0001677703-22-000015.txt : 20220223 0001677703-22-000015.hdr.sgml : 20220223 20220223140444 ACCESSION NUMBER: 0001677703-22-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 120 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220223 DATE AS OF CHANGE: 20220223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONDUENT Inc CENTRAL INDEX KEY: 0001677703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 812983623 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37817 FILM NUMBER: 22662552 BUSINESS ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: 844-663-2638 MAIL ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 10-K 1 cndt-20211231.htm 10-K cndt-20211231
00016777032021FYFALSE589808080P1YP3Y2550315420http://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2021-01-31#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2021-01-31#LongTermDebtCurrenthttp://fasb.org/us-gaap/2021-01-31#LongTermDebtCurrenthttp://www.conduent.com/20211231#LongTermDebtExcludingCurrentMaturitiesAndCapitalLeaseObligationshttp://www.conduent.com/20211231#LongTermDebtExcludingCurrentMaturitiesAndCapitalLeaseObligations00016777032021-01-012021-12-3100016777032021-06-30iso4217:USD00016777032022-01-31xbrli:shares00016777032020-01-012020-12-3100016777032019-01-012019-12-31iso4217:USDxbrli:shares00016777032021-12-3100016777032020-12-3100016777032019-12-3100016777032018-12-310001677703us-gaap:CommonStockMember2018-12-310001677703us-gaap:AdditionalPaidInCapitalMember2018-12-310001677703us-gaap:RetainedEarningsMember2018-12-310001677703us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001677703us-gaap:ParentMember2018-12-310001677703us-gaap:RetainedEarningsMember2019-01-012019-12-310001677703us-gaap:ParentMember2019-01-012019-12-310001677703us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2018-12-310001677703us-gaap:ParentMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2018-12-310001677703us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001677703us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001677703us-gaap:CommonStockMember2019-01-012019-12-310001677703us-gaap:CommonStockMember2019-12-310001677703us-gaap:AdditionalPaidInCapitalMember2019-12-310001677703us-gaap:RetainedEarningsMember2019-12-310001677703us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001677703us-gaap:ParentMember2019-12-310001677703us-gaap:RetainedEarningsMember2020-01-012020-12-310001677703us-gaap:ParentMember2020-01-012020-12-310001677703us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001677703us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001677703us-gaap:CommonStockMember2020-01-012020-12-310001677703us-gaap:CommonStockMember2020-12-310001677703us-gaap:AdditionalPaidInCapitalMember2020-12-310001677703us-gaap:RetainedEarningsMember2020-12-310001677703us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001677703us-gaap:ParentMember2020-12-310001677703us-gaap:RetainedEarningsMember2021-01-012021-12-310001677703us-gaap:ParentMember2021-01-012021-12-310001677703us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001677703us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001677703us-gaap:CommonStockMember2021-01-012021-12-310001677703us-gaap:CommonStockMember2021-12-310001677703us-gaap:AdditionalPaidInCapitalMember2021-12-310001677703us-gaap:RetainedEarningsMember2021-12-310001677703us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001677703us-gaap:ParentMember2021-12-310001677703cndt:CommercialIndustriessegmentMembercndt:CustomerExperienceManagementMember2021-01-012021-12-310001677703cndt:CommercialIndustriessegmentMembercndt:CustomerExperienceManagementMember2020-01-012020-12-310001677703cndt:CommercialIndustriessegmentMembercndt:CustomerExperienceManagementMember2019-01-012019-12-310001677703cndt:CommercialIndustriessegmentMembercndt:BusinessOperationsSolutionsMember2021-01-012021-12-310001677703cndt:CommercialIndustriessegmentMembercndt:BusinessOperationsSolutionsMember2020-01-012020-12-310001677703cndt:CommercialIndustriessegmentMembercndt:BusinessOperationsSolutionsMember2019-01-012019-12-310001677703cndt:CommercialIndustriessegmentMembercndt:CommercialHealthcareSolutionsDomain2021-01-012021-12-310001677703cndt:CommercialIndustriessegmentMembercndt:CommercialHealthcareSolutionsDomain2020-01-012020-12-310001677703cndt:CommercialIndustriessegmentMembercndt:CommercialHealthcareSolutionsDomain2019-01-012019-12-310001677703cndt:CommercialIndustriessegmentMembercndt:HumanResourceAndLearningServicesMember2021-01-012021-12-310001677703cndt:CommercialIndustriessegmentMembercndt:HumanResourceAndLearningServicesMember2020-01-012020-12-310001677703cndt:CommercialIndustriessegmentMembercndt:HumanResourceAndLearningServicesMember2019-01-012019-12-310001677703cndt:CommercialIndustriessegmentMember2021-01-012021-12-310001677703cndt:CommercialIndustriessegmentMember2020-01-012020-12-310001677703cndt:CommercialIndustriessegmentMember2019-01-012019-12-310001677703cndt:GovernmentServicesMembercndt:GovernmentHealthcareSolutionsMember2021-01-012021-12-310001677703cndt:GovernmentServicesMembercndt:GovernmentHealthcareSolutionsMember2020-01-012020-12-310001677703cndt:GovernmentServicesMembercndt:GovernmentHealthcareSolutionsMember2019-01-012019-12-310001677703cndt:GovernmentServicesMembercndt:GovernmentServicesSolutionsMember2021-01-012021-12-310001677703cndt:GovernmentServicesMembercndt:GovernmentServicesSolutionsMember2020-01-012020-12-310001677703cndt:GovernmentServicesMembercndt:GovernmentServicesSolutionsMember2019-01-012019-12-310001677703cndt:GovernmentServicesMember2021-01-012021-12-310001677703cndt:GovernmentServicesMember2020-01-012020-12-310001677703cndt:GovernmentServicesMember2019-01-012019-12-310001677703cndt:RoadwayChargingManagementServicesMembercndt:TransportationServicesMember2021-01-012021-12-310001677703cndt:RoadwayChargingManagementServicesMembercndt:TransportationServicesMember2020-01-012020-12-310001677703cndt:RoadwayChargingManagementServicesMembercndt:TransportationServicesMember2019-01-012019-12-310001677703cndt:TransitSolutionsMembercndt:TransportationServicesMember2021-01-012021-12-310001677703cndt:TransitSolutionsMembercndt:TransportationServicesMember2020-01-012020-12-310001677703cndt:TransitSolutionsMembercndt:TransportationServicesMember2019-01-012019-12-310001677703cndt:TransportationServicesMembercndt:CurbsideManagementSolutionsDomain2021-01-012021-12-310001677703cndt:TransportationServicesMembercndt:CurbsideManagementSolutionsDomain2020-01-012020-12-310001677703cndt:TransportationServicesMembercndt:CurbsideManagementSolutionsDomain2019-01-012019-12-310001677703cndt:TransportationServicesMembercndt:PublicSafetySolutionsMember2021-01-012021-12-310001677703cndt:TransportationServicesMembercndt:PublicSafetySolutionsMember2020-01-012020-12-310001677703cndt:TransportationServicesMembercndt:PublicSafetySolutionsMember2019-01-012019-12-310001677703cndt:TransportationServicesMembercndt:CommercialVehiclesMember2021-01-012021-12-310001677703cndt:TransportationServicesMembercndt:CommercialVehiclesMember2020-01-012020-12-310001677703cndt:TransportationServicesMembercndt:CommercialVehiclesMember2019-01-012019-12-310001677703cndt:TransportationServicesMember2021-01-012021-12-310001677703cndt:TransportationServicesMember2020-01-012020-12-310001677703cndt:TransportationServicesMember2019-01-012019-12-310001677703us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberus-gaap:AllOtherSegmentsMember2021-01-012021-12-310001677703us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberus-gaap:AllOtherSegmentsMember2020-01-012020-12-310001677703us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberus-gaap:AllOtherSegmentsMember2019-01-012019-12-310001677703us-gaap:AllOtherSegmentsMembercndt:EducationMember2021-01-012021-12-310001677703us-gaap:AllOtherSegmentsMembercndt:EducationMember2020-01-012020-12-310001677703us-gaap:AllOtherSegmentsMembercndt:EducationMember2019-01-012019-12-310001677703us-gaap:AllOtherSegmentsMember2021-01-012021-12-310001677703us-gaap:AllOtherSegmentsMember2020-01-012020-12-310001677703us-gaap:AllOtherSegmentsMember2019-01-012019-12-310001677703us-gaap:TransferredAtPointInTimeMember2021-01-012021-12-310001677703us-gaap:TransferredAtPointInTimeMember2020-01-012020-12-310001677703us-gaap:TransferredAtPointInTimeMember2019-01-012019-12-310001677703us-gaap:TransferredOverTimeMember2021-01-012021-12-310001677703us-gaap:TransferredOverTimeMember2020-01-012020-12-310001677703us-gaap:TransferredOverTimeMember2019-01-012019-12-31xbrli:pure00016777032020-01-012021-12-310001677703cndt:SalesCommissionsMember2021-12-310001677703cndt:SalesCommissionsMember2020-12-310001677703cndt:InducementPaymentsMember2021-12-310001677703cndt:InducementPaymentsMember2020-12-310001677703cndt:ContractFulfillmentCostMember2021-12-310001677703cndt:ContractFulfillmentCostMember2020-12-310001677703us-gaap:CorporateMember2021-01-012021-12-310001677703us-gaap:CorporateMember2020-01-012020-12-310001677703us-gaap:CorporateMember2019-01-012019-12-310001677703country:US2021-01-012021-12-310001677703country:US2020-01-012020-12-310001677703country:US2019-01-012019-12-310001677703country:US2021-12-310001677703country:US2020-12-310001677703srt:EuropeMember2021-01-012021-12-310001677703srt:EuropeMember2020-01-012020-12-310001677703srt:EuropeMember2019-01-012019-12-310001677703srt:EuropeMember2021-12-310001677703srt:EuropeMember2020-12-310001677703cndt:GeographicalothercountriesMember2021-01-012021-12-310001677703cndt:GeographicalothercountriesMember2020-01-012020-12-310001677703cndt:GeographicalothercountriesMember2019-01-012019-12-310001677703cndt:GeographicalothercountriesMember2021-12-310001677703cndt:GeographicalothercountriesMember2020-12-310001677703cndt:MidasMemberus-gaap:SubsequentEventMember2022-02-082022-02-080001677703cndt:MidasMember2021-12-310001677703cndt:CustomerCareContractsMember2020-01-012020-12-310001677703us-gaap:LandMember2021-12-310001677703us-gaap:LandMember2020-12-310001677703us-gaap:BuildingMember2021-12-310001677703us-gaap:BuildingMember2020-12-310001677703us-gaap:LeaseholdImprovementsMember2021-12-310001677703us-gaap:LeaseholdImprovementsMember2020-12-310001677703us-gaap:FurnitureAndFixturesMember2021-12-310001677703us-gaap:FurnitureAndFixturesMember2020-12-310001677703us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember2021-12-310001677703us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember2020-12-310001677703us-gaap:ConstructionInProgressMember2021-12-310001677703us-gaap:ConstructionInProgressMember2020-12-310001677703srt:MinimumMemberus-gaap:BuildingMember2021-01-012021-12-310001677703srt:MaximumMemberus-gaap:BuildingMember2021-01-012021-12-310001677703us-gaap:FurnitureAndFixturesMembersrt:MinimumMember2021-01-012021-12-310001677703us-gaap:FurnitureAndFixturesMembersrt:MaximumMember2021-01-012021-12-310001677703us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMembersrt:MinimumMember2021-01-012021-12-310001677703us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMembersrt:MaximumMember2021-01-012021-12-31utr:Rate0001677703cndt:CommercialIndustriessegmentMember2019-12-310001677703cndt:GovernmentServicesMember2019-12-310001677703cndt:TransportationServicesMember2019-12-310001677703cndt:CommercialIndustriessegmentMember2020-12-310001677703cndt:GovernmentServicesMember2020-12-310001677703cndt:TransportationServicesMember2020-12-310001677703cndt:CommercialIndustriessegmentMembercndt:MidasMember2021-12-310001677703cndt:GovernmentServicesMembercndt:MidasMember2021-12-310001677703cndt:MidasMembercndt:TransportationServicesMember2021-12-310001677703cndt:CommercialIndustriessegmentMember2021-12-310001677703cndt:GovernmentServicesMember2021-12-310001677703cndt:TransportationServicesMember2021-12-3100016777032019-01-012019-03-3100016777032019-04-012019-06-300001677703cndt:GovernmentServicesMember2021-10-012021-12-310001677703us-gaap:CustomerListsMember2021-01-012021-12-310001677703us-gaap:ContractTerminationMembercndt:DataCenterConsolidationMember2021-01-012021-12-310001677703us-gaap:ContractTerminationMembercndt:DataCenterConsolidationMember2020-01-012020-12-310001677703us-gaap:ContractTerminationMembercndt:DataCenterConsolidationMember2019-01-012019-12-310001677703us-gaap:EmployeeSeveranceMember2019-12-310001677703us-gaap:ContractTerminationMember2019-12-310001677703us-gaap:FacilityClosingMember2019-12-310001677703us-gaap:EmployeeSeveranceMember2020-01-012020-12-310001677703us-gaap:ContractTerminationMember2020-01-012020-12-310001677703us-gaap:FacilityClosingMember2020-01-012020-12-310001677703us-gaap:EmployeeSeveranceMember2020-12-310001677703us-gaap:ContractTerminationMember2020-12-310001677703us-gaap:FacilityClosingMember2020-12-310001677703us-gaap:EmployeeSeveranceMember2021-01-012021-12-310001677703us-gaap:ContractTerminationMember2021-01-012021-12-310001677703us-gaap:FacilityClosingMember2021-01-012021-12-310001677703us-gaap:EmployeeSeveranceMember2021-12-310001677703us-gaap:ContractTerminationMember2021-12-310001677703us-gaap:FacilityClosingMember2021-12-310001677703cndt:TermLoanADue2026Member2021-12-310001677703cndt:TermLoanADue2026Member2020-12-310001677703cndt:TermLoanBDue2026Member2021-12-310001677703cndt:SeniorNotesDue2029Member2020-12-310001677703cndt:SeniorNotesDue2029Member2021-12-310001677703cndt:A2021CreditFacilityRevolverMember2021-12-310001677703cndt:A2021CreditFacilityRevolverMember2020-12-310001677703cndt:TermLoanAdue2022Member2021-12-310001677703cndt:TermLoanAdue2022Member2020-12-310001677703cndt:TermLoanBdue2023Member2021-12-310001677703cndt:TermLoanBdue2023Member2020-12-310001677703cndt:SeniorNotesdue2024Member2021-12-310001677703cndt:SeniorNotesdue2024Member2020-12-310001677703us-gaap:CapitalLeaseObligationsMember2021-12-310001677703us-gaap:CapitalLeaseObligationsMember2020-12-310001677703cndt:LongTermDebtParentMember2021-12-310001677703cndt:LongTermDebtParentMember2020-12-310001677703cndt:TermLoanAdue2022Member2016-12-070001677703cndt:TermLoanBdue2023Member2016-12-070001677703cndt:A2016CreditFacilityRevolverMember2021-12-310001677703us-gaap:LetterOfCreditMember2016-12-070001677703cndt:SeniorNotesdue2024Member2021-12-310001677703cndt:A2021CreditFacilityRevolverMember2021-12-310001677703us-gaap:LetterOfCreditMember2021-10-150001677703cndt:TermLoanADue2026Member2021-01-012021-12-310001677703cndt:TermLoanBDue2026Member2021-01-012021-12-310001677703cndt:A2021CreditFacilityRevolverMember2021-01-012021-12-310001677703cndt:SeniorNotesDue2029Member2021-12-310001677703cndt:A2016CreditFacilityMember2021-01-012021-12-310001677703us-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001677703us-gaap:DesignatedAsHedgingInstrumentMember2020-12-310001677703cndt:PhilippinePesoUSDollarMember2021-12-310001677703us-gaap:ForeignExchangeContractMembercndt:PhilippinePesoUSDollarMember2021-12-310001677703cndt:PhilippinePesoUSDollarMember2020-12-310001677703us-gaap:ForeignExchangeContractMembercndt:PhilippinePesoUSDollarMember2020-12-310001677703cndt:IndianRupeeUSDollarMember2021-12-310001677703cndt:IndianRupeeUSDollarMemberus-gaap:ForeignExchangeContractMember2021-12-310001677703cndt:IndianRupeeUSDollarMember2020-12-310001677703cndt:IndianRupeeUSDollarMemberus-gaap:ForeignExchangeContractMember2020-12-310001677703cndt:EuroUSDollarMember2021-12-310001677703us-gaap:ForeignExchangeContractMembercndt:EuroUSDollarMember2021-12-310001677703cndt:EuroUSDollarMember2020-12-310001677703us-gaap:ForeignExchangeContractMembercndt:EuroUSDollarMember2020-12-310001677703cndt:MexicanPesoUSDollarMember2021-12-310001677703cndt:MexicanPesoUSDollarMemberus-gaap:ForeignExchangeContractMember2021-12-310001677703cndt:MexicanPesoUSDollarMember2020-12-310001677703cndt:MexicanPesoUSDollarMemberus-gaap:ForeignExchangeContractMember2020-12-310001677703cndt:AllOtherCurrencyMember2021-12-310001677703cndt:AllOtherCurrencyMemberus-gaap:ForeignExchangeContractMember2021-12-310001677703cndt:AllOtherCurrencyMember2020-12-310001677703cndt:AllOtherCurrencyMemberus-gaap:ForeignExchangeContractMember2020-12-310001677703us-gaap:ForeignExchangeContractMember2021-12-310001677703us-gaap:ForeignExchangeContractMember2020-12-310001677703us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeForwardMember2021-12-310001677703us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeForwardMember2020-12-310001677703us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001677703us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001677703us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310001677703us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310001677703us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310001677703us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310001677703cndt:HealthSolutionsPlusMember2019-01-012019-01-310001677703cndt:HealthSolutionsPlusMember2019-01-010001677703us-gaap:ForeignPlanMember2021-12-310001677703us-gaap:ForeignPlanMember2020-12-3100016777032016-12-310001677703cndt:CarryforwardIndefinitelyMember2021-12-310001677703cndt:SkyviewCapitalLLCAndContinuumGlobalSolutionsLLCVConduentBusinessServicesLLCMemberus-gaap:PendingLitigationMember2021-01-012021-12-310001677703cndt:ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember2019-12-310001677703cndt:ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember2019-01-012019-12-31cndt:claim0001677703us-gaap:PendingLitigationMembercndt:ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember2019-01-012019-12-310001677703us-gaap:PendingLitigationMembercndt:ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember2021-01-012021-12-310001677703us-gaap:SuretyBondMember2021-12-310001677703cndt:ContractualAndCorporateObligationsGuaranteeMember2021-12-3100016777032018-01-012018-12-310001677703us-gaap:CommonStockMember2016-12-310001677703cndt:IncentivecompensationMember2021-12-310001677703us-gaap:PreferredStockMember2021-12-310001677703us-gaap:DeferredCompensationShareBasedPaymentsMember2021-12-310001677703cndt:OfficersandSelectExecutivesMemberus-gaap:PerformanceSharesMember2021-01-012021-12-310001677703us-gaap:RestrictedStockUnitsRSUMember2020-12-310001677703us-gaap:RestrictedStockUnitsRSUMember2019-12-310001677703us-gaap:RestrictedStockUnitsRSUMember2018-12-310001677703us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001677703us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001677703us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310001677703us-gaap:RestrictedStockUnitsRSUMember2021-12-310001677703us-gaap:PerformanceSharesMember2020-12-310001677703us-gaap:PerformanceSharesMember2019-12-310001677703us-gaap:PerformanceSharesMember2018-12-310001677703us-gaap:PerformanceSharesMember2021-01-012021-12-310001677703us-gaap:PerformanceSharesMember2020-01-012020-12-310001677703us-gaap:PerformanceSharesMember2019-01-012019-12-310001677703us-gaap:PerformanceSharesMember2021-12-310001677703us-gaap:AccumulatedTranslationAdjustmentMember2018-12-310001677703us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2018-12-310001677703us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2018-12-310001677703us-gaap:AccumulatedTranslationAdjustmentMember2019-01-012019-12-310001677703us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2019-01-012019-12-310001677703us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-01-012019-12-310001677703us-gaap:AccumulatedTranslationAdjustmentMember2019-12-310001677703us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2019-12-310001677703us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-12-310001677703us-gaap:AccumulatedTranslationAdjustmentMember2020-01-012020-12-310001677703us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2020-01-012020-12-310001677703us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-01-012020-12-310001677703us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001677703us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2020-12-310001677703us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-310001677703us-gaap:AccumulatedTranslationAdjustmentMember2021-01-012021-12-310001677703us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-01-012021-12-310001677703us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-01-012021-12-310001677703us-gaap:AccumulatedTranslationAdjustmentMember2021-12-310001677703us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-12-310001677703us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-12-310001677703cndt:RestrictedStockAndPerformanceSharesMember2021-01-012021-12-310001677703cndt:RestrictedStockAndPerformanceSharesMember2020-01-012020-12-310001677703cndt:RestrictedStockAndPerformanceSharesMember2019-01-012019-12-310001677703cndt:RestrictedStockAndPerformanceSharesMember2021-01-012021-12-310001677703cndt:RestrictedStockAndPerformanceSharesMember2020-01-012020-12-310001677703cndt:RestrictedStockAndPerformanceSharesMember2019-01-012019-12-310001677703us-gaap:ConvertiblePreferredStockMember2021-01-012021-12-310001677703us-gaap:ConvertiblePreferredStockMember2020-01-012020-12-310001677703us-gaap:ConvertiblePreferredStockMember2019-01-012019-12-310001677703us-gaap:SubsequentEventMember2022-02-082022-02-080001677703us-gaap:SubsequentEventMember2022-02-112022-02-110001677703us-gaap:AccountsReceivableMember2020-12-310001677703us-gaap:AccountsReceivableMember2021-01-012021-12-310001677703us-gaap:AccountsReceivableMember2021-12-310001677703us-gaap:AccountsReceivableMember2019-12-310001677703us-gaap:AccountsReceivableMember2020-01-012020-12-310001677703us-gaap:AccountsReceivableMember2018-12-310001677703us-gaap:AccountsReceivableMember2019-01-012019-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________ 
FORM 10-K
_________________________________________________  
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2021
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _______  to: _______
Commission File Number 001-37817
_________________________________________________  
CONDUENT INCORPORATED
(Exact Name of Registrant as specified in its charter)
_________________________________________________  
New York81-2983623
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
100 Campus Drive,Suite 200,Florham Park,New Jersey07932
(Address of principal executive offices)(Zip Code)

(844) 663-2638
(Registrant’s telephone number, including area code)
_________________________________________________  

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueCNDTNASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
_________________________________________________  
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmall reporting companyEmerging growth company
CNDT 2021 Annual Report

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No ý
The aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates as of June 30, 2021 was $1,585,638,435.
Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
ClassOutstanding at January 31, 2022
Common Stock,$0.01 par value215,420,530

DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference certain portions of the Registrant's Notice of 2022 Annual Meeting of Shareholders and Proxy Statement (to be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than 120 days after the close of the fiscal year covered by this report on Form 10-K).


CNDT 2021 Annual Report

FORWARD-LOOKING STATEMENTS

From time to time, we and our representatives may provide information, whether orally or in writing, including certain statements in this Annual Report on Form 10-K (Form 10-K), which are deemed to be "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words “anticipate,” “believe,” “estimate,” “expect,” "plan," “intend,” “will,” "aim," “should,” "could," "forecast," "target," "may," "continue to," "if," "growing," "projected," "potential," "likely," and similar expressions, as they relate to us, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. In addition, all statements regarding the anticipated effects of the novel coronavirus, or COVID-19, pandemic and the responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, customers, and markets, results of operations and financial condition and anticipated actions to be taken by management to sustain our business during the economic uncertainty caused by the pandemic and related governmental and business actions, as well as other statements that are not strictly historical in nature, are forward looking. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied herein as anticipated, believed, estimated, expected or intended or using other similar expressions.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Form 10-K, any exhibits to this Form 10-K and other public statements we make. Our actual results may vary materially from those expressed or implied in our forward-looking statements. These forward-looking statements are also subject to the significant continuing impact of the COVID-19 pandemic on our business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted.

Important factors and uncertainties that could cause actual results to differ materially from those in our forward-looking statements include, but are not limited to: the significant continuing effects of the ongoing COVID-19 pandemic on our business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted; government appropriations and termination rights contained in our government contracts; our ability to renew commercial and government contracts, including contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection with our contracts; our reliance on third-party providers; our ability to deliver on our contractual obligations properly and on time; changes in interest in outsourced business process services; risk and impact of geopolitical events, natural disasters and other factors (such as pandemics, including coronavirus) in a particular country or region on our workforce, customers and vendors; claims of infringement of third-party intellectual property rights; our ability to estimate the scope of work or the costs of performance in our contracts; the loss of key senior management and our ability to attract and retain necessary technical personnel and qualified subcontractors; increases in the cost of telephone and data services or significant interruptions in such services; our failure to develop new service offerings and protect our intellectual property rights; our ability to modernize our information technology infrastructure and consolidate data centers; the failure to comply with laws relating to individually identifiable information and personal health information; the failure to comply with laws relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions; breaches of our information systems or security systems or any service interruptions; our ability to comply with data security standards; changes in tax and other laws and regulations; risk and impact of potential goodwill and other asset impairments; our significant indebtedness; our ability to obtain adequate pricing for our services and to improve our cost structure; our ability to collect our receivables, including those for unbilled services; a decline in revenues from, or a loss of, or a reduction in business from or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a satisfactory credit rating; our ability to receive dividends or other payments from our subsidiaries; developments in various contingent liabilities that are not reflected on our balance sheet, including those arising as a result of being involved in a variety of claims, lawsuits, investigations and proceedings; conditions abroad, including local economics, political environments, fluctuating foreign currencies and shifting regulatory schemes; changes in government regulation and economic, strategic, political and social conditions; volatility of our stock price and the risk of litigation following a decline in the price of our stock; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management's Discussion and Analysis of
CNDT 2021 Annual Report
1

Financial Condition and Results of Operations” section and other sections of this Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission (SEC). Any forward-looking statements made by us speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.
CNDT 2021 Annual Report
2

CONDUENT INCORPORATED
FORM 10-K
December 31, 2021

TABLE OF CONTENTS
 Page
Part I










CNDT 2021 Annual Report
3

PART I

ITEM 1. BUSINESS

In this Form 10-K, unless the content otherwise dictates, "Conduent", the "Company", "we" or "our" mean Conduent Incorporated and its consolidated subsidiaries.

Our Business

As one of the largest business process services companies in the world, we deliver mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for our clients and the millions of people who count on them. Through people, process, expertise in transaction-intensive processing and technology such as analytics and automation, our services and solutions create value by improving customer experience, increasing efficiencies, reducing costs and enabling revenue growth. Eighty percent of Fortune 100 companies and over 500 government entities depend on us every day as their trusted partner to manage their business processes and essential interactions with their end-users.

With roots as one of the original pioneers in global business process outsourcing, we bring deep and diversified expertise across a broad range of industry segments. Our commercial portfolio includes leading solutions in attractive markets such as customer experience management, transaction processing services, healthcare and human resource and learning services. For example, we are a leading provider of medical bill review. In 2021, we administered bill review for and repricing on approximately 28 million medical bills for over 3 million workers compensation claims in the U.S resulting in $18 billion of total bill reductions on behalf of our clients. In addition, across our commercial and government businesses, we handled approximately 1.3 billion customer service interactions in 2021.

We serve a vast range of the public sector including market leading transportation and government solutions. Our transportation portfolio includes Roadway Charging, Transit, Curbside Management and Public Safety solutions where we process nearly nine million tolling transactions every day. Our government portfolio includes payments, healthcare and eligibility solutions where our systems process over 45% of Supplemental Nutrition Assistance Program (SNAP) payments on behalf of government entities.

We create value for our clients through efficient global service delivery combined with technology-enabled solutions and a personalized and seamless experience for the end-user. We apply our expertise, technology and innovation to continually modernize our offerings for improved customer and constituent satisfaction and loyalty, increased process efficiency and rapid response to changing market dynamics.

With approximately 60,000 dedicated associates globally as of December 31, 2021, we focus on our clients' success across medium and large businesses and governments around the world. Of our global team, 42% is in North America with the remainder located primarily in our delivery centers in Asia Pacific, Latin America and the Caribbean, and Europe. We have received numerous recognitions over the past year for our culture and diversity/inclusion practices.

Conduent is a New York corporation, organized in 2016. Our common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ Global Select Market (NASDAQ), where it remains listed under the ticker "CNDT".

CNDT 2021 Annual Report
4

Our Strategic Focus

Our vision is to become the leading business services partner of choice for businesses and governments globally. Through our dedicated associates, we deliver mission-critical services and solutions on behalf of businesses and governments, creating valuable outcomes for our clients and the millions of people who count on us. To achieve this mission and purpose, we are focused on delivering outcomes simultaneously across three dimensions: Growth, Efficiency and Quality. Our strategy is designed to deliver shareholder value by creating profitable growth, expanding operating margins, focusing on process efficiencies, and deploying a disciplined capital allocation strategy.

We have identified specific execution strategies across Growth, Efficiency and Quality.

Growth: Our opportunity for growth comes from understanding our clients’ businesses, strengthening our relationships, and driving valuable outcomes for our clients that enable them to reduce costs, improve efficiencies and customer experience and grow their businesses. To capitalize on the growth opportunities, we are focused on the following strategies:

Sales Performance Optimization: The significant progress and investments in sales training and process improvements during the last couple of years, together with the foundational improvements in operational performance, have resulted in more selling opportunities for us to support the strategies of our existing clients with our portfolio of market-leading services and solutions. In 2021 our add-on sales grew by 44% compared to 2020. We continue to improve client responsiveness and increase sales coverage, including in international markets. We are providing our sales team with regular training tailored for their roles, streamlined processes, and implemented systems to equip them with modern tools that enable them to perform their jobs more efficiently and effectively. The dedication and expertise of our employees have resulted in Conduent serving 47 states and a majority of Fortune 100 companies, including:

17 of the top 20 U.S. health insurers;
7 of the top 10 pharma companies;
4 of the top 5 automakers; and
8 of the top 10 U.S. banks.

Offering Development: We have augmented our portfolio of services and solutions with innovative technology capabilities, including data analytics, robotic process automation (RPA) tools and machine learning capabilities, to create differentiated, high-value services for our clients and penetrate attractive market segments.

As we continued to improve our quality and efficiency in 2021, our clients have renewed contracts with us and given us more business in adjacent service lines, and we’ve gained new clients. We are measuring more immediate success in “Growth” through revenue retention and new business signings, among other metrics.

Efficiency: We continue to find ways to reduce costs and deliver more effectively via increased efficiencies. We have simplified and standardized our operating model by removing redundant management layers and implementing more robust processes to enable faster decision-making and greater transparency. In addition, we aim to unlock further efficiencies through the following strategies:

Automation: We will continue to invest in embedding intelligent process automation capabilities into operations, including document processing and intelligent virtual assistant customer care tools. Artificial intelligence and machine learning algorithms will complement RPA tools by improving processes through pattern recognition. Additionally, we are exploiting synergies from sharing and coordinating automation capabilities across our enterprise.

Technology Consolidation: We have identified and are rationalizing duplicative technology systems across our lines of business. Centralizing technology systems will drive economies of scale, amplify the impact of investments, and will continue to strengthen consistent, resilient service delivery.

CNDT 2021 Annual Report
5

Delivery Optimization: We are continuing to drive efficiencies by delivering common processes with a shared services model that enables economies of scale. We are driving progress in every process through process improvement methodologies and exploiting new staffing models including work from home and flexible “gig worker” models, and optimizing our geographic footprint.

We continue to respond with agility to clients’ shifting needs and have received positive client feedback for our services and proactivity throughout the COVID-19 pandemic. We are measuring success in “Efficiency” by associate retention and improved adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) margin, among other metrics.

Quality: Our clients count on consistent, high-quality service delivery. We continue to drive progress in increasing uptime, improving operational stability, and significantly boosting client confidence and satisfaction by focusing on the following strategies:

Proactive, Real time Monitoring of Applications and Service Performance: We are investing in artificial intelligence and machine learning technologies to proactively monitor and prevent incidents. We have a state-of-the-art global IT command center in Sandy, UT to deliver more seamless and reliable service to our global clients and continued to increase uptime in 2021.

Data Center Optimization: We continue to standardize our technology footprint to improve performance and lower costs. As part of this, we have made significant progress in our data center optimization program to consolidate our multiple data centers into a select few. For example, in 2021 we closed two of our largest facilities in the US, completing these highly complex closures that in turn drove a significant increase in service availability for our clients.

Improve End User Experience: We are improving user interface/user experience across our offerings by expanding self-service tools, launching mobile apps and leveraging analytics to create deeper insights.

Our focus on quality is leading to improved client confidence and satisfaction. The quality of our services is being recognized by clients including receiving the GM Supplier of the Year Award and the Toyota Financial Services Supplier Excellence Award. We are measuring success in “Quality” by indicators such as service level agreement performance, technology incident rates, and client satisfaction.

Investments Strategy: To achieve our business goals, we will invest in a disciplined manner, focused on allocating capital and investing to meet the needs of our clients and supporting our growth strategies. Our balanced investment approach falls into three broad categories:

Opportunities to optimize, where we have significant scale and where we believe that with process improvements, automation, and an investment into the current offerings, we can improve the end-user experience, reduce our cost of delivery, expand our margins, and further capture additional “share”. An example is high-volume outbound contact center services.

Opportunities to enhance, where we have strong client relationships and a long history of servicing the markets we operate in, legacy technology that needs to be refreshed or modernized. Examples such as benefit management services in the government sector for healthcare, unemployment insurance and child support fit into this category.

Opportunities to expand, where we believe we can play and win, and we see the payback as more significant than the other businesses. These businesses, augmented with new capabilities, and with the opportunity to be supplemented by modest acquisitions, will address market dynamics, and provide additional growth opportunities. Our Healthcare and Transportation businesses are expansion opportunities.

Our Market Opportunity

We are exposed to compelling growth across several end markets, including Healthcare, Transportation and Customer Experience Management. We estimate our addressable market size in the global business process service industry to be over $200 billion in 2021, according to third-party industry reports. Many industry analysts and advisors place us as a leader across several segments in this large, diverse and growing market.
CNDT 2021 Annual Report
6


Ongoing competitive pressures and increasing demand for further productivity gains have motivated businesses and government organizations to outsource elements of their day-to-day operations to accelerate performance and improve end-user experience. As a result, our clients have become more focused on their core businesses and the range of outsourced activities has expanded. Increasing globalization has also required many companies to optimize cost structures to retain competitiveness and business process services have become a key component of this strategy.

The ongoing shift to next-generation software and automation technologies is driving greater demand for, and expectation of, efficiency and personalization by the constituents and customers of the businesses and governments we serve. Business process services that streamline operational processes have the potential to meaningfully enhance productivity for businesses and governments and improve satisfaction for their customers and constituents.

We have developed a strong leadership position in the markets that we operate in, with increased recognition across multiple stakeholders, as demonstrated by recognition from industry resources.

Industry Analyst Accolades:

A leader in Healthcare: Nelson Hall;
A leader in HR and Learning Services: ISG, Everest Group, Brandon Hall Group; and
A leader in Customer Experience Services: ISG, Gartner.

Market Position:

Everest Group Top 50 BPS Providers, #7
Gartner Market Share Analysis: BPO, Worldwide, #10
ISG’s Top 15 Sourcing Index Standouts – Managed Services, Global Market - The Building 15

Segments

We organize, manage and report our business through three reportable segments:

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 operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for our clients and better experiences for their consumers and employees. Our Commercial Industries segment is our largest segment, with segment revenue for 2021 of $2,076 million, representing 50% of our total revenues.

Government Services: Our Government Services segment provides government-centric business process services to U.S. federal, state, local and foreign governments for public assistance, health services, program administration, transaction processing and payment services. Our solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations. Government Services segment revenue for 2021 was $1,318 million, representing 32% of our total revenues.

Transportation: Our Transportation segment provides systems and support, as well as revenue-generating services, to government clients. On behalf of government agencies and authorities in the transportation industry, we deliver mission-critical public safety, mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers. Transportation segment revenue for 2021 was $746 million, representing 18% of our total revenues.

We present segment financial information in Note 3 – Segment Reporting to our Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K, which is incorporated herein by reference.

CNDT 2021 Annual Report
7

Our Service Offerings
Commercial Industries
Our solutions and services include Customer Experience Management (CXM), Business Operations Solutions (BOS), Commercial Healthcare Solutions and Human Resources and Learning Services (HRLS).

Customer Experience Management
We deliver a full range of omni-channel customer contact services, including customer care, technical support, loyalty management, and outbound and inbound sales. We create better experiences across the customer lifecycle through a variety of channels including social media, chat, email, voice and virtual agent to help customers where and how they want to engage. Through omni-channel communications, automation, and analytics, and labor efficiencies, we help our clients to reduce costs, enable scale and drive revenue growth and efficiencies. We serve marquee clients across multiple sectors including financial services, health and life sciences, manufacturing and automotive, aerospace and defense, consumer goods, retail, technology and telecom, travel, transportation, and hospitality sectors. The CXM business generally generates income on a per call, per call center employee, or per percentage of sales made basis.

Business Operations Solutions
In our BOS business, we help our clients to transform business processes and drive efficiency, automation and scale across essential business functions. We streamline mission-critical operations through our deep industry experience, understanding of our clients’ operations and the latest technology solutions, to reduce costs, improve security and enable revenue growth, while enhancing the end-user experience. Our solutions span customer communications, automated document and data management, payments processing, and finance, accounting, and procurement. We generate revenue in a variety of ways within this business, including per item handled, time and materials, and per service such as postage, web portal hosting or data storage. Our pricing can also be based on achieving specific outcomes for services rendered.
Commercial Healthcare Solutions
On behalf of the healthcare industry, we deliver administration, clinical support, and medical management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization, while improving health outcomes and experience for members and patients. Our solutions span: trials, sales, access, and adherence for pharmaceutical clients; case management, performance management and patient safety for hospital clients; medical bill review, claims processing, care integration, subrogation and payment integrity solutions for managed care companies; and workers compensation medical bill review, mailroom/data capture and medical management services for claims payers and third-party administrators. Through our solutions provided to pharmaceutical clients, we generate revenue either based on a per employee, per transaction basis or a per resource per hour basis. Through our workers compensation and medical bill review services, we generate revenue on a per click and outcome basis. Through our medical bill review, claims processing, and payment integrity solutions provided to managed care companies, we generate revenue on a per member per month basis for use of our platform, as a percentage of what we collect for the provider, or a monthly or annual fee.
Human Resources and Learning Services
We provide services to help our clients support their employees at all stages of employment from on-boarding through retirement. Our solutions span Health Savings Account Solutions, Benefits Solutions, Human Resources (HR) and Payroll Solutions, and Learning Solutions. On behalf of global organizations and governments, we deliver mission-critical, technology-enabled HR services and solutions that improve business processes across the employee journey to maximize business performance, while increasing employee satisfaction, engagement and overall well-being. These solutions span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth and retirement, HR, talent, and workforce management. Depending on the solution, we generate revenue in a variety of ways. For our Health Savings Account (HSA) Solutions business, we generate revenue via account fees, interchange fees on debit cards, and interest-related revenues as a result of balance fees from depository banks that hold cash deposited into the Savings Account business.
CNDT 2021 Annual Report
8


As of December 31, 2021, we managed approximately 900,000 active HSAs with $2.7 billion of assets under management. In addition to managing HSAs, we manage Flexible Savings Accounts and other Notional Accounts on behalf of corporations providing incremental benefits to their employees. Within our Benefits Solutions, we principally generate revenue based on the number of employees and retirees we support, as well as transactions generated by client life events such as qualified domestic relations orders, Consolidated Omnibus Budget Reconciliation Act (COBRA) and Affordable Care Act (ACA) administration, which are charged on a per transaction basis. Within our HR and Payroll Solutions, we generate revenue principally per client’s employee per period (month / year) pricing, with banding to address periodic variations in client employee headcount. Within our Learning Solutions, we generate revenue principally by transaction-based pricing per unit of production along with fixed monthly governance fees.
Government Services
Our Government solutions and services include Government Healthcare Solutions and Government Service Solutions to streamline delivery of government services to constituents and families in need.

Government Healthcare Solutions
We provide mission-critical program administration solutions for State Medicaid and federally-funded healthcare programs in 31 states, the District of Columbia and Puerto Rico and a federal program (US Dept of Labor), which includes nearly 49 million Medicaid recipients supported. Our services include a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, contact center services, application processing, premium billing, and case management solutions. Our case management solutions provide disease surveillance and outbreak management to make it easy to process and access large volumes of digital data. Foreign governments also use our disease surveillance and outbreak case management solution. This can be used to track public health metrics (such as diseases like COVID-19, vitals, and birth defects), perform electronic visit verification, and more. These services help states, counties, and countries optimize their costs by streamlining access to care and improving patient health outcomes through population health management, while helping families in need, by improving beneficiary support. Within the Government Healthcare Solutions business, our revenue is primarily fixed fee or variable price based on a per call, per interaction or per member basis.

Government Service Solutions
With more than $125 billion disbursed annually, we are a leader in government payment disbursements for federally sponsored programs like Supplemental Nutrition Assistance Program (SNAP), commonly known as food stamps and Women, Infant and Children (WIC) as well as government-initiated cash disbursements such as child support and Unemployment Insurance (UI). We deliver electronic payments for government services in 36 states, including 113 prepaid debit card programs, 24 Electronic Benefit Transfer (EBT) programs, 13 EBT for WIC programs and 6 Electronic Child Care programs. In our SNAP payments solution, we generate revenue based on the number of cases or number of card holders. Within our UI payment solution, we generate revenue based on interchange fees and spending on cards as a percentage of transactions. Given the increased unemployment rates in the United States earlier in the pandemic as well as the federal stimulus supplemental benefits, this solution saw significantly increased activity in 2020 and 2021.

CNDT 2021 Annual Report
9

We also offer a broad set of child support services predominately to State Disbursement Units (SDUs), including processing and distributing payment, child support payment cards, childcare credentialing and case management, among others, to help states comply with federal standards. Within the child support solution, the way we generate revenue varies by state, but it is generally either per financial transaction, per call, fixed price, or for development.

Transportation

On behalf of government agencies and authorities in the global transportation industry, we deliver fare collection, violation management, notification, mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

Roadway Charging and Management Services
Our electronic tolling, urban congestion management and mileage-based user solutions help clients keep up with an ever-changing environment and get more travelers where they need to go while generating revenue for much-needed infrastructure improvements. Our solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions. We generate revenue based on a combination of fixed fee and transaction-based pricing. The transaction-based component can be per account per month, per notice mailed, per active account, per violations fees received, or per image-based transaction.

Transit Solutions
For today’s train, bus, subway, metro or other transit travelers, we aim to make journeys more personalized and convenient while increasing capacity and profitability for authorities and agencies. We combine the latest in fare collection and intelligent mobility so that clients can get the added efficiency of having a single point of contact for all their transit solutions. Within transit we primarily generate revenue via implementation of end projects (hardware and software, maintenance services, repair and sale of spare parts), and the building and operation of fare collection systems.

Curbside Management Solutions
We deliver intelligent curbside management systems that simplify parking programs and deliver convenient and hassle-free experience for drivers. Our curbside solutions include citation and permit administration, parking enforcement, and curbside demand management. In 2021, we processed over 8.2 million payments and collected over $700 million for citations and delinquent revenue collections. We generate revenue based on violations issued, payment processing transactions, collections activities or a fixed fee for our service.

Public Safety Solutions
Public safety is a priority in every community, especially as budgets shrink and populations grow. We provide data analytics, automated photo enforcement and other public safety solutions to make streets and communities safer. Our photo enforcement systems include red light, fixed and mobile speed, school bus, work zone, school zone, bus lane only, high occupancy and other enforcement systems. The majority of our contracts within this business are fixed fee based on the number of enforced locations.

Commercial Vehicles
Although a small part of our transportation business, we provide computer-aided dispatch/automatic vehicle location technology to help customers manage their fleet operations.

CNDT 2021 Annual Report
10

Our Competitive Strengths

We possess certain competitive strengths that distinguish us from our competitors, including:

Leadership in attractive growth markets – We are a leading player in business process services delivering exceptional outcomes for our clients at an unparalleled scale. Our clients continue to outsource key business processes to improve efficiencies and to accelerate performance and digital transformation. Additionally, clients are moving beyond services for back-office functions in order to drive customer satisfaction and loyalty. The increase in globalization and cost competition continues to accelerate, forcing companies to seek ways to stay ahead of the competition. These factors, along with clients and their customers demanding more personalized, seamless and secure solutions, are collectively driving the ongoing shift to next-generation solutions and services. Through our portfolio of services and solutions, we have reached significant scale in our interactions including:

Healthcare – U.S. healthcare spending is expected to rise from 17.7% of GDP in 2019 to 19.7% of GDP by 2028 and is projected to grow at an average rate of 5.4% per year between 2019-2028. As one of the most regulated industries, healthcare providers must balance increased utilization with heightened complexity and new financial pressures such as government budget challenges to significantly reduce reimbursements, reimbursement penalties for hospital readmissions and the shift from fee-for-service to “value-based” population health management. We are widely recognized by industry analysts as a leader in healthcare payer operations, serving 17 of the top 20 U.S. health plans and providing administrative and care management solutions to Medicaid programs and federally funded U.S. government healthcare programs in 31 states, the District of Columbia and Puerto Rico. Three out of every four U.S. insured lives are served by Conduent. Conduent’s healthcare capabilities have been recognized by NelsonHall, HfS Research and Everest Group.

Transportation – Traffic congestion continues to increase as urbanization and changing demographics take hold globally. As a result, optimized transportation systems are becoming critical to increase efficiency while maintaining strict safety requirements. Electronic toll collection, public transit and parking all represent key growth drivers as governments at all levels increasingly focus on transportation infrastructure. We are an award-winning innovator in parking management.

Business Operations Solutions – We provide high volume print and mail services, enrollment processing and personalized and targeted marketing and communications to large corporations and are a leading provider in this market with more than 3.7 billion documents captured, indexed and classified annually.

Global delivery expertise – Our scale and global delivery network enables us to deliver our proprietary technology, differentiated service offerings and service capabilities expertly to clients around the world. We have operations in 24 countries including India, the Philippines, Jamaica, Guatemala, Mexico, Romania, the United Kingdom and several locations within the United States, providing our customers the option for "onshore", "nearshore" or "offshore" outsourced business process services. This global delivery model enables us to leverage lower-cost production locations, consistent methodologies and processes, time zone advantages and business continuity plans. As of December 31, 2021, 50% of our employees were located in high-cost countries and 50% were located in low-cost countries.

Differentiated suite of multi-industry service offerings at scale – We manage transaction-intensive processes and work directly with end-users to meet their needs often in real-time. We believe we are unique in our ability to offer our clients these business process services on a large scale and with high quality. Additionally, we can leverage our cross-industry services to bring the same scale and quality to our portfolio of industry-specific service offerings, such as healthcare claims management, employee benefits management and public transit fare collection.

Recurring revenue model supported by a loyal, diverse client base – We have a broad and diverse base of clients in countries across geographies and industries, including 80% of the Fortune 100, many Fortune 1,000 companies, midsize businesses and governmental entities. Our close client relationships and successful client execution support our stable recurring revenue model and high renewal rates.

CNDT 2021 Annual Report
11


Competition

Although we encounter competition in all areas of our portfolio, we are a leader in many categories. We compete based on technology, performance, quality, reliability, reputation, price, and customer service and support. We consider our "onshore", “near shore” and “offshore” delivery capabilities to be a competitive advantage. Our competitors range from large international companies to relatively small firms, and many of our competitors specialize in certain areas but none compete across all the same segments in total – for example, 73 of our top 100 commercial clients buy multiple service offerings. Our competitors include:

Large multinational service providers such as Accenture, Cognizant, TTEC and Teleperformance;
Traditional business process outsourcing companies such as Genpact and EXL Services;
Human resource, payroll processing and human capital management providers such as Alight and Willis Towers Watson;
Healthcare-focused IT and service solutions providers such as Gainwell, Optum and Maximus;
HSA administrators such as Health Equity;
U.S. Federal-focused government services providers such as Leidos;
Transportation multi-nationals such as TransCore, Thales, Cubic and Verra Mobility; and
Smaller niche business processing service providers and in-house departments that perform functions that could be outsourced.

Sales and Marketing

We market and sell our business process solutions and services to both potential and existing clients through our global sales and business development teams. Additionally, we have dedicated “solution architects” who work with clients to better understand their business requirements and to develop custom-tailored solutions to meet their unique needs. Our clients include commercial businesses of many sizes and industries as well as public sector enterprises.

Our solutions help solve clients' business issues and help them achieve their desired business outcomes. We leverage our broad portfolio of offerings and dedicated team of associates to package solutions that exactly meet clients’ needs, while taking a disciplined approach to pricing and contracting. Our sales efforts typically involve extended selling cycles where our deep domain and industry expertise is critical to winning new business. We maintain strong relationships with our clients from initial engagement to implementation and on-going service delivery.

Intellectual Property

Our general policy is to seek patent protection for those inventions likely to be incorporated into our products and services or where obtaining such proprietary rights will improve our competitive position. As of December 31, 2021, we own approximately 589 patents and have 59 pending applications. Our patent portfolio evolves as new patents are awarded to us and as older patents expire. These patents expire at various dates, generally 20 years from their original filing dates. While we believe that our portfolio of patents and applications has value, in general, no single patent is essential to our business or any individual segment. In addition, any of our proprietary rights could be challenged, invalidated or circumvented, or may not provide significant competitive advantages.

Our business relies on software provided to an approximately equal extent, by both internal development and external sourcing to deliver our services. With respect to internally developed software, we claim copyright on all such software, registering works which may be accessible to third parties. In addition, we rely on maintaining source code confidentiality to assure our market competitiveness. With respect to externally sourced software, we rely on contracts assuring our continued access for our business usage.

In the United States, we own 63 registered trademarks reflecting the many businesses we participate in. These trademarks may have a perpetual life, subject to renewal every 10 years and may be subject to cancellation or invalidation based on certain use requirements and third-party challenges, or on other grounds. We vigorously enforce and protect our trademarks.

CNDT 2021 Annual Report
12

People and Culture

Headcount
The skills, expertise, and experience of our talented and diverse global workforce allow us to deliver mission-critical services and solutions that drive exceptional client outcomes. As of December 31, 2021, we have approximately 60,000 associates in 24 countries working towards a common vision and purpose, with 42% located in North America and the remainder located primarily in Asia Pacific, Latin America and the Caribbean, and Europe. Our three reportable segments, Commercial Industries, Government Services and Transportation, house most of our associates with approximately 42,300, 6,000 and 4,000 associates, respectively.

Conduent Diversity & Inclusion (D&I)
We draw strength from the diversity of our global workforce and we believe that creating an inclusive culture where all associates can bring their authentic selves to work creates value for all our stakeholders.

Our Employee Impact Groups (EIG) are at the heart of our efforts to develop an inclusive workplace. In 2021, we added an eighth EIG that connects associates across generational and tenure segments, while growing overall EIG membership by over 100%. Our EIGs curated over 80 hours of cultural activities to engage our associates and promote our core value of being open and inclusive. Our EIGs have membership in every region wherein we have operations. In addition, they deployed over 20 hours of professional development activities to respond specifically to the needs of our diverse workforce. In addition, we identified leaders across the business to serve on our inaugural Global Diversity and Inclusion Council (GDIC). The newly formed GDIC has been charged with working with functional business leaders to shape the deployment of the Enterprise Diversity and Inclusion Plan. We are proud to have received several global workplace diversity awards, including our first designation as a “Best Places to Work for LGBTQ+ Equality” for 2022 by the Human Rights Campaign Foundation’s Corporate Equality Index in both the United States and its equivalent in Mexico, HRC Equidad MX.

Employee Learning and Development
As a services company, we believe our associates are our most important asset, which is why we invest in associate growth and development programs. We are focused on building a workplace where our people can do their best work and have access to the learning tools and resources they need to excel in their role, stay competitive and grow their skill set. We offer our associates modern, digital world-class learning platforms that help them learn anywhere, anytime on a wide range of topics including technology, professional and business-related. We continue to invest in new, cutting-edge learning platforms to elevate their learning experience. As a result, we have been successful in building a culture of continuous learning, with employees taking charge of their learning and development. In addition to our digital platforms, employees are also provided job-specific technical training when they are onboarded and during their professional journey as required. Our learning platforms are widely utilized with about 2.5 million learning assets completed in 2021 and have great learning effectiveness scores for satisfaction, skill improvement and application of learning on the job. We also ensure that our associates complete regulatory and compliance training on topics required based on their role and geography.

Associate Engagement
We continuously seek and encourage feedback from our associates to inform our talent strategy and further strengthen our employee value proposition. In 2021, we sustained a high-level of engagement despite a challenging pandemic year, as indicated by our Associate Experience Survey. We saw a significant increase in overall engagement with our senior leaders across all survey categories, with 'clarity of direction' about our company and 'resources and support' to work effectively being amongst our highest scoring categories for all associates.

COVID-19 Pandemic (COVID)
As we continued to navigate the uncertainty of the pandemic in 2021, protecting the health and safety of our associates remained our top priority. Our COVID case management tracking and reporting enabled us to monitor the impacts of COVID on our workforce and workplace and protect business continuity. A small percentage of our essential workforce returned to onsite work with stringent safety protocols in place. We continued to demonstrate resiliency, agility and prudence, enabling many of our associates to shift between onsite and remote work depending on local conditions.

We have continued taking steps to connect our associates with resources that support their health and well-being, including hosting several mental health webinars and extending our 2020 time-off plans to give our associates more
CNDT 2021 Annual Report
13

options to take time off for COVID-related sickness/hardships. Effective and constant communication regarding the state of the pandemic, local protocols and vaccine regulations has been a key element of our efforts to create the safest possible working environments for our associates. We also instituted vaccine attestation in the majority of the global geographies where we operate enabling us to understand vulnerabilities in our workforce and workplace to minimize risks during COVID spikes. The feedback from our associates continues to be positive, especially in terms of the Company’s efforts to provide a safe work environment.

Awards and Recognition
During 2021, Conduent has been honored to receive several prestigious awards related to our human capital management practices, including:
Being named to Comparably’s 2021:
Best Company for Working Women list;
Best Company for Global Culture list;
Best Company in New York list;
Best Company for Diversity list; and
Best CEOs for Diversity list.
Being named to Forbes’ 2021 Best Employers for Diversity list
Being designated as a “Best Places to Work for LGBTQ+ Equality” for 2022 by the Human Rights Campaign Foundation’s (HRC) Corporate Equality Index in both the United States and in Mexico (through its HRC Equidad MX program).

Corporate Ethics

We operate according to our Ethics and Compliance Program (Program), which is focused on sustaining an ethical culture and designed to meet general governance and specific industry, regulatory, and legal requirements. The Program is based on our core values, including personal accountability, and overseen by Conduent’s Ethics Office.

Conduent’s Code of Business Conduct (Code) is the foundation of our Program. Our Code embodies and reinforces Conduent’s commitment to the highest standards of integrity and sets forth our expectations for ethical leadership, job performance, and compliance with the Code and Company policies. It is designed to help associates recognize ethics and compliance issues before they arise and to deal appropriately with issues that occur.

Conduent Finance Employees are additionally required to act in accordance with our supplemental Finance Code of Conduct. Our associates are required to complete annual business ethics training. Conduent’s Ethics Office periodically solicits associate input to gauge our ethical culture and help identify areas for continuing improvements.

Our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board; our principal executive officer, principal financial officer and principal accounting officer, among others, must act in accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance with our Code of Business Conduct. Each of these codes of conduct can be accessed through our website at www.conduent.com/corporate-governance. They are also available to any shareholder who requests them in writing addressed to Conduent Incorporated, 100 Campus Drive Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics for members of the Board and, our Code of Business Conduct and our Finance Code of Conduct for our officers on our website as promptly as practicable, and consistent with the requirements of applicable U.S. Securities and Exchange Commission (SEC) and NASDAQ rules.

Seasonality

Our revenues can be affected by various factors such as our clients’ demand patterns for our services, which includes peak windows for benefit enrollment, new product launches by clients, and busy retail and travel seasons.

CNDT 2021 Annual Report
14

Availability of Company Information

Our internet address is www.conduent.com. In the Investor Information section of our Internet website, you will find our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our Proxy Statements and any amendments to these reports and statements. We make these documents available free of charge as soon as we can after we have filed them with, or furnished them to, the SEC. Our Corporate Social Responsibility Report can also be found in the Investor Information section of our Internet website.

The SEC maintains an internet address (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.

Information about our Executive Officers

The following is a list of the executive officers of Conduent as of February 23, 2022.

Each officer is elected to hold office until the meeting of the Board of Directors held on the day of the next annual meeting of shareholders, subject to the provisions of our by-laws.
Name AgePresent PositionYear Appointed to Present PositionConduent Officer Since
Clifford Skelton*66President and Chief Executive Officer20192019
Mark Brewer57Executive Vice President, Transportation20202019
Louis Keyes54Executive Vice President, Chief Revenue Officer20202020
Michael Krawitz52Executive Vice President, General Counsel and Secretary 20192019
Mark Prout58Executive Vice President, Chief Information Officer20192020
Stephen Wood55Executive Vice President & Chief Financial Officer20212020
_____________________________ 
*Member of Conduent Board of Directors

Each of the officers named above has been an officer or an executive of Conduent or its subsidiaries for less than five years. As of February 23, 2022, there are no family relationships among any of the executive officers named above and any of our directors.

Mr. Skelton was appointed Chief Operating Officer of Conduent in June 2019, Chief Executive Officer of Conduent in August 2019 and President of Conduent in May 2021. He served as President of Fiserv Output Solutions from March 2017 to June 2019. Prior to that, Mr. Skelton was the Group President and Chief Information Officer at Fiserv from April 2012 until March 2017. Mr. Skelton also held a variety of leadership roles at companies such as Ally Financial (formerly General Motors Acceptance Corporation) and Bank of America. Mr. Skelton is a former Navy fighter pilot and served in the Navy for over 20 years.

Mr. Brewer joined Conduent as Chief Operating Officer Transportation in June 2019 and was appointed Executive Vice President and Global Head of Public Sector in November 2019. He became Executive Vice President, Transportation & Head of Enterprise Accounts in October 2020, and currently serves as Executive Vice President, Transportation. Prior to joining Conduent, he served as Senior Vice President and Managing Director of Diebold Nixdorf from 2018 to 2019. Prior to that Mr. Brewer was Global Vice President for DXC’s Technology, Enterprise Application and Cloud Businesses from 2016 to 2018. He also held a variety of leadership roles at IBM Corporation for over 20 years, in Europe, Asia and the Americas.

Mr. Keyes joined Conduent as Global Head of Sales in September 2019. He was appointed Executive Vice President, Chief Revenue Officer in December 2020. Prior to joining Conduent, he served as Executive Vice President, Chief Sales Officer at York Risk Services from October 2017 to September 2019. Prior to York Risk Services, he was Senior Vice President at Fiserv Inc. between 2009 and 2017 where he led Enterprise Accounts and large sales teams. Mr. Keyes has also held senior executive leadership roles at Hewlett-Packard Enterprise Services and Electronic Data Systems Corporation.
CNDT 2021 Annual Report
15


Mr. Krawitz has served as Executive Vice President, General Counsel and Secretary since November 2019. Prior to joining Conduent, from June 2015 to November 2019, Mr. Krawitz was Executive Vice President, General Counsel and Corporate Secretary of insurance services firm York Risk Services Group, a portfolio company of Onex Corp. From 2014 to 2015, he was Chief Legal Officer of Veriteq Corp., a biotech company. From 1999 to 2014, Mr. Krawitz held leadership roles in public and private companies in the technology and finance sectors. Mr. Krawitz began his career at Fried Frank and was educated at Cornell University and Harvard Law School.

Mr. Prout joined Conduent as Head of Information Technology in June of 2019. He was appointed Executive Vice President, Chief Information Officer in September 2019. Prior to joining Conduent, between 2005 and 2019, Mr. Prout served as Chief Technology Officer and held several IT leadership positions at Fiserv. Prior to Fiserv, he served as CIO of Cendian Corporation. Mr. Prout has also held various leadership positions at United Parcel Service.

Mr. Wood has served as the Chief Financial Officer of Conduent since June 2021. He served in his previous role as the Company’s Corporate Controller from August 2020 until June 2021 and was designated as its Principal Accounting Officer effective December 2020. Prior to joining Conduent, Mr. Wood spent 15 years at Fiserv in finance and accounting leadership positions. From December 2016 to May 2020, Mr. Wood served as Vice President & Chief Financial Officer of Fiserv Output Solutions, from March 2009 to December 2016, Mr. Wood served as Vice President & Controller over several different operating groups and from January 2005 to March 2009, Mr. Wood led International Finance & Accounting operations. Mr. Wood is a Chartered Global Management Accountant with an MBA with distinction from Warwick Business School.


CNDT 2021 Annual Report
16

ITEM 1A. RISK FACTORS

Business and Operational Risks

Our government contracts are subject to appropriation of funds, termination rights, audits and investigations, which, if exercised, could negatively impact our reputation and reduce our ability to compete for new contracts.
A significant portion of our revenues is derived from contracts with U.S. federal, state and local governments and their agencies, and some of our revenues are derived from contracts with foreign governments and their agencies. Government entities typically finance projects through appropriated funds. While these projects are often planned and executed as multi-year projects, government entities usually reserve the right to change the scope of or terminate these projects for lack of approved funding and/or at their convenience. Changes in government or political developments, including budget deficits, shortfalls or uncertainties, failures to enact appropriation legislation (e.g., a government "shut-down"), government spending reductions or other debt or funding constraints, have resulted in, and in the future could result in, lower governmental sales and our projects being reduced in price or scope or terminated altogether, which also could limit our recovery of incurred costs, reimbursable expenses and profits on work completed prior to the termination. Additionally, if the government discovers what it considers to be improper or illegal activities or contractual non-compliance (including improper billing or non-compliant performance of contract requirements), we may be subject to various civil and criminal penalties and administrative sanctions, which has occurred in the past and may in the future include termination of contracts, forfeiture of profits, suspension of payments, contractual service penalties, fines and suspensions or debarment from doing business with the government. Any resulting penalties or sanctions could materially adversely affect our results of operations and financial condition. Moreover, government contracts are generally subject to audits and investigations by government agencies. If the government finds that we inappropriately charged any costs to a contract, the costs are not reimbursable or, if already reimbursed, the cost must be refunded to the government. Further, the negative publicity that could arise from any such penalties, sanctions or findings in such audits or investigations could have an adverse effect on our reputation in the industry and reduce our ability to compete for new contracts and could materially adversely affect our results of operations and financial condition.

We derive significant revenue and profit from commercial and government contracts awarded through competitive bidding processes, including renewals, which can impose substantial costs on us, and we will not achieve revenue and profit objectives if we fail to accurately and effectively bid on such projects.

Many of these contracts are extremely complex and require the investment of significant resources in order to prepare accurate bids and proposals. Competitive bidding imposes substantial costs and presents a number of risks, including: (i) the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may or may not be awarded to us; (ii) the need to estimate accurately the resources and costs that will be required to implement and service any contracts we are awarded, sometimes in advance of the final determination of their full scope and design; (iii) the expense and delay that may arise if our competitors protest or challenge awards made to us pursuant to competitive bidding and the risk that such protests or challenges could result in the requirement to resubmit bids and in the termination, reduction or modification of the awarded contracts; and (iv) the opportunity cost of not bidding on and winning other contracts we might otherwise pursue. If our competitors protest or challenge an award made to us on a government contract, the costs to defend such an award may be significant and could involve subsequent litigation that could take years to resolve.

Our ability to recover capital and other investments in connection with our contracts is subject to risk.

To attract and retain large outsourcing contracts, we sometimes make significant capital and other investments to enable us to perform our services under those contracts, such as purchases of information technology equipment, facility costs, labor resources and costs incurred to develop and implement software. The net book value of certain assets recorded, including a portion of our intangible assets, could be impaired, and our results of operations and financial condition could be materially adversely affected in the event of the early termination of all or a part of such a contract or a reduction in volumes and services thereunder for reasons such as a customer’s or client’s merger or acquisition, divestiture of assets or businesses, business failure or deterioration or a customer’s or client’s exercise of contract termination rights.

CNDT 2021 Annual Report
17

We rely to a significant extent on third-party providers, such as subcontractors, a relatively small number of primary software vendors, utility providers and network providers; if they cannot deliver or perform as expected or if our relationships with them are terminated or otherwise change, our results of operations and financial condition could be materially adversely affected.

Our ability to service our customers and clients and deliver and implement solutions depends to a large extent on third-party providers such as subcontractors, a relatively small number of primary software vendors, software application developers, utility providers and network providers meeting their obligations to us and our expectations in a timely, quality manner. Our results of operations and financial condition have been and in the future may be materially adversely affected and we might incur significant additional liabilities if any of our third-party providers (i) do not meet their service level obligations, (ii) do not meet our or our clients’ expectations, (iii) terminate or refuse to renew their relationships with us, or (iv) offer their products to us with less advantageous prices and other terms than previously offered.

Failure to deliver on our contractual obligations properly and on time could materially adversely affect our
results of operations and financial condition.

Our business model depends in large part on our ability to retain existing and attract new work from our base of existing clients, as well as on relationships we develop with our clients so that we can understand our clients’ needs and deliver solutions and services that are tailored to meet those needs. For our business to grow, we must successfully manage the provision of services under our contracts. If a client is not satisfied with the quality of work performed by us or a subcontractor, or with the type of services or solutions delivered, or if we or our subcontractors fail to perform in accordance with contract requirements, then we could incur additional costs to address the situation, the profitability of that work might be impaired and the client’s dissatisfaction with our services could damage our ability to obtain additional work from that client or obtain new work from other potential clients. Many of our contracts with non-government clients may be terminated by the client, without cause, upon specified advance notice. Accordingly, clients who are not satisfied might seek to terminate existing contracts prior to their scheduled expiration date, which may result in our inability to fully recover our up-front investments. In addition, clients could direct future business to our competitors. We could also trigger contractual credits to clients or a contractual default. Failure to properly transition new clients to our systems, properly budget transition costs or accurately estimate contract operational costs could result in delays in our contract performance, trigger service level penalties, impair fixed or intangible assets or result in contract profit margins that do not meet our expectations or our historical profit margins.

In addition, we incur significant expenditures for the development and construction of system software platforms needed to support our clients’ needs. Our failure to fully understand client requirements or implement the appropriate operating systems or databases or solutions which enable the use of other supporting software may delay the project and result in cost overruns or potential impairment of the related software platforms, which could materially adversely affect our results of operations and financial condition.

Our business is dependent on continued interest in outsourcing.

Our business and growth depend in large part on continued interest in outsourced business process services. Outsourcing means that an entity contracts with a third-party, such as us, to provide business process services rather than perform such services in-house. There can be no assurance that this interest will continue, as organizations may elect to perform such services themselves and/or the business process outsourcing industry could move to an as-a-service model, thereby eliminating traditional business process outsourcing tasks. A significant change in this interest in outsourcing could materially adversely affect our results of operations and financial condition. Additionally, there can be no assurance that our cross-selling efforts will cause clients to purchase additional services from us or adopt a single-source outsourcing approach.

Our business may be adversely affected by geopolitical events, natural disasters and other factors that could directly impact certain of our employees, customers and vendors in countries or regions effected by such events and factors.

We have a global workforce and global customers. Our employees and customers in a particular country or region in the world may be impacted as a result of a variety of diversions, including: geopolitical events, such as war, the threat of war, or terrorist activity; natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm severity, and sea level rise); power shortages or outages, major public health issues,
CNDT 2021 Annual Report
18

including pandemics (such as the coronavirus); and significant local, national or global events capturing the attention of a large part of the population. If any of these, or any other factors, disrupt a country or region where we have a significant workforce (such as the U.S., India or the Philippines) or customers (such as the U.S. or Europe), or vendors, our business could be materially adversely affected.

We may be subject to claims of infringement of third-party intellectual property rights which could adversely affect our results of operation and financial condition.

We rely heavily on the use of intellectual property. We do not own all of the software that we use to run our business; instead we license this software from a small number of primary vendors. If these vendors assert claims that we or our clients are infringing on their software or related intellectual property, we could incur substantial costs to defend these claims, which could materially adversely affect our results of operations and financial condition. In addition, if any of our vendors’ infringement claims are ultimately successful, our vendors could require us to (i) cease selling or using products or services that incorporate the challenged software or technology, (ii) obtain a license or additional licenses from our vendors or (iii) redesign our services which rely on the challenged software or technology. In addition, we may be exposed to claims for monetary damages. If we are unsuccessful in defending an infringement claim and our vendors require us to initiate any of the above actions, or we are required to pay monetary damages, then such actions could materially adversely affect our results of operations and financial condition.

If we underestimate the scope of work or the costs entailed in performing our contracts, or if we do not fully perform our contracts, our results of operations and financial condition could be materially adversely affected.

To stay competitive in our industry, we must keep pace with changing technologies and customer preferences. Many of our contracts require us to design, develop and implement new technological and operating systems for our customers. Many of these systems involve detailed and complex computer source code which must be created and integrated into a working system that meets contract specifications. The accounting for these contracts requires judgment relative to assessing risks, estimating contract revenues and costs and making assumptions for schedule and technical issues. To varying degrees, each contract type involves some risk that we could underestimate the costs and resources necessary to fulfill the contract. In each case, our failure to accurately estimate costs or the resources and technology needed to perform our contracts or to effectively manage and control our costs during the performance of our work could result, and in some instances has resulted, in reduced profits or in losses. In addition, many of our contracts contain complicated performance obligations, including, without limitation, designing and building new integrated computer systems. These contracts carry potential financial penalties or could result in financial damages or exposures if we fail to properly perform those obligations and have in the past resulted in and in the future could result in our results of operations and financial condition being materially adversely affected.

The loss of key senior management or the failure to attract and retain necessary technical personnel and qualified subcontractors could materially adversely affect our results of operations and financial condition.

Our success depends, in part, upon key managerial and technical personnel, including our ability to attract and retain additional qualified personnel, as well as qualified subcontractors. The loss of certain key personnel, such as our Chief Executive Officer (CEO), could materially adversely affect our results of operations and financial condition. There is no assurance that we can retain our key managerial personnel, or that we can attract similar employees, in the future.

In addition, because we operate in intensely competitive markets, our success depends to a significant extent upon our ability to attract, retain and motivate highly skilled and qualified technical personnel and to subcontract with qualified, competent subcontractors. If we fail to attract, train and retain sufficient numbers of qualified engineers, technical staff and sales and marketing representatives, or if we are unable to contract with qualified, competent subcontractors, our results of operations and financial condition could be materially adversely affected. Experienced and capable personnel in the services industry remain in high demand, and there is continual competition for their talents. Our ability to renegotiate certain of our legacy third-party contracts which we view as unfavorable, or to improve the service levels we expect from these contracts and third-party providers, is key to our ability to timely, efficiently and profitably deliver our services to our customers. Additionally, we have increased and expect to continue to increase our hiring in geographic areas outside of the United States, which could subject us to increased geopolitical and exchange rate risk. The loss of any key technical employee, the loss of a key subcontractor
CNDT 2021 Annual Report
19

relationship or our inability to renegotiate or obtain required service levels from legacy and other third-party providers, could materially adversely affect our results of operations and financial condition.

If we fail to successfully develop new service offerings, including new technology components, and protect our intellectual property rights, we may be unable to retain current customers and gain new customers and our revenues would decline.

The process of developing new service offerings, including new technology components, is inherently complex and uncertain. It requires accurate anticipation of customers’ changing needs and emerging technological trends. We must make long-term investments and commit significant resources before knowing whether these investments will eventually result in service offerings that achieve customer acceptance and generate the revenues required to provide desired returns. For example, establishing internal automation processes to help us develop new service offerings will require significant up-front costs and resources, which, if not monetized effectively, could materially adversely affect our revenues. In addition, some of our service offerings rely on technologies developed by and licensed from third-parties. We may not be able to obtain or continue to obtain licenses and technologies from these third-parties at all or on reasonable terms, or such third-parties may demand cross-licenses to our intellectual property. It is also possible that our intellectual property rights could be challenged, invalidated or circumvented, allowing others to use our intellectual property to our competitive detriment. We also must ensure that all of our service offerings comply with both existing and newly enacted regulatory requirements in the countries in which they are sold. If we fail to accurately anticipate and meet our customers’ needs through the development of new service offerings (including technology components) or if we fail to adequately protect our intellectual property rights or if our new service offerings are not widely accepted or if our current or future service offerings fail to meet applicable worldwide regulatory requirements, we could lose market share and customers to our competitors and that could materially adversely affect our results of operations and financial condition.

The Company’s business, operating results and reputation may be negatively impacted by failures or delays in our efforts to modernize our information technology infrastructure and to consolidate to fewer data centers.

We have experienced certain disruptions in our operations and service delivery performance issues because of some of our information technology infrastructure that is outdated and that needs to be enhanced and updated, which disruptions have adversely impacted client and delivery performance. As a result, we are investing in modernizing a significant portion of our information technology infrastructure with new systems and processes and consolidating our data centers. This also includes investments in our data centers and networks, enhancement, modernization and consolidation of our IT infrastructure and customer-facing technologies, enhanced cybersecurity and movement to cloud-based technology. We expect that these changes will provide greater strategic and operational flexibility and efficiency and better control of our systems and processes. There is a risk, however, that our modernization efforts and data center consolidations could materially and adversely disrupt our operations and our service delivery to customers, could result in contractual penalties or damage claims from customers, could occur over a period longer than planned, and could require greater than expected investment and other internal and external resources. It may also take longer to realize the intended favorable benefits from an enhanced technology infrastructure than we expected, or that disruptions may continue to occur while we enhance this infrastructure.

The process of consolidating our data center involves inherent risks and may cause disruptions to our operations. In October 2018, we suffered a significant outage because of a data center migration, which resulted in unplanned system unavailability and disruption for our customers. We plan to undertake several data center migrations in the future and, during these data migrations, could potentially experience significant service outages. Future service disruptions could hinder our ability to attract new customers, cause us to incur legal liability, contractual penalties or issue service credits to our customers and cause us to lose current customers, each of which could have a material adverse effect on our business, results of operations and financial condition.

Our results of operations and financial condition may be materially adversely affected by conditions abroad, including local economics, political environments, fluctuating foreign currencies and shifting regulatory schemes.

A portion of our revenues is generated from operations outside the United States. In addition, we maintain significant operations outside the United States. Our results of operations and financial condition could be materially adversely affected by changes in foreign currency exchange rates, as well as by several of other factors, including,
CNDT 2021 Annual Report
20

without limitation, changes in economic conditions from country to country, changes in a country’s political conditions, trade controls and protection measures, financial sanctions, licensing requirements, local tax issues, capitalization and other related legal matters. The withdrawal of the United Kingdom from the European Union, and the resulting impact on cross-border transactions and operations between the United Kingdom and the European Union member states, could materially and adversely affect our operations and financial condition. We generally hedge foreign currency denominated assets, liabilities and anticipated transactions primarily through the use of currency derivative contracts. The use of derivative contracts is intended to mitigate or reduce transactional level volatility in the results of foreign operations but does not eliminate volatility. We do not hedge the translation effect of international revenues and expenses, which are denominated in currencies other than our U.S. parent functional currency, within our Consolidated Financial Statements. If we are unable to effectively hedge these risks, our results of operations and financial condition could be materially adversely affected.

Legal, Compliance and Data Security Risks

We are subject to laws of the United States and foreign jurisdictions relating to individually identifiable information and personal health information, and failure to comply with those laws, whether or not inadvertent, could subject us to legal actions and negatively impact our operations.

We receive, process, transmit and store information relating to identifiable individuals, both in our role as a service provider and as an employer. As a result, we are subject to numerous laws and regulations in the United States (both federal and state) and foreign laws and regulations designed to protect both individually identifiable information and personal health information, including the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA), and the regulations promulgated under HIPPA governing, among other things, the privacy, security and electronic transmission of individually identifiable health information, and the European Union General Data Protection Regulation (GDPR) (effective May 25, 2018), which imposes stringent data protection requirements and significant penalties for non-compliance and has had a significant impact on how we process and handle certain data.

Additional laws of the United States and foreign jurisdictions apply to our processing of individually identifiable information. These laws have been subject to frequent changes, and new legislation in this area may be enacted at any time. For example, the GDPR and the invalidation of the U.S.-EU Safe Harbor regime have required us to implement alternative mechanisms for some of our data flows from Europe to the United States to comply with applicable law. Changes to existing laws, the introduction of new laws in this area or our failure to comply with existing laws that are applicable to us may subject us to, among other things, additional costs or changes to our business practices, liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on our ability to obtain and process information and allegations by our customers and clients that we have not performed our contractual obligations, any of which could materially adversely affect our results of operations and financial condition.

We are subject to laws of the United States and foreign jurisdictions relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions, and failure to comply with those laws, whether or not inadvertent, could subject us to legal actions and materially adversely affect our results of operations and financial condition.

We process, support and execute financial transactions, and disburse funds, on behalf of both government and commercial customers, often in partnership with financial institutions. This activity includes receiving debit and credit card information, processing payments for and due to our customers and disbursing funds on payment or debit cards to payees of our customers. As a result, we are subject to numerous laws and regulations in the United States (both federal and state) and in foreign jurisdictions, including the Electronic Fund Transfer Act, as amended, the Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the Bank Secrecy Act), as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (including the so-called Durbin Amendment), as amended, the Gramm-Leach-Bliley Act (also known as the Financial Modernization Act of 1999), as amended, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), as amended. Other United States (both federal and state) and foreign jurisdiction laws apply to our processing of certain financial transactions and related support services. These laws are subject to frequent changes, and new statutes and regulations in this area may be enacted at any time. Changes to existing laws, the introduction of new laws in this area or our failure to comply with existing laws that are applicable to us may subject us to, among other things, additional costs or changes to our business practices,
CNDT 2021 Annual Report
21

liability for monetary damages, fines and civil and/or criminal prosecution, unfavorable publicity, restrictions on our ability to process and support financial transactions and allegations by our customers, partners and clients that we have not performed our contractual obligations. Any of these could materially adversely affect our results of operations and financial condition.

Our data systems, information systems and network infrastructure may be subject to hacking or other cybersecurity threats and other service interruptions, which could expose us to liability, impair our reputation or temporarily render us unable to fulfill our service obligations under our contracts.

We are a leading provider of business processing services concentrated in transaction-intensive processing, analytics and automation. We act as a trusted business partner in both front office and back-office platforms, providing interactions on a substantial scale with our customers and other third-parties. Our customers include global commercial clients and government clients who depend upon our operational efficiency, non-interruption of service, and accuracy and security of information. We also use third-party providers such as subcontractors, software vendors, utility providers and network providers, upon whom we rely for our business processing services, to deliver uninterrupted, secure service. As part of our business processing services, we also develop system software platforms necessary to support our customers’ needs, with significant ongoing investment in developing and operating customer-appropriate operating systems, data bases and system software solutions. We also receive, process, transmit and store substantial volumes of information relating to identifiable individuals, both in our role as a service provider and as an employer, and we are subject to numerous laws, rules and regulations in the United States (both federal and state) and foreign jurisdictions designed to protect both individually identifiable information as well as personal health information. We also receive, process and implement financial transactions, and disburse funds, on behalf of both commercial and government customers, which activity includes receiving debit and credit card information to process payments due to our customers as well as disbursing funds to payees of our customers. As a result of these and other business processing services, the integrity, security, accuracy and non-interruption of our systems and information technology and that of our third-party providers and our interfaces with our customers are extremely important to our business, operating results, growth, prospects and reputation.

We have implemented security systems and controls, both directly and with third-party subcontractors and service providers, with the intent of maintaining both the physical security of our facilities and the data security of our customers’, clients’ and suppliers’ confidential information and information related to identifiable individuals (including payment card and debit and credit card information and health information) against unauthorized access through our information systems or by other electronic transmission or through the misdirection, theft or loss of physical media. These include, for example, the appropriate encryption of information. Despite such efforts, we are susceptible to breach of security systems which may result in unauthorized access to our facilities and those of our customers and/or the information we and our customers are trying to protect. Cybersecurity failure might be caused by computer hacking, malware, computer viruses, worms and other destructive software, “cyber-attacks” and other malicious activity, as well as natural disasters, power outages, terrorist attacks and similar events. Operational or business delays may also result from the disruption of network or information systems and subsequent remediation activities.

Because the techniques used to obtain unauthorized access are constantly changing and becoming increasingly more sophisticated and often are not recognized until launched against a target, we or our third-party service providers may be unable to anticipate these techniques or implement sufficient preventative measures. Hacking, malware, phishing, viruses and other “cyber-attacks” have become more prevalent, have occurred in our systems in the past, and may occur in our systems in the future. Although we have implemented and intend to continue to implement what we believe to be appropriate cyber practices and cybersecurity systems, these systems may prove to be inadequate and result in the disruption, failure, misappropriation or corruption of our network and information systems. Notwithstanding the preventative and protective measures we have in place, it may not be possible for us to fully or timely know if or when such incidents arise, or the full business impact of any cybersecurity breach.

Additionally, with advances in computer capabilities and data protection requirements to address ongoing threats, we may be required to expend significant capital and other resources to protect against potential security breaches or to alleviate problems caused by security breaches. Moreover, employee error or malfeasance, faulty password management or other irregularities may result in a defeat of our or our third-party service providers’ security measures and a breach of our or our third-party service providers’ information systems (whether digital, cloud-based or otherwise).

CNDT 2021 Annual Report
22

If unauthorized parties gain physical access to one of our or one of our third-party service providers’ facilities or gain electronic access to our or one of our third-party service providers’ information systems, such access could result in, among other things, unfavorable publicity and significant damage to our brand, governmental inquiry, oversight and possible regulatory action, difficulty in marketing our services, loss of existing and potential customers, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties and possible financial obligations for substantial damages related to the theft or misuse of such information, any of which could materially adversely affect our results of operations and financial condition. Similar consequences may arise if sensitive or confidential information is misdirected, lost or stolen during transmission or transport, or is stolen or misused. Moreover, a security breach could require us to devote significant management resources to address the problems created by the security breach and to expend significant additional resources to upgrade further the security measures that we employ to guard such personal information against "cyber-attacks" and to maintain various systems and data centers for our customers. Often these systems and data centers must be maintained worldwide and on a 24/7 basis. Although we endeavor to ensure that there is adequate backup and maintenance of these systems and centers, we have in the past experienced and in the future could experience service interruptions that could result in curtailed operations and loss of existing and potential customers, which could significantly reduce our revenues and profits in addition to significantly impairing our reputation. If our information systems and our back-up systems are damaged, breached or cease to function properly, we may have to make a significant investment to repair or replace them, and we may suffer interruptions in our operations in the interim, each of which could materially adversely affect our results of operations and financial condition.

In addition, our and our customers’ systems and networks are subject to continued threats of terrorism, which could disrupt our operations as well as disrupt the utilities and telecommunications infrastructure on which our business depends. To the extent any such disruptions were to occur, our business, operating results and financial condition could be materially adversely affected.

If we fail to meet industry data security standards, our ability to meet contractual obligations may be impaired and result in contractual damage or contract breach claims.

In some of our services lines, we are contractually subject to industry data security standards. These industry data security standards include Card Brand (Visa, Mastercard, American Express, Discover and JCB) operating rules, certification requirements and rules governing electronic funds transfers, including the Payment Card Industry Data Security Standard (PCI DSS), a data security standard applicable to companies that collect, store or transmit payment card data. Another industry standard is the Health Information Trust Alliance (HITRUST) which applies to aspects of the healthcare industry in addition to other industries. While we are taking steps to achieve future compliance and/or certification for our systems, and in the future we may not be able to maintain compliance with PCI DSS, HITRUST and other applicable industry standards. We are taking steps to achieve compliance and/or certification for our systems, but we cannot assure that these efforts will be successful in the time required or at all. Any failure to comply fully or materially with PCI DSS, HITRUST and other applicable industry standards now or at any point in the future may provide customers the right to terminate contracts with us or to enforce provisions obligating us to reimburse them for any penalties or costs incurred by them as a result of our non-compliance, or subject us to other fines, penalties, damages or civil liability, each of which could have a material adverse effect on our business, financial condition and results of operations. In addition, failure to meet PCI DSS standards could result in the loss of our ability to accept credit card payments and the failure to meet HITRUST standards could impact our ability to service customers in the healthcare and other industries, both of which could have a material adverse impact on our business, results of operations and financial condition.

Our results of operations and financial condition could be materially adversely affected by legal and regulatory matters.

We are potentially subject to various contingent liabilities that are not reflected on our balance sheet, including those arising as a result of being involved in a variety of claims, lawsuits, investigations and proceedings concerning: securities laws; governmental and non-governmental entity contracting, servicing and governmental entity procurement laws; intellectual property laws; environmental laws; employment laws; the Employee Retirement Income Security Act of 1974 (ERISA); and other laws, regulations and contractual undertakings, as discussed under Note 16 – Contingencies and Litigation to our Consolidated Financial Statements. If developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual or materially increase an existing accrual, or if any of these matters result in an adverse judgment or are settled for significant amounts above any existing accruals, it could materially adversely affect our results of
CNDT 2021 Annual Report
23

operations and financial condition in the period or periods in which such change in determination, judgment or settlement occurs. There can be no assurances as to the favorable outcome of any claim, lawsuit, investigation or proceeding. It is possible that a resolution of one or more such proceedings, through judgment, settlement or otherwise, could require us to make substantial payments to satisfy judgments, fines or penalties or settlement amounts, any of which could materially adversely affect our results of operations and financial condition. Additionally, the terms of dismissal, settlement, release or other resolution may permit certain claims to be reopened under certain conditions. Claims, lawsuits investigations and proceedings involving the Company could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain services, requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. In addition, it can be very costly to defend litigation and these costs could materially adversely affect our results of operations and financial condition. Refer to Note 16 – Contingencies and Litigation to our Consolidated Financial Statements.

Financial Risks

We have recorded significant goodwill impairment charges and may be required to record additional charges to future earnings if our goodwill or intangible assets become impaired.

We are required under generally accepted accounting principles to review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets and/or goodwill may not be recoverable include a decline in stock price and market capitalization, slower growth rates in our industry or our own operations, and/or other materially adverse events that have implications on the profitability of our business or business segments. We may be required to record additional charges to earnings during the period in which any impairment of our goodwill or other intangible assets is determined which could adversely impact our results of operations. As of December 31, 2021, our goodwill balance was $1.3 billion, which represented 33.2% of total consolidated assets. Refer to Note 8 – Goodwill and Intangible Assets, Net to our Consolidated Financial Statements for additional information about our 2019 goodwill impairment.

Our significant indebtedness could materially adversely affect our results of operations and financial condition.

We have and will continue to have a significant amount of debt and other obligations. Our substantial debt and other obligations could have important consequences.

For example, it could (i) increase our vulnerability to general adverse economic and industry conditions; (ii) limit our ability to obtain additional financing for future working capital, capital expenditures, acquisitions and other general corporate requirements; (iii) require us to dedicate a substantial portion of our cash flows from operations to service debt and other obligations thereby reducing the availability of our cash flows from operations for other purposes; (iv) limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate; (v) place us at a competitive disadvantage compared to our competitors that have less debt; and (vi) become due and payable upon a change in control. If new debt is added to our current debt levels, these related risks could increase.

Our ability to make payments on and to refinance our indebtedness, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

The terms of our indebtedness may restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.

The terms of our indebtedness include several restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests. These may restrict our and our subsidiaries’ ability to take some or all of the following actions:

CNDT 2021 Annual Report
24

incur or guarantee additional indebtedness or sell disqualified or preferred stock;
pay dividends on, make distributions in respect of, repurchase or redeem capital stock;
make investments or acquisitions;
sell, transfer or otherwise dispose of certain assets;
create liens;
enter into sale/leaseback transactions;
enter into agreements restricting the ability to pay dividends or make other intercompany transfers;
consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;
enter into transactions with affiliates;
prepay, repurchase or redeem certain kinds of indebtedness;
issue or sell stock of our subsidiaries; and/or
significantly change the nature of our business.

As a result of all of these restrictions, we may be:
limited in how we conduct our business and pursue our strategy;
unable to raise additional debt financing to operate during general economic or business downturns; or
unable to compete effectively or to take advantage of new business opportunities.

A breach of any of the restrictive covenants, if applicable, could result in an event of default under the terms of this indebtedness. If an event of default occurs, the lenders would have the right to accelerate the repayment of such debt and the event of default or acceleration may result in the acceleration of the repayment of any other of our debt to which a cross-default or cross-acceleration provision applies. Furthermore, under this indebtedness we have pledged our assets as collateral as security for our repayment obligations. If we were unable to repay any amount of this indebtedness when due and payable, the lenders could proceed against the collateral that secures this indebtedness. In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness, which could materially adversely affect our results of operations and financial condition.

In addition, our credit facility bears interest at a rate that varies depending on LIBOR. On July 27, 2017, the UK's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. The announcement indicates that LIBOR will not continue to exist on the current basis. More recently, on March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative. Specifically, this occurred immediately after December 31, 2021, in the case of all sterling, euro, Swiss franc and Japanese yen settings, and the 1-week and 2-month US dollar settings; and will occur immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. Our borrowings are based on these remaining U.S. dollar settings. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, announced a recommendation to replace U.S. dollar LIBOR with a new index calculated based on overnight transactions under short-term repurchase agreements, backed by U.S. Treasury securities called the Secured Overnight Financing Rate (SOFR). However, there is currently no definitive successor reference rate to LIBOR and various industry organizations are still working to develop workable transition mechanisms and whether SOFR attains market traction as a LIBOR replacement tool remains in question at this time. LIBOR related changes may negatively impact costs of borrowings under our credit facilities, which could have an adverse effect on our results of operations.

Our profitability is dependent upon our ability to obtain adequate pricing for our services and to improve our cost structure.

Our success depends on our ability to obtain adequate pricing for our services that will provide a reasonable return to our shareholders. Depending on competitive market factors, future prices we obtain for our services may decline from previous levels. If we are unable to obtain adequate pricing for our services, it could materially adversely affect our results of operations and financial condition. In addition, our contracts are increasingly requiring tighter timelines for implementation as well as more stringent service level metrics. This makes the bidding process for new contracts much more difficult and requires us to adequately consider these requirements in the pricing of our services.

To meet the service requirements of our customers, which often includes 24/7 service, and to optimize our employee cost base, including our back-office support, we often locate our delivery service and back-office support
CNDT 2021 Annual Report
25

centers in lower-cost locations, including several developing countries. Concentrating our centers in these locations presents several operational risks, many of which are beyond our control, including the risks of political instability, natural disasters, safety and security risks, labor disruptions, excessive employee turnover and rising labor rates. Additionally, a change in the political environment in the United States or the adoption and enforcement of legislation and regulations curbing the use of such centers outside of the United States could materially adversely affect our results of operations and financial condition. These risks could impair our ability to effectively provide services to our customers and keep our costs aligned to our associated revenues and market requirements.

Our ability to sustain and improve profit margins is dependent on a number of factors, including our ability to continue to improve the cost efficiency of our operations through such programs as RPA, to absorb the level of pricing pressures on our services through cost improvements, our ability to hire and retain employees in the current global labor markets and to successfully complete information technology initiatives. If any of these factors adversely materialize or if we are unable to achieve and maintain productivity improvements through restructuring actions or information technology initiatives, our ability to offset labor cost inflation and competitive price pressures would be impaired, each of which could materially adversely affect our results of operations and financial condition.

If we are unable to collect our receivables for billed or unbilled services, our results of operations and financial condition could be materially adversely affected.

The profitability of certain of our large contracts depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. Actual losses on client balances could differ from current estimates and, as a result, may require adjustment of our receivables for unbilled services. Our receivables include long-term contracts. Over the course of a long-term contract, our customers’ financial condition may change such that their ability to pay their obligations, and our ability to collect our fees for services rendered, is adversely affected. Additionally, we may perform work for the federal, state and local governments, with respect to which we must file requests for equitable adjustment or claims with the proper agency to seek recovery in whole or in part, for out-of-scope work directed or caused by the government customer in support of its project, and the amounts of such recoveries may not meet our expectations or cover our costs. Timely collection of client balances also depends on our ability to complete our contractual commitments (such as our ability to achieve specified milestones in percentage-of-completion contracts) and bill and collect our contracted revenues. If we are unable to meet our contractual requirements, we might experience delays in collection of and/or be unable to collect our client balances, and if this occurs, our results of operations and financial condition could be adversely affected. In addition, if we experience an increase in the time to bill and collect for our services, our results of operations and financial condition could be materially adversely affected.

A decline in revenues from or a loss or failure of significant clients could materially adversely affect our results of operations and financial condition.

Our results of operations and financial condition could be materially adversely affected by the loss or failure of significant clients or any significant reduction in revenue volumes from our significant clients, which has occurred in the past and could occur in the future. Some of our clients are in business sectors which have experienced significant financial difficulties or consolidation, and/or the reduction of volumes or their inability to make payments to us, as a result of, among other things, their merger or acquisition, divestiture of assets or businesses, contract expiration, nonrenewal or early termination (including termination for convenience) or business or financial failure or deterioration. Economic and political conditions could affect our clients’ businesses and the markets they serve. Competition from other service providers and bringing these services in-house could also be expected to adversely impact our revenues.

We have non-recurring revenue, which subjects us to a risk that our revenues and cash flows from operations may fluctuate from period to period.

Revenue generated from our non-recurring services may fluctuate due to factors both within and outside of our control. Our mix of non-recurring and recurring revenues is impacted by acquisitions as well as growth in our non-recurring lines of business, as well as our strategic decisions to exit or reduce our services in particular service areas. There is less predictability and certainty in the timing and amount of revenues generated by our non-recurring services and, accordingly, our results of operations and financial condition could be materially adversely affected by the timing and amount of revenues generated from our non-recurring services

CNDT 2021 Annual Report
26

The failure to obtain or maintain a satisfactory credit rating could adversely affect our liquidity, capital position, borrowing costs, access to capital markets and ability to post surety or performance bonds to support clients’ contracts.

Any future downgrades to our credit rating could negatively impact our ability to renew contracts with our existing clients, limit our ability to compete for new clients, result in increased premiums for surety or performance bonds to support our clients’ contracts and/or result in a requirement that we provide collateral to secure our surety or performance bonds. Further, certain of our commercial outsourcing contracts provide that, in the event our credit ratings are downgraded to specified levels, the client may elect to terminate its contract with us and either pay a reduced termination fee or, in some limited instances, no termination fee. Such a credit rating downgrade could adversely affect these client relationships.

There can be no assurance that we will be able to maintain our credit ratings. Any additional actual or anticipated downgrades of our credit ratings, including any announcement that our ratings are under review for a downgrade, may have a negative impact on our liquidity, capital position and access to capital markets.

Increases in the cost of telephone and data services or significant interruptions in such services could materially adversely affect our results of operations and financial condition.

Our business is significantly dependent on telephone and data services provided by various local and long distance telephone and data service providers around the world. Accordingly, any disruption of these services could materially adversely affect our results of operations and financial condition. We have taken steps to mitigate our exposure to service disruptions by investing in redundant circuits, although there is no assurance that the redundant circuits would not also suffer disruption. Any inability to obtain telephone or data services at favorable rates could materially adversely affect our results of operations and financial condition. Where possible, we have entered into long-term contracts with various providers to mitigate short-term rate increases and fluctuations. There is no obligation, however, for the vendors to renew their contracts with us, or to offer the same or lower rates in the future, and such contracts are subject to termination or modification for various reasons outside of our control. A significant increase in the cost of telephone or data services that is not recoverable through an increase in the price of our services could materially adversely affect our results of operations and financial condition. In addition, a number of our facilities are located in jurisdictions outside of the United States where the provision of utility services, including electricity and water, may not be consistently reliable, and while there are backup systems in many of our operating facilities, an extended outage of utility or network services could materially adversely affect our results of operations and financial condition.

We are a holding company and, therefore, may not be able to receive dividends or other payments in needed amounts from our subsidiaries.

Our principal assets are the shares of capital stock and indebtedness of our subsidiaries. We rely on dividends, interest and other payments from these subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations, paying corporate expenses and, if determined by our Board, paying dividends to shareholders and repurchasing common shares. Certain of our subsidiaries are subject to regulatory requirements of the jurisdictions in which they operate or other restrictions that may limit the amounts that these subsidiaries can pay in dividends or other payments to us. No assurance can be given that there will not be further changes in law, regulatory actions or other circumstances that could restrict the ability of our subsidiaries to pay dividends to us. In addition, due to differences in tax rates, repatriation of funds from certain countries into the United States could have unfavorable tax ramifications for us.


COVID-19 Pandemic Related Risks

Our business has been and will continue to be negatively impacted by the ongoing coronavirus pandemic.

Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic and has spread to most regions of the world.

CNDT 2021 Annual Report
27

As a result of the COVID-19 pandemic, we have experienced and can be expected to continue to experience disruptions to our business, our operations, the delivery of our services and customer demand for our services and business offerings, including:

Social distancing, shelter-in-place and stay-at-home requirements and guidance of national, regional, state and local governments have required that substantial services being performed by us for our customers be shifted to work-from-home alternatives, which have created added burdens, risks and costs, including but not limited to: the added cost and uncertainty created by a significant change in our delivery model; delays and disruptions resulting from organizing and implementing work-from-home solutions, particularly in our lower cost geographies, such as India and the Philippines, which have not in the past generally permitted or accommodated work-from-home alternatives; customer protocols not allowing, without express customer waiver or permission, work-from-home alternatives, due to sensitivity of customer data, inclusion of personally identifiable information, cybersecurity and data security concerns, and other factors; delays and disruptions in providing customer services which may adversely affect our reputation and may in the future result in failure to satisfy customer contract requirements and other noncompliance issues; challenges in and cost of equipping work-from-home solutions with appropriate technology equipment and software, with suitable security protections; potential for increased cybersecurity and other data security issues; compliance with legal, regulatory, industry and customer standards and specifications; and increased logistical issues resulting from unexpected shift in service delivery model. As a result of these and other factors related to work-from-home solutions, we have experienced and can be expected to continue to experience delays and disruptions and an adverse impact on our business, operations, costs, satisfaction of customer requirements and operating results and financial condition.

The COVID-19 pandemic has impacted and may be expected to continue to adversely impact customer demand for our services and business offerings. Many of our customers have experienced and will continue to experience substantial disruption in their own operations. In addition, many of our governmental and non-governmental customers have been allocating resources and management attention away from the ordinary conduct of their business and toward responding to COVID-19 related emergent events. Our sales and marketing personnel are also largely required to perform their services via virtual or other telecommunication alternatives, rather than in-person interactions. The COVID-19 pandemic has also resulted in greater customer uncertainty in their short-term and longer-term needs. In addition, under certain contracts we earn revenues based on the number of transactions processed, such as, for example, certain transportation and credit card processing arrangements where the number of transactions has decreased due to the COVID-19 pandemic. These and other pandemic-related factors have and will continue to adversely impact revenues, sales, new business opportunities, pricing and our sales pipeline.

Further, our management has been focused on mitigating the impact of the COVID-19 pandemic, which has required and will continue to require a substantial investment of time and resources across our enterprise. This has resulted and can be expected to continue to result in a diversion of management attention, resources and previously planned investments away from strategic, operational and technological initiatives which had been intended to improve customer demand, new business opportunities, business retention, service delivery, potential divestitures or acquisitions, and the overall profitability of our business and we cannot predict how long this may continue.

Our government contracts are often subject to a government entity’s right to change the scope of work or to terminate their project for funding reasons or at their convenience. Due to the COVID-19 pandemic and its current and future impact on governments, budgets and resources, we may experience government contracts’ reductions or terminations.

We are a leading provider of business processing services concentrated on transaction-intensive processing including financial transactions. If we fail to satisfy a customer’s requirements or specifications, we could incur additional costs to address such dissatisfaction or on account of such deficiency as well as receive notice of termination. The COVID-19 pandemic has had and can be expected to continue to have an impact on compliance and non-interruption of service under certain customer contractual requirements, and certain customer relationships can be expected to be adversely impacted, in addition to our incurring added costs in response to any deficiency.

CNDT 2021 Annual Report
28

The COVID-19 pandemic may have had and may continue to have an adverse impact on the operations, financial results and finances of many of our customers, which could impact customer payment cycles and payments due from customers.

We rely on third parties to provide technology, other services and products we need to operate our business. Delays or interruption in the operations of third parties on which we rely may result in disruptions in our own operations and fulfillment of our customers’ requirements.

The economic downturn could also result in the carrying value of our goodwill or other intangible assets exceeding their fair value, which could require us to recognize further asset impairment.

We also cannot predict the impact of remote working arrangements on our internal systems and normal administrative services.

To the extent we draw under our credit facility, our debt would increase. Such increase in our level of debt could adversely affect our financial results or ability to incur additional debt and could negatively impact our credit ratings. In addition, because of the risks described above, we may be required to raise additional debt or equity financing, and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects, our credit ratings, and the outlook for our industry as a whole. If, as a result of COVID-19, credit agencies downgrade our credit ratings, or general market conditions were to ascribe higher risk to our credit rating levels, our access to capital and cost of debt financing may be negatively impacted and certain of our existing commercial agreements may require us to post collateral; the continuing impact of the COVID-19 pandemic could also negatively impact our compliance with our financial covenants under our credit facilities. In addition, the terms of future debt agreements could include more restrictive covenants.

The trading prices for our common shares and the securities of other companies in our industry have been highly volatile because of the COVID-19 pandemic and a recession, depression or other sustained adverse market event resulting from the COVID-19 pandemic could materially and adversely affect the financial markets, the value of our common shares and our ability to obtain equity or debt financing on favorable or acceptable terms.

The COVID-19 pandemic continues to rapidly evolve, and additional material impacts and disruptions are likely to occur. These and other factors, which may worsen, can be expected to have a material adverse impact on our business, operations, financial results and capital resources. The ultimate impact of the COVID-19 pandemic on us is highly uncertain and subject to change and will depend on future developments, which cannot be accurately predicted, including: the duration of the pandemic; the impact of COVID-19 on countries in which our employees are based, including India, which has recently suffered a severe outbreak; continued emergence of new strains of COVID-19, such as the Delta and Omicron variants; the availability of an effective vaccine and the speed with which it is administered to the public; additional or modified government actions; new information that will emerge concerning the severity and impact of COVID-19; and the actions taken to contain COVID-19 or address its impact in the short and long-term, among others. Furthermore, additional waves of COVID-19 infections or the spread of additional variants (as well as the outbreak of other infectious diseases in the future), such as the Delta and Omicron variants, could have the same or more serious adverse effects on our business. The impact of COVID-19 has also exacerbated and may continue to exacerbate other risks discussed herein, any of which could have a material effect on us. We do not yet know and cannot predict the full extent of potential impacts on our business, our services and business offerings or our operating results and financial condition.
CNDT 2021 Annual Report
29

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

We lease and own numerous facilities worldwide with larger concentrations of space in Kentucky, New Jersey, California, Mexico, Guatemala, India, the Philippines, Jamaica and Romania. Our owned and leased facilities house general offices, sales offices, service locations, call centers and distribution centers. The size of our property portfolio as of December 31, 2021 was approximately 5.6 million square feet at an annual operating cost (lease costs and expenses) of approximately $138 million and was composed of 197 leased properties and 4 owned properties. We believe that our current facilities are suitable and adequate for our current businesses. Because of the interrelation of our business segments, each of the segments uses substantially all of these properties at least in part.

We had 0.3 million square feet of our leased and owned properties that became surplus in 2021 due to the implementation of our efficiency initiatives to consolidate our real estate footprint. We aggressively managed our surplus properties through early terminations and subleasing of leased properties and the sale of owned properties. As a result, approximately 0.6 million square feet of the surplus property portfolio were resolved during the year ended December 31, 2021. Additional leased and owned properties may become surplus in the future as we continue to optimize our workforce location strategy based on existing conditions and leverage enhanced work-from-home capabilities. We are obligated to maintain our leased surplus properties through required contractual lease periods and plan to dispose of or sublease these properties.

ITEM 3. LEGAL PROCEEDINGS

The information set forth under Note 16 – Contingencies and Litigation to the Consolidated Financial Statements in Part II, Item 8 is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

CNDT 2021 Annual Report
30

Part II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stock Exchange Information

The common stock of Conduent began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ, where it remains listed under the ticker "CNDT".

Common Shareholders of Record

There were 22,153 shareholders of record as of January 31, 2022.

Conduent Common Stock Dividends

We did not pay any dividends on our common stock in 2021. We intend to retain future earnings for use in the operation of our business and to fund future growth. We do not anticipate paying any dividends on our common stock for the foreseeable future.

Performance Graph

cndt-20211231_g1.jpg



Sales of Unregistered Securities During the Quarter Ended December 31, 2021

None

CNDT 2021 Annual Report
31

Securities Authorized for Issuance Under Existing Equity Compensation Plans

Information about securities authorized for issuance under existing equity compensation plans is incorporated by reference from Item 12—Securities Authorized for Issuance Under Existing Equity Compensation Plans.


ITEM 6. [RESERVED]


CNDT 2021 Annual Report
32

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis (MD&A) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations and liquidity are discussed in order of magnitude. Our MD&A is presented in six sections:
Overview;
Financial Information and Analysis of Results of Operations;
Metrics;
Capital Resources and Liquidity;
Critical Accounting Estimates and Policies; and
Recent Accounting Changes.

This MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes in this Form 10-K for the year ended December 31, 2021. This MD&A provides additional information about our operations, current developments, financial condition, cash flows and results of operations.

The year-over-year comparisons in this MD&A are as of and for the years ended December 31, 2021 and 2020, unless stated otherwise. The discussion of 2020 results and related year-over-year comparisons as of and for the years ended December 31, 2020 and 2019 are found in Item 7 of Part II of our Form 10-K for the year ended December 31, 2020.
Throughout the MD&A, we refer to various notes to our Consolidated Financial Statements which appear in Item 8 of this Form 10-K, and the information contained in such notes is incorporated by reference into the MD&A in the places where such references are made.
Overview

With revenues of $4.1 billion, we are a leading provider of business process services with expertise in transaction-intensive processing, analytics and automation. We serve 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.

Headquartered in Florham Park, New Jersey, we have a team of approximately 60,000 people as of December 31, 2021, servicing customers from service centers in 24 countries. In 2021, 10% of our revenue was generated outside the U.S.

Our reportable segments correspond to how we organize and manage the business and are aligned to the industries in which our clients operate.

We organize and manage our businesses through three reportable segments.
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 operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for our clients and their consumers and employees.
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, health services, program administration, transaction processing and payment services. Our solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.
Transportation Our Transportation segment provides systems and support, as well as revenue-generating services, to government clients. On behalf of government agencies and authorities in the transportation industry, we deliver mission-critical mobility and payment solutions that improve automation, interoperability and
CNDT 2021 Annual Report
33

decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

Significant 2021 Actions
Stabilizing Revenue - Revenue of $4,140 million for the year ended December 31, 2021 was a decline of 0.55%, a significantly improved trend compared with the prior year.
Strong Net Annual Recurring Revenue (ARR) Activity results: In the fourth quarter of 2020, we introduced the Net ARR activity Metric, a trailing twelve-month metric that measures the revenue from recurring services provided to a client inclusive of all new business annual recurring revenue, notification of lost clients and contractual impacts to price and volume. We have seen steady positive growth in this metric from $60 million in the fourth quarter of 2020 to $128 million in the fourth quarter of 2021, an increase of 113%. This increase is driven by new business ARR signings of $408 million for the year ended December 31, 2021, an increase of 16% compared to that of the prior year, and stronger retention of existing clients.
Debt Refinancing - On October 15, 2021, the Company closed on a debt refinancing and extended its maturity profile. The debt refinancing transactions were as follows:
Term Loan A due 2026 in the amount of $265 million;
Term Loan B due 2028 in the amount of $515 million;
Senior Notes due 2029 in the amount of $520 million; and
Revolving Credit Facility maturing 2026 in the amount of $550 million
Upon closing the debt refinancing, $100 million was borrowed under the new revolving credit facility. The net proceeds of the new Term Loan A, Term Loan B, Senior Notes and $100 million of borrowing under the Revolver were used to repay the borrowings under the 2016 Credit Facilities that were outstanding on October 15, 2021. This $100 million was repaid on February 11, 2022. Refer to Note 11 – Debt in the Consolidated Financial Statements for definition of 2016 Credit Facilities and additional information on the debt refinancing.
Disposition – In December 2021, we entered into an agreement with Symplr Software, Inc. to sell our Midas suite of patient safety, quality and advanced analytics solutions for cash consideration of $321 million subject to customary working capital adjustments. The Midas solution represented approximately $70 million and $72 million of revenue in 2021 and 2020, respectively. The transaction closed on February 8, 2022.
Global Labor Market Dynamics – To address the significant change in the labor market environment, we responded by strengthening our talent acquisition organization and processes and maintaining an appropriate mix of work-from-home and work-from-office roles, which has resulted in increasing hire rates and improved ratings on Comparably and Glassdoor.

Significant 2020 Actions
Strong new business signings results A strong year of new business with total contract value (TCV) signings of $1,934 million in 2020, representing an increase of 94% compared to that of the prior year period.
Draw down on revolver In March 2020, we drew down $150 million of our $750 million 2016 Revolving Credit Facility as a precautionary measure in response to the COVID-19 pandemic. This amount was repaid in December 2020.
Cost savings initiative – Beginning in the first quarter of 2020, we expanded the focus of our efficiency initiatives to include both permanent and temporary cost efficiencies, aimed to offset as much of the COVID-19 related negative impacts as possible. We announced an initial target amount of approximately $100 million of cost savings impact in 2020 and subsequently increased this amount throughout the year. We achieved approximately $145 million of cost savings impact in 2020 in both permanent savings, such as headcount and vendor optimization, and temporary savings, such as furloughs and reduced travel.
Operational improvements – We have made significant progress on our “Growth”, “Quality”, and “Efficiency”
CNDT 2021 Annual Report
34

initiatives by leveraging changes to people, process, and technology. Specific actions have included standardizing governance processes for client implementations, account management, and incident response, centralizing and enhancing the salesforce, restructuring to leverage a shared services model and addressing spans and layers, instituting a global IT command center, continuing to make progress on the data center consolidation plan, among others. These actions have resulted in improvements across the “Growth”, “Quality”, and “Efficiency” pillars. For example, we have shown a significant reduction of the number of technology-related incidents and outages, improvements in associate satisfaction survey results, and increases in service level agreement payments from customers.

COVID-19 Outbreak
Throughout the COVID-19 pandemic, we have continued to provide critical and best-in-class services to our customers and their end-users, while ensuring the health and safety of our associates. To address the potential impact to our business over the near-term, our Business Continuity team established a proactive plan in the first quarter of 2020 that has continued throughout the pandemic, which includes:

Supporting our associates with several specific initiatives, including making improvements to our policies to extend short term disability, providing extra supplemental sick leave coverage and introducing a hardship leave policy.

Increased sanitation and social distancing for required on-site essential associates.

At the end of 2021, we continued to have most of our workforce in a work-from-home environment. We will continue to assess when to bring associates back to our offices, as appropriate, based on the specific COVID-19 conditions in certain geographies, as well as business requirements.

As the crisis continues, we may revise our approach to these initiatives or take additional actions to meet the needs of our employees, customers and their end-users as well as the Company's needs and to continue to provide our mission-critical services and solutions.

Refer to the discussion of results of operations below for additional discussion of COVID-19 pandemic related effects.

CNDT 2021 Annual Report
35

Financial Information
The section below provides a comparative discussion of our consolidated results of operations for the year ended December 31, 2021 and 2020. See Item 7. MD&A–Financial Information in our Annual Report on Form 10-K for the year ended December 31, 2020, for a comparative discussion of our consolidated results of operations between 2020 and 2019.
 Year Ended December 31,2021 vs. 2020
(in millions)20212020$ Change% Change
Revenue$4,140 $4,163 $(23)(1)%
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)3,138 3,209 $(71)(2)%
Selling, general and administrative (excluding depreciation and amortization)544 468 $76 16 %
Research and development (excluding depreciation and amortization)300 %
Depreciation and amortization352 459 (107)(23)%
Restructuring and related costs45 67 (22)(33)%
Interest expense55 60 (5)(8)%
Loss on extinguishment of debt15 — 15 nm
Loss on divestitures and transaction costs17 (14)(82)%
Litigation costs, net20 (17)(85)%
Other (income) expenses, net500 %
Total Operating Costs and Expenses4,165 4,302 (137)
Loss Before Income Taxes(25)(139)114 
Income tax expense (benefit)(21)24 
Net Loss$(28)$(118)$90 

Revenue
Revenue for 2021 decreased, compared to the prior year. This is due to lost business from prior years, partially offset by increases attributable to lesser impacts of the COVID-19 pandemic across our Transportation and Commercial Industries segments, increased volumes in our Government Services segment, primarily a result of increased payments activity because of Federal stimulus, and the ramp of new business.

Cost of Services (excluding depreciation and amortization)
Cost of services for 2021 decreased, compared to the prior year, mainly driven by revenue mix, lost business, our efficiency initiatives and cost actions.

Selling, General and Administrative (SG&A) (excluding depreciation and amortization)
SG&A for 2021 increased, compared to the prior year, mainly driven by $32 million of costs related to an abandonment of an internal project initiated in 2018 by prior leadership, an increase in certain employee-compensation costs, growth in the sales organization and higher recruiting expenses. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for additional information on the abandonment of the internal project.
CNDT 2021 Annual Report
36


Depreciation and Amortization
Depreciation and amortization for 2021 decreased, compared to the prior year, primarily due to a portion of certain customer relationship intangible assets being fully amortized in the first quarter of 2021.

Restructuring and Related Costs
We engage in a series of restructuring programs related to downsizing our employee base, reducing our real estate footprint, exiting certain activities, outsourcing certain internal functions, consolidating our data centers and engaging in other actions designed to reduce our cost structure and improve productivity. The following are the components of our Restructuring and related costs:
Year Ended December 31,
(in millions, except headcount in whole numbers)20212020
Severance and related costs$$14 
Data center consolidation23 23 
Termination and asset impairment costs10 22 
Total Net Current Period Charges41 59 
Consulting and other costs(1)
Restructuring and Related Costs$45 $67 
Reduction in headcount(2)
400 1,600 
__________

(1)Represents professional support costs associated with certain strategic transformation programs.
(2)Relates to approximate headcount reductions worldwide associated with Severance and related costs

Refer to Note 9 – Restructuring Programs and Related Costs to the Consolidated Financial Statements for additional information regarding our restructuring programs.

Interest Expense
Interest expense represents interest on long-term debt and the amortization of debt issuance costs. The decrease in Interest expense for 2021, compared to the prior year, was driven primarily by lower interest rates, a lower Term Loan A due 2023 principal balance and the May 1, 2021 repayment of the previously outstanding $34 million Senior Notes due 2024. Additionally, 2020 included interest expense attributable to the $150 million drawdown on our Senior Revolving Credit Facility (Prior Revolver) in March 2020, which was repaid in December 2020. These decreases were partially offset by interest on the Senior notes due 2029. Refer to Note 11 – Debt to the Consolidated Financial Statements for additional information.

Loss on Divestitures and Transaction Costs
The costs incurred in 2021 consist of professional fees and other costs related to certain divestiture activities. The costs included in 2020 consist of professional fees related to the strategic review by the Company's Board of Directors and reserves for certain divestiture related litigation.

Litigation Costs, Net
Net litigation costs for 2021 and 2020 primarily consist of reserves for various matters that are subject to litigation. The prior year amount related to certain reimbursement matters with our former parent company, Xerox Corporation.

Refer to Note 16 – Contingencies and Litigation to the Consolidated Financial Statements for additional information.

Other (Income) Expenses, Net
Other (income) expenses, net for 2021 and 2020 primarily includes an impairment loss on an equity investment, foreign currency transaction losses (gains), interest income and the Student Loan business shut-down costs.

CNDT 2021 Annual Report
37

Income Taxes
The 2021 effective tax rate was (9.7)%, compared to 15.1% for 2020. The 2021 rate was lower than the U.S. statutory rate of 21%, primarily due to the geographic mix of income, valuation allowances, non-deductible expenses and tax settlement adjustments, partially offset by tax credits. The 2020 rate was lower than the U.S. statutory rate of 21%, primarily due to the geographic mix of income, tax settlements, and valuation allowances partially offset by tax credits. The GAAP tax rate is lower in 2021 compared to 2020 due to the impact of discrete tax charges and a small pre-tax loss.

Excluding the impact of amortization, restructuring and other adjustments and discrete tax items, the normalized effective tax rate for 2021 was 26.6%, consistent with the 2020 rate of 27.3%.

The Company believes it is reasonably possible that unrecognized tax benefits of approximately $11 million will reverse within 12 months due to anticipated audit settlements.

In recent years, government agencies and global organizations have had an increased focus on the issues of taxation of multinational corporations. During 2021, following a framework agreement reached between almost all member countries of the Organization for Economic Co-operation and Development (OECD), the OECD released rules around global taxation of the digital services businesses and a global minimum tax rate, commonly referred to as Pillar 1 and Pillar 2 of the Base Erosion and Profit Shifting (BEPS) initiative, respectively. Pillar 1 addresses the broader challenge of a digitalized economy and focuses on the allocation of group profits among taxing jurisdictions based on a market based concept rather than historical “permanent establishment” concepts. Pillar 1 is directed at companies with revenues greater than 20 billion Euro and is not applicable to Conduent. Pillar 2 addresses the remaining BEPS risk of profit shifting to entities in low tax jurisdictions by introducing a global minimum tax rate and a proposed withholding tax on certain base eroding payments. Pillar 2 may have limited application to Conduent but we do not anticipate a material impact based on current guidance.
CNDT 2021 Annual Report
38

Operations Review of Segments

Our financial performance is based on Segment Profit/(Loss) and Segment Adjusted EBITDA for the following three segments:

Commercial Industries,
Government Services, and
Transportation.

Other includes our divestitures and our Student Loan business, which the Company exited in the third quarter of 2018.

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

The section below provides a comparative discussion of our financial performance by segment between the year ended December 31, 2021 and 2020. See Item 7. MD&A - Operations Review of Segments in our Annual Report on Form 10-K for the year ended December 31, 2020 for a comparative discussion of our consolidated results of operations by segment between 2020 and 2019.

Segment Performance Review
(in millions)Commercial IndustriesGovernment ServicesTransportationOtherUnallocated CostsTotal
Year Ended Dec 31, 2021DivestituresOther
Total Revenue$2,076 $1,318 $746 $— $— $— $4,140 
Segment profit (Loss)$137 $412 $75 $— $$(388)$237 
Adjusted EBITDA$240 $440 $109 $— $$(303)$487 
% of Total Revenue50.1 %31.8 %17.9 %— %— %— %100.0 %
Adjusted EBITDA Margin11.6 %33.4 %14.6 %— %— %— %11.8 %
Year Ended Dec 31, 2020
Total Revenue$2,163 $1,281 $719 $— $— $— $4,163 
Segment profit (Loss)$150 $372 $82 $— $$(348)$265 
Adjusted EBITDA$258 $397 $117 $— $$(294)$480 
% of Total Revenue52.0 %30.8 %17.3 %— %— %— %100.0 %
Adjusted EBITDA Margin11.9 %31.0 %16.3 %— %— %— %11.5 %
CNDT 2021 Annual Report
39


(in millions)Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)202120202019
Income (Loss) Before Income Taxes(25)(139)(2,106)
Reconciling items:
Amortization of acquired intangible assets135 239 246 
Restructuring and related costs45 67 71 
Interest expense55 60 78 
Loss on extinguishment of debt15 — — 
Goodwill impairment— — 1,952 
Loss on divestitures and transaction costs17 25 
Litigation costs, net20 17 
Other (income) expenses, net(10)
Segment Pre-Tax Income (Loss)$237 $265 $273 
Segment depreciation and amortization218 222 216 
NY MMIS/HE charge (credit)— — 
CA MMIS charge (credit)— (7)— 
Abandonment of internal project32 — — 
Other adjustments— — 
Adjusted EBITDA$487 $480 $494 

Commercial Industries Segment

Revenue

Commercial Industries revenue for 2021 decreased, compared to the prior year, due to reduced revenue from our HSA offering "Benefit Wallet" (within our HRLS business) as a result of Federal Reserve initiated interest rate reductions, as well as lost business from prior years, partially offset by the ramp of new business.

Segment Profit and Adjusted EBITDA

Decreases in the Commercial Industries segment profit and adjusted EBITDA for 2021, compared to the prior year, were mainly driven by overall revenue declines and the dynamics of a challenging labor market in both North America and Europe, partially offset by the result of progress in our efficiency initiatives and one-time contract exit costs in the second quarter of 2020.

Government Services Segment

Revenue

Government Services revenue for 2021 increased, compared to the prior year, primarily driven by COVID-19 related volume increases. These increases were partially offset by lost business from prior years. The increased volumes from the COVID-19 pandemic were largely driven by the increase in Pandemic SNAP volumes.

Segment Profit and Adjusted EBITDA

Increases in the Government Services segment profit and adjusted EBITDA for 2021, compared to the prior year, were mainly driven by higher COVID-19 related volumes at strong margins and expense reductions resulting from progress in our efficiency initiatives.

CNDT 2021 Annual Report
40

Transportation Segment

Revenue

Transportation revenue for 2021 increased, compared to the prior year, driven by the ramp of new business and the impact of loosening of numerous COVID-19 related restrictions, particularly in the United States, partially offset by lost business from prior years.

Segment Profit and Adjusted EBITDA

Transportation segment profit and adjusted EBITDA for 2021 decreased, compared to the prior year, driven by lower margins on new business in our Tolling business, the impact of lost business in the prior year and temporary cost savings in the prior year that more than offset progress in our efficiency initiatives.

Other

Segment Profit (Loss) and Adjusted EBITDA

The decrease in Other segment profit for 2021 compared to the prior year, was primarily due to an adjustment to the then remaining California Medicaid Management Information System settlement liability of $7 million as a result of the contract expiring in March 2020. This benefit was excluded from adjusted EBITDA for segment reporting purposes due to its non-recurring nature.

Unallocated Costs

The decrease in segment profit is primarily due to the $32 million charge related to the abandonment of an internal project. The decrease in adjusted EBITDA for 2021, compared to the prior year, was mainly driven by a greater proportion of legal costs being related to corporate matters and therefore not being allocated to a segment.

Metrics

Signings

Signings are defined as estimated future revenues from contracts signed during the period, including renewals of existing contracts. TCV is the estimated total contractual revenue related to signed contracts, excluding the impact of divested business as required.

For the year ended December 31, 2021, the Company signed $1,785 million of new business, representing an 8% decrease compared to the prior year. Renewal TCV for the year ended December 31, 2021 was $2,835 million, an increase of 1% compared to the prior year.

The amounts in the following table exclude the impact of divestitures.
Year Ended December 31,2021 vs. 2020
(in millions)20212020$ Change% Change
New business TCV$1,785 $1,934 $(149)(8)%
Renewals TCV2,835 2,809 26 %
Total Signings$4,620 $4,743 $(123)(3)%
New business annual recurring revenue (ARR) signings(1)
$408 $353 $55 16 %
New business non-recurring revenue (NRR) signings(2)
$410 $255 $155 61 %
___________
(1)New business ARR measures the revenue from recurring services provided to the client for any new business signing. ARR represents the recurring services provided to a customer with the opportunity for renewal at the end of the contract term.
(2)New business NRR measures the non-recurring revenue for any new business signing, including (i) signing value of any contract with term less than 12 months and (ii) signing value of project based revenue, not expected to continue long term.

CNDT 2021 Annual Report
41

Net ARR Activity

The Net ARR Activity metric is defined as Projected Annual Recurring Revenue for contracts signed in the prior 12 months, less the annualized impact of any client losses, contractual volume and price changes, and other known impacts for which the Company was notified in that same time period, which could positively or negatively impact results. The metric annualizes the net impact to revenue. Timing of revenue impact varies and may not be realized within the forward 12-month timeframe. The metric is for indicative purposes only. This metric excludes COVID-related volume impacts and non-recurring revenue signings. This metric is not indicative of any specific 12-month timeframe.

The Net ARR activity metric for the trailing twelve months for each of the prior four quarters was as follows:
(in millions)Net ARR Activity metric
December 31, 2021$128 
September 30, 2021132 
June 30, 2021106 
March 31, 202187 

Capital Resources and Liquidity

As of December 31, 2021 and 2020, total cash and cash equivalents were $415 million (of which approximately $132 million was cash in foreign locations) and $450 million (of which approximately $124 million was cash in foreign locations), respectively. We also have a $550 million revolving line of credit for our various cash needs, of which $100 million has been utilized for borrowings and $20 million has been utilized for letters of credit as of December 31, 2021. On February 11, 2022, we repaid this $100 million.

As of December 31, 2021, in addition to the borrowings under our revolving line of credit, there was a total of $1.3 billion outstanding borrowings under our 2021 Term Loan A, Term Loan B and Senior notes, of which $22 million was due within one year. Refer to Note 11 – Debt to the Consolidated Financial Statements for additional debt information.

In January 2019, we acquired Health Solution Plus, a software provider of healthcare payer administration solutions for a total base consideration of $90 million. This acquisition is part of the Commercial Industries segment.

In February 2019, we reached a settlement agreement and release with the State of Texas (State) and the Texas Department of Health and Human Services, which was amended in May 2019 (Texas Agreement). Pursuant to the terms of the Texas Agreement, the Company was required to pay the State $236 million, of which $118 million was paid in 2019 and the remaining $118 million was paid in January 2020.

Cash Flow Analysis

The following summarizes our cash flows for the two years ended December 31, 2021, as reported in our Consolidated Statements of Cash Flows in the accompanying Consolidated Financial Statements:
 Year Ended December 31,Change
(in millions)202120202021 vs. 2020
Net cash provided by (used in) operating activities$243 $161 $82 
Net cash provided by (used in) investing activities(142)(134)(8)
Net cash provided by (used in) financing activities(132)(74)(58)

Operating Activities
The net improvement in cash flow provided by operating activities of $82 million, compared to the prior year, was primarily attributable to the absence of the payment in 2020 under the Texas Agreement, partially offset by higher net income tax payments and other working capital changes.

CNDT 2021 Annual Report
42

Investing Activities

The increase in cash used in investing activities of $8 million, compared to the prior year, was primarily due to increased spending related to modernizing our infrastructure and productivity tools.

Financing Activities

The increase in cash used in financing activities of $58 million, compared to the prior year, was primarily due to increased payments of principal on debt and payment of debt issuance costs related to our debt refinancing in 2021 and payment of the previously outstanding $34 million of Senior Notes due 2024.

Sales of Accounts Receivable

The net impact from the sales of accounts receivable on net cash provided by (used in) operating activities for the years ended December 31, 2021, 2020 and 2019 was $(10) million, $(22) million and $51 million, respectively. The net impact from the sales of accounts receivable represents the difference between current and prior year fourth quarter accounts receivable sales adjusted for the effects of collections prior to the end of the year.

Financial Instruments

Refer to Note 12 – Financial Instruments to the Consolidated Financial Statements for additional information.

Material Cash Requirements from Contractual Obligations

The Company believes its balances of cash and cash equivalents, which totaled $415 million as of December 31, 2021, along with cash generated by operations and amounts available for borrowing under its 2021 Revolving Credit Facility, will be sufficient to satisfy its cash requirements over the next 12 months and beyond.

At December 31, 2021, the Company’s material cash requirements include the following contractual and other obligations.

Debt

As of December 31, 2021, we had outstanding debt with floating and fixed rates totaling $1,440 million, of which $30 million was due within 12 months. Future interest payments associated with this debt, which has maturities through 2029, are $511 million, of which $71 million is due within 12 months. Refer to Note 11 – Debt in the Consolidated Financial Statements for additional information.

Leases

In the normal course of business, we enter lease arrangements for certain equipment and facilities. As of December 31, 2021, total fixed lease payables were $309 million, of which $92 million was due within 12 months. Refer to Note 7 – Leases in the Consolidated Financial Statements for additional information.

Estimated Purchase Commitments

We have committed to purchasing certain materials and services to support our operations. The total of these commitments was $138 million as of December 31, 2021, of which $88 million was due within 12 months.

CNDT 2021 Annual Report
43

Other Contingencies and Commitments

As more fully discussed in Note 16 – Contingencies and Litigation to the Consolidated Financial Statements, we are involved in a variety of claims, lawsuits, investigations and proceedings concerning: securities law; governmental entity contracting, servicing and procurement law; intellectual property law; employment law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. In addition, guarantees, indemnifications and claims may arise during the ordinary course of business from relationships with suppliers and customers. Nonperformance under a contract including a guarantee, indemnification or claim could trigger an obligation of the Company.

We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Should developments in any of these areas cause a change in our 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, they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. Refer to Note 16 – Contingencies and Litigation in the Consolidated Financial Statements for additional information.

Off-Balance Sheet Arrangements

As of December 31, 2021, we do not believe we have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

In addition, refer to the preceding discussion of the Company's contractual cash obligations and other commercial commitments and Note 16 – Contingencies and Litigation to the Consolidated Financial Statements for additional information regarding contingencies, guarantees and indemnifications.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and notes thereto. In preparing our Consolidated Financial Statements, we have made our best estimates and judgments of certain amounts included in the Consolidated Financial Statements giving due consideration to materiality. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Senior management has discussed the development and selection of the critical accounting policies, estimates and related disclosures included herein with the Audit Committee of the Board of Directors. We consider these as critical to understanding our Consolidated Financial Statements, as their application places the most significant demands on management's judgment, since financial reporting results rely on estimates of the effects of matters that are inherently uncertain. In instances where different estimates could have reasonably been used, we disclose the impact of these different estimates on our operations. In certain instances, the accounting rules are prescriptive; therefore, it would not have been possible to reasonably use different estimates. Changes in assumptions and estimates are reflected in the period in which they occur. The impact of such changes could be material to our results of operations and financial condition in any quarterly or annual period.

Specific risks associated with these critical accounting policies are discussed in MD&A, where such policies affect our reported and expected financial results. For a detailed discussion of the application of these and other accounting policies, refer to Note 1 – Basis of Presentation and Summary of Significant Accounting Policies to the Consolidated Financial Statements.

CNDT 2021 Annual Report
44

Assets/Liabilities Held for Sale
We classify assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.

The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Upon determining that a long-lived asset (disposal group) meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group in the line items Assets held for sale and Liabilities held for sale, respectively, in the Consolidated Balance Sheets.

On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of Solutions to Symplr Software, Inc. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. As of December 31, 2021, the Company determined that this business met the conditions above to be classified as held for sale. Refer to Note 4 – Assets/Liabilities Held for Sale and Divestiture to the Consolidated Financial Statements for additional information.

Revenue Recognition

Application of the accounting principles in U.S. GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. Refer to Note 1 – Basis of Presentation and Summary of Significant Accounting Policies and Note 2 – Revenue to the Consolidated Financial Statements for additional information regarding our revenue recognition policies.

Goodwill

Goodwill is not amortized but rather tested for impairment annually, or more frequently if an event or circumstance indicates that impairment may have been incurred. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors, supply costs, unanticipated adverse events or conditions impacting revenues, cash flows or profitability, unanticipated competitive activities and acts by governments and courts. Refer to Note 1 – Basis of Presentation and Summary of Significant Accounting Policies and Note 8 – Goodwill and Intangible Assets, Net to the Consolidated Financial Statements for additional information regarding our goodwill policies.

Application of the interim and annual goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and the assessment of the fair value of each reporting unit. We currently have six reporting units which support our three reportable segments: Customer Experience Management, Business Operations Solutions, Commercial Healthcare and Human Resources and Learning Services (together comprising Commercial Industries), Government Services and Transportation.

Our annual quantitative impairment test of goodwill was performed as of October 1, 2021.
CNDT 2021 Annual Report
45


In our quantitative test, we estimate the fair value of each reporting unit by weighting the results from the income approach (discounted cash flow methodology) and market approach. These valuation approaches require significant judgment and consider several factors that include, but are not limited to, expected future cash flows, growth rates and discount rates and comparable multiples from publicly traded companies in our industry. In addition, we are required to make certain assumptions and estimates regarding the current economic environment, industry factors and the future profitability of our businesses.

When performing our discounted cash flow analysis for each reporting unit, we incorporate the use of projected financial information and discount rates that are developed using market participant-based assumptions. The cash-flow projections are based on three-year financial forecasts developed by management that include revenue and expense projections, restructuring activities, capital spending trends and investment in working capital to support anticipated revenue growth or other changes in the business. The selected discount rates consider the risk and nature of the respective reporting units' cash flows, appropriate capital structure and rates of return that market participants would require to invest their capital in our reporting units.

We believe these assumptions are appropriate and reflect our forecasted long-term business model and consider our historical results as well as the current economic environment and markets that we serve. The most significant assumptions used in the goodwill analysis relate to the discount rates (ranging from 11.50% to 13.50%) and long-term organic growth rates (ranging from 2.5% to 3.0%) for the reporting units within the Commercial Industries, Government Services and Transportation reportable segments.

Based on our quantitative assessments, we concluded that the fair value of our reporting units exceeded their respective carrying values and, accordingly, we did not record any goodwill impairment charge in the year ended December 31, 2021. If we used different assumptions for discount rates or long-term organic growth rates, our calculated fair values of our reporting units could be higher or lower which could result in a goodwill impairment.

Income Taxes

We are subject to income taxes in the United States and numerous foreign jurisdictions. The determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision is based on nonrecurring events as well as recurring factors, including the taxation of foreign income. In addition, our provision will change based on discrete or other nonrecurring events such as audit settlements, tax law changes, changes in valuation allowances and other factors, that may not be predictable. If there is a significant unusual or one-time item recognized in our operating results, the taxes attributable to that item would be separately calculated and recorded at the same time as the unusual or one-time item.

We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in our Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. We follow very specific and detailed guidelines in each tax jurisdiction regarding the recoverability of any tax assets recorded in our Consolidated Balance Sheets and provide valuation allowances as required. We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. Gross deferred tax assets of $265 million and $294 million had valuation allowances of $82 million and $83 million at December 31, 2021 and 2020, respectively.


CNDT 2021 Annual Report
46

We are subject to ongoing tax examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon our assessment of the more-likely-than-not outcomes of such matters. In addition, when applicable, we adjust previously recorded tax expense to reflect examination results. Our ongoing assessments of the more-likely-than-not outcomes of examinations and related tax positions require judgment and can materially increase or decrease our effective tax rate, as well as impact our operating results. Unrecognized tax benefits were $23 million, $23 million and $24 million at December 31, 2021, 2020 and 2019, respectively.

Refer to Note 15 – Income Taxes to the Consolidated Financial Statements for additional information regarding deferred income taxes and unrecognized tax benefits.

Loss Contingencies

We are currently involved in various claims and legal proceedings. At least quarterly, we review the status of each significant matter and assess its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims and litigation and may revise estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position.

Refer to Note 16 – Contingencies and Litigation to the Consolidated Financial Statements for additional information regarding loss contingencies.

Recent Accounting Changes

See Note 1 – Basis of Presentation and Summary of Significant Accounting Policies for information on accounting standards adopted during the current year, as well as recently issued accounting standards not yet required to be adopted and the expected impact of the adoption of these accounting standards. To the extent we believe the adoption of new accounting standards has had or will have a material impact on our consolidated results of operations, financial condition or liquidity, we also discuss the impact in the applicable section(s) of this MD&A.

CNDT 2021 Annual Report
47


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk
 
We are exposed to market risk from foreign currency exchange rates, which could affect operating results, financial position and cash flows. We manage our exposure to this market risk through our regular operating and financing activities and, when appropriate, using derivative financial instruments. We utilized derivative financial instruments to hedge economic exposures, as well as reduce earnings and cash flow volatility resulting from shifts in market rates. We also hedge the cost to fund material non-dollar entities by buying currencies periodically in advance of the funding date. This is accounted for using derivative accounting.

Recent market events have not caused us to materially modify or change our financial risk management strategies with respect to our exposures to foreign currency risk. Refer to Note 12 – Financial Instruments to the Consolidated Financial Statements for additional discussion on our financial risk management.

Foreign Exchange Risk Management

Assuming a 10% appreciation or depreciation in foreign currency exchange rates from the quoted foreign currency exchange rates at December 31, 2021, the potential change in the fair value of foreign currency-denominated assets and liabilities in each entity would not be significant because all material currency asset and liability exposures were economically hedged as of December 31, 2021. A 10% appreciation or depreciation of the U.S. Dollar against all currencies from the quoted foreign currency exchange rates at December 31, 2021 would have an impact on our cumulative translation adjustment portion of equity of approximately $77 million. The net amount invested in foreign subsidiaries and affiliates, primarily in the U.K. and Europe, and translated into U.S. Dollars using the year-end exchange rates, was approximately $772 million at December 31, 2021.

Interest Rate Risk Management

The consolidated weighted-average interest rates related to our total debt for 2021 approximated 3.10% for 2021 Term A Loan due 2026, 5.00% for 2021 Term B Loan due 2028, 6.04% for 2021 Senior Notes due 2029, 2.58% for our 2021 Revolving Credit Facility maturing 2026 and 5.01% for finance lease obligations. As of December 31, 2021, $880 million of our total debt of $1,440 million carried variable interest rates. The fair values of our fixed rate financial instruments are sensitive to changes in interest rates and at December 31, 2021, a 10% increase in market interest rates would decrease the fair values of such financial instruments by approximately $19 million. A 10% decrease in market interest rates would increase the fair values of such financial instruments by approximately $20 million.

CNDT 2021 Annual Report
48

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Conduent Incorporated

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Conduent Incorporated and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income (loss), of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

CNDT 2021 Annual Report
49

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment – Reporting Units Within the Commercial Industries Reportable Segment

As described in Notes 1 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,339 million as of December 31, 2021. The goodwill associated with the Commercial Industries reportable segment was $661 million. Management tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. As disclosed by management, the annual quantitative impairment test of goodwill was performed as of October 1, 2021. Impairment testing for goodwill is done at the reporting unit level. The fair value of reporting units is determined using a combination of both an income approach and a market approach. The income approach utilizes a discounted cash flow analysis based upon the forecasted future business results of reporting units. The market approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. There was no impairment identified for the year ended December 31, 2021. As disclosed by management, the most significant assumptions used in the goodwill analysis relate to the long-term organic growth rate as well as the discount rates.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for the reporting units within the Commercial Industries reportable segment is a critical audit matter are (i) the significant judgment by management when determining the fair value of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s significant assumptions related to the long-term organic growth rate and the discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s goodwill impairment assessment, including controls over the determination of the fair value of the reporting units within the Commercial Industries reportable segment. These procedures also included, among others, testing management’s process for determining the fair value of the reporting units within the Commercial Industries reportable segment; evaluating the appropriateness of the discounted cash flow analysis;
CNDT 2021 Annual Report
50

testing the completeness and accuracy of underlying data used in the discounted cash flow analysis; and evaluating the significant assumptions used by management related to the long-term organic growth rate and the discount rates. Evaluating management’s significant assumption related to the long-term organic growth rate involved evaluating whether the long-term organic growth rate used was reasonable considering (i) the current and past performance of each reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the long-term organic growth rate assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s discounted cash flow analysis and in the evaluation of the reasonableness of the long-term organic growth rate and the discount rate significant assumptions.


/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 23, 2022

We have served as the Company’s auditor since 2016.

CNDT 2021 Annual Report
51

REPORTS OF MANAGEMENT
Management's Responsibility for Financial Statements
Our management is responsible for the integrity and objectivity of all information presented in this annual report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company's financial position and results of operations.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent registered public accountants, PricewaterhouseCoopers LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of the independent registered public accountants. The independent registered public accountants and internal auditors have free access to the Audit Committee.

 
/s/    CLIFFORD SKELTON/s/    STEPHEN WOOD
Chief Executive OfficerChief Financial Officer & Principal Accounting Officer

CNDT 2021 Annual Report
52

CONDUENT INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 Year Ended December 31,
(in millions, except per-share data)202120202019
Revenue$4,140 $4,163 $4,467 
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)3,138 3,209 3,494 
Selling, general and administrative (excluding depreciation and amortization)544 468 479 
Research and development (excluding depreciation and amortization)4 1 8 
Depreciation and amortization352 459 459 
Restructuring and related costs45 67 71 
Interest expense55 60 78 
Loss on extinguishment of debt15   
Goodwill impairment  1,952 
Loss on divestitures and transaction costs3 17 25 
Litigation costs, net3 20 17 
Other (income) expenses, net6 1 (10)
Total Operating Costs and Expenses4,165 4,302 6,573 
Loss Before Income Taxes(25)(139)(2,106)
Income tax expense (benefit)3 (21)(172)
Net Loss$(28)$(118)$(1,934)
Basic Loss per Share$(0.18)$(0.61)$(9.29)
Diluted Loss per Share$(0.18)$(0.61)$(9.29)

The accompanying notes are an integral part of these Consolidated Financial Statements.
CNDT 2021 Annual Report
53

CONDUENT INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 Year Ended December 31,
(in millions)202120202019
Net Loss$(28)$(118)$(1,934)
Other Comprehensive Income (Loss), Net(1)
Currency translation adjustments, net(31)8 3 
Reclassification of currency translation adjustments on divestitures  15 
Reclassification of divested benefit plans and other  (1)
Unrecognized gains (losses), net(1) 1 
Changes in benefit plans, net1 1  
Other Comprehensive Income (Loss), Net(31)9 18 
Comprehensive Income (Loss), Net$(59)$(109)$(1,916)
__________
(1)All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

The accompanying notes are an integral part of these Consolidated Financial Statements.
CNDT 2021 Annual Report
54

CONDUENT INCORPORATED
CONSOLIDATED BALANCE SHEETS
December 31,
(in millions, except share data in thousands)20212020
Assets
Cash and cash equivalents$415 $450 
Accounts receivable, net699 670 
Assets held for sale184  
Contract assets154 151 
Other current assets228 306 
Total current assets1,680 1,577 
Land, buildings and equipment, net281 305 
Operating lease right-of-use assets231 246 
Intangible assets, net52 187 
Goodwill1,339 1,528 
Other long-term assets453 413 
Total Assets$4,036 $4,256 
Liabilities and Equity
Current portion of long-term debt$30 $90 
Accounts payable198 182 
Accrued compensation and benefits costs243 237 
Unearned income82 133 
Liabilities held for sale29  
Other current liabilities443 450 
Total current liabilities1,025 1,092 
Long-term debt1,383 1,420 
Deferred taxes75 97 
Operating lease liabilities184 207 
Other long-term liabilities95 108 
Total Liabilities2,762 2,924 
Contingencies (See Note 16)
Series A convertible preferred stock142 142 
Common stock2 2 
Additional paid-in capital3,910 3,899 
Retained earnings (deficit)(2,351)(2,313)
Accumulated other comprehensive loss(429)(398)
Total Equity1,132 1,190 
Total Liabilities and Equity$4,036 $4,256 
Shares of common stock issued and outstanding215,381 212,074 
Shares of series A convertible preferred stock issued and outstanding120 120 

The accompanying notes are an integral part of these Consolidated Financial Statements.
CNDT 2021 Annual Report
55

CONDUENT INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
(in millions)202120202019
Cash Flows from Operating Activities:
Net loss$(28)$(118)$(1,934)
Adjustments required to reconcile net loss to cash flows from operating activities:
Depreciation and amortization352 459 459 
Contract inducement amortization1 2 3 
Goodwill impairment  1,952 
Write-off of implementation costs28   
Deferred income taxes(21)(21)(220)
(Gain) loss from investments5 (3)(4)
Amortization of debt financing costs6 7 7 
Loss on extinguishment of debt15   
Loss on divestitures and sales of fixed assets, net1 6 8 
Stock-based compensation21 20 24 
Allowance for credit losses1 2 3 
Changes in operating assets and liabilities:
Accounts receivable(45)(14)107 
Other current and long-term assets(44)(36)(14)
Accounts payable and accrued compensation and benefits costs23 39 (15)
Other current and long-term liabilities(68)(174)(247)
Net change in income tax assets and liabilities(4)(8)3 
Net cash provided by (used in) operating activities243 161 132 
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment(80)(76)(148)
Proceeds from sale of land, buildings and equipment  2 
Cost of additions to internal use software(67)(63)(67)
Payments for acquisitions, net of cash acquired  (90)
Proceeds from divestitures5 5 (7)
Net cash provided by (used in) investing activities(142)(134)(310)
Cash Flows from Financing Activities:
Proceeds from revolving credit facility100 150  
Payments on revolving credit facility (150) 
Proceeds from the issuance of debt, net1,299 5  
Payments on debt(1,500)(55)(54)
Debt issuance costs(9)  
Premium on debt redemption(2)  
Payment of contingent consideration related to acquisition (4) 
Taxes paid for settlement of stock-based compensation(10)(10)(21)
Dividends paid on preferred stock(10)(10)(10)
Net cash provided by (used in) financing activities(132)(74)(85)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(7) 3 
Increase (decrease) in cash, cash equivalents and restricted cash(38)(47)(260)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period458 505 765 
Cash, Cash Equivalents and Restricted Cash at End of period(1)
$420 $458 $505 
 ___________
(1)Includes $5 million, $8 million and $9 million of restricted cash as of the years ended December 31, 2021, 2020 and 2019, respectively, that was included in Other current assets on their respective Consolidated Balance Sheets.

The accompanying notes are an integral part of these Consolidated Financial Statements.
CNDT 2021 Annual Report
56

CONDUENT INCORPORATED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions)Common StockAdditional
Paid-in
Capital
Retained
Earnings
AOCL(1)
Conduent
Shareholders’
Equity
Balance at December 31, 2018$2 $3,878 $(233)$(425)$3,222 
Dividend - preferred stock, $80/per share— — (10)— (10)
Cumulative effect of accounting change - lease standard— — (8)— (8)
Stock option and incentive plans, net— 12 — — 12 
Comprehensive Income (Loss):
Net Loss— — (1,934)— (1,934)
Other comprehensive income (loss), net— — — 18 18 
Total Comprehensive Income (Loss), Net  (1,934)18 (1,916)
Balance at December 31, 2019$2 $3,890 $(2,185)$(407)$1,300 
Dividend - preferred stock, $80/per share— — (10)— (10)
Stock option and incentive plans, net— 9 — — 9 
Comprehensive Income (Loss):
Net Loss— — (118)— (118)
Other comprehensive income (loss), net— — — 9 9 
Total Comprehensive Income (Loss), Net  (118)9 (109)
Balance at December 31, 2020$2 $3,899 $(2,313)$(398)$1,190 
Dividend - preferred stock, $80/per share— — (10)— (10)
Stock option and incentive plans, net— 11 — — 11 
Comprehensive Income (Loss):
Net Loss— — (28)— (28)
Other comprehensive income (loss), net— — — (31)(31)
Total Comprehensive Income (Loss), Net  (28)(31)(59)
Balance at December 31, 2021$2 $3,910 $(2,351)$(429)$1,132 
 ___________
(1)AOCL - Accumulated other comprehensive loss.

The accompanying notes are an integral part of these Consolidated Financial Statements.

CNDT 2021 Annual Report
57

CONDUENT INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

References herein to “we,” “us,” “our,” the “Company” and “Conduent” refer to Conduent Incorporated and its consolidated subsidiaries unless the context suggests otherwise.

Description of Business

As one of the largest business process services companies in the world, Conduent delivers mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through people, process, expertise in transaction-intensive processing and technology such as analytics and automation, Conduent's services and solutions create value by improving efficiencies, reducing costs and enabling revenue growth. A majority of Fortune 100 companies and over 500
government entities depend on Conduent every day to manage their business processes and essential interactions with their end-users. The Company's portfolio includes industry-focused solutions in attractive growth markets such as healthcare and transportation, as well as solutions that serve multiple industries such as transaction processing, customer care, human resource solutions and payment services.

Basis of Presentation

The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated.

The Company has evaluated subsequent events through February 23, 2022.

Conduent Incorporated is a New York corporation, organized in 2016. Its common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ Global Select Market (NASDAQ), where it remains listed under the ticker "CNDT".

Use of Estimates

The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

As of December 31, 2021, the impact of the COVID-19 pandemic, the mitigating impact of the rollout of a vaccine for it and fluctuating cases of new variants of the virus continue to unfold. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future.
CNDT 2021 Annual Report
58

New Accounting Standards

The Company has considered all recent accounting standards issued, but not yet effective, and does not expect any to have a material impact on the Company's Consolidated Financial Statements.

Recently Adopted Accounting Standards

Reference Rate Reform: In March 2020, the Financial Accounting Standards Board (FASB) issued updated guidance relating to the accounting for the discontinuation of the London Inter-bank Offered Rate (LIBOR), referred to as reference rate reform. This guidance provides optional practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. This guidance is applicable to contract modifications that replace a reference LIBOR rate affected by reference rate reform. The amendments may be applied through December 31, 2022. The Company adopted the reference rate reform guidance on a retrospective basis as of January 1, 2021. The adoption did not have a material impact on the Company’s Consolidated Financial Statements.

Income Taxes: In December 2019, the FASB issued final guidance that simplified the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. This final guidance was effective for fiscal years beginning January 1, 2021. The Company adopted the final income taxes guidance as of January 1, 2021. The adoption did not have a material impact on the Company's Consolidated Financial Statements.

The American Rescue Plan Act, which became law in March 2021, added a new subsection to Section 162(m) of the Internal Revenue Code to expand the application of Section 162(m) to an additional five most highly compensated individuals. The expansion of Section 162(m) coverage is effective for tax years beginning after December 31, 2026. This expansion does not have an impact in the current year. The Company will monitor any potential impacts going forward.

Summary of Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less.

Receivable Sales

In 2021, 2020 and 2019, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales.

Assets/Liabilities Held for Sale

The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

CNDT 2021 Annual Report
59

A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.

The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of Solutions to Symplr Software, Inc. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. As of December 31, 2021, the Company determined that this business met the conditions discussed above to be classified as held for sale.

Refer to Note 4 – Assets/Liabilities Held for Sale and Divestiture for further discussion.

Land, Buildings and Equipment

Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life. Significant improvements are capitalized and maintenance and repairs are expensed when incurred.

Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further discussion.

Internal Use and Product Software

Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities.

Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred.

Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.

Cloud Computing Arrangements

The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss).

In the fourth quarter of 2021, the Company wrote-off approximately $28 million of previously capitalized implementation costs. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.

CNDT 2021 Annual Report
60

Leases
The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in the Company's Consolidated Balance Sheets.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases.

Refer to Note 7 – Leases for further information.

Goodwill

For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged.

The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. The Company determined the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.

Other Intangible Assets

Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified.

Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.

CNDT 2021 Annual Report
61

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates.

The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.

The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2021.

Refer to Note 15 – Income Taxes for further discussion.

Foreign Currency Translation and Re-measurement

The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss.

The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within Other (income) expenses, net together with other foreign currency re-measurements.

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under
CNDT 2021 Annual Report
62

a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation.

Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus a reasonable margin.

The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for implementation or development projects, the Company also uses a cost-to-cost based input method. The Company has determined that the above methods provide a faithful depiction of the transfer of services to the customer.

Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase additional services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for when the customer exercises its option to purchase additional goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-line basis over the period between the initiation of the services through the end of the contract term.

When more than one party is involved in providing services to a customer, the Company evaluates whether it is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers the following: if it obtains control of the specified services before they are transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in establishing price.

The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are sales tax and value-added tax (VAT).

The Company's payment terms vary by type of services offered. The time between invoicing and when payment is due is not significant. For certain services and customer types, the Company requires payment before services are rendered.

From time to time, the Company's contracts are modified to account for additions or changes to existing performance obligations. The Company's contract modifications related to stand-ready performance obligations are generally accounted for prospectively.

Refer to Note 2 – Revenue for further discussion.
CNDT 2021 Annual Report
63

Note 2 – Revenue

Disaggregation of Revenue

The following table provides information about disaggregated revenue by major service offering, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 3 – Segment Reporting for additional information on the Company's reportable segments.
Year Ended December 31,
(in millions)202120202019
Commercial Industries:
Customer experience management$629 $648 $669 
Business operations solutions567 566 632 
Commercial healthcare solutions435 431 482 
Human resource and learning services445 518 602 
Total Commercial Industries2,076 2,163 2,385 
Government Services:
Government healthcare solutions576 603 675 
Government services solutions742 678 588 
Total Government Services1,318 1,281 1,263 
Transportation:
Roadway charging & management services327 318 327 
Transit solutions262 248 254 
Curbside management solutions82 72 107 
Public safety solutions67 73 83 
Commercial vehicles8 8 10 
Total Transportation746 719 781 
Other:
Divestitures  36 
Education  2 
Total Other  38 
Total Consolidated Revenue$4,140 $4,163 $4,467 
Timing of Revenue Recognition:
Point in time$111 $110 $144 
Over time4,029 4,053 4,323 
Total Revenue$4,140 $4,163 $4,467 

The Company's contracts with customers are broadly similar in nature throughout the Company's major service offerings. The following is a description of the major service offerings:

Customer Experience Management: The Company offers a range of services that help its clients support their end-users. This includes in-bound and out-bound call support for both simple and complex transactions, technical support and patient assistance. The Company also provides multi-channel communication support (both print and digital) across a range of industries.

Business Operations Solutions: The Company helps its clients improve communications with their customers and constituents, whether it is on paper, online or through other communication channels. The Company also offers a broad array of flexible transaction processing services that include data entry, scanning, image processing, enrollment processing, claims processing, high volume offsite print and mail services and file indexing. The Company serves clients by managing their critical finance, accounting and procurement processes. These services include general accounting and reporting, billing and accounts receivable and purchasing, accounts payable and expense management services. The Company also offers wholesale and retail lockbox services and process auto and mortgage loans in the United States.

CNDT 2021 Annual Report
64

Commercial Healthcare Solutions: The Company delivers administration, clinical support and medical management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization, while improving health outcomes and experience for members and patients. The Company's solutions span: trials, sales, access, and adherence to pharmaceutical clients; case management, performance management and patient safety for hospital clients; medical bill review, claim processing, care integration, subrogation and payment integrity solutions to managed care companies; and workers compensation medical bill review, mailroom/data capture and medical management services to claims payers and third-party administrators.

Human Resource and Learning Services: The Company helps its clients support their employees at all stages of employment from initial on-boarding through retirement. The Company delivers mission-critical, technology-enabled HR services and solutions that improve business processes across the employee journey to maximize business performance, while increasing employee satisfaction, engagement and overall well-being. These solutions span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth & retirement, HR, talent, and workforce management.

Government Healthcare Solutions: The Company provides medical management and fiscal agent care management services, eligibility and enrollment services and support to Medicaid programs and federally funded U.S. government healthcare programs. The Company's services include a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, contract center services, application processing, premium billing, disease surveillance and outbreak management and case management solutions.

Government Services Solutions: The Company is a leader in government payment disbursements for federally sponsored programs like SNAP, commonly known as food stamps and WIC as well as government-initiated cash disbursements such as child support and unemployment benefits.

Roadway Charging & Management Services: The Company's electronic tolling, urban congestion management and mileage-based user solutions help clients keep up with an ever-changing environment and get more travelers where they need to go while generating revenue for much-needed infrastructure improvements. The Company's solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.

Transit Solutions: The Company aims to make journeys more personalized and convenient while increasing capacity and profitability for authorities and agencies. The Company combines the latest in fare collection and intelligent mobility so that clients can get the added efficiency of having a single point of contact for all their transit solutions.

Curbside Management Solutions: The Company delivers intelligent curbside management systems that simplify parking programs and deliver convenient and hassle-free experience for drivers. The Company's curbside solutions include citation and permit administration, parking enforcement and curbside demand management.

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

Commercial Vehicles: The Company provides computer-aided dispatch/automatic vehicle location technology to help customers manage their fleet operations.
CNDT 2021 Annual Report
65


Contract Balances

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

The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers:
(in millions)December 31, 2021December 31, 2020
Contract Assets (Unearned Income)
Current contract assets$154 $151 
Long-term contract assets(1)
8 13 
Current unearned income(82)(133)
Long-term unearned income(2)
(48)(29)
Net Contract Assets$32 $2 
Accounts receivable, net$699 $670 
__________
(1)Presented in Other long-term assets in the Consolidated Balance Sheets
(2)Presented in Other long-term liabilities in the Consolidated Balance Sheets

Revenues of $107 million and $101 million were recognized during the years ended December 31, 2021 and 2020, respectively, related to the Company's unearned income at December 31, 2020 and December 31, 2019. The Company had no material asset impairment charges related to contract assets for the year ended December 31, 2021.

Transaction Price Allocated to the Remaining Performance Obligations

Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at December 31, 2021, was approximately $1.2 billion. The Company expects to recognize approximately 76% of this revenue over the next 2 years and the remainder thereafter.

Costs to Obtain and Fulfill a Contract

The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining customer contracts. The net book value of these costs, which was $25 million and $23 million as of December 31, 2021 and 2020, respectively, are included in Other long-term assets. The judgments made in determining the amount of costs incurred include whether the commissions are incremental and directly related to a successful acquisition of a customer contract. These costs are amortized in Depreciation and amortization over the term of the contract or the estimated life of the customer relationship, if renewals are expected and the renewal commission is not commensurate with the initial commission. The Company expenses sales commissions when incurred if the amortization period of the sales commission is one year or less.

In addition, the Company may provide inducement payments to secure customer contracts. These inducement payments are capitalized and amortized as a reduction of revenue over the term of the customer contract. The net book value of these costs totaled $19 million and $21 million as of December 31, 2021 and 2020, respectively, and are included in Other long-term assets.

Also, the Company capitalizes costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract and (iii) are expected to be recovered through revenue generated under the contract. The net book value of
CNDT 2021 Annual Report
66

these costs, which comprise set-up/transition activities, was $29 million and $32 million as of December 31, 2021 and 2020, respectively, and are classified in Other long-term assets on the Consolidated Balance Sheets. Contract fulfillment costs are expensed to Depreciation and amortization as the Company satisfies its performance obligations by transferring the service to the customer. These costs are amortized on a systematic basis over the expected period of benefit.

These costs are periodically reviewed for impairment.

The amortization of costs incurred to obtain and fulfill a contract, excluding contract inducements, for the years ended December 31, 2021, 2020 and 2019, were $39 million, $41 million and $42 million, respectively.

The expected amortization expense for the next five years and thereafter for these costs is as follows:
20222023202420252026Thereafter
$25 $15 $8 $5 $3 $17 

Note 3 – Segment Reporting

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

In 2020, the Company realigned its sales organization and certain shared IT and other allocated functions and reallocated certain costs that were previously included in the Shared IT/Infrastructure and Corporate Costs (now referred to as Unallocated Costs) to each of the reportable segments. The year ended December 31, 2019 amounts have been recast to reflect these changes.

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

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

Government Services: The Government Services segment provides government-centric business process services to U.S. federal, state and local and foreign governments for public assistance program administration, transaction processing and payment services. The solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.

Transportation: The Transportation segment provides systems and support, as well as revenue-generating services, to government clients. On behalf of government agencies and authorities in the transportation industry, the Company delivers mission-critical mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

Other includes the Company's divestitures and the Student Loan business, which the Company exited in the third quarter of 2018.

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

CNDT 2021 Annual Report
67

Selected financial information for our reportable segments was as follows:
Year Ended December 31,
(in millions)Commercial IndustriesGovernment ServicesTransportationOtherUnallocated CostsTotal
2021DivestituresOther
Revenue$2,076 $1,318 $746 $ $ $ $4,140 
Segment profit (loss)$137 $412 $75 $ $1 $(388)$237 
2020
Revenue$2,163 $1,281 $719 $ $ $ $4,163 
Segment profit (loss)$150 $372 $82 $ $9 $(348)$265 
2019
Revenue$2,385 $1,263 $781 $36 $2 $ $4,467 
Segment profit (loss)$270 $279 $69 $1 $(1)$(345)$273 

The following is a reconciliation of segment profit (loss) to income (loss) before income taxes:
(in millions)Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)202120202019
Loss Before Income Taxes$(25)$(139)$(2,106)
Reconciling items:
Amortization of acquired intangible assets135 239 246 
Restructuring and related costs45 67 71 
Interest expense55 60 78 
Loss on extinguishment of debt15   
Goodwill impairment  1,952 
Loss on divestitures and transaction costs3 17 25 
Litigation costs, net3 20 17 
Other (income) expenses, net6 1 (10)
Segment Profit (Loss)$237 $265 $273 

Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is as follows for each of the years ended December 31:
 Revenues
Long-Lived Assets (1)
(in millions)20212020201920212020
United States$3,712 $3,748 $4,000 $651 $628 
Europe368 357 386 39 44 
Other areas60 58 81 96 114 
Total Revenues and Long-Lived Assets$4,140 $4,163 $4,467 $786 $786 
__________
(1)Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv) Operating lease right-of-use assets.

CNDT 2021 Annual Report
68

Note 4 – Assets/Liabilities Held for Sale and Divestiture

Assets/Liabilities Held for Sale

On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of patient safety, quality and advanced analytics solutions to Symplr Software, Inc. (the Buyer), a third party. The transaction closed on February 8, 2022 for cash consideration of $321 million subject to customary working capital adjustments. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. The assets and liabilities of this portfolio, collectively referred to as the Disposal Group, have been reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell. The Disposal Group is currently reported in the Commercial Industries segment. The pretax profit of the Disposal Group, excluding unallocated costs, was $30 million, $31 million and $33 million for the years ended December 31, 2021, 2020 and 2019, respectively. As the consideration for the Disposal Group is greater than the carrying value, the Company will record a gain on the sale of the Midas business in the first quarter of 2022.

The following is a summary of the major categories of assets and liabilities that have been reclassified as held for sale:

(in millions)December 31, 2021
Accounts Receivable, net$9 
Other current assets1 
Product Software, net10 
Goodwill162 
Other long-term assets2 
Total Assets held for sale$184 
Accounts payable$1 
Accrued compensation and benefits costs3 
Unearned income24 
Other current liabilities1 
Total Liabilities held for sale$29 

Divestiture

In February 2019, the Company completed the sale of a portfolio of select standalone customer care contracts to Skyview Capital LLC. During 2019, the Company recorded additional losses and transaction costs of $17 million on the sale of this portfolio, reflecting certain changes in estimates that were made when recording the initial charge in 2018. The revenue generated from this business was $36 million for the three months ended March 31, 2019.

CNDT 2021 Annual Report
69

Note 5 – Accounts Receivable, Net

The Accounts receivable, net balance of $699 million and $670 million at December 31, 2021 and 2020, respectively, included allowance for doubtful accounts of $0 million and $2 million at December 31, 2021 and 2020, respectively.

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

Accounts receivable sales for the years ended December 31, 2021 and 2020 were $422 million and $529 million, respectively.


Note 6 - Land, Buildings, Equipment and Software, Net

Land, buildings and equipment, net was as follows:
Estimated Useful LivesDecember 31,
(in millions except as noted)(Years)20212020
Land$1 $1 
Building and building equipment25 to 507 7 
Leasehold improvementsVaries250 268 
IT, other equipment and office furniture3 to 15883 869 
Other4 to 203 2 
Construction in progress49 35 
Subtotal1,193 1,182 
Accumulated depreciation(912)(877)
Land, Buildings and Equipment, Net$281 $305 

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $116 million, $125 million and $123 million, respectively.
CNDT 2021 Annual Report
70


Internal Use and Product Software

Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Additions to Internal use and Product software as well as year-end balances for these assets were as follows:
(in millions)Year Ended December 31,
Additions to:202120202019
Internal use software$65 $63 $70 
Product software45 36 9 
December 31,
(in millions)20212020
Internal use software, at cost$563 $524 
Accumulated amortization(382)(361)
Internal use software, net
$181 $163 
Product software, at cost$171 $144 
Accumulated amortization(78)(72)
Product software, net
$93 $72 

Useful lives of our Internal use and Product software generally vary from one to seven years. Amortization expense for Internal use and Product software for the years ended December 31, 2021, 2020 and 2019 was $62 million, $54 million and $48 million, respectively.

Cloud Computing Arrangements

Cloud computing implementation costs are included in Other current assets and Other long-term assets on the Company's Consolidated Balance Sheets. Additions to Cloud computing implementation costs as well as year-end balances for these assets were as follows:
(in millions)Year Ended December 31,
Additions to:202120202019
Cloud computing implementation costs $6 $3 $39 
(in millions)December 31,
Capitalized Costs, Net20212020
Cloud computing implementation costs, at cost
$53 $47 
Impairment charges(28) 
Accumulated amortization(11)(6)
Cloud computing implementation costs, net(1)
$14 $41 
__________
(1)Refer to Note 10 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.

Useful lives of Cloud computing implementation costs are three to five years. Amortization expense for Cloud computing implementation costs for the years ended December 31, 2021, 2020 and 2019 were $2 million, $4 million and $2 million, respectively. As a result of the Company’s decision in the fourth quarter of 2021 to abandon an internal project, the Company wrote-off $28 million of its previously capitalized implementation costs. Additionally, in connection with the abandonment of this project, the Company accrued $4 million of charges related to remaining hosting fees that would have continued to be incurred without any economic benefit. The write-off and remaining hosting fee charges are included in Selling, general and administrative on the Consolidated Statements of Income (Loss).
CNDT 2021 Annual Report
71

Note 7 - Leases
The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain, leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less, on its Consolidated Balance Sheets.

The components of lease costs were as follows:
Year Ended December 31,
(in millions)202120202019
Finance Lease Costs:
Amortization of right of use assets$10 $8 $10 
Interest on lease liabilities1 1 1 
Total Finance Lease Costs$11 $9 $11 
Operating lease costs:
Base rent$85 $95 $112 
Short-term lease costs4 5 12 
Variable lease costs(1)
23 26 30 
Sublease income(1)(3)(7)
Total Operating Lease Costs$111 $123 $147 
__________
(1)Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.

Supplemental cash flow information related to leases was as follows:
Year Ended December 31,
(in millions)202120202019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$99 $117 $137 
Operating cash flows from finance leases1 1 1 
Total Cash Flow from Operating Activities$100 $118 $138 
Financing cash flow from finance leases$9 $11 $11 
Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases$68 $73 $32 
Finance leases$5 $14 $2 

CNDT 2021 Annual Report
72

Supplemental balance sheet information related to leases was as follows:
December 31,
(in millions)20212020
Operating lease assets:
Operating lease right-of-use assets$231 $246 
Operating lease liabilities:
Other current liabilities$71 $81 
Operating lease liabilities184 207 
Total Operating Lease Liabilities$255 $288 
Finance lease assets:
Land, buildings and equipment, net$17 $19 
Finance lease liabilities:
Current portion of long-term debt$8 $8 
Long-term debt8 12 
Total Finance Lease Liabilities$16 $20 

The Company's leases generally do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate as the discount rate when measuring lease liabilities. The incremental borrowing rate represents an estimate of the interest rate that the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment.

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2021 and 2020 were as follows:
December 31, 2021December 31, 2020
Operating LeasesFinance LeasesOperating LeasesFinance Leases
Weighted average discount rates5.8 %5.0 %6.1 %5.3 %
Weighted average remaining lease term (in years)5353

Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:
December 31, 2021
(in millions)Operating Lease PaymentsFinance Lease
Payments
2022$84 $8 
202360 5 
202447 2 
202537 2 
202628  
Thereafter36  
Total undiscounted lease payments292 17 
Less imputed interest37 1 
Present value of lease liabilities$255 $16 

As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.

CNDT 2021 Annual Report
73

Note 8 - Goodwill and Intangible Assets, Net

Goodwill

The following table presents the changes in the carrying amount of goodwill, by reportable segment:
(in millions)Commercial IndustriesGovernment ServicesTransportationTotal
Balance at December 31, 2019$821 $621 $60 $1,502 
Foreign currency translation16 2 8 26 
Balance at December 31, 2020$837 $623 $68 $1,528 
Foreign currency translation(14)(6)(7)(27)
Assets Held For Sale(162)  (162)
Balance at December 31, 2021$661 $617 $61 $1,339 
Gross goodwill$2,214 $1,371 $641 $4,226 
Accumulated impairment(1,553)(754)(580)(2,887)
Balance at December 31, 2021$661 $617 $61 $1,339 

The Company performed its annual goodwill impairment test for the year ended December 31, 2021 as of October 1, 2021. This testing did not identify any goodwill impairment and, accordingly, no impairment charge was recorded.

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

2019 Goodwill Impairment Charge

In the first quarter of 2019, the Transportation reporting unit experienced unanticipated losses of certain customer contracts, lower than expected new customer contracts and higher costs of delivery, and as a result, the growth of this reporting unit decreased resulting in its fair value being below its carrying value by an estimated $284 million. Accordingly, the Company recorded a pre-tax impairment charge of $284 million for the three months ended March 31, 2019.

In the second quarter of 2019, there were further unanticipated losses of certain customer contracts, lower potential future volumes and lower than expected new customer contracts. This led to actual results being below budget and a further downward revision of the long-term forecast across all the Company's reporting units. Because of the business performance and the strategy pivot due to changes in management that occurred in the second quarter of 2019, the Company performed an interim goodwill impairment assessment for all its reporting units which resulted in a pre-tax impairment charge of $1.1 billion for the three months ended June 30, 2019.

As of December 31, 2019, the Company performed an interim impairment assessment due to a triggering event caused by further unanticipated contract losses within the Government Services reporting unit, and as result, management performed a goodwill impairment assessment for this reporting unit as of December 31, 2019, which resulted in a pre-tax impairment charge of $512 million.

In addition, in the fourth quarter of 2019, the Company recorded an immaterial correction to the impairment charges recorded in the first and second quarters to properly reflect the impact of tax-deductible goodwill on the previous impairments as well as the related income tax benefit. The cumulative impairment charge for the year ended December 31, 2019 was approximately $2.0 billion.

CNDT 2021 Annual Report
74

Intangible Assets, Net

Net intangible assets were $52 million at December 31, 2021 of which $50 million, $2 million and $0 million relate to our Commercial Industries, Government Services and Transportation segments, respectively. Intangible assets were comprised exclusively of Customer relationships as follows:
 December 31, 2021December 31, 2020
(in millions except years)Weighted Average
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Total Intangible Assets12 years$1,658 $1,606 $52 $2,890 $2,703 $187 

Amortization expense related to intangible assets was $135 million, $239 million and $246 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense is expected to approximate $12 million in 2022, $7 million in 2023, $6 million in 2024, $4 million in 2025 and $4 million in 2026.

CNDT 2021 Annual Report
75

Note 9 – Restructuring Programs and Related Costs

The Company engages in a series of restructuring programs related to downsizing its employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity. The implementation of the Company's operational efficiency improvement initiatives has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset impairments and other related costs. Also included in Restructuring and Related Costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $23 million, $23 million and $21 million for the years ended December 31, 2021, 2020 and 2019, respectively. Management continues to evaluate the Company's business and, in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed.

Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility. In those geographies where we have either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, we recognize employee severance costs when they are both probable and reasonably estimable. Asset impairment costs related to the reduction of our real estate footprint include impairment of operating lease right-of-use (ROU) assets and associated leasehold improvements.

A summary of the Company's restructuring program activity during the two years ended December 31, 2021 is as follows:
(in millions)Severance and Related CostsTermination and Other CostsAsset ImpairmentsTotal
Balance at December 31, 2019$15 $6 $ $21 
Provision13 27 15 55 
Changes in estimates1 3  4 
Total Net Current Period Charges(1)
14 30 15 59 
Charges against reserve and currency(26)(33)(15)(74)
Balance at December 31, 2020$3 $3 $ $6 
Provision8 27 9 44 
Changes in estimates (3) (3)
Total Net Current Period Charges(1)
8 24 9 41 
Charges against reserve and currency(6)(26)(9)(41)
Balance at December 30, 2021$5 $1 $ $6 
__________
(1)Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.

We also recorded costs related to professional support services associated with the implementation of certain strategic transformation programs of $4 million, $8 million and $4 million during the years ended December 31, 2021, 2020 and 2019, respectively.

The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segments:
 Year Ended December 31,
(in millions)202120202019
Commercial Industries$4 $11 $24 
Government Services1 1 1 
Transportation1 2 2 
Unallocated Costs35 45 40 
Total Net Restructuring Charges$41 $59 $67 
 
CNDT 2021 Annual Report
76

Note 10 – Supplementary Financial Information

The components of Other assets and liabilities were as follows:
December 31,
(in millions)20212020
Other Current Assets
Prepaid expenses$84 $73 
Income taxes receivable46 48 
Value-added tax (VAT) receivable12 21 
Restricted cash5 8 
Cloud computing implementation costs, net6 8 
Other75 148 
Total Other Current Assets$228 $306 
Other Current Liabilities
Accrued liabilities$246 $229 
Litigation related accruals64 73 
Operating lease liabilities71 81 
Restructuring liabilities6 1 
Income tax payable10 16 
Other taxes payable14 16 
Accrued interest10 3 
Other22 31 
Total Other Current Liabilities$443 $450 
Other Long-term Assets
Internal use software, net$181 $163 
Deferred contract costs, net(2)
73 76 
Product software, net93 72 
Cloud computing implementation costs, net8 33 
Other98 69 
Total Other Long-term Assets$453 $413 
Other Long-term Liabilities
Deferred payroll tax related to the CARES Act(1)
$ $24 
Income tax liabilities15 15 
Unearned income48 29 
Restructuring liabilities 5 
Other32 35 
Total Other Long-term Liabilities$95 $108 
__________
(1)The CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 (and which the Company paid in December 2021) and the remainder due on December 31, 2022. As of December 31, 2021, the remaining portion of this liability is classified as current and is included in Accrued compensation and benefits costs.
(2)Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2021 and 2020 are expected to be amortized over a weighted average remaining life of approximately 12 and 11 years, respectively. See Note 2 – Revenue for more information.

CNDT 2021 Annual Report
77

Note 11 – Debt

The Company classifies its debt based on the contractual maturity dates of the underlying debt instruments. The Company defers costs associated with debt issuance over the applicable term. These costs are amortized as interest expense in the Consolidated Statements of Income (Loss).
 
Long-term debt was as follows:
December 31,
(in millions)
Weighted Average Interest Rates at December 31, 2021(1) 
20212020
2021 Term loan A due 20263.10 %$265 $ 
2021 Term loan B due 20285.00 %515  
2021 Senior notes due 20296.04 %520  
2021 Revolving credit facility maturing 20262.58 %100  
2016 Term loan A due 2022 654 
2016 Term loan B due 2023 816 
2016 Senior notes due 2024 34 
Finance lease obligations5.01 %16 20 
Other3.98 %24 4 
Principal Debt Balance $1,440 $1,528 
Debt issuance costs and unamortized discounts(27)(18)
Less: current maturities (30)(90)
Total Long-term Debt$1,383 $1,420 
 ____________
(1)Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.

Scheduled principal payments due on long-term debt for the next five years are as follows:
20222023202420252026ThereafterTotal 
$30 $27 $24 $23 $327 $1,009 $1,440 

2016 Credit Facilities
On December 7, 2016, the Company entered into a senior secured credit agreement among the Company, its subsidiaries: Conduent Business Services, LLC (CBS), Affiliated Computer Services International B.V. and Conduent Finance, Inc. (CFI), the lenders party thereto and JP Morgan Chase Bank, N.A., as the administrative agent (2016 Credit Agreement). The 2016 Credit Agreement contains senior secured credit facilities (2016 Senior Credit Facilities) consisting of:
(i)    Senior Secured Term Loan A (2016 Term Loan A) with an aggregate principal amount of $700 million;
(ii)    Senior Secured Term Loan B (2016 Term Loan B) with an aggregate principal amount of $850 million; and
(iii)    Senior Revolving Credit Facility (2016 Revolving Credit Facility) with an aggregate available amount of $750 million including a sub-limit for up to $300 million available for the issuance of letters of credit.

During the first quarter of 2020, the Company borrowed $150 million of its $750 million 2016 Revolving Credit Facility, which was subsequently fully repaid in December 2020.

2016 Senior Notes

On December 7, 2016, the Company issued 10.5% senior secured note (2016 Senior Notes). The 2016 Senior Notes were jointly and severally guaranteed on a senior unsecured basis by the Company and each of the existing and future domestic subsidiaries of CFI or CBS that guaranteed the obligations under the 2016 Senior Credit Facilities.

Interest was payable semi-annually. The entire remaining $34 million outstanding principal amount of 2016 Senior Notes was redeemed on May 1, 2021. Additionally, the Company wrote-off debt issuance costs and discounts
CNDT 2021 Annual Report
78

related to the 2016 Senior Notes of $2 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021.

2021 Credit Facilities

On October 15, 2021, the Company refinanced its 2016 Senior Credit Facilities by entering into a new senior secured credit agreement among the Company, its subsidiaries CBS, Conduent State & Local Solutions, Inc. (CSLS) and Affiliated Computer Services International B.V., the lenders party thereto and Bank of America, N.A., as the administrative agent (2021 Credit Agreement). The 2021 Credit Agreement contains senior secured credit facilities (2021 Senior Credit Facilities) consisting of:

(i)    Senior Secured Term Loan A (2021 Term Loan A) with an aggregate principal amount of $265 million;
(ii)    Senior Secured Term Loan B (2021 Term Loan B) with an aggregate principal amount of $515 million; and
(iii)    Senior Revolving Credit Facility maturing 2026 (2021 Revolving Credit Facility) with an aggregate available amount of $550 million including a sub-limit for up to $300 million available for the issuance of letters of credit.

As of December 31, 2021, the Company has borrowed $100 million of its $550 million 2021 Revolving Credit Facility and utilized $20 million of its revolving credit facility capacity to issue letters of credit. The net amount available to be drawn upon under the 2021 Revolving Credit Facility as of December 31, 2021, was $430 million.

The 2021 Credit Agreement permits the Company to request incremental term loan borrowings and /or increase commitments, subject to certain limitations and satisfaction of certain conditions.

Borrowings under the 2021 Term Loan A, the 2021 Term Loan B and the 2021 Revolving Credit Facility bear interest, at the Issuers’ option, at a rate per annum equal to an applicable margin over a base rate or a Eurocurrency rate, depending on the type of loan. The applicable margin for the 2021 Term Loan A and the 2021 Revolving Credit Facility for Eurocurrency loans range from 1.75% to 2.75% per annum, depending on certain leverage ratios and for base rate loans range from 0.75% to 1.75% per annum. The margin at December 31, 2021 was 2.25%. The applicable margin for the 2021 Term Loan B for Eurocurrency loans is 4.25% per annum and for base rate loans is 3.25% per annum. The margin at December 31, 2021 was 4.25%. In addition to paying interest on outstanding principal under the 2021 Revolving Credit Facility, the Company is required to pay a commitment fee of 0.4% per annum to the lenders in respect of unutilized commitments thereunder. Under the terms of the 2021 Credit Agreement, in the event there is a benchmark transition, the Eurocurrency rate will reference the benchmark replacement rate as defined in the 2021 Credit Agreement. The Company does not anticipate this transition will have any material impact on its consolidated financial statements.

All obligations under the 2021 Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions). All obligations under the 2021 Credit Agreement are secured, subject to certain exceptions, by a first-priority pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor (which pledges, in the case of any foreign subsidiary, are limited to 65% of the capital stock of any first-tier foreign subsidiary).

The 2021 Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default. It requires the consolidated first lien net leverage ratio not to exceed 3.50 to 1.00. This covenant applies to the 2021 Term Loan A and 2021 Revolving Credit Facility. The covenant is tested on the last day of any fiscal quarter commencing with the first full fiscal quarter after the closing date. Therefore the first time the test will be performed is as of March 31, 2022.

2021 Senior Notes

Concurrent with the 2021 Credit Agreement, on October 15, 2021, CBS and CSLS (collectively, the Issuers) issued 6.00% fixed rate senior notes due 2029 (2021 Senior Notes). The 2021 Senior Notes are guaranteed on a senior secured basis by the Company and existing and future material direct and indirect wholly owned domestic subsidiaries of CBS that guaranteed the obligations under the 2021 Senior Credit Facilities.

CNDT 2021 Annual Report
79

Interest is payable semi-annually. Prior to November 1, 2024, the Issuers can redeem the 2021 Senior Notes, in whole or in part, at a price equal to the principal amount of the 2021 Senior Notes, plus a make-whole premium plus accrued and unpaid interest. The Issuers can redeem the 2021 Senior Notes, in whole or in part, at any time on or after November 1, 2024, at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, up to but excluding the redemption date. In addition, the Company may be required to make an offer to purchase the notes upon the sale of certain assets and upon a change of control. No 2021 Senior Notes were redeemed between October 15, 2021 and December 31, 2021.

Debt Issuance Costs and Discount

In connection with the refinancing, the Company recorded deferred discounts and debt issuance costs of $30 million. Additionally, the Company wrote-off debt issuance costs and discounts related to the 2016 Senior Credit Facilities of $13 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021.

Use of Proceeds

The net proceeds of the 2021 Senior Credit Facilities and the 2021 Senior Notes were used to refinance entirely the balance of borrowings outstanding under the 2016 Senior Credit Facilities on the Closing Date and to pay related fees and expenses.

Interest

Interest paid on short-term and long-term debt amounted to $40 million, $51 million, $69 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Interest expense and interest income were as follows:
Year Ended December 31,
(in millions)202120202019
Interest expense
$55 $60 $78 
Interest income(1)
1 2 6 
 ____________
(1)Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).

CNDT 2021 Annual Report
80

Note 12 – Financial Instruments

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

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

Summary of Foreign Exchange Hedging Positions

At December 31, 2021 and 2020, the Company had outstanding forward exchange with gross notional values of $150 million and $180 million, respectively. At December 31, 2021, approximately 73% of these contracts mature within three months, 10% in three to six months, 13% in six to twelve months and 4% in greater than 12 months.
 
The following is a summary of the primary hedging positions and corresponding fair values:
December 31, 2021December 31, 2020
(in millions)Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar$55 $(2)$53 $1 
Indian Rupee/U.S. Dollar47 1 52 1 
Euro/U.S. Dollar18  17  
Mexican Peso/U.S. Dollar  2  
All Other30  56  
Total Foreign Exchange Hedging$150 $(1)$180 $2 
____________
(1)Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.

CNDT 2021 Annual Report
81

Note 13 – Fair Value of Financial Assets and Liabilities

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:

Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities.

Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities.

Summary of Financial Assets and Liabilities Accounted for at Fair Value on a Recurring Basis

The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases was Level 2. 
(in millions)December 31, 2021December 31, 2020
Assets:
Foreign exchange contract - forward$1 $2 
Total Assets$1 $2 
Liabilities:
Foreign exchange contracts - forward$2 $ 
Total Liabilities$2 $ 

Summary of Other Financial Assets and Liabilities

The estimated fair values of other financial assets and liabilities were as follows:
 December 31, 2021December 31, 2020
(in millions)Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Liabilities:
Long-term debt$1,383 $1,374 $1,420 $1,378 

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

In January 2019, the Company completed the acquisition of Health Solutions Plus (HSP), a software provider of
healthcare payer administration solutions, for a total base consideration of $90 million and a maximum contingent
consideration payment of $8 million based on a cumulative achievement over 2 years. The fair value of the contingent consideration payable related to the HSP acquisition was measured using a Monte Carlo simulation model and calibrated to management’s financial projections of the acquired business. The value of the contingent consideration payable was then estimated to be the arithmetic average of all simulation paths, discounted to the valuation date (Level 3). During the third quarter of 2020, the contingent consideration payable was settled.

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

CNDT 2021 Annual Report
82

Note 14 – Employee Benefit Plans

Defined Benefit Plans

The Company's remaining benefit obligations and plan assets at December 31, 2021 were $16 million and $1 million, respectively. The Company's benefit obligations and plan assets at December 31, 2020 were $13 million and $2 million, respectively.

Defined Contribution Plans

The Company has post-retirement savings and investment plans in several countries, including the U.S., U.K. and Canada. In many instances, employees from those defined benefit pension plans that have been amended to freeze future service accruals were transitioned to an enhanced defined contribution plan. In these plans employees are allowed to contribute a portion of their salaries and bonuses to the plans, and the Company matches a portion of the employee contributions. Beginning in 2019, the Company suspended its match to the 401(k) plan for all U.S. salaried employees and extended the suspension to all U.S. hourly employees in the second quarter of 2020. However, the match was reinstated for all U.S. employees in November of 2020.

The Company recorded charges related to its defined contribution plans of $21 million in 2021, $6 million in 2020 and $9 million in 2019.

Note 15 - Income Taxes

Loss before income taxes (pre-tax income (loss)) was as follows:
Year Ended December 31,
(in millions)202120202019
Domestic loss$(68)$(186)$(2,177)
Foreign income43 47 71 
Loss Before Income Taxes$(25)$(139)$(2,106)

 
Provision (benefit) for income taxes were as follows:
Year Ended December 31,
(in millions)202120202019
Federal Income Taxes
Current$6 $(22)$(3)
Deferred(23)(17)(170)
Foreign Income Taxes
Current15 18 47 
Deferred2 (4)(8)
State Income Taxes
Current3 5 5 
Deferred (1)(43)
Total Provision (Benefit)$3 $(21)$(172)

CNDT 2021 Annual Report
83

A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as follows:
Year Ended December 31,
 202120202019
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Nondeductible expenses
(15.5)%(2.1)%(0.2)%
Change in valuation allowance for deferred tax assets(20.4)%0.6 %(1.2)%
State taxes, net of federal benefit(8.6)%(2.1)%1.8 %
Tax-exempt income, credits and incentives38.4 %5.1 %0.3 %
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)
(11.1)%(0.9)%(0.2)%
Divestitures
2.1 % %0.2 %
Impairments(2)
(3.1)% %(14.1)%
Unrecognized tax benefits0.8 %(1.2)%(0.3)%
Audit and other tax adjustments(22.9)%(5.3)%0.1 %
Excess tax benefits7.5 % % %
Other(3)
2.1 % %0.8 %
Effective Income Tax Rate(9.7)%15.1 %8.2 %
 _______________
(1)    The “Foreign rate differential adjusted for U.S. taxation of foreign profits” includes the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries.
(2)    Impairment represents adjustments for impairment of an equity investment and the non-deductible component of goodwill.
(3)    In 2021, the "Other" line includes two reconciling items above 5% of the federal statutory rate. The impact to the effective rate is driven by the low pretax book income in 2021, and these items are otherwise immaterial. As such, the Company believes it is appropriate for these items to remain in “Other”.

On a consolidated basis, the Company paid $25 million, received a refund of $1 million and paid $46 million in combined income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2021, 2020 and 2019, respectively.

Unrecognized Tax Benefits and Audit Resolutions

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

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

As of December 31, 2021, the Company had $23 million of unrecognized tax benefits, of which $22 million, if recognized, would impact the Company's effective tax rate. Due to expected settlements, the Company estimates that $11 million of the total unrecognized tax benefits will reverse within the next twelve months.

CNDT 2021 Annual Report
84

A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:
(in millions)202120202019
Balance at January 1$23 $24 $20 
Additions related to current year  1 
Additions related to prior years positions3 3 7 
Reductions related to prior years positions(3) (3)
Settlements with taxing authorities
 (4)(1)
Balance at December 31$23 $23 $24 


The Company maintains offsetting benefits from other jurisdictions of $12 million, $15 million and $16 million, at December 31, 2021, 2020 and 2019, respectively. The Company recognized interest and penalties accrued on unrecognized tax benefits within income tax expense. The Company had $12 million, $13 million and $14 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2021, 2020 and 2019, respectively. In the U.S., the Company is no longer subject to U.S. federal income tax examinations for years before 2017. With respect to major foreign jurisdictions, the years generally remain open back to 2005.

Deferred Income Taxes
 
The Company is indefinitely reinvested in the undistributed earnings of its foreign subsidiaries with respect to the U.S. These foreign subsidiaries have aggregate cumulative undistributed earnings of $307 million as of December 31, 2021. For years after 2017, the Tax Reform does allow for certain earnings to be repatriated free from U.S. Federal taxes. However, the repatriation of earnings could give rise to additional tax liabilities. The Company has also not provided for deferred taxes on outside basis differences in its investments in its foreign subsidiaries. A determination of the unrecognized deferred taxes related to these other components of our outside basis differences is not practicable. The Company has provided for deferred taxes with respect to certain unremitted earnings of foreign subsidiaries that are not indefinitely reinvested between foreign subsidiaries outside of the U.S.

CNDT 2021 Annual Report
85

The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows:
December 31,
(in millions)20212020
Deferred Tax Assets  
Net operating losses and capital loss carryforward$84 $96 
Operating reserves, accruals and deferrals49 57 
Deferred compensation5 7 
Settlement reserves18 17 
Operating lease liabilities63 68 
Tax credits42 42 
Other4 7 
Subtotal265 294 
Valuation allowance(82)(83)
Total$183 $211 
Deferred Tax Liabilities
Unearned income$ $27 
Intangibles and goodwill79 100 
Depreciation85 75 
Operating lease right-of-use assets56 57 
Other18 26 
Total$238 $285 
Total Deferred Tax Assets (Liabilities), Net$(55)$(74)

The deferred tax assets for the respective periods were assessed for recoverability and, where applicable, a valuation allowance was recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future. The net change in the total valuation allowance for the years ended December 31, 2021 and 2020 was a decrease of $1 million and an increase of $11 million, respectively. The valuation allowance relates primarily to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.

Although realization is not assured, we have concluded that it is more-likely-than-not that the deferred tax assets, for which a valuation allowance was determined to be unnecessary, will be realized in the ordinary course of operations based on the available positive and negative evidence, including scheduling of deferred tax liabilities and projected income from operating activities. The amount of the net deferred tax assets considered realizable, however, could be reduced in the near term if actual future income or income tax rates are lower than estimated, or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences.

At December 31, 2021, we had tax credit carryforwards of $42 million available to offset future income taxes, which will expire between 2027 and 2041, if not utilized. We also had net operating loss carryforwards for income tax purposes of $603 million that will expire between 2022 and 2041, if not utilized, and $143 million available to offset future taxable income indefinitely. We had $7 million of capital loss carryforwards for income tax purposes that will expire in 2024, if not utilized, and $12 million available to offset future capital gains income indefinitely.

CNDT 2021 Annual Report
86

Note 16 – Contingencies and Litigation

As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning a variety of matters, including: governmental entity contracting, servicing and procurement law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its view on estimated losses in consultation with outside counsel handling its defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. The Company believes it has recorded adequate provisions for any such matters as of December 31, 2021. Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be more than any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period.

Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's Consolidated Financial position or liquidity. As of December 31, 2021, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

Litigation Against the Company

Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: On March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with our statements and alleged omissions regarding our financial guidance and business and operations was filed against us, our former Chief Executive Officer, and our former Chief Financial Officer in the United States District Court for the District of New Jersey. The complaint seeks certification of a class of all persons who purchased or otherwise acquired our securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary damages, costs, and attorneys’ fees. We moved to dismiss the class action complaint in its entirety. In June 2020, the court denied the motion to dismiss and allowed the claims to proceed. We intend to defend the litigation vigorously. The Company maintains insurance that may cover any costs arising out of this litigation up to the insurance limits, and subject to meeting certain deductibles and to other terms and conditions thereof. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.

CNDT 2021 Annual Report
87

Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York. The lawsuit relates to the sale of a portion of Conduent Business Service, LLC’s (CBS) select standalone customer care call center business to plaintiffs, which sale closed in February 2019. Under the terms of the sale agreement, CBS received approximately $23 million of notes from plaintiffs (Notes). The lawsuit alleges various causes of action in connection with the acquisition, including: indemnification for breach of representation and warranty; indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. On August 20, 2020, Conduent filed a counterclaim against Skyview LLC (Skyview) seeking the outstanding balance on the Notes, the amounts owed for the Jamaica deferred closing, and other transition services agreement and late rent payment obligations. Conduent also moved to dismiss Skyview’s claims in 2020. In May 2021, the court denied the motion and allowed the claims to proceed. Conduent denies all of the plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims and it intends to defend the litigation vigorously. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.

Dennis Nasrawi v. Buck Consultants et al.: On October 8, 2009, plaintiffs filed a lawsuit in the Superior Court of California, Stanislaus County, and on November 24, 2009, the case was removed to the U.S. Court for the Eastern District of California, Fresno Division. Plaintiffs allege actuarial negligence against Buck Consultants, LLC (Buck), which was a wholly-owned subsidiary of Conduent, for the use of faulty actuarial assumptions in connection with the 2007 actuarial valuation for the Stanislaus County Employees Retirement Association (StanCERA). Plaintiffs allege that the employer contribution rate adopted by StanCERA based on Buck’s valuation was insufficient to fund the benefits promised by the County. On July 13, 2012, the Court entered its ruling that the plaintiffs lacked standing to sue in a representative capacity on behalf of all plan participants. The Court also ruled that plaintiffs had adequately pleaded their claim that Buck allegedly aided and abetted StanCERA in breaching its fiduciary duty. Plaintiffs then filed their Fifth Amended Complaint and added StanCERA to the litigation. Buck and StanCERA filed demurrers to the amended complaint. On September 13, 2012, the Court sustained both demurrers with prejudice, completely dismissing the matter and barring plaintiffs from refiling their claims. Plaintiffs appealed, and ultimately the California Court of Appeals (Sixth District) reversed the trial court’s ruling and remanded the case back to the trial court as to Buck only, and only with respect to plaintiff’s claim of aiding and abetting StanCERA in breaching its fiduciary duty. This case has been stayed pending the outcome of parallel litigation the plaintiffs are pursuing against StanCERA. The parallel litigation was tried before the bench in June 2018, and on January 24, 2019, the court found in favor of StanCERA, holding that it had not breached its fiduciary duty to plaintiffs. On April 26, 2019, plaintiffs in the parallel litigation filed an appeal. On December 8, 2021, the appellate court affirmed the trial court’s decision, and the judgment became final on January 7, 2022. Plaintiffs in the parallel litigation filed a petition for review to the California Supreme Court. Nasrawi remains stayed until the parallel litigation is finally concluded. Absent the court finding that StanCERA breached its fiduciary duty, plaintiffs’ claim against Buck for aiding and abetting said breach would not appear viable. Buck will continue to aggressively defend these lawsuits. In August 2018, Conduent sold Buck; however, the Company retained this liability after the sale. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.

CNDT 2021 Annual Report
88

Conduent Business Services, LLC v. Cognizant Business Services Corporation: On April 12, 2017, CBS filed a lawsuit against Cognizant Business Services Corporation (Cognizant) in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between CBS and Cognizant, as amended and supplemented (Contract). The Contract contains certain minimum purchase obligations by CBS through the date of expiration. The lawsuit alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly perform its obligations as subcontractor to CBS under CBS's contract with the New York Department of Health to provide Medicaid Management Information Systems. In the lawsuit, CBS seeks damages in excess of $150 million. During the first quarter of 2018, CBS provided notice to Cognizant that it was terminating the Contract for cause and recorded in the same period certain charges associated with the termination. CBS also alleges that it terminated the Contract for cause, because, among other things, Cognizant violated the Foreign Corrupt Practices Act. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the Contract and an alleged $25 million termination fee. Cognizant's second amended counterclaim increased Cognizant's damages to $89 million. CBS will continue to vigorously defend itself against the counterclaims, but the Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.

Other Matters:

Since 2014, Xerox Education Services, Inc. (XES) has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (Department) and the Consumer Financial Protection Bureau (CFPB) that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of one remaining state attorney general inquiry, the Company has resolved all investigations by the CFPB, several state agencies, the Department and the U.S. Department of Justice. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which XES serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES. Nor is the Company able to predict the likely outcome of these matters, should any such matter be commenced, or reasonably provide an estimate or range of estimates of any loss in excess of currently recorded reserves. The Company could, in future periods, incur judgments or enter into settlements to resolve these potential matters for amounts in excess of current reserves and there could be a material adverse effect on the Company's results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs.

Guarantees and Indemnifications

Indemnifications Provided as Part of Contracts and Agreements

Acquisitions/Divestitures:

The Company has indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of its divestiture agreements. In addition, the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants, including such matters as adequate title to assets sold, intellectual property rights and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications. Additionally, under certain of the Company's acquisition agreements, it has provided for additional consideration to be paid to the sellers if established financial targets are achieved within specific timeframes post-closing. The Company has recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from divestitures and contingent consideration provided for by acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows.

CNDT 2021 Annual Report
89

Other Agreements:

The Company is also party to the following types of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters:
Guarantees on behalf of the Company's subsidiaries with respect to real estate leases. These lease guarantees may remain in effect after the sale of the subsidiary.
Agreements to indemnify various service providers, trustees and bank agents from any third-party claims related to their performance on the Company's behalf, except for claims that result from the third-party's own willful misconduct or gross negligence.
Guarantees of the Company's performance in certain services contracts to its customers and indirectly the performance of third parties with whom the Company has subcontracted for their services. This includes indemnifications to customers for losses that may be sustained because of the Company's performance of services at a customer's location.

In each of these circumstances, payment is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract and such procedures also typically allow the Company to challenge the other party's claims. In the case of lease guarantees, the Company may contest the liabilities asserted under the lease. Further, obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments it made.

Intellectual Property Indemnifications

The Company does not own all of the software that it uses to run its business. Instead, the Company licenses this software from a small number of primary vendors. The Company indemnifies certain software providers against claims that may arise as a result of the Company's use or its subsidiaries', customers' or resellers' use of their software in the Company's services and solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the procedures required in the services contract.

Indemnification of Officers and Directors

The Company's corporate by-laws require that, except to the extent expressly prohibited by law, the Company must indemnify its officers and directors against judgments, fines, penalties and amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with civil or criminal action or proceedings or any appeal, as it relates to their services to the Company and its subsidiaries. Although the by-laws provide no limit on the amount of indemnification, the Company may have recourse against its insurance carriers for certain payments made by the Company. However, certain indemnification payments may not be covered under the Company's directors' and officers' insurance coverage. The Company also indemnifies certain fiduciaries of its employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the Company. Finally, in connection with the Company's acquisition of businesses, it may become contractually obligated to indemnify certain former and current directors, officers and employees of those businesses in accordance with pre-acquisition by-laws or indemnification agreements or applicable state law.

Other Contingencies

Certain contracts, primarily in the Company's Government Services and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2021, the Company had $560 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $109 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations. In general, the Company would only be liable for these guarantees in the event of default in the Company's performance of its obligations under each contract. The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements to allow it to respond to future requests for proposals that require such credit support.

CNDT 2021 Annual Report
90

Note 17 - Preferred Stock

Series A Preferred Stock

In connection with the December 31, 2016 separation from the Company's former parent company (Separation), the Company issued 120,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation preference of $120 million and an initial fair value of $142 million. The Series A convertible preferred stock pays quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of the Series A convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $22.25 per share of common stock), subject to customary anti-dilution adjustments.

If the closing price of the Company's common stock exceeds 137% of the initial conversion price for 20 out of 30 trading days, the Company has the right to cause any or all of the Series A convertible preferred stock to be converted into shares of common stock at the then applicable conversion rate. The Series A convertible preferred stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus an additional number of shares determined by reference to the price paid for the Company's common stock upon such change in control. In addition, upon the occurrence of certain fundamental change events, including a change in control or the delisting of Conduent's common stock, the holder of Series A convertible preferred stock has the right to require the Company to redeem any or all of the Series A convertible preferred stock in cash at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends to, but not including, the redemption date. As a result of the contingent redemption feature, the Series A convertible preferred stock is classified as temporary equity and reflected separately from permanent equity in the Consolidated Balance Sheets.

CNDT 2021 Annual Report
91

Note 18 – Shareholders’ Equity

Preferred Stock

As of December 31, 2021, the Company had one class of preferred stock outstanding. Refer to Note 17 – Preferred Stock for further information. The Company is authorized to issue approximately 100 million shares of convertible preferred stock at $0.01 par value per share.

Common Stock

The Company has 1 billion authorized shares of common stock at $0.01 par value per share. At December 31, 2021, 28.9 million shares were reserved for issuance under the Company's incentive compensation plans and 5.4 million shares were reserved for conversion of the Series A convertible preferred stock.

Stock Compensation Plans

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

Stock-based compensation expense was as follows:
Year Ended December 31,
(in millions)202120202019
Stock-based compensation expense, pre-tax$21 $20 $24 
Income tax benefit recognized in earnings3 3  

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

In 2021, the Company issued 329 thousand Deferred Stock Units (DSU) to non-employee members of the Board of Directors. DSU awards typically vest in accordance with certain service conditions.

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

PSUs that vest contingent upon its achievement of certain specified financial performance criteria over a three-year period. If the three-year actual results exceed the stated targets, then the plan participants have the potential to earn additional shares of common stock, which cannot exceed 50% of the original grant. The fair value of these PSUs is based upon the market price of Conduent's common stock on the date of the grant. Compensation expense is recognized over the vesting period, which is two years and nine months from the date of grant, based on management's estimate of the number of shares expected to vest. If the stated targets are not met, any recognized compensation cost would be reversed.
PSUs that vest contingent upon the increase of Conduent’s stock price to certain levels over a two year and nine-month period from the date of grant. These PSUs also have a service requirement that must be met for them to vest. The fair value of these PSUs is based upon a Monte Carlo simulation. Compensation expense is recognized over the vesting period based on management's estimate of the number of shares expected to vest.

CNDT 2021 Annual Report
92

Summary of Stock-based Compensation Activity
 202120202019
(shares in thousands)SharesWeighted
Average Grant
Date Fair
Value
SharesWeighted
Average Grant
Date Fair
Value
SharesWeighted
Average Grant
Date Fair
Value
Restricted Stock Units / Shares
Outstanding at January 15,620 $3.49 1,741 $13.07 2,399 $16.90 
Granted2,677 6.65 7,778 2.25 2,503 12.57 
Vested(3,117)4.69 (2,816)4.99 (2,135)15.54 
Canceled(1,388)3.96 (1,083)6.11 (1,026)15.68 
Outstanding at December 313,792 4.57 5,620 3.49 1,741 13.07 
Performance Stock Units / Shares
Outstanding at January 15,453 $3.83 3,597 $16.17 4,557 $16.76 
Granted1,545 6.54 7,010 1.37 1,229 13.35 
Vested(1,945)3.37 (3,163)7.33 (1,069)15.64 
Canceled(1,444)5.13 (1,991)11.91 (1,120)16.00 
Outstanding at December 313,609 4.71 5,453 3.83 3,597 16.17 

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2021 was as follows (in millions):
AwardsUnrecognized CompensationRemaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares$11 1.7
Performance Stock Units / Shares4 1.4
Total$15 

The aggregate intrinsic value of outstanding RSUs and PSUs awards were as follows (in millions):
AwardsDecember 31, 2021
Restricted Stock Units / Shares$20 
Performance Stock Units / Shares19 

The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards were as follows:
(in millions)December 31, 2021December 31, 2020December 31, 2019
AwardsTotal Intrinsic ValueCash ReceivedTax BenefitTotal Intrinsic ValueCash ReceivedTax BenefitTotal Intrinsic ValueCash ReceivedTax Benefit
Restricted Stock Units / Shares$17 $ $3 $13 $ $3 $17 $ $4 
Performance Stock Units / Shares11  2 14  2 11  2 

CNDT 2021 Annual Report
93

Note 19 – Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss) is comprised of the following:
Year Ended December 31,
 202120202019
(in millions)Pre-taxNet of TaxPre-taxNet of TaxPre-taxNet of Tax
Currency Translation
Currency translation adjustments, net$(31)$(31)$8 $8 $3 $3 
Reclassification of currency translation adjustments on divestitures    15 15 
Translation adjustments gains (losses)$(31)$(31)$8 $8 $18 $18 
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)$(1)$(1)$ $ $1 $1 
Changes in cash flow hedges reclassed to earnings(1)
    (1) 
Net Unrealized Gains (Losses)$(1)$(1)$ $ $ $1 
Defined Benefit Plans Gains (Losses)
Reclassification of divested benefit plans and other$ $ $ $ $1 $(1)
Net actuarial/prior service gains (losses)1 1 1 1   
Changes in Defined Benefit Plans Gains (Losses)$1 $1 $1 $1 $1 $(1)
Other Comprehensive Income (Loss)$(31)$(31)$9 $9 $19 $18 
____________________________

(1)Reclassified to Cost of services - refer to Note 12 – Financial Instruments for additional information regarding our cash flow hedges.
Accumulated Other Comprehensive Loss (AOCL)

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

(in millions)Currency Translation AdjustmentsGains (Losses) on Cash Flow HedgesDefined Benefit Pension ItemsTotal
Balance at December 31, 2018$(426)$2 $(1)$(425)
Other comprehensive income (loss) before reclassifications3 1  4 
Amounts reclassified from accumulated other comprehensive loss15  (1)14 
Net current period other comprehensive income (loss)18 1 (1)18 
Balance at December 31, 2019$(408)$3 $(2)$(407)
Other comprehensive income (loss) before reclassifications8  1 9 
Amounts reclassified from accumulated other comprehensive loss    
Net current period other comprehensive income (loss)8  1 9 
Balance at December 31, 2020$(400)$3 $(1)$(398)
Other comprehensive income (loss) before reclassifications(31)(1)1 (31)
Amounts reclassified from accumulated other comprehensive loss    
Net current period other comprehensive income (loss)(31)(1)1 (31)
Balance at December 31, 2021$(431)$2 $ $(429)
__________
(1)All amounts are net of tax. Tax effects were immaterial.

CNDT 2021 Annual Report
94

Note 20 – Earnings (Loss) per Share
We did not declare any common stock dividends in the periods presented.
The following table sets forth the computation of basic and diluted loss per share of common stock:
 Year Ended December 31,
(in millions, except per share data. Shares in thousands)202120202019
Net Earnings (Loss) per Share:
Net Income (Loss)$(28)$(118)$(1,934)
Dividend - Preferred Stock(10)(10)(10)
Adjusted Net Income (Loss) Available to Common Shareholders$(38)$(128)$(1,944)
Weighted Average Common Shares Outstanding - Basic212,719 210,018 209,318 
Common Shares Issuable with Respect to:
Restricted Stock And Performance Units / Shares000
Weighted Average Common Shares Outstanding - Diluted212,719 210,018 209,318 
Net Earnings (Loss) per Share:
Basic$(0.18)$(0.61)$(9.29)
Diluted$(0.18)$(0.61)$(9.29)
The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands):
Restricted stock and performance shares/units8,210 12,286 8,943 
Convertible preferred stock5,393 5,393 5,393 
Total Anti-Dilutive and Contingently Issuable Securities13,603 17,679 14,336 


Note 21 – Related Party Transactions

During the third quarter of 2019, Carl C. Icahn and his affiliates (shareholders) increased their ownership interest in the Company. In the normal course of business, the Company provides services to, and purchases from, certain related parties with the same shareholders. The services provided to these entities included those related to human resources, end-user support and other services and solutions. The purchases from these entities included office equipment and related services and supplies. Revenue and purchases from these entities were included in Revenue and Costs of services or Selling, general and administrative, respectively, on the Company's Consolidated Statements of Income (Loss).

Transactions with related parties were as follows:
Year Ended December 31,
 (in millions)202120202019
Revenue from related parties$16 $24 $33 
Purchases from related parties$28 $36 $46 

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

Note 22 – Subsequent Events
On February 8, 2022, the Company completed the sale of the Midas Suite of patient safety, quality and advanced analytics solutions. At closing, the Buyer paid the Company $321 million in cash, which is subject to settlement of customary post-closing adjustments. The revenue from this business was $70 million and $72 million for the years ended December 31, 2021 and 2020, respectively.

On February 11, 2022, the Company repaid $100 million of outstanding borrowings, plus accrued interest thereon, under the 2021 Revolving Credit Facility.
CNDT 2021 Annual Report
95

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES

Management's Responsibility for Financial Statements
Management is responsible for the integrity and objectivity of all information presented in this Annual Report on Form 10-K. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company's financial position and results of operations.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent registered public accountants, PricewaterhouseCoopers LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of the independent registered public accountants. The independent registered public accountants and internal auditors have access to the Audit Committee.
Disclosure Controls and Procedures

The Company’s management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms relating to Conduent Incorporated, including our consolidated subsidiaries, and was accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in "Internal Control - Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the above evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of this Form 10-K.

CNDT 2021 Annual Report
96

Changes in Internal Control over Financial Reporting

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None


ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information regarding our executive officers required by Item 10 of Part III is set forth in Item 1 of Part I "Business–Information About Our Executive Officers." The information regarding directors is incorporated herein by reference to the section entitled “Proposal 1 - Election of Directors” in our definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, for our 2022 Annual Meeting of Stockholders (the 2022 Proxy Statement). The 2022 Proxy Statement is expected to be filed within 120 days after the end of our fiscal year ended December 31, 2021.

The information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated herein by reference to the section entitled “Delinquent Section 16(a) Report" of our 2022 Proxy Statement.

The information required by this Item regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated by reference herein from the subsection entitled “Committee Functions, Membership and Meetings” in the section entitled “Proposal 1 - Election of Directors” in our 2022 Proxy Statement.

We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal accounting officer (Finance Code of Conduct). The Finance Code of Conduct can be found on our website at: https://www.conduent.com/corporate-governance/ethics-and-compliance/. Information concerning our Finance Code of Conduct can be found under "Corporate Governance" in our 2022 Proxy Statement and is incorporated here by reference. The reference to our website address does not constitute incorporation by reference of any of the information contained on the website, and such information is not a part of this Annual Report.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item included under the following captions under “Proposal 1 - Election of Directors” in our 2022 Proxy Statement is incorporated herein by reference: “Compensation Discussion and Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards in 2021”, “Outstanding Equity Awards at 2021 Fiscal Year-End”, “Option Exercises and Stock Vested in 2021”, “Potential Payments upon Termination or Change in Control”, “Annual Director Compensation", "Equity Compensation Plan Information", "Compensation Committee Interlocks and Insider Participation” and “Compensation Committee”. The information included under the heading “Compensation Committee Report” in our 2022 Proxy Statement is incorporated herein by reference; however, this information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
CNDT 2021 Annual Report
97


Information required by this Item is incorporated herein by reference to the subsections entitled "Securities Ownership," and “Equity Compensation Plan Information” under “Proposal 1 - Election of Directors” in our 2022 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this Item is incorporated herein by reference to the subsection entitled “Certain Relationships and Related Person Transactions” under “Proposal 1 - Election of Directors” in our 2022 Proxy Statement. The information regarding director independence is incorporated herein by reference to the subsections entitled “Corporate Governance” and “Director Independence” in the section entitled “Proposal 1 - Election of Directors” in our 2022 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the section entitled “Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm” in our 2022 Proxy Statement.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)        
1.Index to Financial Statements filed as part of this report:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 238);
Consolidated Statements of Income (Loss) for each of the years in the three-year period ended December 31, 2021;
Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2021;
Consolidated Balance Sheets as of December 31, 2021 and 2020;
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2021;
Consolidated Statements of Shareholders' Equity for each of the years in the three-year period ended December 31, 2021;
Notes to the Consolidated Financial Statements; and
All other schedules are omitted as they are not applicable, or the information required is included in the financial statements or notes thereto.

2.Financial Statement Schedules:

Schedule II–Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2021.

3.The exhibits filed herewith are set forth in the exhibit Index included herein.

(b)    Management contracts or compensatory plans or arrangements listed that are applicable to the executive officers named in the Summary Compensation Table which appears in the Registrant's 2022 Proxy Statement or to our directors are preceded by an asterisk (*).

CNDT 2021 Annual Report
98

SCHEDULE II

Valuation and Qualifying Accounts

For the three years ended December 31, 2021
(in millions) Balance
at beginning
of period 
Additions
charged to
expense(1)(4)
Amounts (credited) charged to other income statement accounts (2) 
Deductions and other, net of recoveries (3)(4) 
Balance
at end
of period 
Allowance for Credit Losses:     
2021Accounts Receivable$2 $1 $ $(3)$ 
2020Accounts Receivable2 1  (1)2 
2019Accounts Receivable1 3  (2)2 
Tax Valuation Allowance:
2021Tax Valuation83 10  (11)82 
2020Tax Valuation72 17  (6)83 
2019Tax Valuation44 38  (10)72 
 __________
(1)Account Receivables/Contract Assets: additions charged to expense represent bad debt provisions relate to estimated losses due to credit and similar collectability issues.
(2)Account Receivables: Other charges (credits) relate to adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations.
(3)Account Receivables/Contract Assets: Deductions and other, net of recoveries primarily relates to receivable and contract asset write-offs, but also includes reclassification to other balance sheet accounts, the impact of foreign currency translation adjustments and recoveries of previously written off receivables and contract assets.
(4)Tax Valuation: tax valuation allowance are primarily related to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.


ITEM 16. FORM 10-K SUMMARY

None

CNDT 2021 Annual Report
99

EXHIBIT INDEX

Document and Location
Exhibit No.
3.1
Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated December 23, 2016. (See SEC File Number 001-37817).
3.2
Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K dated December 23, 2016. (See SEC File Number 001-37817).
4.1
Incorporated by reference to Exhibit 4.4(g) to Registrant’s Quarterly Report on Form 10-Q dated November 4, 2021. (See SEC File Number 001-37817).
4.2
Incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K dated February 26, 2020. (See SEC File Number 001-37817)
10.1
Incorporated by reference to Exhibit 10.6(f) to Registrant’s Quarterly Report on Form 10-Q dated November 14, 2021. (See SEC File Number 001-37817).
10.4(a)
Incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K dated January 3, 2017. (See SEC File Number 001-37817).
10.4(b)
Incorporated by reference to Exhibit 10.6 to Registrant’s Amendment No. 1 to Form 10 dated August 15, 2016. (See SEC File Number 001-37817).
10.5(a)
Incorporated by reference to Exhibit 10.14 to Registrant’s Amendment No. 5 to Form 10 dated October 28, 2016. (See SEC File Number 001-37817).
10.5(b)
Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 18, 2018. (See SEC File Number 001-37817).
The management contracts or compensatory plans or arrangements listed below that are applicable to the executive officers named in the Summary Compensation Table which will appear in the Registrant’s 2022 Proxy Statement or to our directors are preceded by an asterisk (*).
*10.6(a)(i)
Incorporated by reference to Exhibit 4.3 to Registrant’s Registration Statement No. 333-215361 dated December 29, 2016. (See SEC File Number 001-37817).
*10.6(a)(ii)
Incorporated by reference to Exhibit 10 6(a)(vi) to the Registrant’s Quarterly Report on form 10-Q dated May 8, 2020. (See SEC File Number 001-37817).
CNDT 2021 Annual Report
100

*10.6(a)(iii)
Incorporated by reference to Exhibit 10 6(a)(vii) to the Registrant’s Quarterly Report on form 10-Q dated May 8, 2020. (See SEC File Number 001-37817).
*10.6(a)(iv)
Incorporated by reference to Annex A to Registrant’s Proxy Filing on Schedule 14 dated April 9, 2021. (See SEC File Number 001-37817).
*10.6(a)(v)
Incorporated by reference to Exhibit 10 6(a)(x) to the Registrant’s Quarterly Report on form 10-Q dated August 5, 2021. (See SEC File Number 001-37817).
*10.6(a)(vi)
Incorporated by reference to Exhibit 10 6(a)(xi) to the Registrant’s Quarterly Report on form 10-Q dated August 5, 2021. (See SEC File Number 001-37817).
*10.6(a)(vii)
Incorporated by reference to Exhibit 10 6(a)(xii) to the Registrant’s Quarterly Report on form 10-Q dated August 5, 2021. (See SEC File Number 001-37817).
*10.6(a)(viii)
Incorporated by reference to Exhibit 10 6(a)(xiii) to the Registrant’s Quarterly Report on form 10-Q dated August 5, 2021. (See SEC File Number 001-37817).
*10.6(b)(i)
Incorporated by reference to Exhibit 4.4 to Registrant’s Registration Statement No. 333-215361 dated December 29, 2016. (See SEC File Number 001-37817).
*10.6(b)(ii)
Incorporated by reference to Exhibit 10.6(b)(ii) to the Registrant's Annual Report on Form 10-K dated March 10, 2017. (See SEC File Number 001-37817).
*10.6.(c)
Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated August 28, 2017. (See SEC File Number 001-37817).
*10.6(d)
Incorporated by reference to Exhibit 10.6(h) to the Registrant’s Current Report on Form 8-K dated May 28, 2019. (See SEC File Number 001-37817).
*10.6(d)(i)
Incorporated by reference to Exhibit 10.6(j) to the Registrant’s Current Report on Form 8-K dated August 7, 2019. (See SEC File Number 001-37817).
*10.6(d)(ii)
Incorporated by reference to Exhibit 10.6(e)(ii) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020. (See SEC File Number 001-37817).
*10.6(d)(iii)
Incorporated by reference to Exhibit 10.6(d)(iii) to the Registrant’s Annual Report on Form 10-K dated February 24, 2021. (See SEC File Number 001-37817).
*10.6(e)
Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated May 5, 2021. (See SEC File Number 001-37817).
*10.6(f)
Incorporated by reference to Exhibit 10.6(h) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020. (See SEC File Number 001-37817).
CNDT 2021 Annual Report
101

*10.6(g)
Incorporated by reference to Exhibit 10.6(i) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020. (See SEC File Number 001-37817).
21.1
23
31(a)
31(b)
32
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase.
101.LABInline XBRL Taxonomy Extension Label Linkbase.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase.
101.SCHInline XBRL Taxonomy Extension Schema Linkbase.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

CNDT 2021 Annual Report
102

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
CONDUENT INCORPORATED
/s/  CLIFFORD SKELTON
Clifford Skelton
Chief Executive Officer
February 23, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

February 23, 2022
 
Signature
 
Title
 
Principal Executive Officer: 
/s/    CLIFFORD SKELTON
Chief Executive Officer and Director
Clifford Skelton
Principal Financial and Accounting Officer: 
/s/    STEPHEN WOOD
Executive Vice President, Chief Financial Officer and Principal Accounting Officer
Stephen Wood
/s/    HUNTER GARY
Director
Hunter Gary
/s/   KATHY HIGGINS VICTOR
Director
Kathy Higgins Victor
/s/    SCOTT LETIER
Director and Chairman of the Board
Scott Letier
/s/ JESSE LYNN
Director
Jesse Lynn
/s/ STEVEN MILLER
Director
Steven Miller
/s/    MICHAEL MONTELONGO
Director
Michael Montelongo
/s/   MARGARITA PALÁU-HERNÁNDEZ
Director
Margarita Paláu-Hernández


CNDT 2021 Annual Report
103
EX-21.1 2 cndt-123121xex211.htm EX-21.1 Document
EXHIBIT 21.1

SUBSIDIARIES OF CONDUENT INCORPORATED

The following companies are subsidiaries of Conduent Incorporated as of December 31, 2021. Unless otherwise noted, a subsidiary is a company in which Conduent Incorporated or a subsidiary of Conduent Incorporated holds 50% or more of the voting stock. The names of other subsidiaries have been omitted as they would not, if considered in the aggregate as a single subsidiary, constitute a significant subsidiary:
Name of Subsidiary
Jurisdiction of Incorporation or Organization
Conduent Healthy Communities CorporationCalifornia
Conduent BPO Services, LLCDelaware
Conduent Workers Compensation Holdings, Inc.Delaware
Conduent EDI Solutions, Inc.Delaware
Conduent Global, Inc.Delaware
Conduent Health Administration, Inc.Delaware
Conduent Human Resources Services, LLCDelaware
Conduent Lending, Inc.Delaware
Conduent Casualty Claims Solutions, LLCDelaware
Conduent Middle East, Inc.Delaware
Conduent TradeOne Marketing, Inc.Delaware
Conduent Securities, LLCDelaware
Conduent Care Solutions, LLCDelaware
Conduent Finance, Inc.Delaware
Conduent Payment Integrity Solutions, IncDelaware
Conduent Public Health Solutions, Inc.Delaware
Conduent ParkIndy, LLCDelaware
Conduent Business Services, LLCDelaware
Conduent Education Services, LLCDelaware
Conduent European Funding LLCDelaware
Conduent Export LLCDelaware
Conduent Federal Solutions, LLCDelaware
Conduent Mortgage Services, Inc.Delaware
Conduent Credit Balance Solutions, LLCDelaware
Conduent State Healthcare, LLCDelaware
Conduent Healthcare Knowledge Solutions Inc.Florida
Conduent Transport Solutions, Inc.Georgia
Conduent Image Solutions, Inc.Louisiana
Conduent Commercial Solutions, LLCNevada
Conduent Patient Access Solutions, LLCNew Jersey
Conduent State & Local Solutions, Inc.New York
Conduent HR Services, LLCPennsylvania
Conduent Securities Services, Inc.Texas
ACS Welfare Benefit TrustTexas
Conduent Legal & Compliance Solutions, LLCTexas
Conduent Business Process Optimization Services, Inc.Texas
Conduent Heritage, LLCVirginia
Conduent Learning Services, Inc.Washington
Conduent Wireless Data Services North America, Inc.Washington
Conduent Care and Quality Solutions, Inc.Wisconsin
Eagle Connect Sh.p.k.Albania


EXHIBIT 21.1

Voice Star Sh.p.k.Albania
Consilience Software Australasia Pty LtdAustralia
Conduent Business Services (Australia) PTY. LTD.Australia
Wireless Data Services PTY LimitedAustralia
Affiliated Computer Services International (Barbados) LimitedBarbados
Conduent Servicos de Terceirizacao de
Processos de Negocios Ltda.
Brazil
Conduent Consultoria e Servicos de Recursos Humanos Ltda.Brazil
Conduent do Brasil Servicos de Call Center Ltda.Brazil
Conduent Business Services Canada, Inc./Services D’affaires Conduent Canada Inc.
Canada
Conduent Business Solutions (Cyprus) LimitedCyprus
Conduent Colombia S.A.Colombia
Conduent Czech Republic s.r.o.Czech Republic
Affiliated Computer Services (Fiji) LimitedFiji
Conduent Business Process Solutions (France) SASFrance
Conduent Business Solutions (France) SASFrance
Affiliated Computer Services of Germany GmbHGermany
ACS Holdings (Germany) GmbHGermany
Conduent Germany Holding GmbHGermany
Invoco Business Solutions GmbHGermany
Conduent Communication Center GmbHGermany
Conduent Customer Service GmbHGermany
Conduent Multimedia GmbHGermany
Conduent Sales GmbHGermany
Conduent Service Center GmbHGermany
Conduent Technical Service GmbHGermany
Conduent Business Services de Guatemala, Sociedad AnonimaGuatemala
ACS China Solutions Hong Kong LimitedHong Kong
Conduent Business Solutions (Hong Kong) LimitedHong Kong
Conduent Business Services India LLPIndia
Conduent Business Services Italy S.r.l.Italy
Conduent Business Solutions Italia, S.p.A.Italy
Conduent Solutions (Jamaica) LimitedJamaica
Conduent Jamaica LimitedJamaica
Affiliated Computer Services Holdings (Luxembourg) S.A.R.L.Luxembourg
Conduent Business Services Malaysia Sdn. Bhd.Malaysia
Conduent de Mexico, S.A. de C.V.Mexico
Conduent Solutions Mexico, S. de R.L. de C.V.Mexico
Affiliated Computer Services International B.V.Netherlands
Customer Helpline Holdings (Netherlands) B.V.Netherlands
Wilhaave Groep B.V.Netherlands
Unamic/HCN B.V.Netherlands
Conduent Business Services (Netherlands) B.V.Netherlands
Market Line Peru S.A.C.Peru


EXHIBIT 21.1

ACS Solutions Peru S.A.Peru
Conduent Business Services Philippines, Inc.Philippines
Conduent Solutions Philippines, Inc.Philippines
Affiliated Computer Services of Poland Sp. z.o.o.Poland
Conduent Poland Sp. z.o.o.Poland
Conduent Business Solutions of Puerto Rico, Inc.Puerto Rico
Conduent Business Services Romania S.r.l.Romania
Conduent Europe Finance Limited PartnershipScotland
Wireless Data Services (Asia Pacific) PTE Ltd.Singapore
Conduent (PTY) LTDSouth Africa
Conduent Business Services, S.L.Spain
Xerox Business Solutions Spain, S.L.Spain
Conduent Holdings (St. Lucia) Ltd.St. Lucia
Affiliated Computer Services GmbHSwitzerland
Conduent Business Solutions AGSwitzerland
Unamic HCN Musteri Hizmetleri Limited SirketiTurkey
Conduent Business Process Solutions LimitedUnited Kingdom
Conduent Business Services UK LimitedUnited Kingdom
Conduent Public Sector UK LimitedUnited Kingdom




EX-23 3 cndt-123121xex23.htm EX-23 Document
EXHIBIT 23


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-215361) of Conduent Incorporated of our report dated February 23, 2022 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 23, 2022


EX-31.A 4 cndt-123121xex31a.htm EX-31.A Document
EXHIBIT 31(a)

CEO CERTIFICATIONS
I, Clifford Skelton, certify that:
 
1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
February 23, 2022
 
/S/  CLIFFORD SKELTON
          Clifford Skelton
    Principal Executive Officer


EX-31.B 5 cndt-123121xex31b.htm EX-31.B Document
EXHIBIT 31(b)

CFO CERTIFICATIONS
I, Stephen Wood, certify that:
 
1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
February 23, 2022
 
/S/  STEPHEN WOOD
          Stephen Wood
    Principal Financial Officer


EX-32 6 cndt-123121xex32.htm EX-32 Document
EXHIBIT 32

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO § 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Form 10-K of Conduent Incorporated, a New York corporation (the “Company”), for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Clifford Skelton, Chief Executive Officer of the Company, and Stephen Wood, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of his/her knowledge, that:
 
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/  CLIFFORD SKELTON
          Clifford Skelton
    Chief Executive Officer
February 23, 2022
/S/  STEPHEN WOOD
         Stephen Wood
    Chief Financial Officer
February 23, 2022

This certification accompanies this Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of § 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by § 906 has been provided to Conduent Incorporated and will be retained by Conduent Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.

EX-101.SCH 7 cndt-20211231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0001001 - Document - Cover Page link:presentationLink link:calculationLink link:definitionLink 0002002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 1001003 - Statement - Consolidated Statements of Income (Loss) link:presentationLink link:calculationLink link:definitionLink 1002004 - Statement - Consolidated Statements of Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 1003005 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1004006 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 1005007 - Statement - Consolidated Statements of Cash Flows (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1006008 - Statement - Consolidated Statements of Shareholders' Equity link:presentationLink link:calculationLink link:definitionLink 1007009 - Statement - Consolidated Statements of Shareholders' Equity (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 2101101 - Disclosure - Organization, Consolidation and Presentation of Financial Statements link:presentationLink link:calculationLink link:definitionLink 2202201 - Disclosure - Organization, Consolidation and Presentation of Financial Statements (Policies) link:presentationLink link:calculationLink link:definitionLink 2403401 - Disclosure - Recent Accounting Pronouncements - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2104102 - Disclosure - Revenue link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - Revenue from Contract with Customer (Tables) link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - Revenue - Disaggregated Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 2407403 - Disclosure - Revenue - Contract Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2408404 - Disclosure - Revenue - Performance Obligation (Details) link:presentationLink link:calculationLink link:definitionLink 2408404 - Disclosure - Revenue - Performance Obligation (Details) link:presentationLink link:calculationLink link:definitionLink 2409405 - Disclosure - Revenue - Costs to Obtain and Fulfill a Contract (Details) link:presentationLink link:calculationLink link:definitionLink 2110103 - Disclosure - Segment Reporting link:presentationLink link:calculationLink link:definitionLink 2311302 - Disclosure - Segment Reporting (Tables) link:presentationLink link:calculationLink link:definitionLink 2412406 - Disclosure - Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) link:presentationLink link:calculationLink link:definitionLink 2413407 - Disclosure - Segment Reporting - Reconciliation Of Operating Profit Loss (Details) link:presentationLink link:calculationLink link:definitionLink 2414408 - Disclosure - Segment Reporting - Geographic Revenue and Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2115104 - Disclosure - Divestiture link:presentationLink link:calculationLink link:definitionLink 2416409 - Disclosure - Divestiture (Details) link:presentationLink link:calculationLink link:definitionLink 2117105 - Disclosure - Accounts Receivables, Net link:presentationLink link:calculationLink link:definitionLink 2418410 - Disclosure - Accounts Receivable, Net (Details) link:presentationLink link:calculationLink link:definitionLink 2119106 - Disclosure - Land, Buildings, Equipment and Software, Net link:presentationLink link:calculationLink link:definitionLink 2320303 - Disclosure - Land, Buildings, Equipment and Software, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2421411 - Disclosure - Land, Buildings, Equipment and Software, Net (Details) link:presentationLink link:calculationLink link:definitionLink 2422412 - Disclosure - Land, Buildings, Equipment and Software, Net - Internal Use Software (Details) link:presentationLink link:calculationLink link:definitionLink 2423413 - Disclosure - Land, Buildings, Equipment and Software, Net (Details) link:presentationLink link:calculationLink link:definitionLink 2124107 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 2325304 - Disclosure - Leases, Codification Topic 842 (Tables) link:presentationLink link:calculationLink link:definitionLink 2426414 - Disclosure - Leases - Lease Cost (Details) link:presentationLink link:calculationLink link:definitionLink 2427415 - Disclosure - Leases - Cash Flow (Details) link:presentationLink link:calculationLink link:definitionLink 2428416 - Disclosure - Leases - Balance Sheet Classification (Details) link:presentationLink link:calculationLink link:definitionLink 2429417 - Disclosure - Leases - Lease Info (Details) link:presentationLink link:calculationLink link:definitionLink 2430418 - Disclosure - Leases - Maturity (Details) link:presentationLink link:calculationLink link:definitionLink 2131108 - Disclosure - Goodwill and Intangible Assets, Net link:presentationLink link:calculationLink link:definitionLink 2332305 - Disclosure - Goodwill and Intangible Assets, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2433419 - Disclosure - Goodwill and Intangible Assets, Net - Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 2434420 - Disclosure - Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) link:presentationLink link:calculationLink link:definitionLink 2135109 - Disclosure - Restructuring and Asset Impairment Charges link:presentationLink link:calculationLink link:definitionLink 2336306 - Disclosure - Restructuring and Asset Impairment Charges (Tables) link:presentationLink link:calculationLink link:definitionLink 2437421 - Disclosure - Restructuring and Asset Impairment Charges (Details) link:presentationLink link:calculationLink link:definitionLink 2138110 - Disclosure - Supplementary Financial Information Supplementary Financial Information link:presentationLink link:calculationLink link:definitionLink 2339307 - Disclosure - Supplementary Financial Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2440422 - Disclosure - Supplementary Financial Information, Other Current Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2441423 - Disclosure - Supplementary Financial Information, Other Current Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2442424 - Disclosure - Supplementary Financial Information, Other Long-Term Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2443425 - Disclosure - Supplementary Financial Information, Other Long-Term Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2444426 - Disclosure - Supplementary Financial Information, Deferred Contract Costs (Details) link:presentationLink link:calculationLink link:definitionLink 2145111 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 2346308 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 2447427 - Disclosure - Debt - Long-term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2448428 - Disclosure - Debt - Credit Facility, Senior Notes, and Loan Repricing (Details) link:presentationLink link:calculationLink link:definitionLink 2449429 - Disclosure - Debt - Interest Income/Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2150112 - Disclosure - Financial Instruments link:presentationLink link:calculationLink link:definitionLink 2351309 - Disclosure - Financial Instruments (Tables) link:presentationLink link:calculationLink link:definitionLink 2452430 - Disclosure - Financial Instruments - Foreign Exchange Risk Management (Details) link:presentationLink link:calculationLink link:definitionLink 2153113 - Disclosure - Fair Value of Financial Assets and Liabilities link:presentationLink link:calculationLink link:definitionLink 2354310 - Disclosure - Fair Value of Financial Assets and Liabilities (Tables) link:presentationLink link:calculationLink link:definitionLink 2455431 - Disclosure - Fair Value of Financial Assets and Liabilities - Recurring (Details) link:presentationLink link:calculationLink link:definitionLink 2456432 - Disclosure - Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) link:presentationLink link:calculationLink link:definitionLink 2157114 - Disclosure - Employee Benefit Plans link:presentationLink link:calculationLink link:definitionLink 2458433 - Disclosure - Employee Benefit Plans - Defined Benefit Plans (Details) link:presentationLink link:calculationLink link:definitionLink 2459434 - Disclosure - Employee Benefit Plans - Defined Contribution Plans (Details) link:presentationLink link:calculationLink link:definitionLink 2160115 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2361311 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2462435 - Disclosure - Income Taxes - Domestic and Foreign (Details) link:presentationLink link:calculationLink link:definitionLink 2463436 - Disclosure - Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) link:presentationLink link:calculationLink link:definitionLink 2464437 - Disclosure - Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details) link:presentationLink link:calculationLink link:definitionLink 2465438 - Disclosure - Income Taxes - Unrecognized Tax Benefits Rollforward (Details) link:presentationLink link:calculationLink link:definitionLink 2466439 - Disclosure - Income Taxes - Deferred Tax Asset And Liability (Details) link:presentationLink link:calculationLink link:definitionLink 2167116 - Disclosure - Commitment and Contingencies link:presentationLink link:calculationLink link:definitionLink 2468440 - Disclosure - Contingencies and Litigation - Litigation Against the Company (Details) link:presentationLink link:calculationLink link:definitionLink 2169117 - Disclosure - Preferred Stock link:presentationLink link:calculationLink link:definitionLink 2470441 - Disclosure - Preferred Stock (Details) link:presentationLink link:calculationLink link:definitionLink 2171118 - Disclosure - Shareholders' Equity link:presentationLink link:calculationLink link:definitionLink 2372312 - Disclosure - Shareholders' Equity (Tables) link:presentationLink link:calculationLink link:definitionLink 2473442 - Disclosure - Shareholder's Equity - Stock (Details) link:presentationLink link:calculationLink link:definitionLink 2474443 - Disclosure - Shareholders' Equity - Total Stock-based Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2475444 - Disclosure - Shareholders' Equity - Share-based Compensation, Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2476445 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) link:presentationLink link:calculationLink link:definitionLink 2477446 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) link:presentationLink link:calculationLink link:definitionLink 2478447 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) link:presentationLink link:calculationLink link:definitionLink 2179119 - Disclosure - Other Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 2380313 - Disclosure - Other Comprehensive Income (Loss) (Tables) link:presentationLink link:calculationLink link:definitionLink 2481448 - Disclosure - Other Comprehensive Income (Loss) (Details) link:presentationLink link:calculationLink link:definitionLink 2482449 - Disclosure - Accumulated Other Comprehensive Loss (AOCL) (Details) link:presentationLink link:calculationLink link:definitionLink 2183120 - Disclosure - Earnings per Share link:presentationLink link:calculationLink link:definitionLink 2384314 - Disclosure - Earnings per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2485450 - Disclosure - Earnings per Share - Reconciliation (Details) link:presentationLink link:calculationLink link:definitionLink 2486451 - Disclosure - Earnings per Share - Anti-Dilutive Securities (Details) link:presentationLink link:calculationLink link:definitionLink 2187121 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 2388315 - Disclosure - Related Party Transactions (Tables) link:presentationLink link:calculationLink link:definitionLink 2489452 - Disclosure - Related Party Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 2190122 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 2391316 - Disclosure - Subsequent Events (Tables) link:presentationLink link:calculationLink link:definitionLink 2492453 - Disclosure - Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink 2193123 - Disclosure - Schedule II Valuation and Qualifying Accounts link:presentationLink link:calculationLink link:definitionLink 2494454 - Disclosure - Schedule II Valuation and Qualifying Accounts (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 cndt-20211231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 9 cndt-20211231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 10 cndt-20211231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Letter of Credit [Member] Letter of Credit [Member] Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Current State Tax Expense Current State and Local Tax Expense (Benefit) Leasehold Improvements [Member] Leasehold Improvements [Member] Land, Buildings, Equipment and Software, Net Land, Buildings, Equipment and Software, Net [Text Block] Land, Buildings, Equipment and Software, Net [Text Block] Shares of Series A convertible preferred stock and outstanding (in shares) Preferred Stock, Shares Outstanding Security Exchange Name Security Exchange Name Cancelled (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Payment of contingent consideration related to acquisition Payment for Contingent Consideration Liability, Financing Activities Operating Leases, Weighted average remaining lease term Operating Lease, Weighted Average Remaining Lease Term Foreign Currency Transactions and Re-measurement Foreign Currency Transactions and Translations Policy [Policy Text Block] capitalized cloud computing costs, additions capitalized cloud computing costs, additions capitalized cloud computing costs, additions Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Lease Cancellation and Other Costs [Member] Contract Termination [Member] Schedule of Vested and exercised stock based awards total intrinsic value and tax benefit realized Vested and exercised stock based awards total intrinsic value and tax benefit realized [Table Text Block] Vested and exercised stock based awards total intrinsic value and tax benefit realized [Table Text Block] includes restricted stock, performance shares and stock options. Increase (decrease) in cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Foreign exchange contracts - forwards Foreign Currency Contracts, Liability, Fair Value Disclosure AR Amounts (credited) charged to other income statement accounts SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense Subsequent Event Type [Domain] Subsequent Event Type [Domain] Amortization of acquired intangible assets Amortization of Intangible Assets Restructuring Program Activity Schedule of Restructuring Reserve by Type of Cost [Table Text Block] Additions related to prior years positions Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Total Securities (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Operating Leases, Weighted average discount rate (in percent) Operating Lease, Weighted Average Discount Rate, Percent Revenue Recognized Contract with Customer, Liability, Revenue Recognized Subsequent Events [Abstract] Subsequent Events [Abstract] Total Deferred Tax Assets, Net of Valuation Allowance Business Acquisition [Axis] Business Acquisition [Axis] Valuation Allowance [Line Items] Valuation Allowance [Line Items] Award Type [Domain] Equity Award [Domain] Award Type [Domain] Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] Local Phone Number Local Phone Number Schedule of Stock-based Compensation Expense, Tax Effect Stock-based Compensantion Expense, Tax Effect [Table Text Block] Stock-based Compensantion Expense, Tax Effect [Table Text Block] Fair Value, Measurements, Nonrecurring [Member] Fair Value, Nonrecurring [Member] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Goodwill and Other Intangible Assets Goodwill and Intangible Assets, Policy [Policy Text Block] Decrease in Unrecognized Tax Benefits is Reasonably Possible Decrease in Unrecognized Tax Benefits is Reasonably Possible Preferred stock aggregate fair value Preferred Stock, Value, Issued Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Retained Earnings [Member] Retained Earnings [Member] Deferred Tax Liabilities, Operating lease ROU assets Deferred Tax Liabilities, Leasing Arrangements Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Four Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Four Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Four Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Supplemental Financial Information [Abstract] Supplemental Financial Information [Abstract] Supplemental Financial Information [Abstract] Accounts receivable Increase (Decrease) in Accounts Receivable Land, Buildings and Equipment Depreciation Expense Land, Buildings and Equipment Depreciation Expense [Table Text Block] Land, Buildings and Equipment Depreciation Expense [Table Text Block] Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Instruments and Hedging Activities Disclosure [Abstract] Property, Plant, Equipment and Software [Line Items] Property, Plant and Equipment [Line Items] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Debt, Weighted Average Interest Rate Debt, Weighted Average Interest Rate Other Loans Payable Other Loans Payable Financing cash flow from finance leases Finance Lease, Principal Payments Amortization of Customer Contract Costs CY Plus 3 Amortization of Customer Contract Costs CY Plus 3 Amortization of Customer Contract Costs CY Plus 3 Amortization of Customer Contract Costs CY Plus 2 Amortization of Customer Contract Costs CY Plus 2 Amortization of Customer Contract Costs CY Plus 2 Amortization of Customer Contract Costs CY Plus 1 Amortization of Customer Contract Costs CY Plus 1 Amortization of Customer Contract Costs CY Plus 1 Operating Lease Payments Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract] amortization expense for cloud computing amortization expense for cloud computing amortization expense for cloud computing Basic Earnings (Loss) per Share (in dollars per share) Earnings Per Share, Basic Tax Valuation Allowances and Reserves, Period Increase (Decrease) SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) Revenue Revenue from Contract with Customer [Text Block] Sublease income Sublease Income Amortization of Customer Contract Costs CY Plus 5 Amortization of Customer Contract Costs CY Plus 5 Amortization of Customer Contract Costs CY Plus 5 Amortization of Customer Contract Costs CY Plus 4 Amortization of Customer Contract Costs CY Plus 4 Amortization of Customer Contract Costs CY Plus 4 Outstanding at January 1 (in shares) Outstanding at December 31 (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Additions to Internal Use and Product Software Additions to Internal Use and Product Software [Table Text Block] Additions to Internal Use and Product Software [Table Text Block] restructuring cash payments and other charges against the reserve Restructuring Cash Payments and Other Charged Against Reserve Restructuring Cash Payments and Other Charged Against Reserve Earnings Per Share, Diluted [Abstract] Earnings Per Share, Diluted [Abstract] Gain Contingencies [Line Items] Gain Contingencies [Line Items] Fair Value Measurement [Domain] Fair Value Measurement [Domain] capitalized product software capitalized product software capitalized product software Valuation and Qualifying Accounts SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] CARES Act deferred payroll tax liability CARES Act deferred payroll tax liability CARES Act deferred payroll tax liability Transportation Services Transportation Services [Member] Transportation Services Cumulative Effect, Period of Adoption, Adjustment Cumulative Effect, Period of Adoption, Adjustment [Member] Amortization of Customer Contract Costs CY Plus 6 and Beyond Amortization of Customer Contract Costs CY Plus 6 and Beyond Amortization of Customer Contract Costs CY Plus 6 and Beyond Total Deferred Tax Assets (Liabilities), Net Deferred Tax Liabilities, Net Capitalized Contract Cost, Net, Noncurrent Capitalized Contract Cost, Net, Noncurrent Curbside Management Solutions [Domain] Curbside Management Solutions [Domain] Curbside Management Solutions Changes in fair value of cash flow hedges gains (losses), pre-tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] Reclassification of currency translation adjustments on divestitures Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax Revenue and long-lived assets by geography Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Entity Voluntary Filers Entity Voluntary Filers AR Deductions and other, net of recoveries SEC Schedule, 12-09, Valuation Allowances and Reserves, Increase (Decrease) Adjustment Changes in estimates Restructuring Reserve, Accrual Adjustment Assets: Assets, Fair Value Disclosure [Abstract] Cash Flows from Investing Activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Goodwill impairment Goodwill impairment Goodwill, Impairment Loss Goodwill, Impairment Loss Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] Hosting Arrangement, Service Contract, Implementation Cost, Impairment Hosting Arrangement, Service Contract, Implementation Cost, Impairment Entity Small Business Entity Small Business Additions related to current year Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Pending Litigation [Member] Pending Litigation [Member] Schedule Of Interest Expense And Interest Income Schedule Of Interest Expense And Interest Income [Table Text Block] Tabular disclosure of the amounts of interest expense and income. Additional paid-in capital Additional Paid in Capital Liabilities and Equity Liabilities and Equity [Abstract] Unrecognized Tax Benefits that Would Impact Effective Tax Rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate capitalized cloud computing costs, accumulated amortization capitalized cloud computing costs, accumulated amortization capitalized cloud computing costs, accumulated amortization Hedging Relationship [Domain] Hedging Relationship [Domain] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] Entity Interactive Data Current Entity Interactive Data Current 2022 Finite-Lived Intangible Asset, Expected Amortization, Year Four Capitalized Contract Cost [Table] Capitalized Contract Cost [Table] Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Settlements with taxing authorities Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Income Taxes Receivable, Current Income Taxes Receivable, Current Transfers and Servicing of Financial Assets, Transfers of Financial Assets, Sales Transfers and Servicing of Financial Assets, Transfers of Financial Assets, Sales, Policy [Policy Text Block] Internal Use and Product Software, Useful Lives Minimum Internal Use and Product Software, Useful Lives Minimum Internal Use and Product Software, Useful lives Minimum Unrecognized Tax Benefits Balance, Beginning Balance, Ending Unrecognized Tax Benefits Subtotal Deferred Tax Assets, Gross Entity Common Stock, Shares Outstanding (in shares) Entity Common Stock, Shares Outstanding Entity Address, State or Province Entity Address, State or Province Leases Lessee, Finance Leases [Text Block] Balance at beginning of period Balance at end of period Restructuring Reserve Loss Contingency, Damages Sought, Value Loss Contingency, Damages Sought, Value Liabilities held for sale Liabilities held-for-sale, not part of disposal group current Liabilities held-for-sale, not part of disposal group current Restructuring Plan [Domain] Restructuring Plan [Domain] Capitalized Contract Cost [Line Items] Capitalized Contract Cost [Line Items] Human Resource and Learning Services Human resource and learning services [Member] Human Resource Services [Member]comprises human resource and workers' compensation Post employment benefit plan contributions by employer defined contributions plan contributions defined contributions plan contributions Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Accounting Policies [Abstract] Accounting Policies [Abstract] Derivative Instrument [Axis] Derivative Instrument [Axis] Divestitures Effective Income Tax Rate Reconciliation, Disposition of Asset, Percent Retirement Plan Sponsor Location [Axis] Retirement Plan Sponsor Location [Axis] Current Federal Tax (Benefit) Expense Current Federal Tax Expense (Benefit) Present value of lease liabilities Present value of lease liabilities Operating Lease, Liability Document Transition Report Document Transition Report Net income (loss) from continuing operations attributable to Conduent Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent Common stock Common Stock, Value, Issued Finance Leases, Weighted average discount rate (in percent) Finance Lease, Weighted Average Discount Rate, Percent Outstanding at January 1 (in dollars per share) Outstanding at December 31 (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Leases Lessee, Operating Leases [Text Block] Proceeds from Divestiture of Businesses, Net of Cash Divested Proceeds from Divestiture of Businesses, Net of Cash Divested Schedule of Estimated Fair Values of Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis Fair Value, by Balance Sheet Grouping [Table Text Block] Amortization of right of use assets Finance Lease, Right-of-Use Asset, Amortization ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Deferred Foreign Income Tax Expense (Benefit) Deferred Foreign Income Tax Expense (Benefit) Legal Entity [Axis] Legal Entity [Axis] Stock options Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements Goodwill [Line Items] Goodwill [Line Items] Class of Stock [Axis] Class of Stock [Axis] Schedule of Basic And Diluted Earnings [Line Items] Schedule of Basic And Diluted Earnings [Line Items] Schedule of Basic And Diluted Earnings [Line Items] Summary of Income Tax Contingencies Summary of Income Tax Contingencies [Table Text Block] Prepaid Expense and Other Assets, Current Prepaid Expense and Other Assets, Current Thereafter Finance Lease, Liability, to be Paid, after Year Five Contract Fulfillment Cost Contract Fulfillment Cost [Member] Contract Fulfillment Cost Revenue from Related Parties Revenue from Related Parties Series A convertible preferred stock Temporary Equity, Carrying Amount, Attributable to Parent unrecognized tax benefits, other uncertain tax positions offsetting benefits from other jurisdictions unrecognized tax benefits, other uncertain tax positions offsetting benefits from other jurisdictions unrecognized tax benefits, other uncertain tax positions offsetting benefits from other jurisdictions Entity [Domain] Entity [Domain] Revenue Revenue from Contract with Customer, Excluding Assessed Tax Capitalized Computer Software, Additions Capitalized Computer Software, Additions Accounts Receivables, Net Loans, Notes, Trade and Other Receivables Disclosure [Text Block] Reclassification of divested benefit plans and other Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, after Tax Equity [Abstract] Equity [Abstract] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Net Operating Loss Carryforwards, Expire Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Finance Leases, Weighted average remaining lease term Finance Lease, Weighted Average Remaining Lease Term Segment Reporting Segment Reporting Disclosure [Text Block] Schedule of Property, Plant, Equipment and Software [Table] Property, Plant and Equipment [Table] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Document Fiscal Year Focus Document Fiscal Year Focus Assets held for sale Assets Held-for-sale, Not Part of Disposal Group Property, Plant and Equipment [Abstract] Additional Paid-in Capital [Member] Additional Paid-in Capital [Member] Long-term debt Long-Term Debt, Excluding Current Maturities And Capital Lease Obligations Long-Term Debt, Excluding Current Maturities And Capital Lease Obligations Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Proceeds from revolving credit facility Proceeds from Lines of Credit Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years) Share Based Compensation, Awards, Nonvested, Unrecognized Compensation Costs, Remaining Weighted Average Term Share Based Compensation, Awards, Nonvested, Unrecognized Compensation Costs, Remaining Weighted Average Vesting Period (years). Long-term debt Long-term Debt, Fair Value Indian Rupee U S Dollar Member Indian Rupee U S Dollar Member Currency (buy/sell) Other current and long-term liabilities Increase (Decrease) in Other Operating Liabilities Facility Closing [Member] Facility Closing [Member] Maximum [Member] Maximum [Member] Guarantor Obligations by Nature [Axis] Guarantor Obligations, Nature [Axis] Tax Benefit - RSU and PS awards Employee Service Share-based Compensation, Tax Benefit from vested awards Employee Service Share-based Compensation, Tax Benefit from vested awards. Award Type [Axis] Award Type [Axis] Cash Flows from Financing Activities: Net Cash Provided by (Used in) Financing Activities [Abstract] Lessee, Operating Lease, Liability, Maturity Lessee, Operating Lease, Liability, Maturity [Table Text Block] Beginning Balance Ending Balance Stockholders' Equity Attributable to Parent Nature of Uncertainty [Axis] Nature of Uncertainty [Axis] Product software Capitalized Software Development Costs for Software Sold to Customers City Area Code City Area Code Accounts payable and accrued compensation and benefits costs Increase (Decrease) in Accounts Payable and Accrued Liabilities Designated as Hedging Instrument [Member] Designated as Hedging Instrument [Member] Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Contract inducement amortization Contract Inducement Amortization Contract inducement amortization Other Assets, Miscellaneous, Noncurrent Other Assets, Miscellaneous, Noncurrent Property, Plant and Equipment, Useful Life Property, Plant and Equipment, Useful Life Operating reserves, accruals and deferrals Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other Unrecognized tax benefits effective income tax rate reconciliation, unrecognized tax benefit effective income tax rate reconciliation, unrecognized tax benefit Land Land Operating lease liabilities Operating lease liabilities Operating Lease, Liability, Noncurrent Total undiscounted lease payments Finance Lease, Liability, Payment, Due Income tax benefit recognized in earnings Share-based Payment Arrangement, Expense, Tax Benefit Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Restricted Stock Units (RSUs) [Member] Restricted Stock Units (RSUs) [Member] Present value of lease liabilities Present value of lease liabilities Finance Lease, Liability Total Deferred Tax Liabilities, Gross Income Statement [Abstract] Income Statement [Abstract] Entity Registrant Name Entity Registrant Name 2024 Finance Lease, Liability, to be Paid, Year Three 2025 Finance Lease, Liability, to be Paid, Year Four Tax Valuation Allowances and Reserves, Deductions SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies [Text Block] Preferred stock, cash dividend (in dollars per share) Preferred Stock, Dividends, Per Share, Cash Paid Income tax expense (benefit) Total Provision (Benefit) Income Tax Expense (Benefit) Depreciation Deferred Tax liability depreciation Deferred Tax liability depreciation Long-term Debt from Continuing Operations, Gross Long-term Debt from Continuing Operations, Gross Long-term Debt from Continuing Operations, Gross Accounts receivable, net Accounts receivable, net Accounts Receivable, after Allowance for Credit Loss, Current Entity Tax Identification Number Entity Tax Identification Number Document Fiscal Period Focus Document Fiscal Period Focus Total current assets Assets, Current Accounts Receivable [Member] Accounts Receivable [Member] Total undiscounted lease payments Lessee, Operating Lease, Liability, to be Paid Cancelled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Product Software, net Product Software, net Product Software, net Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Transferred over Time Transferred over Time [Member] Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Foreign Exchange Contracts [Table] Foreign Exchange Contracts [Table] -- None. No documentation exists for this element. -- SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] Current portion of long-term debt Long-term Debt, Current Maturities Property, Plant, Equipment and Software by Type [Domain] Long-Lived Tangible Asset [Domain] Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Table] Fair Value, by Balance Sheet Grouping [Table] Restructuring Plan [Axis] Restructuring Plan [Axis] Unearned income Deferred Tax Liablilties, Unearned income and installment sales Deferred Tax Liablilties, Unearned income and installment sales Excess tax benefits Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent Equity Component [Domain] Equity Component [Domain] Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months 2022 Lessee, Operating Lease, Liability, to be Paid, Year One Commercial Vehicle Operations Commercial Vehicles [Member] Commercial Vehicle Operations is part of Public Sector Segment Disposal Group Name [Domain] Disposal Group Name [Domain] Debt Issuance Costs, Gross Debt Issuance Costs, Gross Litigation Case [Axis] Litigation Case [Axis] Land, buildings and equipment, net Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization Unrecognized gains (losses), net Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Five Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Five Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Five Revenue, Remaining Performance Obligation, Amount Revenue, Remaining Performance Obligation, Amount Restructuring and related costs Restructuring and Related Cost, Incurred Cost Change in valuation allowance for deferred tax assets Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Gross Carrying Amount Intangible Assets, Gross (Excluding Goodwill) 2025 Lessee, Operating Lease, Liability, to be Paid, Year Four Current portion of long-term debt Finance Lease, Liability, Current Loss Before Income Taxes Loss Before Income Taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Significant Other Observable Inputs (Level 2) [Member] Fair Value, Inputs, Level 2 [Member] Other [Member] Other Capitalized Property Plant and Equipment [Member] Unearned Income, Non-Current Long-term Unearned Income Contract with Customer, Liability, Noncurrent Auditor Location Auditor Location Type of Restructuring [Domain] Type of Restructuring [Domain] Segment Reporting [Abstract] Segment Reporting [Abstract] Weighted Average Amortization Useful Life Finite-Lived Intangible Asset, Useful Life Deferred compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits Auditor Information [Abstract] Auditor Information Interest on lease liabilities Finance Lease, Interest Expense Use of Estimates Use of Estimates, Policy [Policy Text Block] Basic and Diluted Earnings per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Title of 12(b) Security Title of 12(b) Security Term Loan A due 2026 Term Loan A due 2026 [Member] Term Loan A due 2026 Common Stock, Shares Authorized (in shares) Common Stock, Shares Authorized Audit and other tax adjustments Effective Income Tax Rate Reconciliation, Tax Settlement, Percent Title of Individual [Axis] Title of Individual [Axis] Document Type Document Type Product and Service [Domain] Product and Service [Domain] Debt Instrument, Interest Rate, Stated Percentage Debt Instrument, Interest Rate, Stated Percentage Weighted Average Life, Services Revenue, Deferred Set-up Costs Weighted Average Life, Services Revenue, Deferred Set-up Costs Weighted-average Life, Services Revenue, Deferred Set-up Costs -the weighted-average amortization period for set-up, transition and incudement costs related to service contracts. Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Fair Value by Measurement Frequency [Axis] Measurement Frequency [Axis] Other Other Segments [Member] Lease, Cost Lease, Cost [Table Text Block] Geographical [Axis] Geographical [Axis] Hedging Relationship [Axis] Hedging Relationship [Axis] Subsequent Events Subsequent Events [Text Block] Corporate Segment Corporate Segment [Member] Net cash provided by (used in) financing activities Net Cash Provided by (Used in) Financing Activities Fair Value of Financial Assets and Liabilities Fair Value Disclosures [Text Block] Finance Lease, Liability, Maturity Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] Restructuring provision Restructuring Charges LesseeOperatingLeaseNotYetCommencedTermOfContract LesseeOperatingLeaseNotYetCommencedTermOfContract LesseeOperatingLeaseNotYetCommencedTermOfContract 2021 Finite-Lived Intangible Asset, Expected Amortization, Year Three Capitalized Computer Software, Accumulated Amortization Capitalized Computer Software, Accumulated Amortization Estimated Litigation Liability, Current Estimated Litigation Liability, Current Surety Bond [Member] Surety Bond [Member] Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax Document Period End Date Document Period End Date Reclassification of currency translation adjustments on divestitures, Before Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax Cloud computing implementation costs, net capitalized cloud computing cost, non-current capitalized cloud computing cost, non-current capitalized cloud computing costs capitalized cloud computing costs [Table Text Block] capitalized cloud computing costs State taxes, net of federal benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Deferred State Income Tax Expense Deferred State and Local Income Tax Expense (Benefit) Land, buildings and equipment, net Property, Plant and Equipment [Table Text Block] Cloud computing implementation costs, at cost capitalized cloud computing costs, gross capitalized cloud computing costs, gross Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain] Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain] Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months Land, buildings and equipment, net Property, Plant and Equipment, Net Dividend - preferred stock, $80/per share Dividends, Preferred Stock, Cash Payments on debt Repayments of Long-term Debt Earnings Per Share [Abstract] Earnings Per Share [Abstract] Capitalized software development costs for software sold to customers, gross [Line Items] Capitalized software development costs for software sold to customers, gross Capitalized software development costs for software sold to customers, gross Property, Plant and Equipment, Gross, Total Property, Plant and Equipment, Gross Adjusted Net Income Available to Common Shareholders Adjusted Net Income Available to Common Shareholders, Common Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period) and discontinued operations. Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Allowance for Doubtful Accounts Receivable Accounts Receivable, Allowance for Credit Loss Revenues Revenues Revenue, Remaining Performance Obligation, Percentage Revenue, Remaining Performance Obligation, Percentage Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Foreign exchange contract [Member] Foreign Exchange Contract [Member] Operating Costs and Expenses Costs and Expenses [Abstract] Europe Europe [Member] Entity Current Reporting Status Entity Current Reporting Status Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Fair value of plan assets Defined Benefit Plan, Plan Assets, Amount Effective Income Tax Rate Effective Income Tax Rate Reconciliation, Percent Preferred stock converted into common shares (in shares) Convertible Preferred Stock, Shares Issued upon Conversion Total Net Current Period Charges Restructuring, Net Current Period Charges Restructuring, Net Current Period Charges Amortization of debt financing costs Amortization of Debt Issuance Costs Contract assets Contract with Customer, Asset, after Allowance for Credit Loss, Current Tax Credit Carryforward, Name [Domain] Tax Credit Carryforward, Name [Domain] United States UNITED STATES Change in AOCI before reclassification Change in AOCI before reclassification Change in AOCI before reclassification Common Stock, Capital Shares Reserved for Future Issuance (in shares) Common Stock, Capital Shares Reserved for Future Issuance Valuation Allowance by Deferred Tax Asset [Axis] Valuation Allowance by Deferred Tax Asset [Axis] Leases [Abstract] Leases [Abstract] Income Tax Income Tax, Policy [Policy Text Block] Loss on divestitures and sales of fixed assets, net Gain Loss on divestitures and sales of assets Gain Loss on divestitures and sales of assets Disposal Group Classification [Domain] Disposal Group Classification [Domain] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Revenue from Contract with Customer Revenue from Contract with Customer [Policy Text Block] Domestic loss Income (Loss) from Continuing Operations before Income Taxes, Domestic 2016 credit facility 2016 credit facility [Member] 2016 credit facility Segment profit (loss) Segment Profit Loss Amount of profit or loss recognized by the reportable segment. Income Taxes Income Tax Disclosure [Text Block] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Transferred at Point in Time Transferred at Point in Time [Member] Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Class of Stock [Line Items] Class of Stock [Line Items] Euro US Dollar Euro US Dollar [Member] Euro US Dollar Credit Facility [Axis] Credit Facility [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Entity Address, Address Line One Entity Address, Address Line One Restructuring Reserve, Noncurrent Restructuring Reserve, Noncurrent Entity Address, Address Line Two Entity Address, Address Line Two Interest paid on short-term and long-term debt Interest Paid, Including Capitalized Interest, Operating and Investing Activities Retirement Plan Sponsor Location [Domain] Retirement Plan Sponsor Location [Domain] Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Cash Flows from Operating Activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Average Maturity of Foreign Exchange Hedging Contracts - within Three Months Average Maturity of Foreign Exchange Hedging Contracts - within Three Months Average Maturity of Foreign Exchange Hedging Contracts - within Three Months. Outstanding average forward exchange and purchase option contracts that mature within three months. Long-term debt from continuing operations, maturities, repayments of principal debt in next twelve months Long-term debt from continuing operations, maturities, repayments of principal debt in next twelve months Long-term debt from continuing operations, maturities, repayments of principal debt in next twelve months Basis of Consolidation Consolidation, Policy [Policy Text Block] Entity Shell Company Entity Shell Company Total current liabilities Liabilities, Current Taxes paid for settlement of stock-based compensation Payment, Tax Withholding, Share-based Payment Arrangement Government Healthcare Government Healthcare Solutions [Member] Government Services and Health [Member]-includes Federal, State and Local Government and Payment Services Litigation Status [Domain] Litigation Status [Domain] Customer Care Contracts Customer Care Contracts [Member] Customer Care Contracts Foreign exchange contracts - forwards [Member] Foreign Exchange Forward [Member] Loss Contingencies [Table] Loss Contingencies [Table] Current Fiscal Year End Date Current Fiscal Year End Date Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Amortization of Intangible Assets Amortization expense of intangible assets and product patents Amortization expense of intangible assets and product patents - includes amortization of intangible assets and patents which is included in cost of sales. This custom concept relates to year 2011. We will only use this concept for reporting the 12.31.2013 annual report which includes three years. Starting with year-end 2014 we will use the standard GAAP concept which is the same concept used in the income statement. Statement [Table] Statement [Table] New Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Other Deferred Tax Assets, Other Unrecognized Compensation Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Schedule of Amounts Recognized in Other Comprehensive Income (Loss) Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] Debt Instrument, Description of Variable Rate Basis Debt Instrument, Description of Variable Rate Basis Loss Contingency, New Claims Filed, Number Loss Contingency, New Claims Filed, Number Range [Axis] Statistical Measurement [Axis] Subsequent Event Subsequent Event [Member] Long-term debt Finance Lease, Liability, Noncurrent Net Amount Finite-Lived Intangible Assets, Net Goodwill Beginning Balance, Goodwill Ending Balance, Goodwill Goodwill Foreign rate differential adjusted for U.S. taxation of foreign profits Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Schedule of Goodwill Schedule of Goodwill [Table Text Block] Adjustments required to reconcile net loss to cash flows from operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Base rent Operating Lease, Cost Related Party Transactions Disclosure [Text Block] Related Party Transactions Disclosure [Text Block] Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] Deferred income taxes Deferred Income Tax Expense (Benefit) cloud computing costs, net cloud computing costs, net cloud computing costs, net U.S. federal statutory income tax rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Fair Value, Measurements, Fair Value Hierarchy [Domain] Fair Value Hierarchy and NAV [Domain] Net Loss Net Loss Net Income (Loss) Attributable to Parent Receivable Sales Receivable [Policy Text Block] Operating lease right-of-use assets Operating Lease, Right-of-Use Asset Schedule of a Summary of Foreign Exchange Contracts Gross Notional Values Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] Net operating losses and capital loss carryforward Deferred Tax Assets, Operating Loss Carryforwards Internal Use and Product Software, Useful Lives Maximum Internal Use and Product Software, Useful Lives Maximum Internal Use and Product Software, Useful Lives Maximum Accrued compensation and benefits costs Employee-related Liabilities, Current Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Range [Domain] Statistical Measurement [Domain] Schedule of Maturities of Long-term Debt Schedule of Maturities of Long-term Debt [Table Text Block] Tax-exempt income, credits and incentives Effective Income Tax Rate Reconciliation, Tax Exempt Income, Percent Leasehold Improvements, Gross Leasehold Improvements, Gross Term Loan A due 2022 [Member] Term Loan A due 2022 [Member] Term Loan A due 2022 LesseeOperatingLeaseNotYetCommencedLiability LesseeOperatingLeaseNotYetCommencedLiability LesseeOperatingLeaseNotYetCommencedLiability Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code cloud computing policy cloud computing policy [Policy Text Block] cloud computing policy Proceeds from sale of land, buildings and equipment Proceeds from Sale of Property, Plant, and Equipment Revenue from Contract with Customer [Abstract] Revenue from Contract with Customer [Abstract] Restructuring Type [Axis] Restructuring Type [Axis] Value Added Tax Receivable, Current Value Added Tax Receivable, Current Other long-term assets Other long-term assets Other Assets, Noncurrent Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract] Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract] Segments [Axis] Segments [Axis] Retirement Benefits [Abstract] Deferred Costs, Noncurrent Deferred Costs, Noncurrent Entity File Number Entity File Number Total Allocated Corporate Expenses Related Party Transaction, Expenses from Transactions with Related Party Divestiture Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] Share-based Compensation Arrangement by Share-based Payment Award - Maximum over-achievement Share-based Compensation Arrangement by Share-based Payment Award - Maximum over-achievement Share-based Compensation Arrangement by Share-based Payment Award - Maximum over-achievement - amount by which original grant may not be exceeded. Organization, Consolidation and Presentation of Financial Statements [Abstract] Litigation costs, net Litigation Settlement, Expense Strategic transformation costs Strategic transformation costs Strategic transformation costs Total Long-term Debt Long-term Debt and Lease Obligation Variable lease cost Variable Lease, Cost Net actuarial/prior service (losses) gains, net of tax Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax Building and building equipment [Member] Building [Member] Granted (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Line of Credit Facility, Commitment Fee Percentage Line of Credit Facility, Commitment Fee Percentage Relationship to Entity [Domain] Title of Individual [Domain] Disposal Group Name [Axis] Disposal Group Name [Axis] Credit Facility [Domain] Credit Facility [Domain] Assets Assets [Abstract] Related Party Transactions [Abstract] Goodwill, Impaired, Accumulated Impairment Loss Goodwill, Impaired, Accumulated Impairment Loss Land [Member] Land [Member] Restricted Cash [Abstract] Restricted Cash [Abstract] Finance leases Right-of-Use Asset Obtained in Exchange for Finance Lease Liability deferred tax assets, deferred tax expense, credits deferred tax assets, deferred tax expense, credits deferred tax assets, deferred tax expense, credits Financial Instruments Derivative Instruments and Hedging Activities Disclosure [Text Block] Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Supplemental Financial Information Table Supplemental financial information table [Table Text Block] [Table Text Block] for Supplemental financial information table Goodwill and Intangible Assets, Net Goodwill and Intangible Assets Disclosure [Text Block] Land, Buildings and Equipment and Equipment on Operating Leases Property, Plant and Equipment, Policy [Policy Text Block] Stock option and incentive plans, net Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Timing of Transfer of Good or Service [Axis] Timing of Transfer of Good or Service [Axis] Commercial Healthcare [Domain] Commercial healthcare solutions [Domain] Commercial healthcare solutions Debt Instrument [Axis] Debt Instrument [Axis] Valuation Allowance [Table] Valuation Allowance [Table] Contingencies and Litigation Commitments and Contingencies Disclosure [Text Block] Education Education [Member] Education Other Sundry Liabilities, Current Other Sundry Liabilities, Current Operating leases Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Other Comprehensive (Loss) Income, before Tax Other Comprehensive Income (Loss), before Tax Loss on divestitures and transaction costs Loss on divestitures and sales of fixed assets, net Gain (Loss) on Disposition of Business Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 2024 Lessee, Operating Lease, Liability, to be Paid, Year Three SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] Disaggregation of Revenue by Major Service Line Disaggregation of Revenue [Table Text Block] Awards Other Than Options, Number of Shares [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Transaction Processing Business Operations Solutions [Member] Includes offerings such as finance and accounting, transaction processing, and payment integrity services. capitalized cloud computing costs, useful lives, maximum capitalized cloud computing costs, useful lives, maximum capitalized cloud computing costs, useful lives, maximum Deferred Tax Assets, Tax Credit Carryforwards Deferred Tax Assets, Tax Credit Carryforwards Operating cash flows from operating leases Operating Lease, Payments Preferred stock, dividend rate, percentage Preferred Stock, Dividend Rate, Percentage Consideration transferred for acquisition Business Combination, Consideration Transferred Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax, Portion Attributable to Parent Principal debt Letter of credit sub-facility Long-term Debt, Gross Goodwill [Roll Forward] Goodwill [Roll Forward] Convertible Preferred Stock, Terms of Conversion Preferred Stock, Convertible, Terms Land, buildings and equipment, net Finance Lease, Right-of-Use Asset, after Accumulated Amortization Total Assets, Fair Value Disclosure Transit Transit solutions [Member] Transit solutions Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Total conversion of preferred stock shares into common stock, initial conversion price per share (in dollars per share) Preferred Stock Initial Conversion Price per Share Preferred Stock Initial Conversion Price per Share Total Liabilities and Equity Liabilities and Equity Other Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Other Accrued Liabilities, Current Other Accrued Liabilities, Current Summary of Foreign Exchange Hedging Positions [Abstract] Foreign Currency Derivatives [Abstract] Commercial Industries Commercial Industries segment Commercial Industries segment [Member] Commercial Industries segment [Member] Unrecognized gains (losses), net Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax Current Unearned Income Contract with Customer, Liability, Current 2026 Lessee, Operating Lease, Liability, to be Paid, Year Five Foreign exchange contracts - forwards Foreign Currency Contract, Asset, Fair Value Disclosure Restructuring reserve [Roll Forward] Restructuring Reserve [Roll Forward] Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC [Member] Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC [Member] Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC Earnings per Share Earnings Per Share [Text Block] Timing of Transfer of Good or Service [Domain] Timing of Transfer of Good or Service [Domain] Non-US Foreign Plan [Member] Other areas Geographical, other countries [Member] Geographical, other countries [Member] Minimum [Member] Minimum [Member] 2023 Lessee, Operating Lease, Liability, to be Paid, Year Two Effect of exchange rate changes on cash, cash equivalents and restricted cash Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Schedule of Revenues from External Customers and Long-Lived Assets [Table] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Total Financial and Nonfinancial Liabilities, Fair Value Disclosure Selling, general and administrative (excluding depreciation and amortization) Selling, General and Administrative Expense Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Preferred Stock, Shares Authorized (in shares) Preferred Stock, Shares Authorized Gain Contingency, Unrecorded Amount Gain Contingency, Unrecorded Amount Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Three Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Three Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Three Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Net current period restructuring charges, continuing operations Net current period restructuring charges, continuing operations Net current period restructuring charges, continuing operations Cost of additions to internal use software Payments to Develop Software Payments to Acquire Businesses, Net of Cash Acquired Payments to Acquire Businesses, Net of Cash Acquired Accumulated Foreign Currency Adjustment Attributable to Parent [Member] Accumulated Foreign Currency Adjustment Attributable to Parent [Member] Debt Debt Disclosure [Text Block] Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Deferred Compensation, Share-based Payments [Member] Deferred Compensation, Share-based Payments [Member] Lessee, Leases Lessee, Leases [Policy Text Block] Capitalized Contract Cost [Domain] Capitalized Contract Cost [Domain] Schedule of Aggregate intrinsic value restricted stock and performance shares compensation awards Aggregate intrinsic value restricted stock and performance shares compensation awards [Table Text Block] Aggregate intrinsic value restricted stock and performance shares compensation awards [Table Text Block] - outstanding awards aggregate intrisic value. Health Solutions Plus Health Solutions Plus [Member] Health Solutions Plus [Member] Letters of Credit Outstanding, Amount Letters of Credit Outstanding, Amount Accrued dividends on preferred stock Preferred Stock Dividends and Other Adjustments Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Senior Notes Senior Notes due 2029 [Member] Senior Notes due 2029 Performance Shares [Member] Performance Shares [Member] Loss on Contract Termination Loss on Contract Termination Contingencies (See Note 16) Commitments and Contingencies Subsequent Event [Table] Subsequent Event [Table] Other contingencies letter of credits [Member] Contractual and Corporate Obligations Guarantee [Member] Performance guarantees under certain services contracts, support for certain insurance programs, and support for obligations related to the Brazil tax and labor contingencies, all of which require the guarantor to make payments to a guaranteed party when certain criteria are met. Accumulated other comprehensive loss Balance at beginning of period Balance at end of period Accumulated Other Comprehensive Income (Loss), Net of Tax Entity Emerging Growth Company Entity Emerging Growth Company Accrued Income Taxes, Noncurrent Accrued Income Taxes, Noncurrent Debt issuance costs Payments of Debt Issuance Costs Receivables [Abstract] Receivables [Abstract] Impairments Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent Disposal Group Classification [Axis] Disposal Group Classification [Axis] Auditor Name Auditor Name Cover [Abstract] Carryforward Indefinitely [Member] Carryforward Indefinitely [Member] Carryforward Indefinitely [Member] Revenues from External Customers and Long-Lived Assets [Line Items] Revenues from External Customers and Long-Lived Assets [Line Items] Total Operating Costs and Expenses Costs and Expenses Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Divestiture revenue Divestiture revenue Divestiture revenue Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Less imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Contract Assets (Unearned Income) Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] Financial Instrument [Axis] Financial Instrument [Axis] Inducement Payments Inducement Payments [Member] Inducement Payments Net change in income tax assets and liabilities Increase (Decrease) in Income Taxes Payable, Net of Income Taxes Receivable Capital Lease Obligations [Member] Capital Lease Obligations [Member] Less imputed interest Finance Lease, Liability, Undiscounted Excess Amount Officers and Select Executives [Member] Officers and Select Executives [Member] Officers and Select Executives [Member] Reconciling items: Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] Carrying Amount [Member] Reported Value Measurement [Member] 2026 Finance Lease, Liability, to be Paid, Year Five Common Stock [Member] Common Stock [Member] Foreign income Income (Loss) from Continuing Operations before Income Taxes, Foreign Other current liabilities Operating Lease, Liability, Current 2020 Finite-Lived Intangible Asset, Expected Amortization, Year Two Stock-based compensation Share-based Payment Arrangement, Noncash Expense Restructuring and Asset Impairment Charges Restructuring and Related Activities Disclosure [Text Block] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Depreciation Depreciation Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Asset Impairment Charges Asset Impairment Charges Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Incentive compensation [Member] Incentive compensation [Member] Incentive compensation [Member] Derivative, Notional Amount Derivative, Notional Amount Cost of additions to land, buildings and equipment Payments to Acquire Property, Plant, and Equipment Other current liabilities Other current liabilities Other Liabilities, Current Fair Value Asset (Liability) Derivative, Fair Value, Net Photo and Parking Public Safety Solutions [Member] Public Safety Solutions Senior Notes due 2024 [Member] Senior Notes due 2024 [Member] Senior Notes due 2024 Total Liabilities Liabilities Premium on debt redemption Payment for Debt Extinguishment or Debt Prepayment Cost 2019 Finite-Lived Intangible Asset, Expected Amortization, Year One Operating loss carryforwards Operating Loss Carryforwards Convertible Preferred Stock, Shares Reserved for Future Issuance Convertible Preferred Stock, Shares Reserved for Future Issuance Preferred stock, XRX separation shares issued (in shares) Preferred Stock, Shares Issued Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax Entity Address, City or Town Entity Address, City or Town Loss on extinguishment of debt Gain (Loss) on Extinguishment of Debt Gain (Loss) on Extinguishment of Debt Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Comprehensive Income (Loss) Note Comprehensive Income (Loss) Note [Text Block] Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months Outstanding average forward exchange and purchase option contracts that mature within six months. Fair Value, Measurement Frequency [Domain] Measurement Frequency [Domain] Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member] Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member] Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member] Interest expense Interest Expense Interest Expense 2022 Finance Lease, Liability, to be Paid, Year One Interest Income Interest Income Interest Income - includes finance income, as well as other interest income that is included in Other expense, net. Discontinued Operations and Disposal Groups [Abstract] Discontinued Operations and Disposal Groups [Abstract] Capitalized Contract Cost, Amortization Capitalized Contract Cost, Amortization Retained earnings (deficit) Retained Earnings (Accumulated Deficit) Litigation Case [Domain] Litigation Case [Domain] Accrual for Taxes Other than Income Taxes, Current Accrual for Taxes Other than Income Taxes, Current AR Additions charged to bad debt provision Bad debt provision Amount of the current period expense charged against operations, the offset which is generally to the allowance for doubtful accounts for the purpose of reducing receivables, including notes receivable, to an amount that approximates their net realizable value (the amount expected to be collected). Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Entity Filer Category Entity Filer Category (Gain) loss from investments Gain (Loss) on Investments Total Finance Lease Costs Finance Lease, Cost Finance Lease, Cost Schedule of Basic And Diluted Earnings [Table] Schedule of Basic And Diluted Earnings [Table] Schedule of Basic And Diluted Earnings [Table] Data Center Consolidation [Member] Data Center Consolidation [Member] Data Center Consolidation [Member] Fair Value [Member] Estimate of Fair Value Measurement [Member] Payments on revolving credit facility Repayments of Lines of Credit Repayments of Lines of Credit Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements Assets Held-for-Sale Assets Held-for-Sale [Policy Text Block] Assets Held-for-Sale Cash Received Proceeds from Stock Options Exercised Capitalized Computer Software, Net Capitalized Computer Software, Net Capitalized Computer Software, Net Term Loan B due 2023 [Member] Term Loan B due 2023 [Member] Term Loan B due 2023 2023 Finance Lease, Liability, to be Paid, Year Two Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Total Equity Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Amendment Flag Amendment Flag Proceeds from the issuance of debt, net Proceeds from Issuance of Long-term Debt Equity Components [Axis] Equity Components [Axis] Equity Components [Axis] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Antidilutive Securities Excluded from Computation of Earnings Per Share, by Antidilutive Securities [Axis] Antidilutive Securities [Axis] Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] Long-term Contract Asset Contract with Customer, Asset, after Allowance for Credit Loss, Noncurrent Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Operating segment revenues and profitability Schedule of Segment Reporting Information, by Segment [Table Text Block] Deferred Federal Income Tax Expense Deferred Federal Income Tax Expense (Benefit) Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Currency translation adjustments, net Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax Thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Currency Translation Adjustments, Before Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax Valuation Allowance, Deferred Tax Asset, Change in Amount Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Schedule of Related Party Transactions [Table Text Block] Schedule of Related Party Transactions [Table Text Block] Product and Service [Axis] Product and Service [Axis] Preferred Stock, Par or Stated Value Per Share (in dollars per share) Preferred Stock, Par or Stated Value Per Share Entity Public Float Entity Public Float Documents Incorporated by Reference [Text Block] Documents Incorporated by Reference [Text Block] Principal Debt Balance Long-term Debt, Parent [Member] Long-term Debt, Parent [Member] Short-term lease costs Short-term Lease, Cost Guarantor Obligations, Nature [Domain] Guarantor Obligations, Nature [Domain] Capitalized Costs, Internal Use and Product Software Capitalized Costs, Internal Use and Product Software [Table Text Block] Capitalized Costs, Internal Use and Product Software [Table Text Block] Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain Additional Pre-tax loss on disposal and adjustment to final sales price Additional Pre-tax loss on disposal and adjustment to final sales price Additional Pre-tax loss on disposal and adjustment to final sales price Aggregate intrinsic value of outstanding non option awards Share-based compensation arrangement by share based payment award equity instrument other than options, nonvested intrinsic value Share-based compensation arrangement by share based payment award equity instrument other than options, nonvested intrinsic value - the intrinsic value of equity-based compensation award not vested. Excludes stock and unit options. Statement [Line Items] Statement [Line Items] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] End-User Customer Experience Customer Experience Management [Member] Comprises customer experience and omni-channel Shareholder's Equity [Abstract] Shareholder's Equity [Abstract] Shareholder's Equity [Abstract] Software - Internal Use and Product Internal Use Software, Policy [Policy Text Block] Maximum contingent consideration payment Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High 2016 Credit Facility revolver 2016 Credit Facility revolver [Member] 2016 Credit Facility revolver Debt Disclosure [Abstract] Debt Disclosure [Abstract] Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] Property, Plant, Equipment and Software by Type [Axis] Long-Lived Tangible Asset [Axis] Valuation allowance Deferred Tax Assets, Valuation Allowance Restricted Stock and Performance Shares [Member] Restricted stock and performance shares [Member] Restricted Stock and Performance Shares [Member] Restricted Stock and Performance Shares [Member] - Restricted Stock are shares that an entity has not yet issued because the agreed-upon consideration, such as employee services, has not yet been received. Performance Shares are shares or units awarded to employees for meeting certain performance targets. Government services Government services [Member] Government services [Member] Disposal Group, Including Discontinued Operation, Revenue Disposal Group, Including Discontinued Operation, Revenue Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Employee Benefit Plans Retirement Benefits [Text Block] Document Annual Report Document Annual Report Disposed of by Sale Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] Operating lease liabilities Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Deferred Rent Total Assets Assets Term Loan B due 2026 Term Loan B due 2026 [Member] Term Loan B due 2026 Geographical [Domain] Geographical [Domain] Research and development (excluding depreciation and amortization) Research and Development Expense Allowance for credit losses Provision for Other Losses Derivative Contract [Domain] Derivative Contract [Domain] Philippine Peso U.S. Dollar [Member] Philippine Peso U.S. Dollar [Member] Philippine Peso U.S. Dollar [Member] Undistributed Earnings of Foreign Subsidiaries Undistributed Earnings of Foreign Subsidiaries Schedule of Unrecognized Compensation Cost, Nonvested Awards Share-based Payment Arrangement, Nonvested Award, Cost [Table Text Block] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] Net Cash Provided by (Used in) Operating Activities, Total Net Cash Provided by (Used in) Operating Activities Preferred stock annual dividends Preferred stock annual dividends Preferred stock annual dividends Litigation Status [Axis] Litigation Status [Axis] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Table] Fair Value, Recurring and Nonrecurring [Table] Office furniture and equipment [Member] Furniture and Fixtures [Member] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Other Assets, Miscellaneous, Current Other Assets, Miscellaneous, Current Subsequent Event [Line Items] Subsequent Event [Line Items] Earnings Per Share, Basic [Abstract] Earnings Per Share, Basic [Abstract] Capitalized Contract Cost [Axis] Capitalized Contract Cost [Axis] Tax Credit Carryforward [Axis] Tax Credit Carryforward [Axis] Tolling Roadway Charging & Management Services [Member] Roadway Charging & Management Services Nondeductible expenses Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent Foreign Exchange Contracts [Line Items] Foreign Exchange Contracts [Line Items] -- None. No documentation exists for this element. -- Weighted-average common shares outstanding (in shares) Weighted-average common shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Basic Diluted Earnings (Loss) per Share (in dollars per share) Earnings Per Share, Diluted Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] Segment [Domain] Segments [Domain] Income taxes paid Income Taxes Paid, Net Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Intangible assets, net Intangible Assets, Net (Excluding Goodwill) Comprehensive Income (Loss), Net Comprehensive Income (Loss), Net of Tax, Attributable to Parent Employee Severance [Member] Employee Severance [Member] Restructuring Reserve, Current Restructuring Reserve, Current capitalized software development costs for software sold to customers, accumulated amortization capitalized software development costs for software sold to customers, accumulated amortization capitalized software development costs for software sold to customers, accumulated amortization Other Comprehensive Income (Loss), Net Other Comprehensive Income (Loss), Net of Tax [Abstract] Capitalization of Internal Costs Capitalization of Internal Costs, Policy [Policy Text Block] Deferred taxes Deferred Income Tax Liabilities, Net Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Accounts payable Accounts Payable, Current Conduent Shareholders' Equity [Member] Parent [Member] Depreciation and amortization Depreciation, Depletion and Amortization Other Land, Building, Equipment and Software Other Land, Building, Equipment and Software Other Land, Building, Equipment and Software Proceeds from divestitures Proceeds (Payments) Related to Divestitures, Including Cash Sold Proceeds (Payments) Related to Divestitures, Including Cash Sold AOCL [Member] AOCI Attributable to Parent [Member] Convertible Preferred Stock [Member] Convertible preferred stock [Member] Convertible Preferred Stock [Member] Total Costs Incurred with Restructuring Programs, by Segment Restructuring and Related Costs [Table Text Block] Net Contract Assets (Unearned Income) Contract with Customer, Asset, after Allowance for Credit Loss Shares of common stock issued and outstanding (in shares) Common Stock, Shares, Outstanding Accounts Receivable Sales Accounts Receivable Sales Accounts receivable factored in the period Other (income) expenses, net Other Operating Income (Expense), Net Financial Instruments [Domain] Financial Instruments [Domain] Cost of services (excluding depreciation and amortization) Cost of Goods and Services Sold Other Sundry Liabilities, Noncurrent Other Sundry Liabilities, Noncurrent Restructuring and Related Activities [Abstract] Restructuring and Related Activities [Abstract] Proceeds from divestitures and sale of assets, net of cash Proceeds from Divestiture of Businesses Entity Central Index Key Entity Central Index Key Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Total Operating Lease Costs Lease, Cost Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Sales Commissions Sales Commissions [Member] Sales Commissions Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Reductions related to prior years positions Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Furniture and Fixtures, Gross Furniture and Fixtures, Gross Loss Contingencies [Line Items] Loss Contingencies [Line Items] Other long-term liabilities Other long-term liabilities Other Liabilities, Noncurrent Condensed Financial Information Disclosure [Abstract] Defined Benefit Plan, Benefit Obligation Defined Benefit Plan, Benefit Obligation Capitalized Computer Software, Gross Capitalized Computer Software, Gross Schedule of Long-term Debt Instruments Schedule of Long-term Debt Instruments [Table Text Block] Debt Instrument [Line Items] Debt Instrument [Line Items] Trading Symbol Trading Symbol AR Valuation and Qualifying Accounts Beginning Balance AR Valuation and Qualifying Accounts Ending Balance Allowance for Doubtful Accounts, Premiums and Other Receivables Other Deferred Tax Liabilities, Other Other current and long-term assets Increase (Decrease) in Other Operating Assets Contract Assets, Unearned Income and Accounts Receivable Contract Assets, Unearned Income and Accounts Receivable [Table Text Block] [Table Text Block] for Contract Assets, Unearned Income and Accounts Receivable Line of Credit Facility, Current Borrowing Capacity Line of Credit Facility, Current Borrowing Capacity Line of Credit Facility [Table] Line of Credit Facility [Table] Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax 2021 Credit Facility revolver 2021 Credit Facility revolver [Member] 2021 Credit Facility revolver internal use and product software, amortization internal use and product software, amortization internal use and product software, amortization Loss Contingency, Increase To Damages Sought, Value Loss Contingency, Increase To Damages Sought, Value Loss Contingency, Increase To Damages Sought, Value All Other Currency [Member] All Other Currency [Member] Currency (buy/sell) Goodwill, Gross Goodwill, Gross Liabilities: Liabilities, Fair Value Disclosure [Abstract] Schedule of Goodwill [Table] Schedule of Goodwill [Table] Stock-based compensation expense, pre-tax Share-based Payment Arrangement, Expense Restricted Cash, Current Restricted Cash and Investments, Current Restricted Cash, Current Total Cash Flow from Operating Activities Operating Cash Flow From Operating and Finance Lease Operating Cash Flow From Operating and Finance Lease: Total base rent of operating leases and interest payment on finance leases Schedule of Income before Income Tax, Domestic and Foreign Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Construction in progress [Member] Construction in Progress [Member] Cash, Cash Equivalents and Restricted Cash at Beginning of Period Cash, Cash Equivalents and Restricted Cash at End of period Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Common Stock, Par or Stated Value Per Share (in dollars per share) Common Stock, Par or Stated Value Per Share Damages sought, multiplier of overpayment amount Guarantor Obligations, Maximum Exposure, Undiscounted Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Schedule of Finite-Lived Intangible Assets by Major Class Schedule of Finite-Lived Intangible Assets [Table Text Block] Midas Midas [Member] Midas Impairment or Disposal of Long-Lived Assets, Policy Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Unearned income Deferred Revenue, Current Total Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested Other Comprehensive Income (Loss), Net Other comprehensive income (loss), net Other Comprehensive Income (Loss), Net of Tax Fair Value, Measurements, Recurring [Member] Fair Value, Recurring [Member] Requisite service period Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period Interest Payable, Current Interest Payable, Current Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Shareholders' Equity Stockholders' Equity Note Disclosure [Text Block] Fair Value, by Balance Sheet Grouping, Disclosure Item Amounts [Axis] Measurement Basis [Axis] 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Five Payment Solutions Government Services Solutions [Member] Government Services Solutions Auditor Firm ID Auditor Firm ID Net Cash Provided By (Used In) Investing Activities Net Cash Provided by (Used in) Investing Activities Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] Portion at Fair Value Measurement [Member] Portion at Fair Value Measurement [Member] Reconciliation to pre-tax income (loss) Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] Lessee, Operating Lease, Disclosure Lessee, Supplemental Information [Table Text Block] Lessee, Supplemental Information capitalized cloud computing costs, useful lives minimum capitalized cloud computing costs, useful lives minimum capitalized cloud computing costs, useful lives minimum Write-off of implementation costs Capitalized Computer Software, Gross Impairment charges Capitalized Computer Software, Impairments Vested (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Class of Stock [Domain] Class of Stock [Domain] Dividends paid on preferred stock Payments of Ordinary Dividends, Preferred Stock and Preference Stock Intangibles and goodwill Deferred Tax Liabilities, Goodwill and Intangible Assets Supplementary Financial Information Supplemental Financial Information [Text Block] Supplemental Financial Information is the break out other current and non-current assets and liabilities Line of Credit Facility, Maximum Borrowing Capacity Line of Credit Facility, Maximum Borrowing Capacity Operating cash flows from finance leases Finance Lease, Interest Payment on Liability Foreign currency translation Goodwill, Foreign Currency Translation Gain (Loss) Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Line of Credit Facility [Line Items] Line of Credit Facility [Line Items] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Buildings and Improvements, Gross Buildings and Improvements, Gross Schedule of Fair Value of Financial Assets and Liabilities Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] Long-Lived Assets Long-Lived Assets Other current assets Other current assets Other Assets, Current Customer relationships [Member] Customer Lists [Member] Preferred Stock Preferred Stock [Text Block] Stockholders' Equity Note [Abstract] Stockholders' Equity Note [Abstract] Preferred Stock [Member] Preferred Stock [Member] Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax Cloud computing implementation costs, net capitalized cloud computing cost, current capitalized cloud computing cost, current Mexican Peso U. S. Dollar [Member] Mexican Peso U. S. Dollar [Member] Mexican Peso U. S. Dollar [Member] Depreciation and amortization Depreciation, Amortization and Accretion, Net Tax Valuation Allowances and Reserves Beginning Balance Tax Valuation Allowances and Reserves Ending Balance SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount Construction in Progress, Gross Construction in Progress, Gross Taxes Payable, Current Accrued Income Taxes, Current Deferred Tax Assets, Capital Loss Carryforwards Deferred Tax Assets, Capital Loss Carryforwards Current Foreign Tax Expense Current Foreign Tax Expense (Benefit) Preferred Stock, Liquidation Preference, Value Preferred Stock, Liquidation Preference, Value Long-term Debt from Continuing Operations, Maturities, Repayments of Principal after Year Five Long-term Debt from Continuing Operations, Maturities, Repayments of Principal after Year Five Long-term Debt from Continuing Operations, Maturities, Repayments of Principal after Year Five Long-term Debt from Continuing Operations, Maturities, Repayments of Principal Debt in Year Two Long-term Debt from Continuing Operations, Maturities, Repayments of Principal Debt in Year Two Long-term Debt from Continuing Operations, Maturities, Repayments of Principal Debt in Year Two Gain Contingencies [Table] Gain Contingencies [Table] Deferred Tax Asset [Domain] Deferred Tax Asset [Domain] Schedule of Finite-Lived Intangible Assets by Major Class [Table] Schedule of Finite-Lived Intangible Assets [Table] EX-101.PRE 11 cndt-20211231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 12 cndt-20211231_g1.jpg begin 644 cndt-20211231_g1.jpg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end XML 13 R1.htm IDEA: XBRL DOCUMENT v3.22.0.1
Cover Page - USD ($)
12 Months Ended
Dec. 31, 2021
Jan. 31, 2022
Jun. 30, 2021
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2021    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-37817    
Entity Registrant Name CONDUENT INC    
Entity Incorporation, State or Country Code NY    
Entity Tax Identification Number 81-2983623    
Entity Address, Address Line One 100 Campus Drive,    
Entity Address, Address Line Two Suite 200,    
Entity Address, City or Town Florham Park,    
Entity Address, State or Province NJ    
Entity Address, Postal Zip Code 07932    
City Area Code 844    
Local Phone Number 663-2638    
Title of 12(b) Security Common Stock, $0.01 par value    
Trading Symbol CNDT    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 1,585,638,435
Entity Common Stock, Shares Outstanding (in shares)   215,420,530  
Documents Incorporated by Reference [Text Block] Part III of this Form 10-K incorporates by reference certain portions of the Registrant's Notice of 2022 Annual Meeting of Shareholders and Proxy Statement (to be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than 120 days after the close of the fiscal year covered by this report on Form 10-K).    
Entity Central Index Key 0001677703    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Amendment Flag false    

XML 14 R2.htm IDEA: XBRL DOCUMENT v3.22.0.1
Audit Information
12 Months Ended
Dec. 31, 2021
Auditor Information [Abstract]  
Auditor Name PricewaterhouseCoopers LLP
Auditor Location Florham Park, New Jersey
Auditor Firm ID 238
XML 15 R3.htm IDEA: XBRL DOCUMENT v3.22.0.1
Consolidated Statements of Income (Loss) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Statement [Abstract]      
Revenues $ 4,140 $ 4,163 $ 4,467
Operating Costs and Expenses      
Cost of services (excluding depreciation and amortization) 3,138 3,209 3,494
Selling, general and administrative (excluding depreciation and amortization) 544 468 479
Research and development (excluding depreciation and amortization) 4 1 8
Depreciation and amortization 352 459 459
Restructuring and related costs 45 67 71
Interest expense 55 60 78
Loss on extinguishment of debt 15 0 0
Goodwill impairment 0 0 1,952
Loss on divestitures and transaction costs 3 17 25
Litigation costs, net 3 20 17
Other (income) expenses, net 6 1 (10)
Total Operating Costs and Expenses 4,165 4,302 6,573
Loss Before Income Taxes (25) (139) (2,106)
Income tax expense (benefit) 3 (21) (172)
Net Loss $ (28) $ (118) $ (1,934)
Basic Earnings (Loss) per Share (in dollars per share) $ (0.18) $ (0.61) $ (9.29)
Diluted Earnings (Loss) per Share (in dollars per share) $ (0.18) $ (0.61) $ (9.29)
XML 16 R4.htm IDEA: XBRL DOCUMENT v3.22.0.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement of Comprehensive Income [Abstract]      
Net Loss $ (28) $ (118) $ (1,934)
Other Comprehensive Income (Loss), Net      
Currency translation adjustments, net [1] (31) 8 3
Reclassification of currency translation adjustments on divestitures [1] 0 0 15
Reclassification of divested benefit plans and other [1] 0 0 (1)
Unrecognized gains (losses), net [1] (1) 0 1
Net actuarial/prior service (losses) gains, net of tax [1] 1 1 0
Other Comprehensive Income (Loss), Net [1] (31) 9 18
Comprehensive Income (Loss), Net $ (59) $ (109) $ (1,916)
[1] All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.
XML 17 R5.htm IDEA: XBRL DOCUMENT v3.22.0.1
Consolidated Balance Sheets - USD ($)
shares in Thousands, $ in Millions
Dec. 31, 2021
Dec. 31, 2020
Assets    
Cash and cash equivalents $ 415 $ 450
Accounts receivable, net 699 670
Assets held for sale 184 0
Contract assets 154 151
Other current assets 228 306
Total current assets 1,680 1,577
Land, buildings and equipment, net 281 305
Operating lease right-of-use assets 231 246
Intangible assets, net 52 187
Goodwill 1,339 1,528
Other long-term assets 453 413
Total Assets 4,036 4,256
Liabilities and Equity    
Current portion of long-term debt 30 90
Accounts payable 198 182
Accrued compensation and benefits costs 243 237
Unearned income 82 133
Liabilities held for sale 29 0
Other current liabilities 443 450
Total current liabilities 1,025 1,092
Long-term debt 1,383 1,420
Deferred taxes 75 97
Operating lease liabilities 184 207
Other long-term liabilities 95 108
Total Liabilities 2,762 2,924
Contingencies (See Note 16)
Series A convertible preferred stock 142 142
Common stock 2 2
Additional paid-in capital 3,910 3,899
Retained earnings (deficit) (2,351) (2,313)
Accumulated other comprehensive loss (429) (398)
Total Equity 1,132 1,190
Total Liabilities and Equity $ 4,036 $ 4,256
Shares of common stock issued and outstanding (in shares) 215,381 212,074
Shares of Series A convertible preferred stock and outstanding (in shares) 120 120
XML 18 R6.htm IDEA: XBRL DOCUMENT v3.22.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cash Flows from Operating Activities:      
Net Loss $ (28) $ (118) $ (1,934)
Adjustments required to reconcile net loss to cash flows from operating activities:      
Depreciation and amortization 352 459 459
Contract inducement amortization 1 2 3
Goodwill impairment 0 0 1,952
Write-off of implementation costs 28 0 0
Deferred income taxes (21) (21) (220)
(Gain) loss from investments 5 (3) (4)
Amortization of debt financing costs 6 7 7
Loss on extinguishment of debt 15 0 0
Loss on divestitures and sales of fixed assets, net 1 6 8
Stock-based compensation 21 20 24
Allowance for credit losses 1 2 3
Accounts receivable (45) (14) 107
Other current and long-term assets (44) (36) (14)
Accounts payable and accrued compensation and benefits costs 23 39 (15)
Other current and long-term liabilities (68) (174) (247)
Net change in income tax assets and liabilities (4) (8) 3
Net Cash Provided by (Used in) Operating Activities, Total 243 161 132
Cash Flows from Investing Activities:      
Cost of additions to land, buildings and equipment (80) (76) (148)
Proceeds from sale of land, buildings and equipment 0 0 2
Cost of additions to internal use software (67) (63) (67)
Payments to Acquire Businesses, Net of Cash Acquired 0 0 (90)
Proceeds from divestitures 5 5 (7)
Net Cash Provided By (Used In) Investing Activities (142) (134) (310)
Cash Flows from Financing Activities:      
Proceeds from revolving credit facility 100 150 0
Payments on revolving credit facility 0 (150) 0
Proceeds from the issuance of debt, net 1,299 5 0
Payments on debt (1,500) (55) (54)
Debt issuance costs (9) 0 0
Premium on debt redemption (2) 0 0
Payment of contingent consideration related to acquisition 0 (4) 0
Taxes paid for settlement of stock-based compensation (10) (10) (21)
Dividends paid on preferred stock (10) (10) (10)
Net cash provided by (used in) financing activities (132) (74) (85)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (7) 0 3
Increase (decrease) in cash, cash equivalents and restricted cash (38) (47) (260)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period 458 [1] 505 [1] 765
Cash, Cash Equivalents and Restricted Cash at End of period $ 420 $ 458 [1] $ 505 [1]
[1] Includes $5 million, $8 million and $9 million of restricted cash as of the years ended December 31, 2021, 2020 and 2019, respectively, that was included in Other current assets on their respective Consolidated Balance Sheets.
XML 19 R7.htm IDEA: XBRL DOCUMENT v3.22.0.1
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Restricted Cash [Abstract]      
Restricted Cash, Current $ 5 $ 8 $ 9
XML 20 R8.htm IDEA: XBRL DOCUMENT v3.22.0.1
Consolidated Statements of Shareholders' Equity - USD ($)
$ in Millions
Total
Conduent Shareholders' Equity [Member]
Conduent Shareholders' Equity [Member]
Cumulative Effect, Period of Adoption, Adjustment
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Retained Earnings [Member]
Cumulative Effect, Period of Adoption, Adjustment
AOCL [Member]
Beginning Balance at Dec. 31, 2018   $ 3,222 $ (8) $ 2 $ 3,878 $ (233) $ (8) $ (425) [1]
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Dividend - preferred stock, $80/per share   (10)       (10)    
Stock option and incentive plans, net   (12)     12      
Net Loss $ (1,934) (1,934)       (1,934)    
Other comprehensive income (loss), net 18 [2] 18           18 [1]
Comprehensive Income (Loss), Net (1,916) (1,916)   0 0 (1,934)   18 [1]
Ending Balance at Dec. 31, 2019   1,300   2 3,890 (2,185)   (407) [1]
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Dividend - preferred stock, $80/per share   (10)       (10)    
Stock option and incentive plans, net   9     9      
Net Loss (118) (118)       (118)    
Other comprehensive income (loss), net 9 [2] 9           9 [1]
Comprehensive Income (Loss), Net (109) (109)   0 0 (118)   9 [1]
Ending Balance at Dec. 31, 2020   1,190   2 3,899 (2,313)   (398)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Dividend - preferred stock, $80/per share   (10)       (10)    
Stock option and incentive plans, net   11     11      
Net Loss (28) (28)       (28)    
Other comprehensive income (loss), net (31) [2] (31)           (31) [1]
Comprehensive Income (Loss), Net $ (59) (59)   0 0 (28)   (31) [1]
Ending Balance at Dec. 31, 2021   $ 1,132   $ 2 $ 3,910 $ (2,351)   $ (429)
[1] AOCL - Accumulated other comprehensive loss.
[2] All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.
XML 21 R9.htm IDEA: XBRL DOCUMENT v3.22.0.1
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement of Stockholders' Equity [Abstract]      
Preferred stock, cash dividend (in dollars per share) $ 80 $ 80 $ 80
XML 22 R10.htm IDEA: XBRL DOCUMENT v3.22.0.1
Organization, Consolidation and Presentation of Financial Statements
12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies
References herein to “we,” “us,” “our,” the “Company” and “Conduent” refer to Conduent Incorporated and its consolidated subsidiaries unless the context suggests otherwise.

Description of Business

As one of the largest business process services companies in the world, Conduent delivers mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through people, process, expertise in transaction-intensive processing and technology such as analytics and automation, Conduent's services and solutions create value by improving efficiencies, reducing costs and enabling revenue growth. A majority of Fortune 100 companies and over 500
government entities depend on Conduent every day to manage their business processes and essential interactions with their end-users. The Company's portfolio includes industry-focused solutions in attractive growth markets such as healthcare and transportation, as well as solutions that serve multiple industries such as transaction processing, customer care, human resource solutions and payment services.

Basis of Presentation

The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated.

The Company has evaluated subsequent events through February 23, 2022.

Conduent Incorporated is a New York corporation, organized in 2016. Its common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ Global Select Market (NASDAQ), where it remains listed under the ticker "CNDT".

Use of Estimates

The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

As of December 31, 2021, the impact of the COVID-19 pandemic, the mitigating impact of the rollout of a vaccine for it and fluctuating cases of new variants of the virus continue to unfold. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future.
New Accounting Standards

The Company has considered all recent accounting standards issued, but not yet effective, and does not expect any to have a material impact on the Company's Consolidated Financial Statements.

Recently Adopted Accounting Standards

Reference Rate Reform: In March 2020, the Financial Accounting Standards Board (FASB) issued updated guidance relating to the accounting for the discontinuation of the London Inter-bank Offered Rate (LIBOR), referred to as reference rate reform. This guidance provides optional practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. This guidance is applicable to contract modifications that replace a reference LIBOR rate affected by reference rate reform. The amendments may be applied through December 31, 2022. The Company adopted the reference rate reform guidance on a retrospective basis as of January 1, 2021. The adoption did not have a material impact on the Company’s Consolidated Financial Statements.

Income Taxes: In December 2019, the FASB issued final guidance that simplified the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. This final guidance was effective for fiscal years beginning January 1, 2021. The Company adopted the final income taxes guidance as of January 1, 2021. The adoption did not have a material impact on the Company's Consolidated Financial Statements.

The American Rescue Plan Act, which became law in March 2021, added a new subsection to Section 162(m) of the Internal Revenue Code to expand the application of Section 162(m) to an additional five most highly compensated individuals. The expansion of Section 162(m) coverage is effective for tax years beginning after December 31, 2026. This expansion does not have an impact in the current year. The Company will monitor any potential impacts going forward.

Summary of Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less.

Receivable Sales

In 2021, 2020 and 2019, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales.

Assets/Liabilities Held for Sale

The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.

The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of Solutions to Symplr Software, Inc. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. As of December 31, 2021, the Company determined that this business met the conditions discussed above to be classified as held for sale.

Refer to Note 4 – Assets/Liabilities Held for Sale and Divestiture for further discussion.

Land, Buildings and Equipment

Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life. Significant improvements are capitalized and maintenance and repairs are expensed when incurred.

Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further discussion.

Internal Use and Product Software

Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities.

Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred.

Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.

Cloud Computing Arrangements

The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss).

In the fourth quarter of 2021, the Company wrote-off approximately $28 million of previously capitalized implementation costs. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.
Leases
The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in the Company's Consolidated Balance Sheets.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases.

Refer to Note 7 – Leases for further information.

Goodwill

For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged.

The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. The Company determined the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.

Other Intangible Assets

Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified.

Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.
Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates.

The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.

The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2021.

Refer to Note 15 – Income Taxes for further discussion.

Foreign Currency Translation and Re-measurement

The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss.

The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within Other (income) expenses, net together with other foreign currency re-measurements.

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under
a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation.

Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus a reasonable margin.

The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for implementation or development projects, the Company also uses a cost-to-cost based input method. The Company has determined that the above methods provide a faithful depiction of the transfer of services to the customer.

Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase additional services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for when the customer exercises its option to purchase additional goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-line basis over the period between the initiation of the services through the end of the contract term.

When more than one party is involved in providing services to a customer, the Company evaluates whether it is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers the following: if it obtains control of the specified services before they are transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in establishing price.

The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are sales tax and value-added tax (VAT).

The Company's payment terms vary by type of services offered. The time between invoicing and when payment is due is not significant. For certain services and customer types, the Company requires payment before services are rendered.

From time to time, the Company's contracts are modified to account for additions or changes to existing performance obligations. The Company's contract modifications related to stand-ready performance obligations are generally accounted for prospectively.

Refer to Note 2 – Revenue for further discussion.
XML 23 R11.htm IDEA: XBRL DOCUMENT v3.22.0.1
Revenue
12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Revenue Revenue
Disaggregation of Revenue

The following table provides information about disaggregated revenue by major service offering, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 3 – Segment Reporting for additional information on the Company's reportable segments.
Year Ended December 31,
(in millions)202120202019
Commercial Industries:
Customer experience management$629 $648 $669 
Business operations solutions567 566 632 
Commercial healthcare solutions435 431 482 
Human resource and learning services445 518 602 
Total Commercial Industries2,076 2,163 2,385 
Government Services:
Government healthcare solutions576 603 675 
Government services solutions742 678 588 
Total Government Services1,318 1,281 1,263 
Transportation:
Roadway charging & management services327 318 327 
Transit solutions262 248 254 
Curbside management solutions82 72 107 
Public safety solutions67 73 83 
Commercial vehicles10 
Total Transportation746 719 781 
Other:
Divestitures— — 36 
Education— — 
Total Other— — 38 
Total Consolidated Revenue$4,140 $4,163 $4,467 
Timing of Revenue Recognition:
Point in time$111 $110 $144 
Over time4,029 4,053 4,323 
Total Revenue$4,140 $4,163 $4,467 

The Company's contracts with customers are broadly similar in nature throughout the Company's major service offerings. The following is a description of the major service offerings:

Customer Experience Management: The Company offers a range of services that help its clients support their end-users. This includes in-bound and out-bound call support for both simple and complex transactions, technical support and patient assistance. The Company also provides multi-channel communication support (both print and digital) across a range of industries.

Business Operations Solutions: The Company helps its clients improve communications with their customers and constituents, whether it is on paper, online or through other communication channels. The Company also offers a broad array of flexible transaction processing services that include data entry, scanning, image processing, enrollment processing, claims processing, high volume offsite print and mail services and file indexing. The Company serves clients by managing their critical finance, accounting and procurement processes. These services include general accounting and reporting, billing and accounts receivable and purchasing, accounts payable and expense management services. The Company also offers wholesale and retail lockbox services and process auto and mortgage loans in the United States.
Commercial Healthcare Solutions: The Company delivers administration, clinical support and medical management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization, while improving health outcomes and experience for members and patients. The Company's solutions span: trials, sales, access, and adherence to pharmaceutical clients; case management, performance management and patient safety for hospital clients; medical bill review, claim processing, care integration, subrogation and payment integrity solutions to managed care companies; and workers compensation medical bill review, mailroom/data capture and medical management services to claims payers and third-party administrators.

Human Resource and Learning Services: The Company helps its clients support their employees at all stages of employment from initial on-boarding through retirement. The Company delivers mission-critical, technology-enabled HR services and solutions that improve business processes across the employee journey to maximize business performance, while increasing employee satisfaction, engagement and overall well-being. These solutions span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth & retirement, HR, talent, and workforce management.

Government Healthcare Solutions: The Company provides medical management and fiscal agent care management services, eligibility and enrollment services and support to Medicaid programs and federally funded U.S. government healthcare programs. The Company's services include a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, contract center services, application processing, premium billing, disease surveillance and outbreak management and case management solutions.

Government Services Solutions: The Company is a leader in government payment disbursements for federally sponsored programs like SNAP, commonly known as food stamps and WIC as well as government-initiated cash disbursements such as child support and unemployment benefits.

Roadway Charging & Management Services: The Company's electronic tolling, urban congestion management and mileage-based user solutions help clients keep up with an ever-changing environment and get more travelers where they need to go while generating revenue for much-needed infrastructure improvements. The Company's solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.

Transit Solutions: The Company aims to make journeys more personalized and convenient while increasing capacity and profitability for authorities and agencies. The Company combines the latest in fare collection and intelligent mobility so that clients can get the added efficiency of having a single point of contact for all their transit solutions.

Curbside Management Solutions: The Company delivers intelligent curbside management systems that simplify parking programs and deliver convenient and hassle-free experience for drivers. The Company's curbside solutions include citation and permit administration, parking enforcement and curbside demand management.

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

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

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

The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers:
(in millions)December 31, 2021December 31, 2020
Contract Assets (Unearned Income)
Current contract assets$154 $151 
Long-term contract assets(1)
13 
Current unearned income(82)(133)
Long-term unearned income(2)
(48)(29)
Net Contract Assets$32 $
Accounts receivable, net$699 $670 
__________
(1)Presented in Other long-term assets in the Consolidated Balance Sheets
(2)Presented in Other long-term liabilities in the Consolidated Balance Sheets

Revenues of $107 million and $101 million were recognized during the years ended December 31, 2021 and 2020, respectively, related to the Company's unearned income at December 31, 2020 and December 31, 2019. The Company had no material asset impairment charges related to contract assets for the year ended December 31, 2021.

Transaction Price Allocated to the Remaining Performance Obligations

Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at December 31, 2021, was approximately $1.2 billion. The Company expects to recognize approximately 76% of this revenue over the next 2 years and the remainder thereafter.

Costs to Obtain and Fulfill a Contract

The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining customer contracts. The net book value of these costs, which was $25 million and $23 million as of December 31, 2021 and 2020, respectively, are included in Other long-term assets. The judgments made in determining the amount of costs incurred include whether the commissions are incremental and directly related to a successful acquisition of a customer contract. These costs are amortized in Depreciation and amortization over the term of the contract or the estimated life of the customer relationship, if renewals are expected and the renewal commission is not commensurate with the initial commission. The Company expenses sales commissions when incurred if the amortization period of the sales commission is one year or less.

In addition, the Company may provide inducement payments to secure customer contracts. These inducement payments are capitalized and amortized as a reduction of revenue over the term of the customer contract. The net book value of these costs totaled $19 million and $21 million as of December 31, 2021 and 2020, respectively, and are included in Other long-term assets.

Also, the Company capitalizes costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract and (iii) are expected to be recovered through revenue generated under the contract. The net book value of
these costs, which comprise set-up/transition activities, was $29 million and $32 million as of December 31, 2021 and 2020, respectively, and are classified in Other long-term assets on the Consolidated Balance Sheets. Contract fulfillment costs are expensed to Depreciation and amortization as the Company satisfies its performance obligations by transferring the service to the customer. These costs are amortized on a systematic basis over the expected period of benefit.

These costs are periodically reviewed for impairment.

The amortization of costs incurred to obtain and fulfill a contract, excluding contract inducements, for the years ended December 31, 2021, 2020 and 2019, were $39 million, $41 million and $42 million, respectively.

The expected amortization expense for the next five years and thereafter for these costs is as follows:
20222023202420252026Thereafter
$25 $15 $$$$17 
XML 24 R12.htm IDEA: XBRL DOCUMENT v3.22.0.1
Segment Reporting
12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Segment Reporting Segment Reporting
The Company's reportable segments correspond to how it organizes and manages the business, as defined by the Company's Chief Executive Officer, who is also its Chief Operating Decision Maker (CODM), and are aligned to the industries in which the Company's clients operate. The Company's segments involve the delivery of business process services and include service arrangements where it manages a customer's business activity or process.

In 2020, the Company realigned its sales organization and certain shared IT and other allocated functions and reallocated certain costs that were previously included in the Shared IT/Infrastructure and Corporate Costs (now referred to as Unallocated Costs) to each of the reportable segments. The year ended December 31, 2019 amounts have been recast to reflect these changes.

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

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

Government Services: The Government Services segment provides government-centric business process services to U.S. federal, state and local and foreign governments for public assistance program administration, transaction processing and payment services. The solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.

Transportation: The Transportation segment provides systems and support, as well as revenue-generating services, to government clients. On behalf of government agencies and authorities in the transportation industry, the Company delivers mission-critical mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

Other includes the Company's divestitures and the Student Loan business, which the Company exited in the third quarter of 2018.

Unallocated Costs includes IT infrastructure costs that are shared by multiple reportable segments, enterprise application costs and certain corporate overhead expenses not directly attributable or allocated to the reportable segments.
Selected financial information for our reportable segments was as follows:
Year Ended December 31,
(in millions)Commercial IndustriesGovernment ServicesTransportationOtherUnallocated CostsTotal
2021DivestituresOther
Revenue$2,076 $1,318 $746 $— $— $— $4,140 
Segment profit (loss)$137 $412 $75 $— $$(388)$237 
2020
Revenue$2,163 $1,281 $719 $— $— $— $4,163 
Segment profit (loss)$150 $372 $82 $— $$(348)$265 
2019
Revenue$2,385 $1,263 $781 $36 $$— $4,467 
Segment profit (loss)$270 $279 $69 $$(1)$(345)$273 

The following is a reconciliation of segment profit (loss) to income (loss) before income taxes:
(in millions)Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)202120202019
Loss Before Income Taxes$(25)$(139)$(2,106)
Reconciling items:
Amortization of acquired intangible assets135 239 246 
Restructuring and related costs45 67 71 
Interest expense55 60 78 
Loss on extinguishment of debt15 — — 
Goodwill impairment— — 1,952 
Loss on divestitures and transaction costs17 25 
Litigation costs, net20 17 
Other (income) expenses, net(10)
Segment Profit (Loss)$237 $265 $273 

Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is as follows for each of the years ended December 31:
 Revenues
Long-Lived Assets (1)
(in millions)20212020201920212020
United States$3,712 $3,748 $4,000 $651 $628 
Europe368 357 386 39 44 
Other areas60 58 81 96 114 
Total Revenues and Long-Lived Assets$4,140 $4,163 $4,467 $786 $786 
__________
(1)Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv) Operating lease right-of-use assets.
XML 25 R13.htm IDEA: XBRL DOCUMENT v3.22.0.1
Divestiture
12 Months Ended
Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]  
Divestiture Assets/Liabilities Held for Sale and Divestiture
Assets/Liabilities Held for Sale

On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of patient safety, quality and advanced analytics solutions to Symplr Software, Inc. (the Buyer), a third party. The transaction closed on February 8, 2022 for cash consideration of $321 million subject to customary working capital adjustments. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. The assets and liabilities of this portfolio, collectively referred to as the Disposal Group, have been reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell. The Disposal Group is currently reported in the Commercial Industries segment. The pretax profit of the Disposal Group, excluding unallocated costs, was $30 million, $31 million and $33 million for the years ended December 31, 2021, 2020 and 2019, respectively. As the consideration for the Disposal Group is greater than the carrying value, the Company will record a gain on the sale of the Midas business in the first quarter of 2022.

The following is a summary of the major categories of assets and liabilities that have been reclassified as held for sale:

(in millions)December 31, 2021
Accounts Receivable, net$
Other current assets
Product Software, net10 
Goodwill162 
Other long-term assets
Total Assets held for sale$184 
Accounts payable$
Accrued compensation and benefits costs
Unearned income24 
Other current liabilities
Total Liabilities held for sale$29 

Divestiture

In February 2019, the Company completed the sale of a portfolio of select standalone customer care contracts to Skyview Capital LLC. During 2019, the Company recorded additional losses and transaction costs of $17 million on the sale of this portfolio, reflecting certain changes in estimates that were made when recording the initial charge in 2018. The revenue generated from this business was $36 million for the three months ended March 31, 2019.
XML 26 R14.htm IDEA: XBRL DOCUMENT v3.22.0.1
Accounts Receivables, Net
12 Months Ended
Dec. 31, 2021
Receivables [Abstract]  
Accounts Receivables, Net Accounts Receivable, Net
The Accounts receivable, net balance of $699 million and $670 million at December 31, 2021 and 2020, respectively, included allowance for doubtful accounts of $0 million and $2 million at December 31, 2021 and 2020, respectively.

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

Accounts receivable sales for the years ended December 31, 2021 and 2020 were $422 million and $529 million, respectively.
XML 27 R15.htm IDEA: XBRL DOCUMENT v3.22.0.1
Land, Buildings, Equipment and Software, Net
12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Land, Buildings, Equipment and Software, Net Land, Buildings, Equipment and Software, Net
Land, buildings and equipment, net was as follows:
Estimated Useful LivesDecember 31,
(in millions except as noted)(Years)20212020
Land$$
Building and building equipment25 to 50
Leasehold improvementsVaries250 268 
IT, other equipment and office furniture3 to 15883 869 
Other4 to 20
Construction in progress49 35 
Subtotal1,193 1,182 
Accumulated depreciation(912)(877)
Land, Buildings and Equipment, Net$281 $305 

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $116 million, $125 million and $123 million, respectively.
Internal Use and Product Software

Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Additions to Internal use and Product software as well as year-end balances for these assets were as follows:
(in millions)Year Ended December 31,
Additions to:202120202019
Internal use software$65 $63 $70 
Product software45 36 
December 31,
(in millions)20212020
Internal use software, at cost$563 $524 
Accumulated amortization(382)(361)
Internal use software, net
$181 $163 
Product software, at cost$171 $144 
Accumulated amortization(78)(72)
Product software, net
$93 $72 

Useful lives of our Internal use and Product software generally vary from one to seven years. Amortization expense for Internal use and Product software for the years ended December 31, 2021, 2020 and 2019 was $62 million, $54 million and $48 million, respectively.

Cloud Computing Arrangements

Cloud computing implementation costs are included in Other current assets and Other long-term assets on the Company's Consolidated Balance Sheets. Additions to Cloud computing implementation costs as well as year-end balances for these assets were as follows:
(in millions)Year Ended December 31,
Additions to:202120202019
Cloud computing implementation costs $$$39 
(in millions)December 31,
Capitalized Costs, Net20212020
Cloud computing implementation costs, at cost
$53 $47 
Impairment charges(28)— 
Accumulated amortization(11)(6)
Cloud computing implementation costs, net(1)
$14 $41 
__________
(1)Refer to Note 10 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.
Useful lives of Cloud computing implementation costs are three to five years. Amortization expense for Cloud computing implementation costs for the years ended December 31, 2021, 2020 and 2019 were $2 million, $4 million and $2 million, respectively. As a result of the Company’s decision in the fourth quarter of 2021 to abandon an internal project, the Company wrote-off $28 million of its previously capitalized implementation costs. Additionally, in connection with the abandonment of this project, the Company accrued $4 million of charges related to remaining hosting fees that would have continued to be incurred without any economic benefit. The write-off and remaining hosting fee charges are included in Selling, general and administrative on the Consolidated Statements of Income (Loss).
XML 28 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
Leases
12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Leases Leases
The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain, leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less, on its Consolidated Balance Sheets.

The components of lease costs were as follows:
Year Ended December 31,
(in millions)202120202019
Finance Lease Costs:
Amortization of right of use assets$10 $$10 
Interest on lease liabilities
Total Finance Lease Costs$11 $$11 
Operating lease costs:
Base rent$85 $95 $112 
Short-term lease costs12 
Variable lease costs(1)
23 26 30 
Sublease income(1)(3)(7)
Total Operating Lease Costs$111 $123 $147 
__________
(1)Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.

Supplemental cash flow information related to leases was as follows:
Year Ended December 31,
(in millions)202120202019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$99 $117 $137 
Operating cash flows from finance leases
Total Cash Flow from Operating Activities$100 $118 $138 
Financing cash flow from finance leases$$11 $11 
Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases$68 $73 $32 
Finance leases$$14 $
Supplemental balance sheet information related to leases was as follows:
December 31,
(in millions)20212020
Operating lease assets:
Operating lease right-of-use assets$231 $246 
Operating lease liabilities:
Other current liabilities$71 $81 
Operating lease liabilities184 207 
Total Operating Lease Liabilities$255 $288 
Finance lease assets:
Land, buildings and equipment, net$17 $19 
Finance lease liabilities:
Current portion of long-term debt$$
Long-term debt12 
Total Finance Lease Liabilities$16 $20 

The Company's leases generally do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate as the discount rate when measuring lease liabilities. The incremental borrowing rate represents an estimate of the interest rate that the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment.

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2021 and 2020 were as follows:
December 31, 2021December 31, 2020
Operating LeasesFinance LeasesOperating LeasesFinance Leases
Weighted average discount rates5.8 %5.0 %6.1 %5.3 %
Weighted average remaining lease term (in years)5353

Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:
December 31, 2021
(in millions)Operating Lease PaymentsFinance Lease
Payments
2022$84 $
202360 
202447 
202537 
202628 — 
Thereafter36 — 
Total undiscounted lease payments292 17 
Less imputed interest37 
Present value of lease liabilities$255 $16 

As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.
Leases Leases
The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain, leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less, on its Consolidated Balance Sheets.

The components of lease costs were as follows:
Year Ended December 31,
(in millions)202120202019
Finance Lease Costs:
Amortization of right of use assets$10 $$10 
Interest on lease liabilities
Total Finance Lease Costs$11 $$11 
Operating lease costs:
Base rent$85 $95 $112 
Short-term lease costs12 
Variable lease costs(1)
23 26 30 
Sublease income(1)(3)(7)
Total Operating Lease Costs$111 $123 $147 
__________
(1)Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.

Supplemental cash flow information related to leases was as follows:
Year Ended December 31,
(in millions)202120202019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$99 $117 $137 
Operating cash flows from finance leases
Total Cash Flow from Operating Activities$100 $118 $138 
Financing cash flow from finance leases$$11 $11 
Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases$68 $73 $32 
Finance leases$$14 $
Supplemental balance sheet information related to leases was as follows:
December 31,
(in millions)20212020
Operating lease assets:
Operating lease right-of-use assets$231 $246 
Operating lease liabilities:
Other current liabilities$71 $81 
Operating lease liabilities184 207 
Total Operating Lease Liabilities$255 $288 
Finance lease assets:
Land, buildings and equipment, net$17 $19 
Finance lease liabilities:
Current portion of long-term debt$$
Long-term debt12 
Total Finance Lease Liabilities$16 $20 

The Company's leases generally do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate as the discount rate when measuring lease liabilities. The incremental borrowing rate represents an estimate of the interest rate that the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment.

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2021 and 2020 were as follows:
December 31, 2021December 31, 2020
Operating LeasesFinance LeasesOperating LeasesFinance Leases
Weighted average discount rates5.8 %5.0 %6.1 %5.3 %
Weighted average remaining lease term (in years)5353

Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:
December 31, 2021
(in millions)Operating Lease PaymentsFinance Lease
Payments
2022$84 $
202360 
202447 
202537 
202628 — 
Thereafter36 — 
Total undiscounted lease payments292 17 
Less imputed interest37 
Present value of lease liabilities$255 $16 

As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.
XML 29 R17.htm IDEA: XBRL DOCUMENT v3.22.0.1
Goodwill and Intangible Assets, Net
12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, Net Goodwill and Intangible Assets, Net
Goodwill

The following table presents the changes in the carrying amount of goodwill, by reportable segment:
(in millions)Commercial IndustriesGovernment ServicesTransportationTotal
Balance at December 31, 2019$821 $621 $60 $1,502 
Foreign currency translation16 26 
Balance at December 31, 2020$837 $623 $68 $1,528 
Foreign currency translation(14)(6)(7)(27)
Assets Held For Sale(162)— — (162)
Balance at December 31, 2021$661 $617 $61 $1,339 
Gross goodwill$2,214 $1,371 $641 $4,226 
Accumulated impairment(1,553)(754)(580)(2,887)
Balance at December 31, 2021$661 $617 $61 $1,339 

The Company performed its annual goodwill impairment test for the year ended December 31, 2021 as of October 1, 2021. This testing did not identify any goodwill impairment and, accordingly, no impairment charge was recorded.

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

2019 Goodwill Impairment Charge

In the first quarter of 2019, the Transportation reporting unit experienced unanticipated losses of certain customer contracts, lower than expected new customer contracts and higher costs of delivery, and as a result, the growth of this reporting unit decreased resulting in its fair value being below its carrying value by an estimated $284 million. Accordingly, the Company recorded a pre-tax impairment charge of $284 million for the three months ended March 31, 2019.

In the second quarter of 2019, there were further unanticipated losses of certain customer contracts, lower potential future volumes and lower than expected new customer contracts. This led to actual results being below budget and a further downward revision of the long-term forecast across all the Company's reporting units. Because of the business performance and the strategy pivot due to changes in management that occurred in the second quarter of 2019, the Company performed an interim goodwill impairment assessment for all its reporting units which resulted in a pre-tax impairment charge of $1.1 billion for the three months ended June 30, 2019.

As of December 31, 2019, the Company performed an interim impairment assessment due to a triggering event caused by further unanticipated contract losses within the Government Services reporting unit, and as result, management performed a goodwill impairment assessment for this reporting unit as of December 31, 2019, which resulted in a pre-tax impairment charge of $512 million.

In addition, in the fourth quarter of 2019, the Company recorded an immaterial correction to the impairment charges recorded in the first and second quarters to properly reflect the impact of tax-deductible goodwill on the previous impairments as well as the related income tax benefit. The cumulative impairment charge for the year ended December 31, 2019 was approximately $2.0 billion.
Intangible Assets, Net

Net intangible assets were $52 million at December 31, 2021 of which $50 million, $2 million and $0 million relate to our Commercial Industries, Government Services and Transportation segments, respectively. Intangible assets were comprised exclusively of Customer relationships as follows:
 December 31, 2021December 31, 2020
(in millions except years)Weighted Average
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Total Intangible Assets12 years$1,658 $1,606 $52 $2,890 $2,703 $187 

Amortization expense related to intangible assets was $135 million, $239 million and $246 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense is expected to approximate $12 million in 2022, $7 million in 2023, $6 million in 2024, $4 million in 2025 and $4 million in 2026.
XML 30 R18.htm IDEA: XBRL DOCUMENT v3.22.0.1
Restructuring and Asset Impairment Charges
12 Months Ended
Dec. 31, 2021
Restructuring and Related Activities [Abstract]  
Restructuring and Asset Impairment Charges Restructuring Programs and Related Costs
The Company engages in a series of restructuring programs related to downsizing its employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity. The implementation of the Company's operational efficiency improvement initiatives has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset impairments and other related costs. Also included in Restructuring and Related Costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $23 million, $23 million and $21 million for the years ended December 31, 2021, 2020 and 2019, respectively. Management continues to evaluate the Company's business and, in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed.

Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility. In those geographies where we have either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, we recognize employee severance costs when they are both probable and reasonably estimable. Asset impairment costs related to the reduction of our real estate footprint include impairment of operating lease right-of-use (ROU) assets and associated leasehold improvements.

A summary of the Company's restructuring program activity during the two years ended December 31, 2021 is as follows:
(in millions)Severance and Related CostsTermination and Other CostsAsset ImpairmentsTotal
Balance at December 31, 2019$15 $$— $21 
Provision13 27 15 55 
Changes in estimates— 
Total Net Current Period Charges(1)
14 30 15 59 
Charges against reserve and currency(26)(33)(15)(74)
Balance at December 31, 2020$$$— $
Provision27 44 
Changes in estimates— (3)— (3)
Total Net Current Period Charges(1)
24 41 
Charges against reserve and currency(6)(26)(9)(41)
Balance at December 30, 2021$$$— $
__________
(1)Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.

We also recorded costs related to professional support services associated with the implementation of certain strategic transformation programs of $4 million, $8 million and $4 million during the years ended December 31, 2021, 2020 and 2019, respectively.

The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segments:
 Year Ended December 31,
(in millions)202120202019
Commercial Industries$$11 $24 
Government Services
Transportation
Unallocated Costs35 45 40 
Total Net Restructuring Charges$41 $59 $67 
XML 31 R19.htm IDEA: XBRL DOCUMENT v3.22.0.1
Supplementary Financial Information Supplementary Financial Information
12 Months Ended
Dec. 31, 2021
Supplemental Financial Information [Abstract]  
Supplementary Financial Information Supplementary Financial Information
The components of Other assets and liabilities were as follows:
December 31,
(in millions)20212020
Other Current Assets
Prepaid expenses$84 $73 
Income taxes receivable46 48 
Value-added tax (VAT) receivable12 21 
Restricted cash
Cloud computing implementation costs, net
Other75 148 
Total Other Current Assets$228 $306 
Other Current Liabilities
Accrued liabilities$246 $229 
Litigation related accruals64 73 
Operating lease liabilities71 81 
Restructuring liabilities
Income tax payable10 16 
Other taxes payable14 16 
Accrued interest10 
Other22 31 
Total Other Current Liabilities$443 $450 
Other Long-term Assets
Internal use software, net$181 $163 
Deferred contract costs, net(2)
73 76 
Product software, net93 72 
Cloud computing implementation costs, net33 
Other98 69 
Total Other Long-term Assets$453 $413 
Other Long-term Liabilities
Deferred payroll tax related to the CARES Act(1)
$— $24 
Income tax liabilities15 15 
Unearned income48 29 
Restructuring liabilities— 
Other32 35 
Total Other Long-term Liabilities$95 $108 
__________
(1)The CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 (and which the Company paid in December 2021) and the remainder due on December 31, 2022. As of December 31, 2021, the remaining portion of this liability is classified as current and is included in Accrued compensation and benefits costs.
(2)Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2021 and 2020 are expected to be amortized over a weighted average remaining life of approximately 12 and 11 years, respectively. See Note 2 – Revenue for more information.
XML 32 R20.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
The Company classifies its debt based on the contractual maturity dates of the underlying debt instruments. The Company defers costs associated with debt issuance over the applicable term. These costs are amortized as interest expense in the Consolidated Statements of Income (Loss).
 
Long-term debt was as follows:
December 31,
(in millions)
Weighted Average Interest Rates at December 31, 2021(1) 
20212020
2021 Term loan A due 20263.10 %$265 $— 
2021 Term loan B due 20285.00 %515 — 
2021 Senior notes due 20296.04 %520 — 
2021 Revolving credit facility maturing 20262.58 %100 — 
2016 Term loan A due 2022— 654 
2016 Term loan B due 2023— 816 
2016 Senior notes due 2024— 34 
Finance lease obligations5.01 %16 20 
Other3.98 %24 
Principal Debt Balance $1,440 $1,528 
Debt issuance costs and unamortized discounts(27)(18)
Less: current maturities (30)(90)
Total Long-term Debt$1,383 $1,420 
 ____________
(1)Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.

Scheduled principal payments due on long-term debt for the next five years are as follows:
20222023202420252026ThereafterTotal 
$30 $27 $24 $23 $327 $1,009 $1,440 

2016 Credit Facilities
On December 7, 2016, the Company entered into a senior secured credit agreement among the Company, its subsidiaries: Conduent Business Services, LLC (CBS), Affiliated Computer Services International B.V. and Conduent Finance, Inc. (CFI), the lenders party thereto and JP Morgan Chase Bank, N.A., as the administrative agent (2016 Credit Agreement). The 2016 Credit Agreement contains senior secured credit facilities (2016 Senior Credit Facilities) consisting of:
(i)    Senior Secured Term Loan A (2016 Term Loan A) with an aggregate principal amount of $700 million;
(ii)    Senior Secured Term Loan B (2016 Term Loan B) with an aggregate principal amount of $850 million; and
(iii)    Senior Revolving Credit Facility (2016 Revolving Credit Facility) with an aggregate available amount of $750 million including a sub-limit for up to $300 million available for the issuance of letters of credit.

During the first quarter of 2020, the Company borrowed $150 million of its $750 million 2016 Revolving Credit Facility, which was subsequently fully repaid in December 2020.

2016 Senior Notes

On December 7, 2016, the Company issued 10.5% senior secured note (2016 Senior Notes). The 2016 Senior Notes were jointly and severally guaranteed on a senior unsecured basis by the Company and each of the existing and future domestic subsidiaries of CFI or CBS that guaranteed the obligations under the 2016 Senior Credit Facilities.

Interest was payable semi-annually. The entire remaining $34 million outstanding principal amount of 2016 Senior Notes was redeemed on May 1, 2021. Additionally, the Company wrote-off debt issuance costs and discounts
related to the 2016 Senior Notes of $2 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021.

2021 Credit Facilities

On October 15, 2021, the Company refinanced its 2016 Senior Credit Facilities by entering into a new senior secured credit agreement among the Company, its subsidiaries CBS, Conduent State & Local Solutions, Inc. (CSLS) and Affiliated Computer Services International B.V., the lenders party thereto and Bank of America, N.A., as the administrative agent (2021 Credit Agreement). The 2021 Credit Agreement contains senior secured credit facilities (2021 Senior Credit Facilities) consisting of:

(i)    Senior Secured Term Loan A (2021 Term Loan A) with an aggregate principal amount of $265 million;
(ii)    Senior Secured Term Loan B (2021 Term Loan B) with an aggregate principal amount of $515 million; and
(iii)    Senior Revolving Credit Facility maturing 2026 (2021 Revolving Credit Facility) with an aggregate available amount of $550 million including a sub-limit for up to $300 million available for the issuance of letters of credit.

As of December 31, 2021, the Company has borrowed $100 million of its $550 million 2021 Revolving Credit Facility and utilized $20 million of its revolving credit facility capacity to issue letters of credit. The net amount available to be drawn upon under the 2021 Revolving Credit Facility as of December 31, 2021, was $430 million.

The 2021 Credit Agreement permits the Company to request incremental term loan borrowings and /or increase commitments, subject to certain limitations and satisfaction of certain conditions.

Borrowings under the 2021 Term Loan A, the 2021 Term Loan B and the 2021 Revolving Credit Facility bear interest, at the Issuers’ option, at a rate per annum equal to an applicable margin over a base rate or a Eurocurrency rate, depending on the type of loan. The applicable margin for the 2021 Term Loan A and the 2021 Revolving Credit Facility for Eurocurrency loans range from 1.75% to 2.75% per annum, depending on certain leverage ratios and for base rate loans range from 0.75% to 1.75% per annum. The margin at December 31, 2021 was 2.25%. The applicable margin for the 2021 Term Loan B for Eurocurrency loans is 4.25% per annum and for base rate loans is 3.25% per annum. The margin at December 31, 2021 was 4.25%. In addition to paying interest on outstanding principal under the 2021 Revolving Credit Facility, the Company is required to pay a commitment fee of 0.4% per annum to the lenders in respect of unutilized commitments thereunder. Under the terms of the 2021 Credit Agreement, in the event there is a benchmark transition, the Eurocurrency rate will reference the benchmark replacement rate as defined in the 2021 Credit Agreement. The Company does not anticipate this transition will have any material impact on its consolidated financial statements.

All obligations under the 2021 Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions). All obligations under the 2021 Credit Agreement are secured, subject to certain exceptions, by a first-priority pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor (which pledges, in the case of any foreign subsidiary, are limited to 65% of the capital stock of any first-tier foreign subsidiary).

The 2021 Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default. It requires the consolidated first lien net leverage ratio not to exceed 3.50 to 1.00. This covenant applies to the 2021 Term Loan A and 2021 Revolving Credit Facility. The covenant is tested on the last day of any fiscal quarter commencing with the first full fiscal quarter after the closing date. Therefore the first time the test will be performed is as of March 31, 2022.

2021 Senior Notes

Concurrent with the 2021 Credit Agreement, on October 15, 2021, CBS and CSLS (collectively, the Issuers) issued 6.00% fixed rate senior notes due 2029 (2021 Senior Notes). The 2021 Senior Notes are guaranteed on a senior secured basis by the Company and existing and future material direct and indirect wholly owned domestic subsidiaries of CBS that guaranteed the obligations under the 2021 Senior Credit Facilities.
Interest is payable semi-annually. Prior to November 1, 2024, the Issuers can redeem the 2021 Senior Notes, in whole or in part, at a price equal to the principal amount of the 2021 Senior Notes, plus a make-whole premium plus accrued and unpaid interest. The Issuers can redeem the 2021 Senior Notes, in whole or in part, at any time on or after November 1, 2024, at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, up to but excluding the redemption date. In addition, the Company may be required to make an offer to purchase the notes upon the sale of certain assets and upon a change of control. No 2021 Senior Notes were redeemed between October 15, 2021 and December 31, 2021.

Debt Issuance Costs and Discount

In connection with the refinancing, the Company recorded deferred discounts and debt issuance costs of $30 million. Additionally, the Company wrote-off debt issuance costs and discounts related to the 2016 Senior Credit Facilities of $13 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021.

Use of Proceeds

The net proceeds of the 2021 Senior Credit Facilities and the 2021 Senior Notes were used to refinance entirely the balance of borrowings outstanding under the 2016 Senior Credit Facilities on the Closing Date and to pay related fees and expenses.

Interest

Interest paid on short-term and long-term debt amounted to $40 million, $51 million, $69 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Interest expense and interest income were as follows:
Year Ended December 31,
(in millions)202120202019
Interest expense
$55 $60 $78 
Interest income(1)
 ____________
(1)Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).
XML 33 R21.htm IDEA: XBRL DOCUMENT v3.22.0.1
Financial Instruments
12 Months Ended
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments Financial Instruments
The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. The Company manages its exposure to these market risks through regular operating and financing activities and, when appropriate, using derivative financial instruments. These derivative financial instruments are utilized to hedge economic exposures, as well as to reduce earnings and cash flow volatility resulting from shifts in market rates. The Company enters limited types of derivative contracts to manage foreign currency exposures that it hedges. The primary foreign currency market exposures include the Philippine Peso and Indian Rupee. The fair market values of all the Company's derivative contracts change with fluctuations in interest rates or currency exchange rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are held solely as risk management tools and not for trading or speculative purposes. The related cash flow impacts of all derivative activities are reflected as cash flows from operating activities.

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

Summary of Foreign Exchange Hedging Positions

At December 31, 2021 and 2020, the Company had outstanding forward exchange with gross notional values of $150 million and $180 million, respectively. At December 31, 2021, approximately 73% of these contracts mature within three months, 10% in three to six months, 13% in six to twelve months and 4% in greater than 12 months.
 
The following is a summary of the primary hedging positions and corresponding fair values:
December 31, 2021December 31, 2020
(in millions)Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar$55 $(2)$53 $
Indian Rupee/U.S. Dollar47 52 
Euro/U.S. Dollar18 — 17 — 
Mexican Peso/U.S. Dollar— — — 
All Other30 — 56 — 
Total Foreign Exchange Hedging$150 $(1)$180 $
____________
(1)Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.
XML 34 R22.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value of Financial Assets and Liabilities
12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities Fair Value of Financial Assets and Liabilities
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:

Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities.

Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities.

Summary of Financial Assets and Liabilities Accounted for at Fair Value on a Recurring Basis

The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases was Level 2. 
(in millions)December 31, 2021December 31, 2020
Assets:
Foreign exchange contract - forward$$
Total Assets$$
Liabilities:
Foreign exchange contracts - forward$$— 
Total Liabilities$$— 

Summary of Other Financial Assets and Liabilities

The estimated fair values of other financial assets and liabilities were as follows:
 December 31, 2021December 31, 2020
(in millions)Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Liabilities:
Long-term debt$1,383 $1,374 $1,420 $1,378 

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

In January 2019, the Company completed the acquisition of Health Solutions Plus (HSP), a software provider of
healthcare payer administration solutions, for a total base consideration of $90 million and a maximum contingent
consideration payment of $8 million based on a cumulative achievement over 2 years. The fair value of the contingent consideration payable related to the HSP acquisition was measured using a Monte Carlo simulation model and calibrated to management’s financial projections of the acquired business. The value of the contingent consideration payable was then estimated to be the arithmetic average of all simulation paths, discounted to the valuation date (Level 3). During the third quarter of 2020, the contingent consideration payable was settled.

The fair value of Long-term debt was estimated based on the current rates offered to the Company for debt of similar maturities (Level 2).
XML 35 R23.htm IDEA: XBRL DOCUMENT v3.22.0.1
Employee Benefit Plans
12 Months Ended
Dec. 31, 2021
Retirement Benefits [Abstract]  
Employee Benefit Plans Employee Benefit Plans
Defined Benefit Plans

The Company's remaining benefit obligations and plan assets at December 31, 2021 were $16 million and $1 million, respectively. The Company's benefit obligations and plan assets at December 31, 2020 were $13 million and $2 million, respectively.

Defined Contribution Plans

The Company has post-retirement savings and investment plans in several countries, including the U.S., U.K. and Canada. In many instances, employees from those defined benefit pension plans that have been amended to freeze future service accruals were transitioned to an enhanced defined contribution plan. In these plans employees are allowed to contribute a portion of their salaries and bonuses to the plans, and the Company matches a portion of the employee contributions. Beginning in 2019, the Company suspended its match to the 401(k) plan for all U.S. salaried employees and extended the suspension to all U.S. hourly employees in the second quarter of 2020. However, the match was reinstated for all U.S. employees in November of 2020.
The Company recorded charges related to its defined contribution plans of $21 million in 2021, $6 million in 2020 and $9 million in 2019.
XML 36 R24.htm IDEA: XBRL DOCUMENT v3.22.0.1
Income Taxes
12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Loss before income taxes (pre-tax income (loss)) was as follows:
Year Ended December 31,
(in millions)202120202019
Domestic loss$(68)$(186)$(2,177)
Foreign income43 47 71 
Loss Before Income Taxes$(25)$(139)$(2,106)

 
Provision (benefit) for income taxes were as follows:
Year Ended December 31,
(in millions)202120202019
Federal Income Taxes
Current$$(22)$(3)
Deferred(23)(17)(170)
Foreign Income Taxes
Current15 18 47 
Deferred(4)(8)
State Income Taxes
Current
Deferred— (1)(43)
Total Provision (Benefit)$$(21)$(172)
A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as follows:
Year Ended December 31,
 202120202019
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Nondeductible expenses
(15.5)%(2.1)%(0.2)%
Change in valuation allowance for deferred tax assets(20.4)%0.6 %(1.2)%
State taxes, net of federal benefit(8.6)%(2.1)%1.8 %
Tax-exempt income, credits and incentives38.4 %5.1 %0.3 %
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)
(11.1)%(0.9)%(0.2)%
Divestitures
2.1 %— %0.2 %
Impairments(2)
(3.1)%— %(14.1)%
Unrecognized tax benefits0.8 %(1.2)%(0.3)%
Audit and other tax adjustments(22.9)%(5.3)%0.1 %
Excess tax benefits7.5 %— %— %
Other(3)
2.1 %— %0.8 %
Effective Income Tax Rate(9.7)%15.1 %8.2 %
 _______________
(1)    The “Foreign rate differential adjusted for U.S. taxation of foreign profits” includes the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries.
(2)    Impairment represents adjustments for impairment of an equity investment and the non-deductible component of goodwill.
(3)    In 2021, the "Other" line includes two reconciling items above 5% of the federal statutory rate. The impact to the effective rate is driven by the low pretax book income in 2021, and these items are otherwise immaterial. As such, the Company believes it is appropriate for these items to remain in “Other”.

On a consolidated basis, the Company paid $25 million, received a refund of $1 million and paid $46 million in combined income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2021, 2020 and 2019, respectively.

Unrecognized Tax Benefits and Audit Resolutions

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

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

As of December 31, 2021, the Company had $23 million of unrecognized tax benefits, of which $22 million, if recognized, would impact the Company's effective tax rate. Due to expected settlements, the Company estimates that $11 million of the total unrecognized tax benefits will reverse within the next twelve months.
A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:
(in millions)202120202019
Balance at January 1$23 $24 $20 
Additions related to current year— — 
Additions related to prior years positions
Reductions related to prior years positions(3)— (3)
Settlements with taxing authorities
— (4)(1)
Balance at December 31$23 $23 $24 


The Company maintains offsetting benefits from other jurisdictions of $12 million, $15 million and $16 million, at December 31, 2021, 2020 and 2019, respectively. The Company recognized interest and penalties accrued on unrecognized tax benefits within income tax expense. The Company had $12 million, $13 million and $14 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2021, 2020 and 2019, respectively. In the U.S., the Company is no longer subject to U.S. federal income tax examinations for years before 2017. With respect to major foreign jurisdictions, the years generally remain open back to 2005.

Deferred Income Taxes
 
The Company is indefinitely reinvested in the undistributed earnings of its foreign subsidiaries with respect to the U.S. These foreign subsidiaries have aggregate cumulative undistributed earnings of $307 million as of December 31, 2021. For years after 2017, the Tax Reform does allow for certain earnings to be repatriated free from U.S. Federal taxes. However, the repatriation of earnings could give rise to additional tax liabilities. The Company has also not provided for deferred taxes on outside basis differences in its investments in its foreign subsidiaries. A determination of the unrecognized deferred taxes related to these other components of our outside basis differences is not practicable. The Company has provided for deferred taxes with respect to certain unremitted earnings of foreign subsidiaries that are not indefinitely reinvested between foreign subsidiaries outside of the U.S.
The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows:
December 31,
(in millions)20212020
Deferred Tax Assets  
Net operating losses and capital loss carryforward$84 $96 
Operating reserves, accruals and deferrals49 57 
Deferred compensation
Settlement reserves18 17 
Operating lease liabilities63 68 
Tax credits42 42 
Other
Subtotal265 294 
Valuation allowance(82)(83)
Total$183 $211 
Deferred Tax Liabilities
Unearned income$— $27 
Intangibles and goodwill79 100 
Depreciation85 75 
Operating lease right-of-use assets56 57 
Other18 26 
Total$238 $285 
Total Deferred Tax Assets (Liabilities), Net$(55)$(74)

The deferred tax assets for the respective periods were assessed for recoverability and, where applicable, a valuation allowance was recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future. The net change in the total valuation allowance for the years ended December 31, 2021 and 2020 was a decrease of $1 million and an increase of $11 million, respectively. The valuation allowance relates primarily to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.

Although realization is not assured, we have concluded that it is more-likely-than-not that the deferred tax assets, for which a valuation allowance was determined to be unnecessary, will be realized in the ordinary course of operations based on the available positive and negative evidence, including scheduling of deferred tax liabilities and projected income from operating activities. The amount of the net deferred tax assets considered realizable, however, could be reduced in the near term if actual future income or income tax rates are lower than estimated, or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences.

At December 31, 2021, we had tax credit carryforwards of $42 million available to offset future income taxes, which will expire between 2027 and 2041, if not utilized. We also had net operating loss carryforwards for income tax purposes of $603 million that will expire between 2022 and 2041, if not utilized, and $143 million available to offset future taxable income indefinitely. We had $7 million of capital loss carryforwards for income tax purposes that will expire in 2024, if not utilized, and $12 million available to offset future capital gains income indefinitely.
XML 37 R25.htm IDEA: XBRL DOCUMENT v3.22.0.1
Commitment and Contingencies
12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Contingencies and Litigation Contingencies and Litigation
As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning a variety of matters, including: governmental entity contracting, servicing and procurement law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its view on estimated losses in consultation with outside counsel handling its defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. The Company believes it has recorded adequate provisions for any such matters as of December 31, 2021. Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be more than any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period.

Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's Consolidated Financial position or liquidity. As of December 31, 2021, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

Litigation Against the Company

Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: On March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with our statements and alleged omissions regarding our financial guidance and business and operations was filed against us, our former Chief Executive Officer, and our former Chief Financial Officer in the United States District Court for the District of New Jersey. The complaint seeks certification of a class of all persons who purchased or otherwise acquired our securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary damages, costs, and attorneys’ fees. We moved to dismiss the class action complaint in its entirety. In June 2020, the court denied the motion to dismiss and allowed the claims to proceed. We intend to defend the litigation vigorously. The Company maintains insurance that may cover any costs arising out of this litigation up to the insurance limits, and subject to meeting certain deductibles and to other terms and conditions thereof. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York. The lawsuit relates to the sale of a portion of Conduent Business Service, LLC’s (CBS) select standalone customer care call center business to plaintiffs, which sale closed in February 2019. Under the terms of the sale agreement, CBS received approximately $23 million of notes from plaintiffs (Notes). The lawsuit alleges various causes of action in connection with the acquisition, including: indemnification for breach of representation and warranty; indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. On August 20, 2020, Conduent filed a counterclaim against Skyview LLC (Skyview) seeking the outstanding balance on the Notes, the amounts owed for the Jamaica deferred closing, and other transition services agreement and late rent payment obligations. Conduent also moved to dismiss Skyview’s claims in 2020. In May 2021, the court denied the motion and allowed the claims to proceed. Conduent denies all of the plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims and it intends to defend the litigation vigorously. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.

Dennis Nasrawi v. Buck Consultants et al.: On October 8, 2009, plaintiffs filed a lawsuit in the Superior Court of California, Stanislaus County, and on November 24, 2009, the case was removed to the U.S. Court for the Eastern District of California, Fresno Division. Plaintiffs allege actuarial negligence against Buck Consultants, LLC (Buck), which was a wholly-owned subsidiary of Conduent, for the use of faulty actuarial assumptions in connection with the 2007 actuarial valuation for the Stanislaus County Employees Retirement Association (StanCERA). Plaintiffs allege that the employer contribution rate adopted by StanCERA based on Buck’s valuation was insufficient to fund the benefits promised by the County. On July 13, 2012, the Court entered its ruling that the plaintiffs lacked standing to sue in a representative capacity on behalf of all plan participants. The Court also ruled that plaintiffs had adequately pleaded their claim that Buck allegedly aided and abetted StanCERA in breaching its fiduciary duty. Plaintiffs then filed their Fifth Amended Complaint and added StanCERA to the litigation. Buck and StanCERA filed demurrers to the amended complaint. On September 13, 2012, the Court sustained both demurrers with prejudice, completely dismissing the matter and barring plaintiffs from refiling their claims. Plaintiffs appealed, and ultimately the California Court of Appeals (Sixth District) reversed the trial court’s ruling and remanded the case back to the trial court as to Buck only, and only with respect to plaintiff’s claim of aiding and abetting StanCERA in breaching its fiduciary duty. This case has been stayed pending the outcome of parallel litigation the plaintiffs are pursuing against StanCERA. The parallel litigation was tried before the bench in June 2018, and on January 24, 2019, the court found in favor of StanCERA, holding that it had not breached its fiduciary duty to plaintiffs. On April 26, 2019, plaintiffs in the parallel litigation filed an appeal. On December 8, 2021, the appellate court affirmed the trial court’s decision, and the judgment became final on January 7, 2022. Plaintiffs in the parallel litigation filed a petition for review to the California Supreme Court. Nasrawi remains stayed until the parallel litigation is finally concluded. Absent the court finding that StanCERA breached its fiduciary duty, plaintiffs’ claim against Buck for aiding and abetting said breach would not appear viable. Buck will continue to aggressively defend these lawsuits. In August 2018, Conduent sold Buck; however, the Company retained this liability after the sale. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.
Conduent Business Services, LLC v. Cognizant Business Services Corporation: On April 12, 2017, CBS filed a lawsuit against Cognizant Business Services Corporation (Cognizant) in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between CBS and Cognizant, as amended and supplemented (Contract). The Contract contains certain minimum purchase obligations by CBS through the date of expiration. The lawsuit alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly perform its obligations as subcontractor to CBS under CBS's contract with the New York Department of Health to provide Medicaid Management Information Systems. In the lawsuit, CBS seeks damages in excess of $150 million. During the first quarter of 2018, CBS provided notice to Cognizant that it was terminating the Contract for cause and recorded in the same period certain charges associated with the termination. CBS also alleges that it terminated the Contract for cause, because, among other things, Cognizant violated the Foreign Corrupt Practices Act. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the Contract and an alleged $25 million termination fee. Cognizant's second amended counterclaim increased Cognizant's damages to $89 million. CBS will continue to vigorously defend itself against the counterclaims, but the Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.

Other Matters:

Since 2014, Xerox Education Services, Inc. (XES) has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (Department) and the Consumer Financial Protection Bureau (CFPB) that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of one remaining state attorney general inquiry, the Company has resolved all investigations by the CFPB, several state agencies, the Department and the U.S. Department of Justice. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which XES serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES. Nor is the Company able to predict the likely outcome of these matters, should any such matter be commenced, or reasonably provide an estimate or range of estimates of any loss in excess of currently recorded reserves. The Company could, in future periods, incur judgments or enter into settlements to resolve these potential matters for amounts in excess of current reserves and there could be a material adverse effect on the Company's results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs.

Guarantees and Indemnifications

Indemnifications Provided as Part of Contracts and Agreements

Acquisitions/Divestitures:

The Company has indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of its divestiture agreements. In addition, the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants, including such matters as adequate title to assets sold, intellectual property rights and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications. Additionally, under certain of the Company's acquisition agreements, it has provided for additional consideration to be paid to the sellers if established financial targets are achieved within specific timeframes post-closing. The Company has recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from divestitures and contingent consideration provided for by acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows.
Other Agreements:

The Company is also party to the following types of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters:
Guarantees on behalf of the Company's subsidiaries with respect to real estate leases. These lease guarantees may remain in effect after the sale of the subsidiary.
Agreements to indemnify various service providers, trustees and bank agents from any third-party claims related to their performance on the Company's behalf, except for claims that result from the third-party's own willful misconduct or gross negligence.
Guarantees of the Company's performance in certain services contracts to its customers and indirectly the performance of third parties with whom the Company has subcontracted for their services. This includes indemnifications to customers for losses that may be sustained because of the Company's performance of services at a customer's location.

In each of these circumstances, payment is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract and such procedures also typically allow the Company to challenge the other party's claims. In the case of lease guarantees, the Company may contest the liabilities asserted under the lease. Further, obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments it made.

Intellectual Property Indemnifications

The Company does not own all of the software that it uses to run its business. Instead, the Company licenses this software from a small number of primary vendors. The Company indemnifies certain software providers against claims that may arise as a result of the Company's use or its subsidiaries', customers' or resellers' use of their software in the Company's services and solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the procedures required in the services contract.

Indemnification of Officers and Directors

The Company's corporate by-laws require that, except to the extent expressly prohibited by law, the Company must indemnify its officers and directors against judgments, fines, penalties and amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with civil or criminal action or proceedings or any appeal, as it relates to their services to the Company and its subsidiaries. Although the by-laws provide no limit on the amount of indemnification, the Company may have recourse against its insurance carriers for certain payments made by the Company. However, certain indemnification payments may not be covered under the Company's directors' and officers' insurance coverage. The Company also indemnifies certain fiduciaries of its employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the Company. Finally, in connection with the Company's acquisition of businesses, it may become contractually obligated to indemnify certain former and current directors, officers and employees of those businesses in accordance with pre-acquisition by-laws or indemnification agreements or applicable state law.

Other Contingencies

Certain contracts, primarily in the Company's Government Services and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2021, the Company had $560 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $109 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations. In general, the Company would only be liable for these guarantees in the event of default in the Company's performance of its obligations under each contract. The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements to allow it to respond to future requests for proposals that require such credit support.
XML 38 R26.htm IDEA: XBRL DOCUMENT v3.22.0.1
Preferred Stock
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Preferred Stock Preferred Stock
Series A Preferred Stock

In connection with the December 31, 2016 separation from the Company's former parent company (Separation), the Company issued 120,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation preference of $120 million and an initial fair value of $142 million. The Series A convertible preferred stock pays quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of the Series A convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $22.25 per share of common stock), subject to customary anti-dilution adjustments.

If the closing price of the Company's common stock exceeds 137% of the initial conversion price for 20 out of 30 trading days, the Company has the right to cause any or all of the Series A convertible preferred stock to be converted into shares of common stock at the then applicable conversion rate. The Series A convertible preferred stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus an additional number of shares determined by reference to the price paid for the Company's common stock upon such change in control. In addition, upon the occurrence of certain fundamental change events, including a change in control or the delisting of Conduent's common stock, the holder of Series A convertible preferred stock has the right to require the Company to redeem any or all of the Series A convertible preferred stock in cash at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends to, but not including, the redemption date. As a result of the contingent redemption feature, the Series A convertible preferred stock is classified as temporary equity and reflected separately from permanent equity in the Consolidated Balance Sheets.
XML 39 R27.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity
12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders’ Equity
Preferred Stock

As of December 31, 2021, the Company had one class of preferred stock outstanding. Refer to Note 17 – Preferred Stock for further information. The Company is authorized to issue approximately 100 million shares of convertible preferred stock at $0.01 par value per share.

Common Stock

The Company has 1 billion authorized shares of common stock at $0.01 par value per share. At December 31, 2021, 28.9 million shares were reserved for issuance under the Company's incentive compensation plans and 5.4 million shares were reserved for conversion of the Series A convertible preferred stock.

Stock Compensation Plans

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

Stock-based compensation expense was as follows:
Year Ended December 31,
(in millions)202120202019
Stock-based compensation expense, pre-tax$21 $20 $24 
Income tax benefit recognized in earnings— 

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

In 2021, the Company issued 329 thousand Deferred Stock Units (DSU) to non-employee members of the Board of Directors. DSU awards typically vest in accordance with certain service conditions.

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

PSUs that vest contingent upon its achievement of certain specified financial performance criteria over a three-year period. If the three-year actual results exceed the stated targets, then the plan participants have the potential to earn additional shares of common stock, which cannot exceed 50% of the original grant. The fair value of these PSUs is based upon the market price of Conduent's common stock on the date of the grant. Compensation expense is recognized over the vesting period, which is two years and nine months from the date of grant, based on management's estimate of the number of shares expected to vest. If the stated targets are not met, any recognized compensation cost would be reversed.
PSUs that vest contingent upon the increase of Conduent’s stock price to certain levels over a two year and nine-month period from the date of grant. These PSUs also have a service requirement that must be met for them to vest. The fair value of these PSUs is based upon a Monte Carlo simulation. Compensation expense is recognized over the vesting period based on management's estimate of the number of shares expected to vest.
Summary of Stock-based Compensation Activity
 202120202019
(shares in thousands)SharesWeighted
Average Grant
Date Fair
Value
SharesWeighted
Average Grant
Date Fair
Value
SharesWeighted
Average Grant
Date Fair
Value
Restricted Stock Units / Shares
Outstanding at January 15,620 $3.49 1,741 $13.07 2,399 $16.90 
Granted2,677 6.65 7,778 2.25 2,503 12.57 
Vested(3,117)4.69 (2,816)4.99 (2,135)15.54 
Canceled(1,388)3.96 (1,083)6.11 (1,026)15.68 
Outstanding at December 313,792 4.57 5,620 3.49 1,741 13.07 
Performance Stock Units / Shares
Outstanding at January 15,453 $3.83 3,597 $16.17 4,557 $16.76 
Granted1,545 6.54 7,010 1.37 1,229 13.35 
Vested(1,945)3.37 (3,163)7.33 (1,069)15.64 
Canceled(1,444)5.13 (1,991)11.91 (1,120)16.00 
Outstanding at December 313,609 4.71 5,453 3.83 3,597 16.17 

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2021 was as follows (in millions):
AwardsUnrecognized CompensationRemaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares$11 1.7
Performance Stock Units / Shares1.4
Total$15 

The aggregate intrinsic value of outstanding RSUs and PSUs awards were as follows (in millions):
AwardsDecember 31, 2021
Restricted Stock Units / Shares$20 
Performance Stock Units / Shares19 

The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards were as follows:
(in millions)December 31, 2021December 31, 2020December 31, 2019
AwardsTotal Intrinsic ValueCash ReceivedTax BenefitTotal Intrinsic ValueCash ReceivedTax BenefitTotal Intrinsic ValueCash ReceivedTax Benefit
Restricted Stock Units / Shares$17 $— $$13 $— $$17 $— $
Performance Stock Units / Shares11 — 14 — 11 — 
XML 40 R28.htm IDEA: XBRL DOCUMENT v3.22.0.1
Other Comprehensive Income (Loss)
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Comprehensive Income (Loss) Note Other Comprehensive Income (Loss)
Other Comprehensive Income (Loss) is comprised of the following:
Year Ended December 31,
 202120202019
(in millions)Pre-taxNet of TaxPre-taxNet of TaxPre-taxNet of Tax
Currency Translation
Currency translation adjustments, net$(31)$(31)$$$$
Reclassification of currency translation adjustments on divestitures— — — — 15 15 
Translation adjustments gains (losses)$(31)$(31)$$$18 $18 
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)$(1)$(1)$— $— $$
Changes in cash flow hedges reclassed to earnings(1)
— — — — (1)— 
Net Unrealized Gains (Losses)$(1)$(1)$— $— $— $
Defined Benefit Plans Gains (Losses)
Reclassification of divested benefit plans and other$— $— $— $— $$(1)
Net actuarial/prior service gains (losses)— — 
Changes in Defined Benefit Plans Gains (Losses)$$$$$$(1)
Other Comprehensive Income (Loss)$(31)$(31)$$$19 $18 
____________________________

(1)Reclassified to Cost of services - refer to Note 12 – Financial Instruments for additional information regarding our cash flow hedges.
Accumulated Other Comprehensive Loss (AOCL)

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

(in millions)Currency Translation AdjustmentsGains (Losses) on Cash Flow HedgesDefined Benefit Pension ItemsTotal
Balance at December 31, 2018$(426)$$(1)$(425)
Other comprehensive income (loss) before reclassifications— 
Amounts reclassified from accumulated other comprehensive loss15 — (1)14 
Net current period other comprehensive income (loss)18 (1)18 
Balance at December 31, 2019$(408)$$(2)$(407)
Other comprehensive income (loss) before reclassifications— 
Amounts reclassified from accumulated other comprehensive loss— — — — 
Net current period other comprehensive income (loss)— 
Balance at December 31, 2020$(400)$$(1)$(398)
Other comprehensive income (loss) before reclassifications(31)(1)(31)
Amounts reclassified from accumulated other comprehensive loss— — — — 
Net current period other comprehensive income (loss)(31)(1)(31)
Balance at December 31, 2021$(431)$$— $(429)
__________
(1)All amounts are net of tax. Tax effects were immaterial.
XML 41 R29.htm IDEA: XBRL DOCUMENT v3.22.0.1
Earnings per Share
12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Earnings per Share Earnings (Loss) per Share
We did not declare any common stock dividends in the periods presented.
The following table sets forth the computation of basic and diluted loss per share of common stock:
 Year Ended December 31,
(in millions, except per share data. Shares in thousands)202120202019
Net Earnings (Loss) per Share:
Net Income (Loss)$(28)$(118)$(1,934)
Dividend - Preferred Stock(10)(10)(10)
Adjusted Net Income (Loss) Available to Common Shareholders$(38)$(128)$(1,944)
Weighted Average Common Shares Outstanding - Basic212,719 210,018 209,318 
Common Shares Issuable with Respect to:
Restricted Stock And Performance Units / Shares000
Weighted Average Common Shares Outstanding - Diluted212,719 210,018 209,318 
Net Earnings (Loss) per Share:
Basic$(0.18)$(0.61)$(9.29)
Diluted$(0.18)$(0.61)$(9.29)
The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands):
Restricted stock and performance shares/units8,210 12,286 8,943 
Convertible preferred stock5,393 5,393 5,393 
Total Anti-Dilutive and Contingently Issuable Securities13,603 17,679 14,336 
XML 42 R30.htm IDEA: XBRL DOCUMENT v3.22.0.1
Related Party Transactions
12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block] Related Party Transactions
During the third quarter of 2019, Carl C. Icahn and his affiliates (shareholders) increased their ownership interest in the Company. In the normal course of business, the Company provides services to, and purchases from, certain related parties with the same shareholders. The services provided to these entities included those related to human resources, end-user support and other services and solutions. The purchases from these entities included office equipment and related services and supplies. Revenue and purchases from these entities were included in Revenue and Costs of services or Selling, general and administrative, respectively, on the Company's Consolidated Statements of Income (Loss).

Transactions with related parties were as follows:
Year Ended December 31,
 (in millions)202120202019
Revenue from related parties$16 $24 $33 
Purchases from related parties$28 $36 $46 

The Company's receivable and payable balances with related party entities were not material as of December 31, 2021 and 2020.
XML 43 R31.htm IDEA: XBRL DOCUMENT v3.22.0.1
Subsequent Events
12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On February 8, 2022, the Company completed the sale of the Midas Suite of patient safety, quality and advanced analytics solutions. At closing, the Buyer paid the Company $321 million in cash, which is subject to settlement of customary post-closing adjustments. The revenue from this business was $70 million and $72 million for the years ended December 31, 2021 and 2020, respectively.

On February 11, 2022, the Company repaid $100 million of outstanding borrowings, plus accrued interest thereon, under the 2021 Revolving Credit Facility.
XML 44 R32.htm IDEA: XBRL DOCUMENT v3.22.0.1
Schedule II Valuation and Qualifying Accounts
12 Months Ended
Dec. 31, 2021
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Valuation and Qualifying Accounts
Valuation and Qualifying Accounts

For the three years ended December 31, 2021
(in millions) Balance
at beginning
of period 
Additions
charged to
expense(1)(4)
Amounts (credited) charged to other income statement accounts (2) 
Deductions and other, net of recoveries (3)(4) 
Balance
at end
of period 
Allowance for Credit Losses:     
2021Accounts Receivable$$$— $(3)$— 
2020Accounts Receivable— (1)
2019Accounts Receivable— (2)
Tax Valuation Allowance:
2021Tax Valuation83 10 — (11)82 
2020Tax Valuation72 17 — (6)83 
2019Tax Valuation44 38 — (10)72 
 __________
(1)Account Receivables/Contract Assets: additions charged to expense represent bad debt provisions relate to estimated losses due to credit and similar collectability issues.
(2)Account Receivables: Other charges (credits) relate to adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations.
(3)Account Receivables/Contract Assets: Deductions and other, net of recoveries primarily relates to receivable and contract asset write-offs, but also includes reclassification to other balance sheet accounts, the impact of foreign currency translation adjustments and recoveries of previously written off receivables and contract assets.
(4)Tax Valuation: tax valuation allowance are primarily related to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.
XML 45 R33.htm IDEA: XBRL DOCUMENT v3.22.0.1
Organization, Consolidation and Presentation of Financial Statements (Policies)
12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Consolidation
Description of Business

As one of the largest business process services companies in the world, Conduent delivers mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through people, process, expertise in transaction-intensive processing and technology such as analytics and automation, Conduent's services and solutions create value by improving efficiencies, reducing costs and enabling revenue growth. A majority of Fortune 100 companies and over 500
government entities depend on Conduent every day to manage their business processes and essential interactions with their end-users. The Company's portfolio includes industry-focused solutions in attractive growth markets such as healthcare and transportation, as well as solutions that serve multiple industries such as transaction processing, customer care, human resource solutions and payment services.

Basis of Presentation

The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated.

The Company has evaluated subsequent events through February 23, 2022.
Conduent Incorporated is a New York corporation, organized in 2016. Its common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ Global Select Market (NASDAQ), where it remains listed under the ticker "CNDT".
Use of Estimates
Use of Estimates

The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

As of December 31, 2021, the impact of the COVID-19 pandemic, the mitigating impact of the rollout of a vaccine for it and fluctuating cases of new variants of the virus continue to unfold. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future.
New Accounting Pronouncements
New Accounting Standards

The Company has considered all recent accounting standards issued, but not yet effective, and does not expect any to have a material impact on the Company's Consolidated Financial Statements.

Recently Adopted Accounting Standards

Reference Rate Reform: In March 2020, the Financial Accounting Standards Board (FASB) issued updated guidance relating to the accounting for the discontinuation of the London Inter-bank Offered Rate (LIBOR), referred to as reference rate reform. This guidance provides optional practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. This guidance is applicable to contract modifications that replace a reference LIBOR rate affected by reference rate reform. The amendments may be applied through December 31, 2022. The Company adopted the reference rate reform guidance on a retrospective basis as of January 1, 2021. The adoption did not have a material impact on the Company’s Consolidated Financial Statements.

Income Taxes: In December 2019, the FASB issued final guidance that simplified the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. This final guidance was effective for fiscal years beginning January 1, 2021. The Company adopted the final income taxes guidance as of January 1, 2021. The adoption did not have a material impact on the Company's Consolidated Financial Statements.

The American Rescue Plan Act, which became law in March 2021, added a new subsection to Section 162(m) of the Internal Revenue Code to expand the application of Section 162(m) to an additional five most highly compensated individuals. The expansion of Section 162(m) coverage is effective for tax years beginning after December 31, 2026. This expansion does not have an impact in the current year. The Company will monitor any potential impacts going forward.
Cash and Cash Equivalents Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less.
Receivable Sales
Receivable Sales

In 2021, 2020 and 2019, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales.
Land, Buildings and Equipment and Equipment on Operating Leases
Land, Buildings and Equipment

Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life. Significant improvements are capitalized and maintenance and repairs are expensed when incurred.
Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further discussion.
Software - Internal Use and Product
Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities.

Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred.

Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.
Capitalization of Internal Costs
Internal Use and Product Software

Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities.

Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred.

Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.
cloud computing policy
Cloud Computing Arrangements

The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss).

In the fourth quarter of 2021, the Company wrote-off approximately $28 million of previously capitalized implementation costs. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.
Lessee, Leases
Leases
The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in the Company's Consolidated Balance Sheets.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases.

Refer to Note 7 – Leases for further information.
Goodwill and Other Intangible Assets
Goodwill

For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged.

The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. The Company determined the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.

Other Intangible Assets

Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified.
Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.
Impairment or Disposal of Long-Lived Assets, Policy Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows.
Income Tax
Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates.

The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.

The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2021.

Refer to Note 15 – Income Taxes for further discussion.
Foreign Currency Transactions and Re-measurement
Foreign Currency Translation and Re-measurement

The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss.

The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within Other (income) expenses, net together with other foreign currency re-measurements.
Revenue from Contract with Customer
Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under
a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation.

Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus a reasonable margin.

The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for implementation or development projects, the Company also uses a cost-to-cost based input method. The Company has determined that the above methods provide a faithful depiction of the transfer of services to the customer.

Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase additional services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for when the customer exercises its option to purchase additional goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-line basis over the period between the initiation of the services through the end of the contract term.

When more than one party is involved in providing services to a customer, the Company evaluates whether it is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers the following: if it obtains control of the specified services before they are transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in establishing price.

The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are sales tax and value-added tax (VAT).

The Company's payment terms vary by type of services offered. The time between invoicing and when payment is due is not significant. For certain services and customer types, the Company requires payment before services are rendered.

From time to time, the Company's contracts are modified to account for additions or changes to existing performance obligations. The Company's contract modifications related to stand-ready performance obligations are generally accounted for prospectively.
Refer to Note 2 – Revenue for further discussion
Transfers and Servicing of Financial Assets, Transfers of Financial Assets, Sales
Receivable Sales

In 2021, 2020 and 2019, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales.
Assets Held-for-Sale
Assets/Liabilities Held for Sale

The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.

The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of Solutions to Symplr Software, Inc. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. As of December 31, 2021, the Company determined that this business met the conditions discussed above to be classified as held for sale.
Refer to Note 4 – Assets/Liabilities Held for Sale and Divestiture for further discussion.
XML 46 R34.htm IDEA: XBRL DOCUMENT v3.22.0.1
Revenue from Contract with Customer (Tables)
12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue by Major Service Line
The following table provides information about disaggregated revenue by major service offering, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 3 – Segment Reporting for additional information on the Company's reportable segments.
Year Ended December 31,
(in millions)202120202019
Commercial Industries:
Customer experience management$629 $648 $669 
Business operations solutions567 566 632 
Commercial healthcare solutions435 431 482 
Human resource and learning services445 518 602 
Total Commercial Industries2,076 2,163 2,385 
Government Services:
Government healthcare solutions576 603 675 
Government services solutions742 678 588 
Total Government Services1,318 1,281 1,263 
Transportation:
Roadway charging & management services327 318 327 
Transit solutions262 248 254 
Curbside management solutions82 72 107 
Public safety solutions67 73 83 
Commercial vehicles10 
Total Transportation746 719 781 
Other:
Divestitures— — 36 
Education— — 
Total Other— — 38 
Total Consolidated Revenue$4,140 $4,163 $4,467 
Timing of Revenue Recognition:
Point in time$111 $110 $144 
Over time4,029 4,053 4,323 
Total Revenue$4,140 $4,163 $4,467 
Contract Assets, Unearned Income and Accounts Receivable
The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers:
(in millions)December 31, 2021December 31, 2020
Contract Assets (Unearned Income)
Current contract assets$154 $151 
Long-term contract assets(1)
13 
Current unearned income(82)(133)
Long-term unearned income(2)
(48)(29)
Net Contract Assets$32 $
Accounts receivable, net$699 $670 
__________
(1)Presented in Other long-term assets in the Consolidated Balance Sheets
(2)Presented in Other long-term liabilities in the Consolidated Balance Sheets
XML 47 R35.htm IDEA: XBRL DOCUMENT v3.22.0.1
Segment Reporting (Tables)
12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Operating segment revenues and profitability
Selected financial information for our reportable segments was as follows:
Year Ended December 31,
(in millions)Commercial IndustriesGovernment ServicesTransportationOtherUnallocated CostsTotal
2021DivestituresOther
Revenue$2,076 $1,318 $746 $— $— $— $4,140 
Segment profit (loss)$137 $412 $75 $— $$(388)$237 
2020
Revenue$2,163 $1,281 $719 $— $— $— $4,163 
Segment profit (loss)$150 $372 $82 $— $$(348)$265 
2019
Revenue$2,385 $1,263 $781 $36 $$— $4,467 
Segment profit (loss)$270 $279 $69 $$(1)$(345)$273 
Reconciliation to pre-tax income (loss)
The following is a reconciliation of segment profit (loss) to income (loss) before income taxes:
(in millions)Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)202120202019
Loss Before Income Taxes$(25)$(139)$(2,106)
Reconciling items:
Amortization of acquired intangible assets135 239 246 
Restructuring and related costs45 67 71 
Interest expense55 60 78 
Loss on extinguishment of debt15 — — 
Goodwill impairment— — 1,952 
Loss on divestitures and transaction costs17 25 
Litigation costs, net20 17 
Other (income) expenses, net(10)
Segment Profit (Loss)$237 $265 $273 
Revenue and long-lived assets by geography
Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is as follows for each of the years ended December 31:
 Revenues
Long-Lived Assets (1)
(in millions)20212020201920212020
United States$3,712 $3,748 $4,000 $651 $628 
Europe368 357 386 39 44 
Other areas60 58 81 96 114 
Total Revenues and Long-Lived Assets$4,140 $4,163 $4,467 $786 $786 
__________
(1)Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv) Operating lease right-of-use assets.
XML 48 R36.htm IDEA: XBRL DOCUMENT v3.22.0.1
Land, Buildings, Equipment and Software, Net (Tables)
12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Land, buildings and equipment, net Land, buildings and equipment, net was as follows:
Estimated Useful LivesDecember 31,
(in millions except as noted)(Years)20212020
Land$$
Building and building equipment25 to 50
Leasehold improvementsVaries250 268 
IT, other equipment and office furniture3 to 15883 869 
Other4 to 20
Construction in progress49 35 
Subtotal1,193 1,182 
Accumulated depreciation(912)(877)
Land, Buildings and Equipment, Net$281 $305 
Land, Buildings and Equipment Depreciation Expense Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $116 million, $125 million and $123 million, respectively.
Additions to Internal Use and Product Software Additions to Internal use and Product software as well as year-end balances for these assets were as follows:
(in millions)Year Ended December 31,
Additions to:202120202019
Internal use software$65 $63 $70 
Product software45 36 
Capitalized Costs, Internal Use and Product Software
December 31,
(in millions)20212020
Internal use software, at cost$563 $524 
Accumulated amortization(382)(361)
Internal use software, net
$181 $163 
Product software, at cost$171 $144 
Accumulated amortization(78)(72)
Product software, net
$93 $72 
capitalized cloud computing costs Additions to Cloud computing implementation costs as well as year-end balances for these assets were as follows:
(in millions)Year Ended December 31,
Additions to:202120202019
Cloud computing implementation costs $$$39 
(in millions)December 31,
Capitalized Costs, Net20212020
Cloud computing implementation costs, at cost
$53 $47 
Impairment charges(28)— 
Accumulated amortization(11)(6)
Cloud computing implementation costs, net(1)
$14 $41 
__________
(1)Refer to Note 10 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.
XML 49 R37.htm IDEA: XBRL DOCUMENT v3.22.0.1
Leases, Codification Topic 842 (Tables)
12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Lease, Cost
The components of lease costs were as follows:
Year Ended December 31,
(in millions)202120202019
Finance Lease Costs:
Amortization of right of use assets$10 $$10 
Interest on lease liabilities
Total Finance Lease Costs$11 $$11 
Operating lease costs:
Base rent$85 $95 $112 
Short-term lease costs12 
Variable lease costs(1)
23 26 30 
Sublease income(1)(3)(7)
Total Operating Lease Costs$111 $123 $147 
__________
(1)Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.
Lessee, Operating Lease, Disclosure
Supplemental cash flow information related to leases was as follows:
Year Ended December 31,
(in millions)202120202019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$99 $117 $137 
Operating cash flows from finance leases
Total Cash Flow from Operating Activities$100 $118 $138 
Financing cash flow from finance leases$$11 $11 
Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases$68 $73 $32 
Finance leases$$14 $
Supplemental balance sheet information related to leases was as follows:
December 31,
(in millions)20212020
Operating lease assets:
Operating lease right-of-use assets$231 $246 
Operating lease liabilities:
Other current liabilities$71 $81 
Operating lease liabilities184 207 
Total Operating Lease Liabilities$255 $288 
Finance lease assets:
Land, buildings and equipment, net$17 $19 
Finance lease liabilities:
Current portion of long-term debt$$
Long-term debt12 
Total Finance Lease Liabilities$16 $20 
The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2021 and 2020 were as follows:
December 31, 2021December 31, 2020
Operating LeasesFinance LeasesOperating LeasesFinance Leases
Weighted average discount rates5.8 %5.0 %6.1 %5.3 %
Weighted average remaining lease term (in years)5353
Lessee, Operating Lease, Liability, Maturity
Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:
December 31, 2021
(in millions)Operating Lease PaymentsFinance Lease
Payments
2022$84 $
202360 
202447 
202537 
202628 — 
Thereafter36 — 
Total undiscounted lease payments292 17 
Less imputed interest37 
Present value of lease liabilities$255 $16 

As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.
Finance Lease, Liability, Maturity
Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:
December 31, 2021
(in millions)Operating Lease PaymentsFinance Lease
Payments
2022$84 $
202360 
202447 
202537 
202628 — 
Thereafter36 — 
Total undiscounted lease payments292 17 
Less imputed interest37 
Present value of lease liabilities$255 $16 

As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.
XML 50 R38.htm IDEA: XBRL DOCUMENT v3.22.0.1
Goodwill and Intangible Assets, Net (Tables)
12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The following table presents the changes in the carrying amount of goodwill, by reportable segment:
(in millions)Commercial IndustriesGovernment ServicesTransportationTotal
Balance at December 31, 2019$821 $621 $60 $1,502 
Foreign currency translation16 26 
Balance at December 31, 2020$837 $623 $68 $1,528 
Foreign currency translation(14)(6)(7)(27)
Assets Held For Sale(162)— — (162)
Balance at December 31, 2021$661 $617 $61 $1,339 
Gross goodwill$2,214 $1,371 $641 $4,226 
Accumulated impairment(1,553)(754)(580)(2,887)
Balance at December 31, 2021$661 $617 $61 $1,339 
Schedule of Finite-Lived Intangible Assets by Major Class Intangible assets were comprised exclusively of Customer relationships as follows:
 December 31, 2021December 31, 2020
(in millions except years)Weighted Average
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Total Intangible Assets12 years$1,658 $1,606 $52 $2,890 $2,703 $187 
A
XML 51 R39.htm IDEA: XBRL DOCUMENT v3.22.0.1
Restructuring and Asset Impairment Charges (Tables)
12 Months Ended
Dec. 31, 2021
Restructuring and Related Activities [Abstract]  
Restructuring Program Activity
A summary of the Company's restructuring program activity during the two years ended December 31, 2021 is as follows:
(in millions)Severance and Related CostsTermination and Other CostsAsset ImpairmentsTotal
Balance at December 31, 2019$15 $$— $21 
Provision13 27 15 55 
Changes in estimates— 
Total Net Current Period Charges(1)
14 30 15 59 
Charges against reserve and currency(26)(33)(15)(74)
Balance at December 31, 2020$$$— $
Provision27 44 
Changes in estimates— (3)— (3)
Total Net Current Period Charges(1)
24 41 
Charges against reserve and currency(6)(26)(9)(41)
Balance at December 30, 2021$$$— $
Total Costs Incurred with Restructuring Programs, by Segment The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segments:
 Year Ended December 31,
(in millions)202120202019
Commercial Industries$$11 $24 
Government Services
Transportation
Unallocated Costs35 45 40 
Total Net Restructuring Charges$41 $59 $67 
XML 52 R40.htm IDEA: XBRL DOCUMENT v3.22.0.1
Supplementary Financial Information (Tables)
12 Months Ended
Dec. 31, 2021
Supplemental Financial Information [Abstract]  
Supplemental Financial Information Table
The components of Other assets and liabilities were as follows:
December 31,
(in millions)20212020
Other Current Assets
Prepaid expenses$84 $73 
Income taxes receivable46 48 
Value-added tax (VAT) receivable12 21 
Restricted cash
Cloud computing implementation costs, net
Other75 148 
Total Other Current Assets$228 $306 
Other Current Liabilities
Accrued liabilities$246 $229 
Litigation related accruals64 73 
Operating lease liabilities71 81 
Restructuring liabilities
Income tax payable10 16 
Other taxes payable14 16 
Accrued interest10 
Other22 31 
Total Other Current Liabilities$443 $450 
Other Long-term Assets
Internal use software, net$181 $163 
Deferred contract costs, net(2)
73 76 
Product software, net93 72 
Cloud computing implementation costs, net33 
Other98 69 
Total Other Long-term Assets$453 $413 
Other Long-term Liabilities
Deferred payroll tax related to the CARES Act(1)
$— $24 
Income tax liabilities15 15 
Unearned income48 29 
Restructuring liabilities— 
Other32 35 
Total Other Long-term Liabilities$95 $108 
__________
(1)The CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 (and which the Company paid in December 2021) and the remainder due on December 31, 2022. As of December 31, 2021, the remaining portion of this liability is classified as current and is included in Accrued compensation and benefits costs.
(2)Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2021 and 2020 are expected to be amortized over a weighted average remaining life of approximately 12 and 11 years, respectively. See Note 2 – Revenue for more information.
XML 53 R41.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt (Tables)
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Long-term debt was as follows:
December 31,
(in millions)
Weighted Average Interest Rates at December 31, 2021(1) 
20212020
2021 Term loan A due 20263.10 %$265 $— 
2021 Term loan B due 20285.00 %515 — 
2021 Senior notes due 20296.04 %520 — 
2021 Revolving credit facility maturing 20262.58 %100 — 
2016 Term loan A due 2022— 654 
2016 Term loan B due 2023— 816 
2016 Senior notes due 2024— 34 
Finance lease obligations5.01 %16 20 
Other3.98 %24 
Principal Debt Balance $1,440 $1,528 
Debt issuance costs and unamortized discounts(27)(18)
Less: current maturities (30)(90)
Total Long-term Debt$1,383 $1,420 
 ____________
(1)Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.
Schedule of Maturities of Long-term Debt Scheduled principal payments due on long-term debt for the next five years are as follows:
20222023202420252026ThereafterTotal 
$30 $27 $24 $23 $327 $1,009 $1,440 
Schedule Of Interest Expense And Interest Income
Interest expense and interest income were as follows:
Year Ended December 31,
(in millions)202120202019
Interest expense
$55 $60 $78 
Interest income(1)
 ____________
(1)Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).
XML 54 R42.htm IDEA: XBRL DOCUMENT v3.22.0.1
Financial Instruments (Tables)
12 Months Ended
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of a Summary of Foreign Exchange Contracts Gross Notional Values
The following is a summary of the primary hedging positions and corresponding fair values:
December 31, 2021December 31, 2020
(in millions)Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar$55 $(2)$53 $
Indian Rupee/U.S. Dollar47 52 
Euro/U.S. Dollar18 — 17 — 
Mexican Peso/U.S. Dollar— — — 
All Other30 — 56 — 
Total Foreign Exchange Hedging$150 $(1)$180 $
____________
(1)Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.
XML 55 R43.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value of Financial Assets and Liabilities (Tables)
12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Schedule of Fair Value of Financial Assets and Liabilities
The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases was Level 2. 
(in millions)December 31, 2021December 31, 2020
Assets:
Foreign exchange contract - forward$$
Total Assets$$
Liabilities:
Foreign exchange contracts - forward$$— 
Total Liabilities$$— 
Schedule of Estimated Fair Values of Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
The estimated fair values of other financial assets and liabilities were as follows:
 December 31, 2021December 31, 2020
(in millions)Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Liabilities:
Long-term debt$1,383 $1,374 $1,420 $1,378 
XML 56 R44.htm IDEA: XBRL DOCUMENT v3.22.0.1
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
Loss before income taxes (pre-tax income (loss)) was as follows:
Year Ended December 31,
(in millions)202120202019
Domestic loss$(68)$(186)$(2,177)
Foreign income43 47 71 
Loss Before Income Taxes$(25)$(139)$(2,106)
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as follows:
Year Ended December 31,
 202120202019
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Nondeductible expenses
(15.5)%(2.1)%(0.2)%
Change in valuation allowance for deferred tax assets(20.4)%0.6 %(1.2)%
State taxes, net of federal benefit(8.6)%(2.1)%1.8 %
Tax-exempt income, credits and incentives38.4 %5.1 %0.3 %
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)
(11.1)%(0.9)%(0.2)%
Divestitures
2.1 %— %0.2 %
Impairments(2)
(3.1)%— %(14.1)%
Unrecognized tax benefits0.8 %(1.2)%(0.3)%
Audit and other tax adjustments(22.9)%(5.3)%0.1 %
Excess tax benefits7.5 %— %— %
Other(3)
2.1 %— %0.8 %
Effective Income Tax Rate(9.7)%15.1 %8.2 %
 _______________
(1)    The “Foreign rate differential adjusted for U.S. taxation of foreign profits” includes the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries.
(2)    Impairment represents adjustments for impairment of an equity investment and the non-deductible component of goodwill.
(3)    In 2021, the "Other" line includes two reconciling items above 5% of the federal statutory rate. The impact to the effective rate is driven by the low pretax book income in 2021, and these items are otherwise immaterial. As such, the Company believes it is appropriate for these items to remain in “Other”.
Summary of Income Tax Contingencies
A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:
(in millions)202120202019
Balance at January 1$23 $24 $20 
Additions related to current year— — 
Additions related to prior years positions
Reductions related to prior years positions(3)— (3)
Settlements with taxing authorities
— (4)(1)
Balance at December 31$23 $23 $24 
Schedule of Deferred Tax Assets and Liabilities
The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows:
December 31,
(in millions)20212020
Deferred Tax Assets  
Net operating losses and capital loss carryforward$84 $96 
Operating reserves, accruals and deferrals49 57 
Deferred compensation
Settlement reserves18 17 
Operating lease liabilities63 68 
Tax credits42 42 
Other
Subtotal265 294 
Valuation allowance(82)(83)
Total$183 $211 
Deferred Tax Liabilities
Unearned income$— $27 
Intangibles and goodwill79 100 
Depreciation85 75 
Operating lease right-of-use assets56 57 
Other18 26 
Total$238 $285 
Total Deferred Tax Assets (Liabilities), Net$(55)$(74)
Schedule of Components of Income Tax Expense (Benefit)
Provision (benefit) for income taxes were as follows:
Year Ended December 31,
(in millions)202120202019
Federal Income Taxes
Current$$(22)$(3)
Deferred(23)(17)(170)
Foreign Income Taxes
Current15 18 47 
Deferred(4)(8)
State Income Taxes
Current
Deferred— (1)(43)
Total Provision (Benefit)$$(21)$(172)
XML 57 R45.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity (Tables)
12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Schedule of Stock-based Compensation Expense, Tax Effect
Stock-based compensation expense was as follows:
Year Ended December 31,
(in millions)202120202019
Stock-based compensation expense, pre-tax$21 $20 $24 
Income tax benefit recognized in earnings— 
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award
Summary of Stock-based Compensation Activity
 202120202019
(shares in thousands)SharesWeighted
Average Grant
Date Fair
Value
SharesWeighted
Average Grant
Date Fair
Value
SharesWeighted
Average Grant
Date Fair
Value
Restricted Stock Units / Shares
Outstanding at January 15,620 $3.49 1,741 $13.07 2,399 $16.90 
Granted2,677 6.65 7,778 2.25 2,503 12.57 
Vested(3,117)4.69 (2,816)4.99 (2,135)15.54 
Canceled(1,388)3.96 (1,083)6.11 (1,026)15.68 
Outstanding at December 313,792 4.57 5,620 3.49 1,741 13.07 
Performance Stock Units / Shares
Outstanding at January 15,453 $3.83 3,597 $16.17 4,557 $16.76 
Granted1,545 6.54 7,010 1.37 1,229 13.35 
Vested(1,945)3.37 (3,163)7.33 (1,069)15.64 
Canceled(1,444)5.13 (1,991)11.91 (1,120)16.00 
Outstanding at December 313,609 4.71 5,453 3.83 3,597 16.17 
Schedule of Unrecognized Compensation Cost, Nonvested Awards
The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2021 was as follows (in millions):
AwardsUnrecognized CompensationRemaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares$11 1.7
Performance Stock Units / Shares1.4
Total$15 
Schedule of Aggregate intrinsic value restricted stock and performance shares compensation awards
The aggregate intrinsic value of outstanding RSUs and PSUs awards were as follows (in millions):
AwardsDecember 31, 2021
Restricted Stock Units / Shares$20 
Performance Stock Units / Shares19 
Schedule of Vested and exercised stock based awards total intrinsic value and tax benefit realized
The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards were as follows:
(in millions)December 31, 2021December 31, 2020December 31, 2019
AwardsTotal Intrinsic ValueCash ReceivedTax BenefitTotal Intrinsic ValueCash ReceivedTax BenefitTotal Intrinsic ValueCash ReceivedTax Benefit
Restricted Stock Units / Shares$17 $— $$13 $— $$17 $— $
Performance Stock Units / Shares11 — 14 — 11 — 
XML 58 R46.htm IDEA: XBRL DOCUMENT v3.22.0.1
Other Comprehensive Income (Loss) (Tables)
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Schedule of Amounts Recognized in Other Comprehensive Income (Loss)
Other Comprehensive Income (Loss) is comprised of the following:
Year Ended December 31,
 202120202019
(in millions)Pre-taxNet of TaxPre-taxNet of TaxPre-taxNet of Tax
Currency Translation
Currency translation adjustments, net$(31)$(31)$$$$
Reclassification of currency translation adjustments on divestitures— — — — 15 15 
Translation adjustments gains (losses)$(31)$(31)$$$18 $18 
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)$(1)$(1)$— $— $$
Changes in cash flow hedges reclassed to earnings(1)
— — — — (1)— 
Net Unrealized Gains (Losses)$(1)$(1)$— $— $— $
Defined Benefit Plans Gains (Losses)
Reclassification of divested benefit plans and other$— $— $— $— $$(1)
Net actuarial/prior service gains (losses)— — 
Changes in Defined Benefit Plans Gains (Losses)$$$$$$(1)
Other Comprehensive Income (Loss)$(31)$(31)$$$19 $18 
____________________________

(1)Reclassified to Cost of services - refer to Note 12 – Financial Instruments for additional information regarding our cash flow hedges.
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]
Below are the balances and changes in AOCL(1):

(in millions)Currency Translation AdjustmentsGains (Losses) on Cash Flow HedgesDefined Benefit Pension ItemsTotal
Balance at December 31, 2018$(426)$$(1)$(425)
Other comprehensive income (loss) before reclassifications— 
Amounts reclassified from accumulated other comprehensive loss15 — (1)14 
Net current period other comprehensive income (loss)18 (1)18 
Balance at December 31, 2019$(408)$$(2)$(407)
Other comprehensive income (loss) before reclassifications— 
Amounts reclassified from accumulated other comprehensive loss— — — — 
Net current period other comprehensive income (loss)— 
Balance at December 31, 2020$(400)$$(1)$(398)
Other comprehensive income (loss) before reclassifications(31)(1)(31)
Amounts reclassified from accumulated other comprehensive loss— — — — 
Net current period other comprehensive income (loss)(31)(1)(31)
Balance at December 31, 2021$(431)$$— $(429)
__________
(1)All amounts are net of tax. Tax effects were immaterial.
XML 59 R47.htm IDEA: XBRL DOCUMENT v3.22.0.1
Earnings per Share (Tables)
12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Basic and Diluted Earnings per Share The following table sets forth the computation of basic and diluted loss per share of common stock:
 Year Ended December 31,
(in millions, except per share data. Shares in thousands)202120202019
Net Earnings (Loss) per Share:
Net Income (Loss)$(28)$(118)$(1,934)
Dividend - Preferred Stock(10)(10)(10)
Adjusted Net Income (Loss) Available to Common Shareholders$(38)$(128)$(1,944)
Weighted Average Common Shares Outstanding - Basic212,719 210,018 209,318 
Common Shares Issuable with Respect to:
Restricted Stock And Performance Units / Shares000
Weighted Average Common Shares Outstanding - Diluted212,719 210,018 209,318 
Net Earnings (Loss) per Share:
Basic$(0.18)$(0.61)$(9.29)
Diluted$(0.18)$(0.61)$(9.29)
The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands):
Restricted stock and performance shares/units8,210 12,286 8,943 
Convertible preferred stock5,393 5,393 5,393 
Total Anti-Dilutive and Contingently Issuable Securities13,603 17,679 14,336 
XML 60 R48.htm IDEA: XBRL DOCUMENT v3.22.0.1
Related Party Transactions (Tables)
12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions [Table Text Block]
Transactions with related parties were as follows:
Year Ended December 31,
 (in millions)202120202019
Revenue from related parties$16 $24 $33 
Purchases from related parties$28 $36 $46 
XML 61 R49.htm IDEA: XBRL DOCUMENT v3.22.0.1
Revenue - Disaggregated Revenue (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Disaggregation of Revenue [Line Items]      
Revenue $ 4,140 $ 4,163 $ 4,467
Revenue Recognized 107 101  
Transferred at Point in Time      
Disaggregation of Revenue [Line Items]      
Revenue 111 110 144
Transferred over Time      
Disaggregation of Revenue [Line Items]      
Revenue 4,029 4,053 4,323
Commercial Industries      
Disaggregation of Revenue [Line Items]      
Revenue 2,076 2,163 2,385
Government services      
Disaggregation of Revenue [Line Items]      
Revenue 1,318 1,281 1,263
Transportation Services      
Disaggregation of Revenue [Line Items]      
Revenue 746 719 781
Other      
Disaggregation of Revenue [Line Items]      
Revenue 0 0 38
Other | Disposed of by Sale      
Disaggregation of Revenue [Line Items]      
Revenue 0 0 36
End-User Customer Experience | Commercial Industries      
Disaggregation of Revenue [Line Items]      
Revenue 629 648 669
Transaction Processing | Commercial Industries      
Disaggregation of Revenue [Line Items]      
Revenue 567 566 632
Commercial Healthcare [Domain] | Commercial Industries      
Disaggregation of Revenue [Line Items]      
Revenue 435 431 482
Human Resource and Learning Services | Commercial Industries      
Disaggregation of Revenue [Line Items]      
Revenue 445 518 602
Government Healthcare | Government services      
Disaggregation of Revenue [Line Items]      
Revenue 576 603 675
Payment Solutions | Government services      
Disaggregation of Revenue [Line Items]      
Revenue 742 678 588
Tolling | Transportation Services      
Disaggregation of Revenue [Line Items]      
Revenue 327 318 327
Transit | Transportation Services      
Disaggregation of Revenue [Line Items]      
Revenue 262 248 254
Photo and Parking | Transportation Services      
Disaggregation of Revenue [Line Items]      
Revenue 67 73 83
Commercial Vehicle Operations | Transportation Services      
Disaggregation of Revenue [Line Items]      
Revenue 8 8 10
Education | Other      
Disaggregation of Revenue [Line Items]      
Revenue 0 0 2
Curbside Management Solutions [Domain] | Transportation Services      
Disaggregation of Revenue [Line Items]      
Revenue $ 82 $ 72 $ 107
XML 62 R50.htm IDEA: XBRL DOCUMENT v3.22.0.1
Revenue - Contract Assets and Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Contract Assets (Unearned Income)    
Contract assets $ 154 $ 151
Long-term Contract Asset 8 [1] 13
Current Unearned Income (82) (133)
Unearned Income, Non-Current (48) [2] (29)
Net Contract Assets (Unearned Income) 32 2
Accounts receivable, net $ 699 $ 670
[1] Presented in Other long-term assets in the Consolidated Balance Sheets
[2] Presented in Other long-term liabilities in the Consolidated Balance Sheets
XML 63 R51.htm IDEA: XBRL DOCUMENT v3.22.0.1
Revenue - Performance Obligation (Details)
$ in Billions
Dec. 31, 2021
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 1.2
Revenue, Remaining Performance Obligation, Percentage 76.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 2 years
XML 64 R52.htm IDEA: XBRL DOCUMENT v3.22.0.1
Revenue - Costs to Obtain and Fulfill a Contract (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Capitalized Contract Cost [Line Items]      
Capitalized Contract Cost, Amortization $ 39 $ 41 $ 42
Amortization of Customer Contract Costs CY Plus 1 25    
Amortization of Customer Contract Costs CY Plus 2 15    
Amortization of Customer Contract Costs CY Plus 3 8    
Amortization of Customer Contract Costs CY Plus 4 5    
Amortization of Customer Contract Costs CY Plus 5 3    
Amortization of Customer Contract Costs CY Plus 6 and Beyond 17    
Sales Commissions      
Capitalized Contract Cost [Line Items]      
Capitalized Contract Cost, Net, Noncurrent 25 23  
Inducement Payments      
Capitalized Contract Cost [Line Items]      
Capitalized Contract Cost, Net, Noncurrent 19 21  
Contract Fulfillment Cost      
Capitalized Contract Cost [Line Items]      
Capitalized Contract Cost, Net, Noncurrent $ 29 $ 32  
XML 65 R53.htm IDEA: XBRL DOCUMENT v3.22.0.1
Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Segment Reporting Information [Line Items]      
Revenue $ 4,140 $ 4,163 $ 4,467
Segment profit (loss) 237 265 273
Commercial Industries      
Segment Reporting Information [Line Items]      
Revenue 2,076 2,163 2,385
Segment profit (loss) 137 150 270
Government services      
Segment Reporting Information [Line Items]      
Revenue 1,318 1,281 1,263
Segment profit (loss) 412 372 279
Transportation Services      
Segment Reporting Information [Line Items]      
Revenue 746 719 781
Segment profit (loss) 75 82 69
Other      
Segment Reporting Information [Line Items]      
Revenue 0 0 38
Other | Education      
Segment Reporting Information [Line Items]      
Revenue 0 0 2
Segment profit (loss) 1 9 (1)
Other | Disposed of by Sale      
Segment Reporting Information [Line Items]      
Revenue 0 0 36
Segment profit (loss) 0 0 1
Corporate Segment      
Segment Reporting Information [Line Items]      
Revenue 0 0 0
Segment profit (loss) $ (388) $ (348) $ (345)
XML 66 R54.htm IDEA: XBRL DOCUMENT v3.22.0.1
Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Segment Reporting [Abstract]          
Loss Before Income Taxes     $ (25) $ (139) $ (2,106)
Reconciling items:          
Amortization of acquired intangible assets     135 239 246
Restructuring and related costs     45 67 71
Interest expense     55 60 78
Loss on extinguishment of debt     15 0 0
Goodwill impairment $ 1,100 $ 284 0 0 1,952
Loss on divestitures and sales of fixed assets, net     (3) (17) (25)
Other (income) expenses, net     6 1 (10)
Segment profit (loss)     $ 237 $ 265 $ 273
XML 67 R55.htm IDEA: XBRL DOCUMENT v3.22.0.1
Segment Reporting - Geographic Revenue and Assets (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue $ 4,140 $ 4,163 $ 4,467
Long-Lived Assets 786 786  
United States      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue 3,712 3,748 4,000
Long-Lived Assets 651 628  
Europe      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue 368 357 386
Long-Lived Assets 39 44  
Other areas      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue 60 58 $ 81
Long-Lived Assets $ 96 $ 114  
XML 68 R56.htm IDEA: XBRL DOCUMENT v3.22.0.1
Divestiture (Details) - USD ($)
$ in Millions
12 Months Ended
Feb. 08, 2022
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Accounts receivable, net   $ 670 $ 699  
Other current assets   306 228  
Product Software, net   72 93  
Goodwill   1,528 1,339 $ 1,502
Other long-term assets   413 453  
Assets held for sale   0 184  
Accounts payable   182 198  
Accrued compensation and benefits costs   237 243  
Unearned income   133 82  
Liabilities held for sale   0 29  
Other current liabilities   450 443  
Midas        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Accounts receivable, net     9  
Other current assets     1  
Product Software, net     10  
Goodwill     162  
Other long-term assets     2  
Assets held for sale     184  
Accounts payable     1  
Accrued compensation and benefits costs     3  
Unearned income     24  
Liabilities held for sale     29  
Other current liabilities     $ 1  
Midas | Subsequent Event        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Proceeds from Divestiture of Businesses, Net of Cash Divested $ 321      
Customer Care Contracts        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Additional Pre-tax loss on disposal and adjustment to final sales price   17    
Divestiture revenue   $ 36    
XML 69 R57.htm IDEA: XBRL DOCUMENT v3.22.0.1
Accounts Receivable, Net (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Receivables [Abstract]    
Accounts receivable, net $ 699.0 $ 670.0
Allowance for Doubtful Accounts Receivable 0.0 2.0
Accounts Receivable Sales $ 422.0 $ 529.0
XML 70 R58.htm IDEA: XBRL DOCUMENT v3.22.0.1
Land, Buildings, Equipment and Software, Net (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant, Equipment and Software [Line Items]      
Property, Plant and Equipment, Gross, Total $ 1,193 $ 1,182  
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment (912) (877)  
Land, buildings and equipment, net 281 305  
Depreciation 116 125 $ 123
Capitalized Computer Software, Gross (28) 0 $ 0
Hosting Arrangement, Service Contract, Implementation Cost, Impairment 4    
Land [Member]      
Property, Plant, Equipment and Software [Line Items]      
Land 1 1  
Building and building equipment [Member]      
Property, Plant, Equipment and Software [Line Items]      
Buildings and Improvements, Gross 7 7  
Leasehold Improvements [Member]      
Property, Plant, Equipment and Software [Line Items]      
Leasehold Improvements, Gross 250 268  
Office furniture and equipment [Member]      
Property, Plant, Equipment and Software [Line Items]      
Furniture and Fixtures, Gross 883 869  
Other [Member]      
Property, Plant, Equipment and Software [Line Items]      
Other Land, Building, Equipment and Software 3 2  
Construction in progress [Member]      
Property, Plant, Equipment and Software [Line Items]      
Construction in Progress, Gross $ 49 $ 35  
Minimum [Member] | Building and building equipment [Member]      
Property, Plant, Equipment and Software [Line Items]      
Property, Plant and Equipment, Useful Life 25 years    
Minimum [Member] | Office furniture and equipment [Member]      
Property, Plant, Equipment and Software [Line Items]      
Property, Plant and Equipment, Useful Life 3 years    
Minimum [Member] | Other [Member]      
Property, Plant, Equipment and Software [Line Items]      
Property, Plant and Equipment, Useful Life 4 years    
Maximum [Member] | Building and building equipment [Member]      
Property, Plant, Equipment and Software [Line Items]      
Property, Plant and Equipment, Useful Life 50 years    
Maximum [Member] | Office furniture and equipment [Member]      
Property, Plant, Equipment and Software [Line Items]      
Property, Plant and Equipment, Useful Life 15 years    
Maximum [Member] | Other [Member]      
Property, Plant, Equipment and Software [Line Items]      
Property, Plant and Equipment, Useful Life 20 years    
XML 71 R59.htm IDEA: XBRL DOCUMENT v3.22.0.1
Land, Buildings, Equipment and Software, Net - Internal Use Software (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant, Equipment and Software [Line Items]      
Capitalized Computer Software, Additions $ 65 $ 63 $ 70
capitalized product software 45 36 9
Capitalized Computer Software, Net 181 163  
Capitalized software development costs for software sold to customers, gross [Line Items] 171 144  
Product software 93 72  
internal use and product software, amortization $ 62 54 $ 48
Internal Use and Product Software, Useful Lives Maximum 7 years    
Internal Use and Product Software, Useful Lives Minimum 1 year    
Capitalized Computer Software, Gross $ 563 524  
Capitalized Computer Software, Accumulated Amortization (382) (361)  
capitalized software development costs for software sold to customers, accumulated amortization $ (78) $ (72)  
capitalized cloud computing costs, useful lives minimum 3 years    
XML 72 R60.htm IDEA: XBRL DOCUMENT v3.22.0.1
Land, Buildings, Equipment and Software, Net (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Abstract]      
capitalized cloud computing costs, additions $ 6 $ 3 $ 39
Cloud computing implementation costs, at cost 53 47  
Impairment charges 28 0 0
capitalized cloud computing costs, accumulated amortization 11 6  
cloud computing costs, net 14 41  
amortization expense for cloud computing $ 2 $ 4 $ 2
capitalized cloud computing costs, useful lives, maximum 5 years    
capitalized cloud computing costs, useful lives minimum 3 years    
XML 73 R61.htm IDEA: XBRL DOCUMENT v3.22.0.1
Leases - Lease Cost (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]      
Amortization of right of use assets $ 10 $ 8 $ 10
Interest on lease liabilities 1 1 1
Total Finance Lease Costs 11 9 11
Base rent 85 95 112
Short-term lease costs 4 5 12
Variable lease cost 23 26 30
Sublease income (1) (3) (7)
Total Operating Lease Costs $ 111 $ 123 $ 147
XML 74 R62.htm IDEA: XBRL DOCUMENT v3.22.0.1
Leases - Cash Flow (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]      
Operating cash flows from operating leases $ 99 $ 117 $ 137
Operating cash flows from finance leases 1 1 1
Total Cash Flow from Operating Activities 100 118 138
Financing cash flow from finance leases 9 11 11
Operating leases 68 73 32
Finance leases $ 5 $ 14 $ 2
XML 75 R63.htm IDEA: XBRL DOCUMENT v3.22.0.1
Leases - Balance Sheet Classification (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Operating lease right-of-use assets $ 231 $ 246
Other current liabilities $ 71 $ 81
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Other current liabilities Other current liabilities
Operating lease liabilities $ 184 $ 207
Present value of lease liabilities 255 288
Land, buildings and equipment, net $ 17 $ 19
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Land, buildings and equipment, net Land, buildings and equipment, net
Current portion of long-term debt $ 8 $ 8
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Current portion of long-term debt Current portion of long-term debt
Long-term debt $ 8 $ 12
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Long-term debt Long-term debt
Present value of lease liabilities $ 16 $ 20
XML 76 R64.htm IDEA: XBRL DOCUMENT v3.22.0.1
Leases - Lease Info (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Operating Leases, Weighted average discount rate (in percent) 5.80% 6.10%
Finance Leases, Weighted average discount rate (in percent) 5.00% 5.30%
Operating Leases, Weighted average remaining lease term 5 years 5 years
Finance Leases, Weighted average remaining lease term 3 years 3 years
LesseeOperatingLeaseNotYetCommencedLiability $ 6  
LesseeOperatingLeaseNotYetCommencedTermOfContract 5 years  
XML 77 R65.htm IDEA: XBRL DOCUMENT v3.22.0.1
Leases - Maturity (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Operating Lease Payments    
2022 $ 84  
2023 60  
2024 47  
2025 37  
2026 28  
Thereafter 36  
Total undiscounted lease payments 292  
Less imputed interest 37  
Present value of lease liabilities 255 $ 288
Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract]    
2022 8  
2023 5  
2024 2  
2025 2  
2026 0  
Thereafter 0  
Total undiscounted lease payments 17  
Less imputed interest 1  
Present value of lease liabilities $ 16 $ 20
XML 78 R66.htm IDEA: XBRL DOCUMENT v3.22.0.1
Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2021
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Goodwill [Roll Forward]            
Beginning Balance, Goodwill       $ 1,528 $ 1,502  
Foreign currency translation       (27) 26  
Goodwill, Impairment Loss   $ (1,100) $ (284) 0 0 $ (1,952)
Ending Balance, Goodwill $ 1,339     1,339 1,528 1,502
Goodwill, Gross 4,226     4,226    
Goodwill, Impaired, Accumulated Impairment Loss (2,887)     (2,887)    
Asset Impairment Charges     $ 284      
Midas            
Goodwill [Roll Forward]            
Ending Balance, Goodwill 162     162    
Commercial Industries segment            
Goodwill [Roll Forward]            
Beginning Balance, Goodwill       837 821  
Foreign currency translation       (14) 16  
Ending Balance, Goodwill 661     661 837 821
Goodwill, Gross 2,214     2,214    
Goodwill, Impaired, Accumulated Impairment Loss (1,553)     (1,553)    
Commercial Industries segment | Midas            
Goodwill [Roll Forward]            
Ending Balance, Goodwill 162     162    
Government services            
Goodwill [Roll Forward]            
Beginning Balance, Goodwill       623 621  
Foreign currency translation       (6) 2  
Goodwill, Impairment Loss (512)          
Ending Balance, Goodwill 617     617 623 621
Goodwill, Gross 1,371     1,371    
Goodwill, Impaired, Accumulated Impairment Loss (754)     (754)    
Government services | Midas            
Goodwill [Roll Forward]            
Ending Balance, Goodwill 0     0    
Transportation Services            
Goodwill [Roll Forward]            
Beginning Balance, Goodwill       68 60  
Foreign currency translation       (7) 8  
Ending Balance, Goodwill 61     61 $ 68 $ 60
Goodwill, Gross 641     641    
Goodwill, Impaired, Accumulated Impairment Loss (580)     (580)    
Transportation Services | Midas            
Goodwill [Roll Forward]            
Ending Balance, Goodwill $ 0     $ 0    
XML 79 R67.htm IDEA: XBRL DOCUMENT v3.22.0.1
Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount $ 1,658 $ 2,890  
Accumulated Amortization 1,606 2,703  
Net Amount 52 187  
Amortization of Intangible Assets 135 239 $ 246
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]      
2019 12    
2020 7    
2021 6    
2022 4    
2023 4    
Capitalized Computer Software, Net $ 181 $ 163  
Customer relationships [Member]      
Finite-Lived Intangible Assets [Line Items]      
Weighted Average Amortization Useful Life 12 years    
Commercial Industries segment      
Finite-Lived Intangible Assets [Line Items]      
Net Amount $ 50    
Government services      
Finite-Lived Intangible Assets [Line Items]      
Net Amount 2    
Transportation Services      
Finite-Lived Intangible Assets [Line Items]      
Net Amount $ 0    
XML 80 R68.htm IDEA: XBRL DOCUMENT v3.22.0.1
Restructuring and Asset Impairment Charges (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]      
Net current period restructuring charges, continuing operations $ 41 $ 59 $ 67
Restructuring reserve [Roll Forward]      
Balance at beginning of period 6 21  
Restructuring provision 44 55  
Changes in estimates (3) 4  
Total Net Current Period Charges [1] 41 59  
restructuring cash payments and other charges against the reserve (41) (74)  
Balance at end of period 6 6 21
Strategic transformation costs 4 8 4
Commercial Industries      
Restructuring Cost and Reserve [Line Items]      
Net current period restructuring charges, continuing operations 4 11 24
Government services      
Restructuring Cost and Reserve [Line Items]      
Net current period restructuring charges, continuing operations 1 1 1
Transportation Services      
Restructuring Cost and Reserve [Line Items]      
Net current period restructuring charges, continuing operations 1 2 2
Corporate Segment      
Restructuring Cost and Reserve [Line Items]      
Net current period restructuring charges, continuing operations 35 45 40
Employee Severance [Member]      
Restructuring reserve [Roll Forward]      
Balance at beginning of period 3 15  
Restructuring provision 8 13  
Changes in estimates 0 1  
Total Net Current Period Charges [1] 8 14  
restructuring cash payments and other charges against the reserve (6) (26)  
Balance at end of period 5 3 15
Lease Cancellation and Other Costs [Member]      
Restructuring reserve [Roll Forward]      
Balance at beginning of period 3 6  
Restructuring provision 27 27  
Changes in estimates (3) 3  
Total Net Current Period Charges [1] 24 30  
restructuring cash payments and other charges against the reserve (26) (33)  
Balance at end of period 1 3 6
Lease Cancellation and Other Costs [Member] | Data Center Consolidation [Member]      
Restructuring reserve [Roll Forward]      
Restructuring provision 23 23 21
Facility Closing [Member]      
Restructuring reserve [Roll Forward]      
Balance at beginning of period 0 0  
Restructuring provision 9 15  
Changes in estimates 0 0  
Total Net Current Period Charges [1] 9 15  
restructuring cash payments and other charges against the reserve (9) (15)  
Balance at end of period $ 0 $ 0 $ 0
[1] Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.
XML 81 R69.htm IDEA: XBRL DOCUMENT v3.22.0.1
Supplementary Financial Information, Other Current Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Supplemental Financial Information [Abstract]      
Prepaid Expense and Other Assets, Current $ 84 $ 73  
Income Taxes Receivable, Current 46 48  
Value Added Tax Receivable, Current 12 21  
Restricted Cash and Investments, Current 5 8 $ 9
Cloud computing implementation costs, net 6 8  
Other Assets, Miscellaneous, Current [1] 75 148  
Other current assets $ 228 $ 306  
[1] CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 (and which the Company paid in December 2021) and the remainder due on December 31, 2022. As of December 31, 2021, the remaining portion of this liability is classified as current and is included in Accrued compensation and benefits costs.
XML 82 R70.htm IDEA: XBRL DOCUMENT v3.22.0.1
Supplementary Financial Information, Other Current Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]    
Other Accrued Liabilities, Current $ 246 $ 229
Estimated Litigation Liability, Current 64 73
Other current liabilities 71 81
Restructuring Reserve, Current 6 1
Taxes Payable, Current 10 16
Accrual for Taxes Other than Income Taxes, Current 14 16
Other Sundry Liabilities, Current 22 31
Other current liabilities $ 443 $ 450
XML 83 R71.htm IDEA: XBRL DOCUMENT v3.22.0.1
Supplementary Financial Information, Other Long-Term Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]    
Capitalized Computer Software, Net $ 181 $ 163
Deferred Costs, Noncurrent [1] 73 76
Product Software, net 93 72
Cloud computing implementation costs, net 8 33
Other Assets, Miscellaneous, Noncurrent [2] 98 69
Other long-term assets 453 413
Interest Payable, Current $ 10 $ 3
[1] The balances at December 31, 2021 and 2020 are expected to be amortized over a weighted average remaining life of approximately 12 and 11 years, respectively
[2] CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 (and which the Company paid in December 2021) and the remainder due on December 31, 2022. As of December 31, 2021, the remaining portion of this liability is classified as current and is included in Accrued compensation and benefits costs.
XML 84 R72.htm IDEA: XBRL DOCUMENT v3.22.0.1
Supplementary Financial Information, Other Long-Term Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]    
Accrued Income Taxes, Noncurrent $ 15 $ 15
Long-term Unearned Income 48 [1] 29
Restructuring Reserve, Noncurrent 0 5
Other Sundry Liabilities, Noncurrent 32 35
Other long-term liabilities 95 108
Cloud computing implementation costs, net 6 8
Cloud computing implementation costs, net 8 33
CARES Act deferred payroll tax liability $ 0 $ 24
[1] Presented in Other long-term liabilities in the Consolidated Balance Sheets
XML 85 R73.htm IDEA: XBRL DOCUMENT v3.22.0.1
Supplementary Financial Information, Deferred Contract Costs (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Condensed Financial Information Disclosure [Abstract]      
Weighted Average Life, Services Revenue, Deferred Set-up Costs 12 years 11 years  
Amortization of Customer Contract Costs CY Plus 1 $ 25    
Amortization of Customer Contract Costs CY Plus 2 15    
Amortization of Customer Contract Costs CY Plus 3 8    
Amortization of Customer Contract Costs CY Plus 4 5    
Amortization of Customer Contract Costs CY Plus 5 3    
Amortization of Customer Contract Costs CY Plus 6 and Beyond 17    
Capitalized Contract Cost, Amortization $ 39 $ 41 $ 42
XML 86 R74.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt - Long-term Debt (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Oct. 15, 2021
Dec. 07, 2016
Debt Instrument [Line Items]          
Present value of lease liabilities $ 16 $ 20      
Other Loans Payable 24 4      
Total Long-term Debt 1,383 1,420      
Long-term debt from continuing operations, maturities, repayments of principal debt in next twelve months 30        
Long-term Debt from Continuing Operations, Maturities, Repayments of Principal Debt in Year Two 27        
Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Three 24        
Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Four 23        
Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Five 327        
Long-term Debt from Continuing Operations, Maturities, Repayments of Principal after Year Five 1,009        
Long-term Debt from Continuing Operations, Gross 1,440        
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net 27 18      
Current portion of long-term debt 30 90      
Cloud computing implementation costs, net 8 33      
Proceeds from revolving credit facility 100 150 $ 0    
Gain (Loss) on Extinguishment of Debt (15) 0 $ 0    
Debt Issuance Costs, Gross 30        
Senior Notes due 2024 [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net $ 2        
Debt Instrument, Interest Rate, Stated Percentage 10.50%        
2016 credit facility          
Debt Instrument [Line Items]          
Gain (Loss) on Extinguishment of Debt $ 13        
2021 Credit Facility revolver          
Debt Instrument [Line Items]          
Line of Credit Facility, Commitment Fee Percentage 0.40%        
Senior Notes          
Debt Instrument [Line Items]          
Debt Instrument, Interest Rate, Stated Percentage 6.00%        
2016 Credit Facility revolver          
Debt Instrument [Line Items]          
Line of Credit Facility, Maximum Borrowing Capacity $ 750        
2021 Credit Facility revolver          
Debt Instrument [Line Items]          
Line of Credit Facility, Maximum Borrowing Capacity 550        
Term Loan A due 2022 [Member]          
Debt Instrument [Line Items]          
Principal debt 0 654     $ 700
Term Loan B due 2023 [Member]          
Debt Instrument [Line Items]          
Principal debt 0 816     850
Senior Notes due 2024 [Member]          
Debt Instrument [Line Items]          
Principal debt $ 0 34      
Capital Lease Obligations [Member]          
Debt Instrument [Line Items]          
Debt, Weighted Average Interest Rate 5.01%        
Present value of lease liabilities $ 16 20      
Principal Debt Balance          
Debt Instrument [Line Items]          
Principal debt $ 1,440 1,528      
Term Loan A due 2026          
Debt Instrument [Line Items]          
Debt, Weighted Average Interest Rate 3.10%        
Principal debt $ 265 0      
Debt Instrument, Description of Variable Rate Basis 2.25        
Senior Notes          
Debt Instrument [Line Items]          
Debt, Weighted Average Interest Rate 6.04%        
Principal debt $ 520 0      
2021 Credit Facility revolver          
Debt Instrument [Line Items]          
Debt, Weighted Average Interest Rate 2.58%        
Principal debt $ 100 $ 0      
Term Loan B due 2026          
Debt Instrument [Line Items]          
Debt, Weighted Average Interest Rate 5.00%        
Principal debt $ 515        
Debt Instrument, Description of Variable Rate Basis 4.25        
Letter of Credit [Member]          
Debt Instrument [Line Items]          
Principal debt       $ 300 $ 300
XML 87 R75.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt - Credit Facility, Senior Notes, and Loan Repricing (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Oct. 15, 2021
Dec. 31, 2020
Dec. 07, 2016
Line of Credit Facility [Line Items]        
Letters of Credit Outstanding, Amount $ 20      
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net 27   $ 18  
Senior Notes due 2024 [Member]        
Line of Credit Facility [Line Items]        
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net 2      
Term Loan B due 2023 [Member]        
Line of Credit Facility [Line Items]        
Letter of credit sub-facility 0   816 $ 850
Letter of Credit [Member]        
Line of Credit Facility [Line Items]        
Letter of credit sub-facility   $ 300   300
Senior Notes due 2024 [Member]        
Line of Credit Facility [Line Items]        
Letter of credit sub-facility 0   34  
Term Loan A due 2022 [Member]        
Line of Credit Facility [Line Items]        
Letter of credit sub-facility 0   654 $ 700
2021 Credit Facility revolver        
Line of Credit Facility [Line Items]        
Letter of credit sub-facility 100   0  
Line of Credit Facility, Current Borrowing Capacity 430      
Term Loan B due 2026        
Line of Credit Facility [Line Items]        
Letter of credit sub-facility 515      
Term Loan A due 2026        
Line of Credit Facility [Line Items]        
Letter of credit sub-facility $ 265   $ 0  
XML 88 R76.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt - Interest Income/Expense (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Debt Disclosure [Abstract]      
Interest paid on short-term and long-term debt $ 40 $ 51 $ 69
Interest Expense 55 60 78
Interest Income $ 1 $ 2 $ 6
XML 89 R77.htm IDEA: XBRL DOCUMENT v3.22.0.1
Financial Instruments - Foreign Exchange Risk Management (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Philippine Peso U.S. Dollar [Member]    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Derivative, Notional Amount $ 55 $ 53
Indian Rupee U S Dollar Member    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Derivative, Notional Amount 47 52
Mexican Peso U. S. Dollar [Member]    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Derivative, Notional Amount 0 2
All Other Currency [Member]    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Derivative, Notional Amount 30 56
Euro US Dollar    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Derivative, Notional Amount $ 18 17
Designated as Hedging Instrument [Member]    
Foreign Exchange Contracts [Line Items]    
Average Maturity of Foreign Exchange Hedging Contracts - within Three Months 73.00%  
Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months 10.00%  
Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months 13.00%  
Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months 4.00%  
Summary of Foreign Exchange Hedging Positions [Abstract]    
Derivative, Notional Amount $ 150 180
Foreign exchange contract [Member]    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Fair Value Asset (Liability) [1] (1) 2
Foreign exchange contract [Member] | Philippine Peso U.S. Dollar [Member]    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Fair Value Asset (Liability) [1] (2) 1
Foreign exchange contract [Member] | Indian Rupee U S Dollar Member    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Fair Value Asset (Liability) [1] 1 1
Foreign exchange contract [Member] | Mexican Peso U. S. Dollar [Member]    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Fair Value Asset (Liability) [1] 0 0
Foreign exchange contract [Member] | All Other Currency [Member]    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Fair Value Asset (Liability) [1] 0 0
Foreign exchange contract [Member] | Euro US Dollar    
Summary of Foreign Exchange Hedging Positions [Abstract]    
Fair Value Asset (Liability) $ 0 $ 0
[1] Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.
XML 90 R78.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value of Financial Assets and Liabilities - Recurring (Details) - USD ($)
$ in Millions
1 Months Ended
Jan. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Jan. 01, 2019
Health Solutions Plus        
Liabilities:        
Consideration transferred for acquisition $ 90      
Maximum contingent consideration payment       $ 8
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]        
Assets:        
Total   $ 1 $ 2  
Liabilities:        
Foreign exchange contracts - forwards   2 0  
Total   2 0  
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Foreign exchange contracts - forwards [Member]        
Assets:        
Foreign exchange contracts - forwards   $ 1 $ 2  
XML 91 R79.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt $ 1,383 $ 1,420
Fair Value [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt $ 1,374 $ 1,378
XML 92 R80.htm IDEA: XBRL DOCUMENT v3.22.0.1
Employee Benefit Plans - Defined Benefit Plans (Details) - Non-US - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]    
Defined Benefit Plan, Benefit Obligation $ 16 $ 13
Fair value of plan assets $ 1 $ 2
XML 93 R81.htm IDEA: XBRL DOCUMENT v3.22.0.1
Employee Benefit Plans - Defined Contribution Plans (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Retirement Benefits [Abstract]      
Post employment benefit plan contributions by employer $ 21 $ 6 $ 9
XML 94 R82.htm IDEA: XBRL DOCUMENT v3.22.0.1
Income Taxes - Domestic and Foreign (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Domestic loss $ (68) $ (186) $ (2,177)
Foreign income 43 47 71
Loss Before Income Taxes $ (25) $ (139) $ (2,106)
XML 95 R83.htm IDEA: XBRL DOCUMENT v3.22.0.1
Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Current Federal Tax (Benefit) Expense $ 6 $ (22) $ (3)
Deferred Federal Income Tax Expense (23) (17) (170)
Current Foreign Tax Expense 15 18 47
Deferred Foreign Income Tax Expense (Benefit) 2 (4) (8)
Current State Tax Expense 3 5 5
Deferred State Income Tax Expense 0 (1) (43)
Total Provision (Benefit) $ 3 $ (21) $ (172)
XML 96 R84.htm IDEA: XBRL DOCUMENT v3.22.0.1
Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
U.S. federal statutory income tax rate 21.00% 21.00% 21.00%
Nondeductible expenses (15.50%) (2.10%) (0.20%)
Change in valuation allowance for deferred tax assets (20.40%) 0.60% (1.20%)
State taxes, net of federal benefit (8.60%) (2.10%) 1.80%
Tax-exempt income, credits and incentives 38.40% 5.10% 0.30%
Foreign rate differential adjusted for U.S. taxation of foreign profits (11.10%) (0.90%) (0.20%)
Divestitures 2.10% 0.00% [1] 0.20% [1]
Impairments (3.10%) [2] 0.00% (14.10%)
Unrecognized tax benefits 0.80% (1.20%) (0.30%)
Audit and other tax adjustments (22.90%) (5.30%) 0.10%
Excess tax benefits 7.50% 0.00% 0.00%
Other 2.10% 0.00% 0.80%
Effective Income Tax Rate (9.70%) 15.10% 8.20%
Income taxes paid $ 25 $ (1) $ 46
[1] (2)    
[2] mpairment represents adjustments for impairment of an equity investment and the non-deductible component of goodwill.(3)    In 2021, the "Other" line includes two reconciling items above 5% of the federal statutory rate. The impact to the effective rate is driven by the low pretax book income in 2021, and these items are otherwise immaterial. As such, the Company believes it is appropriate for these items to remain in “Other”.
XML 97 R85.htm IDEA: XBRL DOCUMENT v3.22.0.1
Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2016
Valuation Allowance [Line Items]        
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities $ 0 $ 4 $ 1  
Unrecognized Tax Benefits 23 23 24 $ 20
Additions related to current year 0 0 1  
Additions related to prior years positions 3 3 7  
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions 3 0 3  
unrecognized tax benefits, other uncertain tax positions offsetting benefits from other jurisdictions 12 15 16  
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued 12 13 14  
Unrecognized Tax Benefits that Would Impact Effective Tax Rate 22      
Decrease in Unrecognized Tax Benefits is Reasonably Possible 11      
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]        
Balance, Beginning 23 24    
Additions related to current year 0 0 1  
Additions related to prior years positions 3 3 7  
Reductions related to prior years positions (3) 0 (3)  
Settlements with taxing authorities 0 (4) (1)  
Balance, Ending $ 23 $ 23 $ 24  
XML 98 R86.htm IDEA: XBRL DOCUMENT v3.22.0.1
Income Taxes - Deferred Tax Asset And Liability (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Operating Loss Carryforwards [Line Items]    
Undistributed Earnings of Foreign Subsidiaries $ 307  
Net operating losses and capital loss carryforward 84 $ 96
Operating reserves, accruals and deferrals 49 57
Deferred compensation 5 7
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements 18 17
Operating lease liabilities 63 68
deferred tax assets, deferred tax expense, credits 42 42
Other 4 7
Subtotal 265 294
Valuation allowance (82) (83)
Total 183 211
Unearned income 0 27
Intangibles and goodwill 79 100
Depreciation 85 75
Deferred Tax Liabilities, Operating lease ROU assets 56 57
Other 18 26
Total 238 285
Total Deferred Tax Assets (Liabilities), Net (55) (74)
Valuation Allowance, Deferred Tax Asset, Change in Amount 1 $ (11)
Deferred Tax Assets, Tax Credit Carryforwards 42  
Operating loss carryforwards 603  
Deferred Tax Assets, Capital Loss Carryforwards 7  
Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain 12  
Carryforward Indefinitely [Member]    
Operating Loss Carryforwards [Line Items]    
Net Operating Loss Carryforwards, Expire $ 143  
XML 99 R87.htm IDEA: XBRL DOCUMENT v3.22.0.1
Contingencies and Litigation - Litigation Against the Company (Details)
$ in Millions
12 Months Ended
Dec. 31, 2021
USD ($)
Dec. 31, 2019
USD ($)
claim
Gain Contingencies [Line Items]    
Contingencies and Litigation Contingencies and Litigation
As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning a variety of matters, including: governmental entity contracting, servicing and procurement law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its view on estimated losses in consultation with outside counsel handling its defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. The Company believes it has recorded adequate provisions for any such matters as of December 31, 2021. Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be more than any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period.

Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's Consolidated Financial position or liquidity. As of December 31, 2021, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

Litigation Against the Company

Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: On March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with our statements and alleged omissions regarding our financial guidance and business and operations was filed against us, our former Chief Executive Officer, and our former Chief Financial Officer in the United States District Court for the District of New Jersey. The complaint seeks certification of a class of all persons who purchased or otherwise acquired our securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary damages, costs, and attorneys’ fees. We moved to dismiss the class action complaint in its entirety. In June 2020, the court denied the motion to dismiss and allowed the claims to proceed. We intend to defend the litigation vigorously. The Company maintains insurance that may cover any costs arising out of this litigation up to the insurance limits, and subject to meeting certain deductibles and to other terms and conditions thereof. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York. The lawsuit relates to the sale of a portion of Conduent Business Service, LLC’s (CBS) select standalone customer care call center business to plaintiffs, which sale closed in February 2019. Under the terms of the sale agreement, CBS received approximately $23 million of notes from plaintiffs (Notes). The lawsuit alleges various causes of action in connection with the acquisition, including: indemnification for breach of representation and warranty; indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. On August 20, 2020, Conduent filed a counterclaim against Skyview LLC (Skyview) seeking the outstanding balance on the Notes, the amounts owed for the Jamaica deferred closing, and other transition services agreement and late rent payment obligations. Conduent also moved to dismiss Skyview’s claims in 2020. In May 2021, the court denied the motion and allowed the claims to proceed. Conduent denies all of the plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims and it intends to defend the litigation vigorously. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.

Dennis Nasrawi v. Buck Consultants et al.: On October 8, 2009, plaintiffs filed a lawsuit in the Superior Court of California, Stanislaus County, and on November 24, 2009, the case was removed to the U.S. Court for the Eastern District of California, Fresno Division. Plaintiffs allege actuarial negligence against Buck Consultants, LLC (Buck), which was a wholly-owned subsidiary of Conduent, for the use of faulty actuarial assumptions in connection with the 2007 actuarial valuation for the Stanislaus County Employees Retirement Association (StanCERA). Plaintiffs allege that the employer contribution rate adopted by StanCERA based on Buck’s valuation was insufficient to fund the benefits promised by the County. On July 13, 2012, the Court entered its ruling that the plaintiffs lacked standing to sue in a representative capacity on behalf of all plan participants. The Court also ruled that plaintiffs had adequately pleaded their claim that Buck allegedly aided and abetted StanCERA in breaching its fiduciary duty. Plaintiffs then filed their Fifth Amended Complaint and added StanCERA to the litigation. Buck and StanCERA filed demurrers to the amended complaint. On September 13, 2012, the Court sustained both demurrers with prejudice, completely dismissing the matter and barring plaintiffs from refiling their claims. Plaintiffs appealed, and ultimately the California Court of Appeals (Sixth District) reversed the trial court’s ruling and remanded the case back to the trial court as to Buck only, and only with respect to plaintiff’s claim of aiding and abetting StanCERA in breaching its fiduciary duty. This case has been stayed pending the outcome of parallel litigation the plaintiffs are pursuing against StanCERA. The parallel litigation was tried before the bench in June 2018, and on January 24, 2019, the court found in favor of StanCERA, holding that it had not breached its fiduciary duty to plaintiffs. On April 26, 2019, plaintiffs in the parallel litigation filed an appeal. On December 8, 2021, the appellate court affirmed the trial court’s decision, and the judgment became final on January 7, 2022. Plaintiffs in the parallel litigation filed a petition for review to the California Supreme Court. Nasrawi remains stayed until the parallel litigation is finally concluded. Absent the court finding that StanCERA breached its fiduciary duty, plaintiffs’ claim against Buck for aiding and abetting said breach would not appear viable. Buck will continue to aggressively defend these lawsuits. In August 2018, Conduent sold Buck; however, the Company retained this liability after the sale. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.
Conduent Business Services, LLC v. Cognizant Business Services Corporation: On April 12, 2017, CBS filed a lawsuit against Cognizant Business Services Corporation (Cognizant) in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between CBS and Cognizant, as amended and supplemented (Contract). The Contract contains certain minimum purchase obligations by CBS through the date of expiration. The lawsuit alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly perform its obligations as subcontractor to CBS under CBS's contract with the New York Department of Health to provide Medicaid Management Information Systems. In the lawsuit, CBS seeks damages in excess of $150 million. During the first quarter of 2018, CBS provided notice to Cognizant that it was terminating the Contract for cause and recorded in the same period certain charges associated with the termination. CBS also alleges that it terminated the Contract for cause, because, among other things, Cognizant violated the Foreign Corrupt Practices Act. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the Contract and an alleged $25 million termination fee. Cognizant's second amended counterclaim increased Cognizant's damages to $89 million. CBS will continue to vigorously defend itself against the counterclaims, but the Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.

Other Matters:

Since 2014, Xerox Education Services, Inc. (XES) has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (Department) and the Consumer Financial Protection Bureau (CFPB) that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of one remaining state attorney general inquiry, the Company has resolved all investigations by the CFPB, several state agencies, the Department and the U.S. Department of Justice. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which XES serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES. Nor is the Company able to predict the likely outcome of these matters, should any such matter be commenced, or reasonably provide an estimate or range of estimates of any loss in excess of currently recorded reserves. The Company could, in future periods, incur judgments or enter into settlements to resolve these potential matters for amounts in excess of current reserves and there could be a material adverse effect on the Company's results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs.

Guarantees and Indemnifications

Indemnifications Provided as Part of Contracts and Agreements

Acquisitions/Divestitures:

The Company has indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of its divestiture agreements. In addition, the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants, including such matters as adequate title to assets sold, intellectual property rights and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications. Additionally, under certain of the Company's acquisition agreements, it has provided for additional consideration to be paid to the sellers if established financial targets are achieved within specific timeframes post-closing. The Company has recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from divestitures and contingent consideration provided for by acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows.
Other Agreements:

The Company is also party to the following types of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters:
Guarantees on behalf of the Company's subsidiaries with respect to real estate leases. These lease guarantees may remain in effect after the sale of the subsidiary.
Agreements to indemnify various service providers, trustees and bank agents from any third-party claims related to their performance on the Company's behalf, except for claims that result from the third-party's own willful misconduct or gross negligence.
Guarantees of the Company's performance in certain services contracts to its customers and indirectly the performance of third parties with whom the Company has subcontracted for their services. This includes indemnifications to customers for losses that may be sustained because of the Company's performance of services at a customer's location.

In each of these circumstances, payment is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract and such procedures also typically allow the Company to challenge the other party's claims. In the case of lease guarantees, the Company may contest the liabilities asserted under the lease. Further, obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments it made.

Intellectual Property Indemnifications

The Company does not own all of the software that it uses to run its business. Instead, the Company licenses this software from a small number of primary vendors. The Company indemnifies certain software providers against claims that may arise as a result of the Company's use or its subsidiaries', customers' or resellers' use of their software in the Company's services and solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the procedures required in the services contract.

Indemnification of Officers and Directors

The Company's corporate by-laws require that, except to the extent expressly prohibited by law, the Company must indemnify its officers and directors against judgments, fines, penalties and amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with civil or criminal action or proceedings or any appeal, as it relates to their services to the Company and its subsidiaries. Although the by-laws provide no limit on the amount of indemnification, the Company may have recourse against its insurance carriers for certain payments made by the Company. However, certain indemnification payments may not be covered under the Company's directors' and officers' insurance coverage. The Company also indemnifies certain fiduciaries of its employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the Company. Finally, in connection with the Company's acquisition of businesses, it may become contractually obligated to indemnify certain former and current directors, officers and employees of those businesses in accordance with pre-acquisition by-laws or indemnification agreements or applicable state law.

Other Contingencies

Certain contracts, primarily in the Company's Government Services and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2021, the Company had $560 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $109 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations. In general, the Company would only be liable for these guarantees in the event of default in the Company's performance of its obligations under each contract. The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements to allow it to respond to future requests for proposals that require such credit support.
 
Surety Bond [Member]    
Loss Contingencies [Line Items]    
Damages sought, multiplier of overpayment amount $ 560  
Other contingencies letter of credits [Member]    
Loss Contingencies [Line Items]    
Damages sought, multiplier of overpayment amount 109  
Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member]    
Loss Contingencies [Line Items]    
Loss Contingency, New Claims Filed, Number | claim   2
Gain Contingencies [Line Items]    
Gain Contingency, Unrecorded Amount   $ 150
Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member] | Pending Litigation [Member]    
Loss Contingencies [Line Items]    
Loss Contingency, Damages Sought, Value   47
Loss on Contract Termination   $ 25
Loss Contingency, Increase To Damages Sought, Value 89  
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC [Member] | Pending Litigation [Member]    
Loss Contingencies [Line Items]    
Loss Contingency, Damages Sought, Value $ 23  
XML 100 R88.htm IDEA: XBRL DOCUMENT v3.22.0.1
Preferred Stock (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2018
Dec. 31, 2016
Class of Stock [Line Items]      
Preferred stock, XRX separation shares issued (in shares)     120,000
Preferred Stock, Liquidation Preference, Value     $ 120.0
Preferred stock aggregate fair value     $ 142.0
Preferred stock, dividend rate, percentage   8.00%  
Preferred stock annual dividends   $ 9.6  
Convertible Preferred Stock, Shares Reserved for Future Issuance     5,393,000
Total conversion of preferred stock shares into common stock, initial conversion price per share (in dollars per share)   $ 22.25  
Convertible Preferred Stock, Terms of Conversion 137    
Common Stock [Member]      
Class of Stock [Line Items]      
Preferred stock converted into common shares (in shares)     44.9438
XML 101 R89.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholder's Equity - Stock (Details)
shares in Millions
Dec. 31, 2021
$ / shares
shares
Class of Stock [Line Items]  
Preferred Stock, Shares Authorized (in shares) 100.0
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares $ 0.01
Common Stock, Shares Authorized (in shares) 1,000.0
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares $ 0.01
Incentive compensation [Member]  
Class of Stock [Line Items]  
Common Stock, Capital Shares Reserved for Future Issuance (in shares) 28.9
Preferred Stock [Member]  
Class of Stock [Line Items]  
Common Stock, Capital Shares Reserved for Future Issuance (in shares) 5.4
XML 102 R90.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity - Total Stock-based Compensation Expense (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Stockholders' Equity Note [Abstract]      
Stock-based compensation expense, pre-tax $ 21 $ 20 $ 24
Income tax benefit recognized in earnings $ 3 $ 3 $ 0
Officers and Select Executives [Member] | Performance Shares [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Requisite service period 3 years    
Share-based Compensation Arrangement by Share-based Payment Award - Maximum over-achievement 50.00%    
XML 103 R91.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity - Share-based Compensation, Activity (Details) - $ / shares
shares in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Restricted Stock Units (RSUs) [Member]      
Awards Other Than Options, Number of Shares [Roll Forward]      
Outstanding at January 1 (in shares) 5,620 1,741 2,399
Granted (in shares) 2,677 7,778 2,503
Vested (in shares) (3,117) (2,816) (2,135)
Cancelled (in shares) (1,388) (1,083) (1,026)
Outstanding at December 31 (in shares) 3,792 5,620 1,741
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]      
Outstanding at January 1 (in dollars per share) $ 3.49 $ 13.07 $ 16.90
Granted (in dollars per share) 6.65 2.25 12.57
Vested (in dollars per share) 4.69 4.99 15.54
Cancelled (in dollars per share) 3.96 6.11 15.68
Outstanding at December 31 (in dollars per share) $ 4.57 $ 3.49 $ 13.07
Performance Shares [Member]      
Awards Other Than Options, Number of Shares [Roll Forward]      
Outstanding at January 1 (in shares) 5,453 3,597 4,557
Granted (in shares) 1,545 7,010 1,229
Vested (in shares) (1,945) (3,163) (1,069)
Cancelled (in shares) (1,444) (1,991) (1,120)
Outstanding at December 31 (in shares) 3,609 5,453 3,597
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]      
Outstanding at January 1 (in dollars per share) $ 3.83 $ 16.17 $ 16.76
Granted (in dollars per share) 6.54 1.37 13.35
Vested (in dollars per share) 3.37 7.33 15.64
Cancelled (in dollars per share) 5.13 11.91 16.00
Outstanding at December 31 (in dollars per share) $ 4.71 $ 3.83 $ 16.17
Deferred Compensation, Share-based Payments [Member]      
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 329    
XML 104 R92.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details)
$ in Millions
12 Months Ended
Dec. 31, 2021
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized Compensation $ 15
Restricted Stock Units (RSUs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized Compensation $ 11
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years) 1 year 8 months 12 days
Performance Shares [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized Compensation $ 4
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years) 1 year 4 months 24 days
XML 105 R93.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details)
$ in Millions
Dec. 31, 2021
USD ($)
Restricted Stock Units (RSUs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]  
Aggregate intrinsic value of outstanding non option awards $ 20
Performance Shares [Member]  
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]  
Aggregate intrinsic value of outstanding non option awards $ 19
XML 106 R94.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Restricted Stock Units (RSUs) [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total Intrinsic Value $ 17 $ 13 $ 17
Cash Received 0 0 0
Tax Benefit - RSU and PS awards 3 3 4
Performance Shares [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total Intrinsic Value 11 14 11
Cash Received 0 0 0
Tax Benefit - RSU and PS awards $ 2 $ 2 $ 2
XML 107 R95.htm IDEA: XBRL DOCUMENT v3.22.0.1
Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Equity [Abstract]      
Currency Translation Adjustments, Before Tax $ (31) $ 8 $ 3
Currency translation adjustments, net [1] (31) 8 3
Reclassification of currency translation adjustments on divestitures, Before Tax 0 0 15
Reclassification of currency translation adjustments on divestitures [1] 0 0 15
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax (31) 8 18
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent (31) 8 18
Changes in fair value of cash flow hedges gains (losses), pre-tax (1) 0 1
Unrecognized gains (losses), net [1] (1) 0 1
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax [2] 0 0 (1)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax [2] 0 0 0
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax (1) 0 0
Unrecognized gains (losses), net (1) 0 1
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax 0 0 1
Reclassification of divested benefit plans and other [1] 0 0 (1)
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax 1 1 0
Net actuarial/prior service (losses) gains, net of tax [1] 1 1 0
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax 1 1 1
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 1 1 (1)
Other Comprehensive (Loss) Income, before Tax (31) 9 19
Other comprehensive income (loss), net [1] $ (31) $ 9 $ 18
[1] All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.
[2] Reclassified to Cost of services - refer to Note 12 – Financial Instruments for additional information regarding our cash flow hedges.
XML 108 R96.htm IDEA: XBRL DOCUMENT v3.22.0.1
Accumulated Other Comprehensive Loss (AOCL) (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Balance at beginning of period $ (398) $ (407) $ (425)
Change in AOCI before reclassification (31) 9 4
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax 0 0 14
Other comprehensive income (loss), net [1] (31) 9 18
Balance at end of period (429) (398) (407)
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Balance at beginning of period (400) (408) (426)
Change in AOCI before reclassification (31) 8 3
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax 0 0 15
Other comprehensive income (loss), net (31) 8 18
Balance at end of period (431) (400) (408)
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Balance at beginning of period 3 3 2
Change in AOCI before reclassification (1) 0 1
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax 0 0 0
Other comprehensive income (loss), net (1) 0 1
Balance at end of period 2 3 3
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Balance at beginning of period (1) (2) (1)
Change in AOCI before reclassification 1 1 0
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax 0 0 (1)
Other comprehensive income (loss), net 1 1 (1)
Balance at end of period $ 0 $ (1) $ (2)
[1] All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.
XML 109 R97.htm IDEA: XBRL DOCUMENT v3.22.0.1
Earnings per Share - Reconciliation (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Schedule of Basic And Diluted Earnings [Line Items]      
Net income (loss) from continuing operations attributable to Conduent $ (28) $ (118) $ (1,934)
Accrued dividends on preferred stock (10) (10) (10)
Earnings Per Share, Basic [Abstract]      
Adjusted Net Income Available to Common Shareholders $ (38) $ (128) $ (1,944)
Weighted-average common shares outstanding (in shares) 212,719 210,018 209,318
Basic Earnings (Loss) per Share (in dollars per share) $ (0.18) $ (0.61) $ (9.29)
Earnings Per Share, Diluted [Abstract]      
Weighted-average common shares outstanding (in shares) 212,719 210,018 209,318
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]      
Diluted Earnings (Loss) per Share (in dollars per share) $ (0.18) $ (0.61) $ (9.29)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total Securities (in shares) 13,603 17,679 14,336
Basic Earnings (Loss) per Share (in dollars per share) $ (0.18) $ (0.61) $ (9.29)
Diluted Earnings (Loss) per Share (in dollars per share) $ (0.18) $ (0.61) $ (9.29)
Weighted-average common shares outstanding (in shares) 212,719 210,018 209,318
Restricted Stock and Performance Shares [Member]      
Schedule of Basic And Diluted Earnings [Line Items]      
Stock options 0 0 0
Restricted Stock and Performance Shares [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total Securities (in shares) 8,210 12,286 8,943
Convertible Preferred Stock [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total Securities (in shares) 5,393 5,393 5,393
XML 110 R98.htm IDEA: XBRL DOCUMENT v3.22.0.1
Earnings per Share - Anti-Dilutive Securities (Details) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total Securities (in shares) 13,603 17,679 14,336
Restricted stock and performance shares [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total Securities (in shares) 8,210 12,286 8,943
Convertible preferred stock [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total Securities (in shares) 5,393 5,393 5,393
XML 111 R99.htm IDEA: XBRL DOCUMENT v3.22.0.1
Related Party Transactions (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Related Party Transactions [Abstract]      
Revenue from Related Parties $ 16 $ 24 $ 33
Total Allocated Corporate Expenses $ 28 $ 36 $ 46
XML 112 R100.htm IDEA: XBRL DOCUMENT v3.22.0.1
Subsequent Events (Details) - USD ($)
$ in Millions
12 Months Ended
Feb. 11, 2022
Feb. 08, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Subsequent Event [Line Items]          
Disposal Group, Including Discontinued Operation, Revenue     $ 70 $ 72  
Repayments of Lines of Credit     $ 0 $ 150 $ 0
Subsequent Event          
Subsequent Event [Line Items]          
Proceeds from divestitures and sale of assets, net of cash   $ 321      
Repayments of Lines of Credit $ 100        
XML 113 R101.htm IDEA: XBRL DOCUMENT v3.22.0.1
Schedule II Valuation and Qualifying Accounts (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
AR Amounts (credited) charged to other income statement accounts $ 0 $ 0 $ 0
Tax Valuation Allowances and Reserves Beginning Balance 83 72 44
Tax Valuation Allowances and Reserves, Period Increase (Decrease) 10 17 38
Tax Valuation Allowances and Reserves, Deductions (11) (6) (10)
Tax Valuation Allowances and Reserves Ending Balance 82 83 72
Accounts Receivable [Member]      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
AR Valuation and Qualifying Accounts Beginning Balance 2 2 1
AR Additions charged to bad debt provision 1 1 3
AR Amounts (credited) charged to other income statement accounts 0 0 0
AR Deductions and other, net of recoveries (3) (1) (2)
AR Valuation and Qualifying Accounts Ending Balance $ 0 $ 2 $ 2
XML 114 cndt-20211231_htm.xml IDEA: XBRL DOCUMENT 0001677703 2021-01-01 2021-12-31 0001677703 2021-06-30 0001677703 2022-01-31 0001677703 2020-01-01 2020-12-31 0001677703 2019-01-01 2019-12-31 0001677703 2021-12-31 0001677703 2020-12-31 0001677703 2019-12-31 0001677703 2018-12-31 0001677703 us-gaap:CommonStockMember 2018-12-31 0001677703 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001677703 us-gaap:RetainedEarningsMember 2018-12-31 0001677703 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001677703 us-gaap:ParentMember 2018-12-31 0001677703 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0001677703 us-gaap:ParentMember 2019-01-01 2019-12-31 0001677703 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2018-12-31 0001677703 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:ParentMember 2018-12-31 0001677703 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001677703 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0001677703 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0001677703 us-gaap:CommonStockMember 2019-12-31 0001677703 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001677703 us-gaap:RetainedEarningsMember 2019-12-31 0001677703 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001677703 us-gaap:ParentMember 2019-12-31 0001677703 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001677703 us-gaap:ParentMember 2020-01-01 2020-12-31 0001677703 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001677703 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0001677703 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001677703 us-gaap:CommonStockMember 2020-12-31 0001677703 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001677703 us-gaap:RetainedEarningsMember 2020-12-31 0001677703 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001677703 us-gaap:ParentMember 2020-12-31 0001677703 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001677703 us-gaap:ParentMember 2021-01-01 2021-12-31 0001677703 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001677703 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-12-31 0001677703 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001677703 us-gaap:CommonStockMember 2021-12-31 0001677703 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001677703 us-gaap:RetainedEarningsMember 2021-12-31 0001677703 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001677703 us-gaap:ParentMember 2021-12-31 0001677703 cndt:CustomerExperienceManagementMember cndt:CommercialIndustriessegmentMember 2021-01-01 2021-12-31 0001677703 cndt:CustomerExperienceManagementMember cndt:CommercialIndustriessegmentMember 2020-01-01 2020-12-31 0001677703 cndt:CustomerExperienceManagementMember cndt:CommercialIndustriessegmentMember 2019-01-01 2019-12-31 0001677703 cndt:BusinessOperationsSolutionsMember cndt:CommercialIndustriessegmentMember 2021-01-01 2021-12-31 0001677703 cndt:BusinessOperationsSolutionsMember cndt:CommercialIndustriessegmentMember 2020-01-01 2020-12-31 0001677703 cndt:BusinessOperationsSolutionsMember cndt:CommercialIndustriessegmentMember 2019-01-01 2019-12-31 0001677703 cndt:CommercialHealthcareSolutionsDomain cndt:CommercialIndustriessegmentMember 2021-01-01 2021-12-31 0001677703 cndt:CommercialHealthcareSolutionsDomain cndt:CommercialIndustriessegmentMember 2020-01-01 2020-12-31 0001677703 cndt:CommercialHealthcareSolutionsDomain cndt:CommercialIndustriessegmentMember 2019-01-01 2019-12-31 0001677703 cndt:HumanResourceAndLearningServicesMember cndt:CommercialIndustriessegmentMember 2021-01-01 2021-12-31 0001677703 cndt:HumanResourceAndLearningServicesMember cndt:CommercialIndustriessegmentMember 2020-01-01 2020-12-31 0001677703 cndt:HumanResourceAndLearningServicesMember cndt:CommercialIndustriessegmentMember 2019-01-01 2019-12-31 0001677703 cndt:CommercialIndustriessegmentMember 2021-01-01 2021-12-31 0001677703 cndt:CommercialIndustriessegmentMember 2020-01-01 2020-12-31 0001677703 cndt:CommercialIndustriessegmentMember 2019-01-01 2019-12-31 0001677703 cndt:GovernmentHealthcareSolutionsMember cndt:GovernmentServicesMember 2021-01-01 2021-12-31 0001677703 cndt:GovernmentHealthcareSolutionsMember cndt:GovernmentServicesMember 2020-01-01 2020-12-31 0001677703 cndt:GovernmentHealthcareSolutionsMember cndt:GovernmentServicesMember 2019-01-01 2019-12-31 0001677703 cndt:GovernmentServicesSolutionsMember cndt:GovernmentServicesMember 2021-01-01 2021-12-31 0001677703 cndt:GovernmentServicesSolutionsMember cndt:GovernmentServicesMember 2020-01-01 2020-12-31 0001677703 cndt:GovernmentServicesSolutionsMember cndt:GovernmentServicesMember 2019-01-01 2019-12-31 0001677703 cndt:GovernmentServicesMember 2021-01-01 2021-12-31 0001677703 cndt:GovernmentServicesMember 2020-01-01 2020-12-31 0001677703 cndt:GovernmentServicesMember 2019-01-01 2019-12-31 0001677703 cndt:RoadwayChargingManagementServicesMember cndt:TransportationServicesMember 2021-01-01 2021-12-31 0001677703 cndt:RoadwayChargingManagementServicesMember cndt:TransportationServicesMember 2020-01-01 2020-12-31 0001677703 cndt:RoadwayChargingManagementServicesMember cndt:TransportationServicesMember 2019-01-01 2019-12-31 0001677703 cndt:TransitSolutionsMember cndt:TransportationServicesMember 2021-01-01 2021-12-31 0001677703 cndt:TransitSolutionsMember cndt:TransportationServicesMember 2020-01-01 2020-12-31 0001677703 cndt:TransitSolutionsMember cndt:TransportationServicesMember 2019-01-01 2019-12-31 0001677703 cndt:CurbsideManagementSolutionsDomain cndt:TransportationServicesMember 2021-01-01 2021-12-31 0001677703 cndt:CurbsideManagementSolutionsDomain cndt:TransportationServicesMember 2020-01-01 2020-12-31 0001677703 cndt:CurbsideManagementSolutionsDomain cndt:TransportationServicesMember 2019-01-01 2019-12-31 0001677703 cndt:PublicSafetySolutionsMember cndt:TransportationServicesMember 2021-01-01 2021-12-31 0001677703 cndt:PublicSafetySolutionsMember cndt:TransportationServicesMember 2020-01-01 2020-12-31 0001677703 cndt:PublicSafetySolutionsMember cndt:TransportationServicesMember 2019-01-01 2019-12-31 0001677703 cndt:CommercialVehiclesMember cndt:TransportationServicesMember 2021-01-01 2021-12-31 0001677703 cndt:CommercialVehiclesMember cndt:TransportationServicesMember 2020-01-01 2020-12-31 0001677703 cndt:CommercialVehiclesMember cndt:TransportationServicesMember 2019-01-01 2019-12-31 0001677703 cndt:TransportationServicesMember 2021-01-01 2021-12-31 0001677703 cndt:TransportationServicesMember 2020-01-01 2020-12-31 0001677703 cndt:TransportationServicesMember 2019-01-01 2019-12-31 0001677703 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember us-gaap:AllOtherSegmentsMember 2021-01-01 2021-12-31 0001677703 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember us-gaap:AllOtherSegmentsMember 2020-01-01 2020-12-31 0001677703 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0001677703 cndt:EducationMember us-gaap:AllOtherSegmentsMember 2021-01-01 2021-12-31 0001677703 cndt:EducationMember us-gaap:AllOtherSegmentsMember 2020-01-01 2020-12-31 0001677703 cndt:EducationMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0001677703 us-gaap:AllOtherSegmentsMember 2021-01-01 2021-12-31 0001677703 us-gaap:AllOtherSegmentsMember 2020-01-01 2020-12-31 0001677703 us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0001677703 us-gaap:TransferredAtPointInTimeMember 2021-01-01 2021-12-31 0001677703 us-gaap:TransferredAtPointInTimeMember 2020-01-01 2020-12-31 0001677703 us-gaap:TransferredAtPointInTimeMember 2019-01-01 2019-12-31 0001677703 us-gaap:TransferredOverTimeMember 2021-01-01 2021-12-31 0001677703 us-gaap:TransferredOverTimeMember 2020-01-01 2020-12-31 0001677703 us-gaap:TransferredOverTimeMember 2019-01-01 2019-12-31 0001677703 2020-01-01 2021-12-31 0001677703 cndt:SalesCommissionsMember 2021-12-31 0001677703 cndt:SalesCommissionsMember 2020-12-31 0001677703 cndt:InducementPaymentsMember 2021-12-31 0001677703 cndt:InducementPaymentsMember 2020-12-31 0001677703 cndt:ContractFulfillmentCostMember 2021-12-31 0001677703 cndt:ContractFulfillmentCostMember 2020-12-31 0001677703 us-gaap:CorporateMember 2021-01-01 2021-12-31 0001677703 us-gaap:CorporateMember 2020-01-01 2020-12-31 0001677703 us-gaap:CorporateMember 2019-01-01 2019-12-31 0001677703 country:US 2021-01-01 2021-12-31 0001677703 country:US 2020-01-01 2020-12-31 0001677703 country:US 2019-01-01 2019-12-31 0001677703 country:US 2021-12-31 0001677703 country:US 2020-12-31 0001677703 srt:EuropeMember 2021-01-01 2021-12-31 0001677703 srt:EuropeMember 2020-01-01 2020-12-31 0001677703 srt:EuropeMember 2019-01-01 2019-12-31 0001677703 srt:EuropeMember 2021-12-31 0001677703 srt:EuropeMember 2020-12-31 0001677703 cndt:GeographicalothercountriesMember 2021-01-01 2021-12-31 0001677703 cndt:GeographicalothercountriesMember 2020-01-01 2020-12-31 0001677703 cndt:GeographicalothercountriesMember 2019-01-01 2019-12-31 0001677703 cndt:GeographicalothercountriesMember 2021-12-31 0001677703 cndt:GeographicalothercountriesMember 2020-12-31 0001677703 cndt:MidasMember us-gaap:SubsequentEventMember 2022-02-08 2022-02-08 0001677703 cndt:MidasMember 2021-12-31 0001677703 cndt:CustomerCareContractsMember 2020-01-01 2020-12-31 0001677703 us-gaap:LandMember 2021-12-31 0001677703 us-gaap:LandMember 2020-12-31 0001677703 us-gaap:BuildingMember 2021-12-31 0001677703 us-gaap:BuildingMember 2020-12-31 0001677703 us-gaap:LeaseholdImprovementsMember 2021-12-31 0001677703 us-gaap:LeaseholdImprovementsMember 2020-12-31 0001677703 us-gaap:FurnitureAndFixturesMember 2021-12-31 0001677703 us-gaap:FurnitureAndFixturesMember 2020-12-31 0001677703 us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2021-12-31 0001677703 us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2020-12-31 0001677703 us-gaap:ConstructionInProgressMember 2021-12-31 0001677703 us-gaap:ConstructionInProgressMember 2020-12-31 0001677703 srt:MinimumMember us-gaap:BuildingMember 2021-01-01 2021-12-31 0001677703 srt:MaximumMember us-gaap:BuildingMember 2021-01-01 2021-12-31 0001677703 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2021-01-01 2021-12-31 0001677703 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2021-01-01 2021-12-31 0001677703 srt:MinimumMember us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2021-01-01 2021-12-31 0001677703 srt:MaximumMember us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2021-01-01 2021-12-31 0001677703 cndt:CommercialIndustriessegmentMember 2019-12-31 0001677703 cndt:GovernmentServicesMember 2019-12-31 0001677703 cndt:TransportationServicesMember 2019-12-31 0001677703 cndt:CommercialIndustriessegmentMember 2020-12-31 0001677703 cndt:GovernmentServicesMember 2020-12-31 0001677703 cndt:TransportationServicesMember 2020-12-31 0001677703 cndt:MidasMember cndt:CommercialIndustriessegmentMember 2021-12-31 0001677703 cndt:MidasMember cndt:GovernmentServicesMember 2021-12-31 0001677703 cndt:MidasMember cndt:TransportationServicesMember 2021-12-31 0001677703 cndt:CommercialIndustriessegmentMember 2021-12-31 0001677703 cndt:GovernmentServicesMember 2021-12-31 0001677703 cndt:TransportationServicesMember 2021-12-31 0001677703 2019-01-01 2019-03-31 0001677703 2019-04-01 2019-06-30 0001677703 cndt:GovernmentServicesMember 2021-10-01 2021-12-31 0001677703 us-gaap:CustomerListsMember 2021-01-01 2021-12-31 0001677703 us-gaap:ContractTerminationMember cndt:DataCenterConsolidationMember 2021-01-01 2021-12-31 0001677703 us-gaap:ContractTerminationMember cndt:DataCenterConsolidationMember 2020-01-01 2020-12-31 0001677703 us-gaap:ContractTerminationMember cndt:DataCenterConsolidationMember 2019-01-01 2019-12-31 0001677703 us-gaap:EmployeeSeveranceMember 2019-12-31 0001677703 us-gaap:ContractTerminationMember 2019-12-31 0001677703 us-gaap:FacilityClosingMember 2019-12-31 0001677703 us-gaap:EmployeeSeveranceMember 2020-01-01 2020-12-31 0001677703 us-gaap:ContractTerminationMember 2020-01-01 2020-12-31 0001677703 us-gaap:FacilityClosingMember 2020-01-01 2020-12-31 0001677703 us-gaap:EmployeeSeveranceMember 2020-12-31 0001677703 us-gaap:ContractTerminationMember 2020-12-31 0001677703 us-gaap:FacilityClosingMember 2020-12-31 0001677703 us-gaap:EmployeeSeveranceMember 2021-01-01 2021-12-31 0001677703 us-gaap:ContractTerminationMember 2021-01-01 2021-12-31 0001677703 us-gaap:FacilityClosingMember 2021-01-01 2021-12-31 0001677703 us-gaap:EmployeeSeveranceMember 2021-12-31 0001677703 us-gaap:ContractTerminationMember 2021-12-31 0001677703 us-gaap:FacilityClosingMember 2021-12-31 0001677703 cndt:TermLoanADue2026Member 2021-12-31 0001677703 cndt:TermLoanADue2026Member 2020-12-31 0001677703 cndt:TermLoanBDue2026Member 2021-12-31 0001677703 cndt:SeniorNotesDue2029Member 2020-12-31 0001677703 cndt:SeniorNotesDue2029Member 2021-12-31 0001677703 cndt:A2021CreditFacilityRevolverMember 2021-12-31 0001677703 cndt:A2021CreditFacilityRevolverMember 2020-12-31 0001677703 cndt:TermLoanAdue2022Member 2021-12-31 0001677703 cndt:TermLoanAdue2022Member 2020-12-31 0001677703 cndt:TermLoanBdue2023Member 2021-12-31 0001677703 cndt:TermLoanBdue2023Member 2020-12-31 0001677703 cndt:SeniorNotesdue2024Member 2021-12-31 0001677703 cndt:SeniorNotesdue2024Member 2020-12-31 0001677703 us-gaap:CapitalLeaseObligationsMember 2021-12-31 0001677703 us-gaap:CapitalLeaseObligationsMember 2020-12-31 0001677703 cndt:LongTermDebtParentMember 2021-12-31 0001677703 cndt:LongTermDebtParentMember 2020-12-31 0001677703 cndt:TermLoanAdue2022Member 2016-12-07 0001677703 cndt:TermLoanBdue2023Member 2016-12-07 0001677703 cndt:A2016CreditFacilityRevolverMember 2021-12-31 0001677703 us-gaap:LetterOfCreditMember 2016-12-07 0001677703 cndt:SeniorNotesdue2024Member 2021-12-31 0001677703 cndt:A2021CreditFacilityRevolverMember 2021-12-31 0001677703 us-gaap:LetterOfCreditMember 2021-10-15 0001677703 cndt:TermLoanADue2026Member 2021-01-01 2021-12-31 0001677703 cndt:TermLoanBDue2026Member 2021-01-01 2021-12-31 0001677703 cndt:A2021CreditFacilityRevolverMember 2021-01-01 2021-12-31 0001677703 cndt:SeniorNotesDue2029Member 2021-12-31 0001677703 cndt:A2016CreditFacilityMember 2021-01-01 2021-12-31 0001677703 us-gaap:DesignatedAsHedgingInstrumentMember 2021-12-31 0001677703 us-gaap:DesignatedAsHedgingInstrumentMember 2020-12-31 0001677703 cndt:PhilippinePesoUSDollarMember 2021-12-31 0001677703 cndt:PhilippinePesoUSDollarMember us-gaap:ForeignExchangeContractMember 2021-12-31 0001677703 cndt:PhilippinePesoUSDollarMember 2020-12-31 0001677703 cndt:PhilippinePesoUSDollarMember us-gaap:ForeignExchangeContractMember 2020-12-31 0001677703 cndt:IndianRupeeUSDollarMember 2021-12-31 0001677703 cndt:IndianRupeeUSDollarMember us-gaap:ForeignExchangeContractMember 2021-12-31 0001677703 cndt:IndianRupeeUSDollarMember 2020-12-31 0001677703 cndt:IndianRupeeUSDollarMember us-gaap:ForeignExchangeContractMember 2020-12-31 0001677703 cndt:EuroUSDollarMember 2021-12-31 0001677703 cndt:EuroUSDollarMember us-gaap:ForeignExchangeContractMember 2021-12-31 0001677703 cndt:EuroUSDollarMember 2020-12-31 0001677703 cndt:EuroUSDollarMember us-gaap:ForeignExchangeContractMember 2020-12-31 0001677703 cndt:MexicanPesoUSDollarMember 2021-12-31 0001677703 cndt:MexicanPesoUSDollarMember us-gaap:ForeignExchangeContractMember 2021-12-31 0001677703 cndt:MexicanPesoUSDollarMember 2020-12-31 0001677703 cndt:MexicanPesoUSDollarMember us-gaap:ForeignExchangeContractMember 2020-12-31 0001677703 cndt:AllOtherCurrencyMember 2021-12-31 0001677703 cndt:AllOtherCurrencyMember us-gaap:ForeignExchangeContractMember 2021-12-31 0001677703 cndt:AllOtherCurrencyMember 2020-12-31 0001677703 cndt:AllOtherCurrencyMember us-gaap:ForeignExchangeContractMember 2020-12-31 0001677703 us-gaap:ForeignExchangeContractMember 2021-12-31 0001677703 us-gaap:ForeignExchangeContractMember 2020-12-31 0001677703 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeForwardMember 2021-12-31 0001677703 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeForwardMember 2020-12-31 0001677703 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001677703 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001677703 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2021-12-31 0001677703 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2021-12-31 0001677703 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2020-12-31 0001677703 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2020-12-31 0001677703 cndt:HealthSolutionsPlusMember 2019-01-01 2019-01-31 0001677703 cndt:HealthSolutionsPlusMember 2019-01-01 0001677703 us-gaap:ForeignPlanMember 2021-12-31 0001677703 us-gaap:ForeignPlanMember 2020-12-31 0001677703 2016-12-31 0001677703 cndt:CarryforwardIndefinitelyMember 2021-12-31 0001677703 cndt:SkyviewCapitalLLCAndContinuumGlobalSolutionsLLCVConduentBusinessServicesLLCMember us-gaap:PendingLitigationMember 2021-01-01 2021-12-31 0001677703 cndt:ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember 2019-12-31 0001677703 cndt:ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember 2019-01-01 2019-12-31 0001677703 cndt:ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember us-gaap:PendingLitigationMember 2019-01-01 2019-12-31 0001677703 cndt:ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember us-gaap:PendingLitigationMember 2021-01-01 2021-12-31 0001677703 us-gaap:SuretyBondMember 2021-12-31 0001677703 cndt:ContractualAndCorporateObligationsGuaranteeMember 2021-12-31 0001677703 2018-01-01 2018-12-31 0001677703 us-gaap:CommonStockMember 2016-12-31 0001677703 cndt:IncentivecompensationMember 2021-12-31 0001677703 us-gaap:PreferredStockMember 2021-12-31 0001677703 us-gaap:DeferredCompensationShareBasedPaymentsMember 2021-12-31 0001677703 cndt:OfficersandSelectExecutivesMember us-gaap:PerformanceSharesMember 2021-01-01 2021-12-31 0001677703 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001677703 us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001677703 us-gaap:RestrictedStockUnitsRSUMember 2018-12-31 0001677703 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-12-31 0001677703 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001677703 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-12-31 0001677703 us-gaap:RestrictedStockUnitsRSUMember 2021-12-31 0001677703 us-gaap:PerformanceSharesMember 2020-12-31 0001677703 us-gaap:PerformanceSharesMember 2019-12-31 0001677703 us-gaap:PerformanceSharesMember 2018-12-31 0001677703 us-gaap:PerformanceSharesMember 2021-01-01 2021-12-31 0001677703 us-gaap:PerformanceSharesMember 2020-01-01 2020-12-31 0001677703 us-gaap:PerformanceSharesMember 2019-01-01 2019-12-31 0001677703 us-gaap:PerformanceSharesMember 2021-12-31 0001677703 us-gaap:AccumulatedTranslationAdjustmentMember 2018-12-31 0001677703 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-12-31 0001677703 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-12-31 0001677703 us-gaap:AccumulatedTranslationAdjustmentMember 2019-01-01 2019-12-31 0001677703 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-01-01 2019-12-31 0001677703 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-01-01 2019-12-31 0001677703 us-gaap:AccumulatedTranslationAdjustmentMember 2019-12-31 0001677703 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-12-31 0001677703 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-12-31 0001677703 us-gaap:AccumulatedTranslationAdjustmentMember 2020-01-01 2020-12-31 0001677703 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2020-01-01 2020-12-31 0001677703 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-01-01 2020-12-31 0001677703 us-gaap:AccumulatedTranslationAdjustmentMember 2020-12-31 0001677703 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2020-12-31 0001677703 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-12-31 0001677703 us-gaap:AccumulatedTranslationAdjustmentMember 2021-01-01 2021-12-31 0001677703 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2021-01-01 2021-12-31 0001677703 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2021-01-01 2021-12-31 0001677703 us-gaap:AccumulatedTranslationAdjustmentMember 2021-12-31 0001677703 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2021-12-31 0001677703 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2021-12-31 0001677703 cndt:RestrictedStockAndPerformanceSharesMember 2021-01-01 2021-12-31 0001677703 cndt:RestrictedStockAndPerformanceSharesMember 2020-01-01 2020-12-31 0001677703 cndt:RestrictedStockAndPerformanceSharesMember 2019-01-01 2019-12-31 0001677703 cndt:RestrictedStockAndPerformanceSharesMember 2021-01-01 2021-12-31 0001677703 cndt:RestrictedStockAndPerformanceSharesMember 2020-01-01 2020-12-31 0001677703 cndt:RestrictedStockAndPerformanceSharesMember 2019-01-01 2019-12-31 0001677703 us-gaap:ConvertiblePreferredStockMember 2021-01-01 2021-12-31 0001677703 us-gaap:ConvertiblePreferredStockMember 2020-01-01 2020-12-31 0001677703 us-gaap:ConvertiblePreferredStockMember 2019-01-01 2019-12-31 0001677703 us-gaap:SubsequentEventMember 2022-02-08 2022-02-08 0001677703 us-gaap:SubsequentEventMember 2022-02-11 2022-02-11 0001677703 us-gaap:AccountsReceivableMember 2020-12-31 0001677703 us-gaap:AccountsReceivableMember 2021-01-01 2021-12-31 0001677703 us-gaap:AccountsReceivableMember 2021-12-31 0001677703 us-gaap:AccountsReceivableMember 2019-12-31 0001677703 us-gaap:AccountsReceivableMember 2020-01-01 2020-12-31 0001677703 us-gaap:AccountsReceivableMember 2018-12-31 0001677703 us-gaap:AccountsReceivableMember 2019-01-01 2019-12-31 iso4217:USD shares iso4217:USD shares pure utr:Rate cndt:claim 0001677703 2021 FY false 5000000 8000000 9000000 80 80 80 P1Y P3Y P25Y P50Y P3Y P15Y P4Y P20Y http://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2021-01-31#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization http://fasb.org/us-gaap/2021-01-31#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization http://fasb.org/us-gaap/2021-01-31#LongTermDebtCurrent http://fasb.org/us-gaap/2021-01-31#LongTermDebtCurrent http://www.conduent.com/20211231#LongTermDebtExcludingCurrentMaturitiesAndCapitalLeaseObligations http://www.conduent.com/20211231#LongTermDebtExcludingCurrentMaturitiesAndCapitalLeaseObligations 10-K true 2021-12-31 --12-31 false 001-37817 CONDUENT INC NY 81-2983623 100 Campus Drive, Suite 200, Florham Park, NJ 07932 844 663-2638 Common Stock, $0.01 par value CNDT NASDAQ Yes No Yes Yes Large Accelerated Filer false false true false 1585638435 215420530 Part III of this Form 10-K incorporates by reference certain portions of the Registrant's Notice of 2022 Annual Meeting of Shareholders and Proxy Statement (to be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than 120 days after the close of the fiscal year covered by this report on Form 10-K). PricewaterhouseCoopers LLP Florham Park, New Jersey 4140000000 4163000000 4467000000 3138000000 3209000000 3494000000 544000000 468000000 479000000 4000000 1000000 8000000 352000000 459000000 459000000 45000000 67000000 71000000 55000000 60000000 78000000 -15000000 0 0 0 0 1952000000 -3000000 -17000000 -25000000 3000000 20000000 17000000 -6000000 -1000000 10000000 4165000000 4302000000 6573000000 -25000000 -139000000 -2106000000 3000000 -21000000 -172000000 -28000000 -118000000 -1934000000 -0.18 -0.61 -9.29 -0.18 -0.61 -9.29 -28000000 -118000000 -1934000000 -31000000 8000000 3000000 0 0 15000000 0 0 -1000000 -1000000 0 1000000 1000000 1000000 0 -31000000 9000000 18000000 -59000000 -109000000 -1916000000 415000000 450000000 699000000 670000000 184000000 0 154000000 151000000 228000000 306000000 1680000000 1577000000 281000000 305000000 231000000 246000000 52000000 187000000 1339000000 1528000000 453000000 413000000 4036000000 4256000000 30000000 90000000 198000000 182000000 243000000 237000000 82000000 133000000 29000000 0 443000000 450000000 1025000000 1092000000 1383000000 1420000000 75000000 97000000 184000000 207000000 95000000 108000000 2762000000 2924000000 142000000 142000000 2000000 2000000 3910000000 3899000000 -2351000000 -2313000000 -429000000 -398000000 1132000000 1190000000 4036000000 4256000000 215381000 212074000 120000 120000 -28000000 -118000000 -1934000000 352000000 459000000 459000000 1000000 2000000 3000000 0 0 1952000000 28000000 0 0 -21000000 -21000000 -220000000 -5000000 3000000 4000000 6000000 7000000 7000000 -15000000 0 0 -1000000 -6000000 -8000000 21000000 20000000 24000000 1000000 2000000 3000000 45000000 14000000 -107000000 44000000 36000000 14000000 23000000 39000000 -15000000 -68000000 -174000000 -247000000 -4000000 -8000000 3000000 243000000 161000000 132000000 80000000 76000000 148000000 0 0 2000000 67000000 63000000 67000000 0 0 90000000 5000000 5000000 -7000000 -142000000 -134000000 -310000000 100000000 150000000 0 0 150000000 0 1299000000 5000000 0 1500000000 55000000 54000000 9000000 0 0 2000000 0 0 0 4000000 0 10000000 10000000 21000000 10000000 10000000 10000000 -132000000 -74000000 -85000000 -7000000 0 3000000 -38000000 -47000000 -260000000 458000000 505000000 765000000 420000000 458000000 505000000 5000000 8000000 9000000 2000000 3878000000 -233000000 -425000000 3222000000 10000000 10000000 -8000000 -8000000 -12000000 12000000 -1934000000 -1934000000 18000000 18000000 0 0 -1934000000 18000000 -1916000000 2000000 3890000000 -2185000000 -407000000 1300000000 10000000 10000000 -9000000 -9000000 -118000000 -118000000 9000000 9000000 0 0 -118000000 9000000 -109000000 2000000 3899000000 -2313000000 -398000000 1190000000 10000000 10000000 -11000000 -11000000 -28000000 -28000000 -31000000 -31000000 0 0 -28000000 -31000000 -59000000 2000000 3910000000 -2351000000 -429000000 1132000000 Basis of Presentation and Summary of Significant Accounting Policies<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">References herein to “we,” “us,” “our,” the “Company” and “Conduent” refer to Conduent Incorporated and its consolidated subsidiaries unless the context suggests otherwise.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Description of Business </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As one of the largest business process services companies in the world, Conduent delivers mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through people, process, expertise in transaction-intensive processing and technology such as analytics and automation, Conduent's services and solutions create value by improving efficiencies, reducing costs and enabling revenue growth. A majority of Fortune 100 companies and over 500</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">government entities depend on Conduent every day to manage their business processes and essential interactions with their end-users. The Company's portfolio includes industry-focused solutions in attractive growth markets such as healthcare and transportation, as well as solutions that serve multiple industries such as transaction processing, customer care, human resource solutions and payment services. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company has evaluated subsequent events through February 23, 2022.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Conduent Incorporated is a New York corporation, organized in 2016. Its common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ Global Select Market (NASDAQ), where it remains listed under the ticker "CNDT". </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. </span></div><div><span><br/></span></div><div style="margin-bottom:6pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the impact of the COVID-19 pandemic, the mitigating impact of the rollout of a vaccine for it and fluctuating cases of new variants of the virus continue to unfold. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future.</span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">New Accounting Standards</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has considered all recent accounting standards issued, but not yet effective, and does not expect any to have a material impact on the Company's Consolidated Financial Statements.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">Recently Adopted Accounting Standards</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Reference Rate Reform:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In March 2020, the Financial Accounting Standards Board (FASB) issued updated guidance relating to the accounting for the discontinuation of the London Inter-bank Offered Rate (LIBOR), referred to as reference rate reform. This guidance provides optional practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. This guidance is applicable to contract modifications that replace a reference LIBOR rate affected by reference rate reform. The amendments may be applied through December 31, 2022. The Company adopted the reference rate reform guidance on a retrospective basis as of January 1, 2021. The adoption did not have a material impact on the Company’s Consolidated Financial Statements.</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In December 2019, the FASB issued final guidance that simplified the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. This final guidance was effective for fiscal years beginning January 1, 2021. The Company adopted the final income taxes guidance as of January 1, 2021. The adoption did not have a material impact on the Company's Consolidated Financial Statements. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The American Rescue Plan Act, which became law in March 2021, added a new subsection to Section 162(m) of the Internal Revenue Code to expand the application of Section 162(m) to an additional five most highly compensated individuals. The expansion of Section 162(m) coverage is effective for tax years beginning after December 31, 2026. This expansion does not have an impact in the current year. The Company will monitor any potential impacts going forward.</span></div><div><span><br/></span></div><div><span style="color:#1269bd;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Summary of Accounting Policies</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Receivable Sales </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2021, 2020 and 2019, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Assets/Liabilities Held for Sale </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of Solutions to Symplr Software, Inc. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. As of December 31, 2021, the Company determined that this business met the conditions discussed above to be classified as held for sale.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note 4 – Assets/Liabilities Held for Sale and Divestiture for further discussion. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Land, Buildings and Equipment</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life. Significant improvements are capitalized and maintenance and repairs are expensed when incurred. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further discussion. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Internal Use and Product Software</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Internal Use Software:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">Produc</span><span style="color:#333333;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">t Software</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:12pt;font-weight:400;line-height:112%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">(net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cloud Computing Arrangements</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In the fourth quarter of 2021, the Company wrote-off approximately $28 million of previously capitalized implementation costs. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.</span></div><div><span style="color:#1269bd;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Leases</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in the Company's Consolidated Balance Sheets.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Refer to Note 7 – Leases for further information.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Goodwill</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. The Company determined the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note 8 – Goodwill and Intangible Assets, Net for further information. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Intangible Assets </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note 8 – Goodwill and Intangible Assets, Net for further information. </span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Impairment of Long-Lived Assets </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2021.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Refer to Note 15 – Income Taxes for further discussion.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Foreign Currency Translation and Re-measurement</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within Other (income) expenses, net together with other foreign currency re-measurements.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue Recognition</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus a reasonable margin. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for implementation or development projects, the Company also uses a cost-to-cost based input method. The Company has determined that the above methods provide a faithful depiction of the transfer of services to the customer.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase additional services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for when the customer exercises its option to purchase additional goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-line basis over the period between the initiation of the services through the end of the contract term.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When more than one party is involved in providing services to a customer, the Company evaluates whether it is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers the following: if it obtains control of the specified services before they are transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in establishing price. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are sales tax and value-added tax (VAT).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's payment terms vary by type of services offered. The time between invoicing and when payment is due is not significant. For certain services and customer types, the Company requires payment before services are rendered. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, the Company's contracts are modified to account for additions or changes to existing performance obligations. The Company's contract modifications related to stand-ready performance obligations are generally accounted for prospectively.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note 2 – Revenue for further discussion.</span></div> <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Description of Business </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As one of the largest business process services companies in the world, Conduent delivers mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through people, process, expertise in transaction-intensive processing and technology such as analytics and automation, Conduent's services and solutions create value by improving efficiencies, reducing costs and enabling revenue growth. A majority of Fortune 100 companies and over 500</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">government entities depend on Conduent every day to manage their business processes and essential interactions with their end-users. The Company's portfolio includes industry-focused solutions in attractive growth markets such as healthcare and transportation, as well as solutions that serve multiple industries such as transaction processing, customer care, human resource solutions and payment services. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company has evaluated subsequent events through February 23, 2022.</span></div>Conduent Incorporated is a New York corporation, organized in 2016. Its common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ Global Select Market (NASDAQ), where it remains listed under the ticker "CNDT". <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. </span></div><div><span><br/></span></div><div style="margin-bottom:6pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the impact of the COVID-19 pandemic, the mitigating impact of the rollout of a vaccine for it and fluctuating cases of new variants of the virus continue to unfold. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future.</span></div> <div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">New Accounting Standards</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has considered all recent accounting standards issued, but not yet effective, and does not expect any to have a material impact on the Company's Consolidated Financial Statements.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">Recently Adopted Accounting Standards</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Reference Rate Reform:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In March 2020, the Financial Accounting Standards Board (FASB) issued updated guidance relating to the accounting for the discontinuation of the London Inter-bank Offered Rate (LIBOR), referred to as reference rate reform. This guidance provides optional practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. This guidance is applicable to contract modifications that replace a reference LIBOR rate affected by reference rate reform. The amendments may be applied through December 31, 2022. The Company adopted the reference rate reform guidance on a retrospective basis as of January 1, 2021. The adoption did not have a material impact on the Company’s Consolidated Financial Statements.</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In December 2019, the FASB issued final guidance that simplified the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. This final guidance was effective for fiscal years beginning January 1, 2021. The Company adopted the final income taxes guidance as of January 1, 2021. The adoption did not have a material impact on the Company's Consolidated Financial Statements. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The American Rescue Plan Act, which became law in March 2021, added a new subsection to Section 162(m) of the Internal Revenue Code to expand the application of Section 162(m) to an additional five most highly compensated individuals. The expansion of Section 162(m) coverage is effective for tax years beginning after December 31, 2026. This expansion does not have an impact in the current year. The Company will monitor any potential impacts going forward.</span></div> Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less. <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Receivable Sales </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2021, 2020 and 2019, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales.</span></div> <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Receivable Sales </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2021, 2020 and 2019, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales.</span></div> <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Assets/Liabilities Held for Sale </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of Solutions to Symplr Software, Inc. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. As of December 31, 2021, the Company determined that this business met the conditions discussed above to be classified as held for sale.</span></div>Refer to Note 4 – Assets/Liabilities Held for Sale and Divestiture for further discussion. <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Land, Buildings and Equipment</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life. Significant improvements are capitalized and maintenance and repairs are expensed when incurred. </span></div>Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further discussion. <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Internal Use and Product Software</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Internal Use Software:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">Produc</span><span style="color:#333333;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">t Software</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:12pt;font-weight:400;line-height:112%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">(net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Internal Use Software:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">Produc</span><span style="color:#333333;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:112%">t Software</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:12pt;font-weight:400;line-height:112%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">(net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.</span></div> <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cloud Computing Arrangements</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In the fourth quarter of 2021, the Company wrote-off approximately $28 million of previously capitalized implementation costs. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.</span></div> 28000000 <div><span style="color:#1269bd;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Leases</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in the Company's Consolidated Balance Sheets.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Refer to Note 7 – Leases for further information.</span></div> <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Goodwill</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. The Company determined the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note 8 – Goodwill and Intangible Assets, Net for further information. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Intangible Assets </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified.</span></div>Refer to Note 8 – Goodwill and Intangible Assets, Net for further information. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows. <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2021.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Refer to Note 15 – Income Taxes for further discussion.</span></div> <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Foreign Currency Translation and Re-measurement</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within Other (income) expenses, net together with other foreign currency re-measurements.</span></div> <div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue Recognition</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus a reasonable margin. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for implementation or development projects, the Company also uses a cost-to-cost based input method. The Company has determined that the above methods provide a faithful depiction of the transfer of services to the customer.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase additional services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for when the customer exercises its option to purchase additional goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-line basis over the period between the initiation of the services through the end of the contract term.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When more than one party is involved in providing services to a customer, the Company evaluates whether it is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers the following: if it obtains control of the specified services before they are transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in establishing price. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are sales tax and value-added tax (VAT).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's payment terms vary by type of services offered. The time between invoicing and when payment is due is not significant. For certain services and customer types, the Company requires payment before services are rendered. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, the Company's contracts are modified to account for additions or changes to existing performance obligations. The Company's contract modifications related to stand-ready performance obligations are generally accounted for prospectively.</span></div>Refer to Note 2 – Revenue for further discussion Revenue<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Disaggregation of Revenue</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides information about disaggregated revenue by major service offering, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 3 – Segment Reporting for additional information on the Company's reportable segments. </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.794%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Commercial Industries:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer experience management</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">629 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">648 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">669 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Business operations solutions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">567 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">566 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">632 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial healthcare solutions</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">435 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">431 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">482 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Human resource and learning services</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">445 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">518 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">602 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Commercial Industries</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,076 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,163 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,385 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Government Services:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government healthcare solutions</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">576 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">603 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">675 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government services solutions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">742 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">678 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">588 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Government Services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,318 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,281 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,263 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Transportation:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Roadway charging &amp; management services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">318 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Transit solutions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">262 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">248 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">254 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Curbside management solutions</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">107 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Public safety solutions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial vehicles</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Transportation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">719 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">781 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Divestitures</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Education</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">38 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Consolidated Revenue</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,163 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,467 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Timing of Revenue Recognition:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Point in time</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">110 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Over time</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,029 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,053 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,163 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,467 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-indent:-18pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's contracts with customers are broadly similar in nature throughout the Company's major service offerings. The following is a description of the major service offerings:</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Customer Experience Management</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:120%">:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company offers a range of services that help its clients support their end-users. This includes in-bound and out-bound call support for both simple and complex transactions, technical support and patient assistance. The Company also provides multi-channel communication support (both print and digital) across a range of industries</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Business Operations Solutions</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company helps its clients improve communications with their customers and constituents, whether it is on paper, online or through other communication channels. The Company also offers a broad array of flexible transaction processing services that include data entry, scanning, image processing, enrollment processing, claims processing, high volume offsite print and mail services and file indexing. The Company serves clients by managing their critical finance, accounting and procurement processes. These services include general accounting and reporting, billing and accounts receivable and purchasing, accounts payable and expense management services. The Company also offers wholesale and retail lockbox services and process auto and mortgage loans in the United States.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Commercial Healthcare Solutions</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:120%">:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company delivers administration, clinical support and medical management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization, while improving health outcomes and experience for members and patients. The Company's solutions span: trials, sales, access, and adherence to pharmaceutical clients; case management, performance management and patient safety for hospital clients; medical bill review, claim processing, care integration, subrogation and payment integrity solutions to managed care companies; and workers compensation medical bill review, mailroom/data capture and medical management services to claims payers and third-party administrators</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Human Resource and Learning Services</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:120%">:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company helps its clients support their employees at all stages of employment from initial on-boarding through retirement. The Company delivers mission-critical, technology-enabled HR services and solutions that improve business processes across the employee journey to maximize business performance, while increasing employee satisfaction, engagement and overall well-being. These solutions span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth &amp; retirement, HR, talent, and workforce management.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Government Healthcare Solutions</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company provides medical management and fiscal agent care management services, eligibility and enrollment services and support to Medicaid programs and federally funded U.S. government healthcare programs. The Company's services include a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, contract center services, application processing, premium billing, disease surveillance and outbreak management and case management solutions.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Government Services Solutions</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company is a leader in government payment disbursements for federally sponsored programs like SNAP, commonly known as food stamps and WIC as well as government-initiated cash disbursements such as child support and unemployment benefits. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Roadway Charging &amp; Management Services</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company's electronic tolling, urban congestion management and mileage-based user solutions help clients keep up with an ever-changing environment and get more travelers where they need to go while generating revenue for much-needed infrastructure improvements. The Company's solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Transit Solutions</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company aims to make journeys more personalized and convenient while increasing capacity and profitability for authorities and agencies. The Company combines the latest in fare collection and intelligent mobility so that clients can get the added efficiency of having a single point of contact for all their transit solutions.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Curbside Management Solutions</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company delivers intelligent curbside management systems that simplify parking programs and deliver convenient and hassle-free experience for drivers. The Company's curbside solutions include citation and permit administration, parking enforcement and curbside demand management. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Public Safety Solutions</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company provides data analytics, automated photo enforcement and other public safety solutions to make streets and communities safer. Photo enforcement systems include red light, fixed and mobile speed, school bus, work zone, school zone, bus lane only, high occupancy and other forms of photo enforcement systems. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Commercial Vehicles</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company provides computer-aided dispatch/automatic vehicle location technology to help customers manage their fleet operations.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Contract Balances</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets are the Company’s rights to consideration for services provided when the right is conditioned on something other than passage of time (for example, meeting a milestone for the right to bill under the cost-to-cost measure of progress). Contract assets are transferred to Accounts receivable, net when the rights to consideration become unconditional. Unearned income includes payments received in advance of performance under the contract, which are realized when the associated revenue is recognized under the contract. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.762%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.737%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Contract Assets (Unearned Income)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current contract assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">154 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-term contract assets</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current unearned income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(82)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(133)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-term unearned income</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(48)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Contract Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts receivable, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">699 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">670 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Presented in Other long-term assets in the Consolidated Balance Sheets</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(2)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Presented in Other long-term liabilities in the Consolidated Balance Sheets</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenues of $107 million and $101 million were recognized during the years ended December 31, 2021 and 2020, respectively, related to the Company's unearned income at December 31, 2020 and December 31, 2019. The Company had no material asset impairment charges related to contract assets for the year ended December 31, 2021.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Transaction Price Allocated to the Remaining Performance Obligations</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at December 31, 2021, was approximately $1.2 billion. The Company expects to recognize approximately 76% of this revenue over the next 2 years and the remainder thereafter. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Costs to Obtain and Fulfill a Contract</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining customer contracts. The net book value of these costs, which was $25 million and $23 million as of December 31, 2021 and 2020, respectively, are included in Other long-term assets. The judgments made in determining the amount of costs incurred include whether the commissions are incremental and directly related to a successful acquisition of a customer contract. These costs are amortized in Depreciation and amortization over the term of the contract or the estimated life of the customer relationship, if renewals are expected and the renewal commission is not commensurate with the initial commission. The Company expenses sales commissions when incurred if the amortization period of the sales commission is one year or less.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, the Company may provide inducement payments to secure customer contracts. These inducement payments are capitalized and amortized as a reduction of revenue over the term of the customer contract. The net book value of these costs totaled $19 million and $21 million as of December 31, 2021 and 2020, respectively, and are included in Other long-term assets.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Also, the Company capitalizes costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract and (iii) are expected to be recovered through revenue generated under the contract. The net book value of </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">these costs, which comprise set-up/transition activities, was $29 million and $32 million as of December 31, 2021 and 2020, respectively, and are classified in Other long-term assets on the Consolidated Balance Sheets. Contract fulfillment costs are expensed to Depreciation and amortization as the Company satisfies its performance obligations by transferring the service to the customer. These costs are amortized on a systematic basis over the expected period of benefit. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">These costs are periodically reviewed for impairment.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The amortization of costs incurred to obtain and fulfill a contract, excluding contract inducements, for the years ended December 31, 2021, 2020 and 2019, were $39 million, $41 million and $42 million, respectively.</span></div><div><span><br/></span></div><div style="margin-top:3pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The expected amortization expense for the next five years and thereafter for these costs is as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:14.953%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.953%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.953%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.953%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.953%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.955%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td></tr><tr><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides information about disaggregated revenue by major service offering, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 3 – Segment Reporting for additional information on the Company's reportable segments. </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.794%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Commercial Industries:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer experience management</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">629 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">648 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">669 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Business operations solutions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">567 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">566 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">632 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial healthcare solutions</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">435 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">431 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">482 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Human resource and learning services</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">445 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">518 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">602 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Commercial Industries</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,076 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,163 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,385 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Government Services:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government healthcare solutions</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">576 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">603 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">675 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government services solutions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">742 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">678 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">588 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Government Services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,318 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,281 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,263 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Transportation:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Roadway charging &amp; management services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">318 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Transit solutions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">262 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">248 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">254 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Curbside management solutions</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">107 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Public safety solutions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial vehicles</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Transportation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">719 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">781 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Divestitures</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Education</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">38 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Consolidated Revenue</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,163 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,467 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Timing of Revenue Recognition:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Point in time</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">110 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Over time</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,029 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,053 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,163 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,467 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 629000000 648000000 669000000 567000000 566000000 632000000 435000000 431000000 482000000 445000000 518000000 602000000 2076000000 2163000000 2385000000 576000000 603000000 675000000 742000000 678000000 588000000 1318000000 1281000000 1263000000 327000000 318000000 327000000 262000000 248000000 254000000 82000000 72000000 107000000 67000000 73000000 83000000 8000000 8000000 10000000 746000000 719000000 781000000 0 0 36000000 0 0 2000000 0 0 38000000 4140000000 4163000000 4467000000 111000000 110000000 144000000 4029000000 4053000000 4323000000 4140000000 4163000000 4467000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.762%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.737%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Contract Assets (Unearned Income)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current contract assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">154 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-term contract assets</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current unearned income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(82)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(133)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-term unearned income</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(48)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Contract Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts receivable, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">699 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">670 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Presented in Other long-term assets in the Consolidated Balance Sheets</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(2)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Presented in Other long-term liabilities in the Consolidated Balance Sheets</span></div> 154000000 151000000 8000000 13000000 82000000 133000000 48000000 29000000 32000000 2000000 699000000 670000000 107000000 101000000 1200000000 0.76 P2Y 25000000 23000000 19000000 21000000 29000000 32000000 39000000 41000000 42000000 25000000 15000000 8000000 5000000 3000000 17000000 Segment Reporting<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's reportable segments correspond to how it organizes and manages the business, as defined by the Company's Chief Executive Officer, who is also its Chief Operating Decision Maker (CODM), and are aligned to the industries in which the Company's clients operate. The Company's segments involve the delivery of business process services and include service arrangements where it manages a customer's business activity or process.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2020, the Company realigned its sales organization and certain shared IT and other allocated functions and reallocated certain costs that were previously included in the Shared IT/Infrastructure and Corporate Costs (now referred to as Unallocated Costs) to each of the reportable segments. The year ended December 31, 2019 amounts have been recast to reflect these changes.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's financial performance is based on Segment Profit/(Loss) for its three reportable segments (Commercial Industries, Government Services and Transportation), Other and Unallocated Costs. The Company's CODM does not evaluate operating segments using discrete asset information.</span></div><div><span><br/></span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">•</span><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:14.5pt">Commercial Industries:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Commercial Industries segment provides business process services and customized solutions to clients in a variety of industries. Across the Commercial Industries segment, the Company operates on its clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for the Company's clients and their consumers and employees.</span></div><div style="padding-left:18pt"><span><br/></span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">•</span><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:14.5pt">Government Services: </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Government Services segment provides government-centric business process services to U.S. federal, state and local and foreign governments for public assistance program administration, transaction processing and payment services. The solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.</span></div><div style="padding-left:18pt"><span><br/></span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">•</span><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:14.5pt">Transportation:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Transportation segment provides systems and support, as well as revenue-generating services, to government clients. On behalf of government agencies and authorities in the transportation industry, the Company delivers mission-critical mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.</span></div><div style="padding-left:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other includes the Company's divestitures and the Student Loan business, which the Company exited in the third quarter of 2018. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Unallocated Costs includes IT infrastructure costs that are shared by multiple reportable segments, enterprise application costs and certain corporate overhead expenses not directly attributable or allocated to the reportable segments.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Selected financial information for our reportable segments was as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:19.867%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.190%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.310%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.603%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.315%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="39" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial Industries</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government Services</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Transportation</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unallocated Costs</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Divestitures</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,318 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Segment profit (loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">412 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(388)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">237 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,281 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">719 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Segment profit (loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">372 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(348)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,385 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,263 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">781 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,467 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Segment profit (loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">270 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">279 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(345)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">273 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a reconciliation of segment profit (loss) to income (loss) before income taxes:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:49.705%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Loss Before Income Taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(139)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,106)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Reconciling items:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortization of acquired intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restructuring and related costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest expense</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss on extinguishment of debt</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill impairment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,952 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss on divestitures and transaction costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Litigation costs, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other (income) expenses, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Segment Profit (Loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">237 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">273 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is as follows for each of the years ended December 31:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:35.757%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.797%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenues</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-Lived Assets </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1) </span></div></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">United States</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,712 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,748 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">628 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Europe</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">368 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">357 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">386 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other areas</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">96 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Revenues and Long-Lived Assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,163 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,467 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">786 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">786 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div>(1)Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv) Operating lease right-of-use assets. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Selected financial information for our reportable segments was as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:19.867%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.190%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.310%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.603%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.315%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="39" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial Industries</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government Services</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Transportation</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unallocated Costs</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Divestitures</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,318 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Segment profit (loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">412 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(388)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">237 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,281 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">719 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Segment profit (loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">372 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(348)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,385 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,263 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">781 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,467 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Segment profit (loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">270 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">279 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(345)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">273 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2076000000 1318000000 746000000 0 0 0 4140000000 137000000 412000000 75000000 0 1000000 -388000000 237000000 2163000000 1281000000 719000000 0 0 0 4163000000 150000000 372000000 82000000 0 9000000 -348000000 265000000 2385000000 1263000000 781000000 36000000 2000000 0 4467000000 270000000 279000000 69000000 1000000 -1000000 -345000000 273000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a reconciliation of segment profit (loss) to income (loss) before income taxes:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:49.705%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Loss Before Income Taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(139)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,106)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Reconciling items:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortization of acquired intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restructuring and related costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest expense</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss on extinguishment of debt</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill impairment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,952 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss on divestitures and transaction costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Litigation costs, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other (income) expenses, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Segment Profit (Loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">237 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">273 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> -25000000 -139000000 -2106000000 135000000 239000000 246000000 45000000 67000000 71000000 55000000 60000000 78000000 -15000000 0 0 0 0 1952000000 -3000000 -17000000 -25000000 3000000 20000000 17000000 -6000000 -1000000 10000000 237000000 265000000 273000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is as follows for each of the years ended December 31:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:35.757%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.797%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenues</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-Lived Assets </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1) </span></div></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">United States</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,712 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,748 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">628 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Europe</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">368 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">357 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">386 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other areas</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">96 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Revenues and Long-Lived Assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,163 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,467 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">786 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">786 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div>(1)Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv) Operating lease right-of-use assets. 3712000000 3748000000 4000000000 651000000 628000000 368000000 357000000 386000000 39000000 44000000 60000000 58000000 81000000 96000000 114000000 4140000000 4163000000 4467000000 786000000 786000000 Assets/Liabilities Held for Sale and Divestiture<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Assets/Liabilities Held for Sale</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 29, 2021, the Company signed a definitive agreement to sell its Midas Suite of patient safety, quality and advanced analytics solutions to Symplr Software, Inc. (the Buyer), a third party. The transaction closed on February 8, 2022 for cash consideration of $321 million subject to customary working capital adjustments. This action was taken because of the Company's strategy to streamline its portfolio and its consideration of divestitures of select businesses to enhance shareholder and client value. The assets and liabilities of this portfolio, collectively referred to as the Disposal Group, have been reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell. The Disposal Group is currently reported in the Commercial Industries segment. The pretax profit of the Disposal Group, excluding unallocated costs, was $30 million, $31 million and $33 million for the years ended December 31, 2021, 2020 and 2019, respectively. As the consideration for the Disposal Group is greater than the carrying value, the Company will record a gain on the sale of the Midas business in the first quarter of 2022. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of the major categories of assets and liabilities that have been reclassified as held for sale:</span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:82.379%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.691%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts Receivable, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other current assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product Software, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">162 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other long-term assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Assets held for sale</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued compensation and benefits costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unearned income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other current liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Liabilities held for sale</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Divestiture</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In February 2019, the Company completed the sale of a portfolio of select standalone customer care contracts to Skyview Capital LLC. During 2019, the Company recorded additional losses and transaction costs of $17 million on the sale of this portfolio, reflecting certain changes in estimates that were made when recording the initial charge in 2018. The revenue generated from this business was $36 million for the three months ended March 31, 2019.</span></div> 321000000 9000000 1000000 10000000 162000000 2000000 184000000 1000000 3000000 24000000 1000000 29000000 17000000 36000000 Accounts Receivable, Net<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Accounts receivable, net balance of $699 million and $670 million at December 31, 2021 and 2020, respectively, included allowance for doubtful accounts of $0 million and $2 million at December 31, 2021 and 2020, respectively. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company enters into factoring agreements in the normal course of business as part of our cash and liquidity management, to sell certain accounts receivable without recourse to third-party financial institutions. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreements transfer effective control over, and risk related to, the receivables to the buyers. Cash proceeds from these arrangements are included in cash flow from operating activities in the Consolidated Statements of Cash Flows. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable sales for the years ended December 31, 2021 and 2020 were $422 million and $529 million, respectively.</span></div> 699000000 670000000 0 2000000 422000000 529000000 Land, Buildings, Equipment and Software, Net<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Land, buildings and equipment, net was as follows:</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:55.268%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.541%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.372%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Estimated Useful Lives</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions except as noted)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(Years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Land</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Building and building equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25 to 50</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Varies</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">268 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">IT, other equipment and office furniture</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 to 15</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">883 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 to 20</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Subtotal</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,193 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,182 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated depreciation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(912)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(877)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Land, Buildings and Equipment, Net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">281 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">305 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $116 million, $125 million and $123 million, respectively.</span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Internal Use and Product Software</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Additions to Internal use and Product software as well as year-end balances for these assets were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:55.268%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.809%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.811%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Additions to:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internal use software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product software</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:69.324%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.957%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internal use software, at cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">563 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">524 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated amortization</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(382)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(361)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internal use software, net</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">181 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">163 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:6pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product software, at cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">171 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated amortization</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(78)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(72)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product software, net</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">93 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Useful lives of our Internal use and Product software generally vary from <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzMvZnJhZzpmYWQ1YjA4ODhmNDg0M2IxYjc0NWY2NTQ0NzM1ZmU5ZS90ZXh0cmVnaW9uOmZhZDViMDg4OGY0ODQzYjFiNzQ1ZjY1NDQ3MzVmZTllXzU0Ng_c7eebeb9-5bae-4b87-93fa-b3ea76ef8283">one</span> to seven years. Amortization expense for Internal use and Product software for the years ended December 31, 2021, 2020 and 2019 was $62 million, $54 million and $48 million, respectively. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cloud Computing Arrangements</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cloud computing implementation costs are included in Other current assets and Other long-term assets on the Company's Consolidated Balance Sheets. Additions to Cloud computing implementation costs as well as year-end balances for these assets were as follows:</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:55.268%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.809%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.811%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Additions to:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:69.324%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.957%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Capitalized Costs, Net</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs, at cost</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Impairment charges</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated amortization</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs, net</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Refer to Note 10 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.</span></div>Useful lives of Cloud computing implementation costs are <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzMvZnJhZzpmYWQ1YjA4ODhmNDg0M2IxYjc0NWY2NTQ0NzM1ZmU5ZS90ZXh0cmVnaW9uOmZhZDViMDg4OGY0ODQzYjFiNzQ1ZjY1NDQ3MzVmZTllXzExNjQ_b51b7758-1cc9-45b0-935f-58d941d0b57d">three</span> to five years. Amortization expense for Cloud computing implementation costs for the years ended December 31, 2021, 2020 and 2019 were $2 million, $4 million and $2 million, respectively. As a result of the Company’s decision in the fourth quarter of 2021 to abandon an internal project, the Company wrote-off $28 million of its previously capitalized implementation costs. Additionally, in connection with the abandonment of this project, the Company accrued $4 million of charges related to remaining hosting fees that would have continued to be incurred without any economic benefit. The write-off and remaining hosting fee charges are included in Selling, general and administrative on the Consolidated Statements of Income (Loss). <span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Land, buildings and equipment, net was as follows:</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:55.268%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.541%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.372%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Estimated Useful Lives</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions except as noted)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(Years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Land</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Building and building equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25 to 50</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Varies</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">268 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">IT, other equipment and office furniture</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 to 15</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">883 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 to 20</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Subtotal</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,193 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,182 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated depreciation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(912)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(877)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Land, Buildings and Equipment, Net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">281 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">305 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 1000000 1000000 7000000 7000000 250000000 268000000 883000000 869000000 3000000 2000000 49000000 35000000 1193000000 1182000000 912000000 877000000 281000000 305000000 Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $116 million, $125 million and $123 million, respectively. 116000000 125000000 123000000 Additions to Internal use and Product software as well as year-end balances for these assets were as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:55.268%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.809%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.811%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Additions to:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internal use software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product software</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 65000000 63000000 70000000 45000000 36000000 9000000 <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:69.324%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.957%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internal use software, at cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">563 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">524 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated amortization</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(382)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(361)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internal use software, net</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">181 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">163 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:6pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product software, at cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">171 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated amortization</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(78)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(72)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product software, net</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">93 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 563000000 524000000 382000000 361000000 181000000 163000000 171000000 144000000 78000000 72000000 93000000 72000000 P7Y 62000000 54000000 48000000 Additions to Cloud computing implementation costs as well as year-end balances for these assets were as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:55.268%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.809%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.811%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Additions to:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:69.324%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.957%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Capitalized Costs, Net</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs, at cost</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Impairment charges</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated amortization</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs, net</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Refer to Note 10 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.</span></div> 6000000 3000000 39000000 53000000 47000000 28000000 0 11000000 6000000 14000000 41000000 P5Y 2000000 4000000 2000000 28000000 4000000 Leases<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain, leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less, on its Consolidated Balance Sheets.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease costs were as follows:</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.923%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.547%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Lease Costs:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortization of right of use assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Finance Lease Costs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease costs:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Base rent</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">112 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Short-term lease costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Variable lease costs</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sublease income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Operating Lease Costs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">111 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">123 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.</span></div><div style="margin-top:3pt;padding-left:18pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:50.069%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.547%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash paid for the amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">99 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Cash Flow from Operating Activities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">118 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Financing cash flow from finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental balance sheet information related to leases was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.397%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.274%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.276%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">231 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzUtMC0xLTEtMjc5NDc_2c985a54-3796-498b-bbc5-2caf8861b40e"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzUtMC0xLTEtMjc5NDc_374be476-ed43-4ca4-bf87-4ff70cb7f8d9">Other current liabilities</span></span></span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">207 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Operating Lease Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">288 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance lease assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEwLTAtMS0xLTI3OTQ3_c9b8c314-1dfe-44e8-bbb7-f2595bb32261"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEwLTAtMS0xLTI3OTQ3_ecf5d5fe-3379-4fce-8b9f-3f55510cdbce">Land, buildings and equipment, net</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance lease liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEyLTAtMS0xLTI3OTQ3_6c1cd8f9-991e-4f80-96c7-9ecefe020333"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEyLTAtMS0xLTI3OTQ3_c1a23b45-5986-4feb-97a8-d4f411f05e53">Current portion of long-term debt</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEzLTAtMS0xLTI3OTQ3_04bf3a4d-ede5-40d2-853a-667da0259f27"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEzLTAtMS0xLTI3OTQ3_0b007f6d-1d39-4767-b08a-af62ec0ec89c">Long-term debt</span></span></span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Finance Lease Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's leases generally do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate as the discount rate when measuring lease liabilities. The incremental borrowing rate represents an estimate of the interest rate that the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2021 and 2020 were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:45.829%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.624%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted average discount rates</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted average remaining lease term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.549%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.347%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Lease Payments</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Lease<br/>Payments</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total undiscounted lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">292 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Present value of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.</span></div> Leases<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain, leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less, on its Consolidated Balance Sheets.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease costs were as follows:</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.923%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.547%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Lease Costs:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortization of right of use assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Finance Lease Costs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease costs:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Base rent</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">112 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Short-term lease costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Variable lease costs</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sublease income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Operating Lease Costs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">111 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">123 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.</span></div><div style="margin-top:3pt;padding-left:18pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:50.069%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.547%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash paid for the amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">99 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Cash Flow from Operating Activities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">118 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Financing cash flow from finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental balance sheet information related to leases was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.397%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.274%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.276%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">231 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzUtMC0xLTEtMjc5NDc_2c985a54-3796-498b-bbc5-2caf8861b40e"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzUtMC0xLTEtMjc5NDc_374be476-ed43-4ca4-bf87-4ff70cb7f8d9">Other current liabilities</span></span></span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">207 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Operating Lease Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">288 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance lease assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEwLTAtMS0xLTI3OTQ3_c9b8c314-1dfe-44e8-bbb7-f2595bb32261"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEwLTAtMS0xLTI3OTQ3_ecf5d5fe-3379-4fce-8b9f-3f55510cdbce">Land, buildings and equipment, net</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance lease liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEyLTAtMS0xLTI3OTQ3_6c1cd8f9-991e-4f80-96c7-9ecefe020333"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEyLTAtMS0xLTI3OTQ3_c1a23b45-5986-4feb-97a8-d4f411f05e53">Current portion of long-term debt</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEzLTAtMS0xLTI3OTQ3_04bf3a4d-ede5-40d2-853a-667da0259f27"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEzLTAtMS0xLTI3OTQ3_0b007f6d-1d39-4767-b08a-af62ec0ec89c">Long-term debt</span></span></span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Finance Lease Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's leases generally do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate as the discount rate when measuring lease liabilities. The incremental borrowing rate represents an estimate of the interest rate that the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2021 and 2020 were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:45.829%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.624%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted average discount rates</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted average remaining lease term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.549%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.347%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Lease Payments</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Lease<br/>Payments</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total undiscounted lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">292 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Present value of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease costs were as follows:</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.923%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.547%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Lease Costs:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortization of right of use assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Finance Lease Costs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease costs:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Base rent</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">112 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Short-term lease costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Variable lease costs</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sublease income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Operating Lease Costs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">111 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">123 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.</span></div> 10000000 8000000 10000000 1000000 1000000 1000000 11000000 9000000 11000000 85000000 95000000 112000000 4000000 5000000 12000000 23000000 26000000 30000000 1000000 3000000 7000000 111000000 123000000 147000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:50.069%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.547%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash paid for the amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">99 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Cash Flow from Operating Activities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">118 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Financing cash flow from finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental balance sheet information related to leases was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.397%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.274%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.276%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">231 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzUtMC0xLTEtMjc5NDc_2c985a54-3796-498b-bbc5-2caf8861b40e"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzUtMC0xLTEtMjc5NDc_374be476-ed43-4ca4-bf87-4ff70cb7f8d9">Other current liabilities</span></span></span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">207 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Operating Lease Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">288 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance lease assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEwLTAtMS0xLTI3OTQ3_c9b8c314-1dfe-44e8-bbb7-f2595bb32261"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEwLTAtMS0xLTI3OTQ3_ecf5d5fe-3379-4fce-8b9f-3f55510cdbce">Land, buildings and equipment, net</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance lease liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEyLTAtMS0xLTI3OTQ3_6c1cd8f9-991e-4f80-96c7-9ecefe020333"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEyLTAtMS0xLTI3OTQ3_c1a23b45-5986-4feb-97a8-d4f411f05e53">Current portion of long-term debt</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEzLTAtMS0xLTI3OTQ3_04bf3a4d-ede5-40d2-853a-667da0259f27"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjk3NmMzNTk0Mjc5YTQ3YzVhM2FmMTE0ZWNiM2Y1NzU3L3NlYzo5NzZjMzU5NDI3OWE0N2M1YTNhZjExNGVjYjNmNTc1N18xMzkvZnJhZzpiYTZiZmVkNWQwNGE0YjA0YTE0NTcwYzY4YzliOWZhNy90YWJsZTo5NGIwNGFjOWU0ZGU0YjI2YTZiMDBmODM5ZTg1NzcxYy90YWJsZXJhbmdlOjk0YjA0YWM5ZTRkZTRiMjZhNmIwMGY4MzllODU3NzFjXzEzLTAtMS0xLTI3OTQ3_0b007f6d-1d39-4767-b08a-af62ec0ec89c">Long-term debt</span></span></span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Finance Lease Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2021 and 2020 were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:45.829%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.624%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted average discount rates</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted average remaining lease term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 99000000 117000000 137000000 1000000 1000000 1000000 100000000 118000000 138000000 9000000 11000000 11000000 68000000 73000000 32000000 5000000 14000000 2000000 231000000 246000000 71000000 81000000 184000000 207000000 255000000 288000000 17000000 19000000 8000000 8000000 8000000 12000000 16000000 20000000 0.058 0.050 0.061 0.053 P5Y P3Y P5Y P3Y <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.549%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.347%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Lease Payments</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Lease<br/>Payments</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total undiscounted lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">292 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Present value of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.549%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.347%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating Lease Payments</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance Lease<br/>Payments</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total undiscounted lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">292 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Present value of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">As of December 31, 2021, the Company had entered into an additional operating lease agreement for real estate of $6 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 2022 with a lease term of 5 years.</span></div> 84000000 8000000 60000000 5000000 47000000 2000000 37000000 2000000 28000000 0 36000000 0 292000000 17000000 37000000 1000000 255000000 16000000 6000000 P5Y Goodwill and Intangible Assets, Net<div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Goodwill</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the changes in the carrying amount of goodwill, by reportable segment:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:38.988%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.143%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.143%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.143%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.147%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial Industries</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Transportation</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">821 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">621 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,502 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign currency translation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">837</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">623</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">68</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">1,528</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign currency translation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(27)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Assets Held For Sale</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(162)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(162)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">661</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">617</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">61</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">1,339</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross goodwill</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,214 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,371 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">641 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated impairment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,553)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(754)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(580)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,887)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">661</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">617</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">61</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">1,339</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company performed its annual goodwill impairment test for the year ended December 31, 2021 as of October 1, 2021. This testing did not identify any goodwill impairment and, accordingly, no impairment charge was recorded.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">To the extent the COVID-19 pandemic continues to disrupt the economic environment, such as a decline in the performance of the reporting units or loss of a significant contract or multiple significant contracts, the fair value of one or more of the reporting units could fall below their carrying value, resulting in a goodwill impairment charge. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2019 Goodwill Impairment Charge</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In the first quarter of 2019, the Transportation reporting unit experienced unanticipated losses of certain customer contracts, lower than expected new customer contracts and higher costs of delivery, and as a result, the growth of this reporting unit decreased resulting in its fair value being below its carrying value by an estimated $284 million. Accordingly, the Company recorded a pre-tax impairment charge of $284 million for the three months ended March 31, 2019.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In the second quarter of 2019, there were further unanticipated losses of certain customer contracts, lower potential future volumes and lower than expected new customer contracts. This led to actual results being below budget and a further downward revision of the long-term forecast across all the Company's reporting units. Because of the business performance and the strategy pivot due to changes in management that occurred in the second quarter of 2019, the Company performed an interim goodwill impairment assessment for all its reporting units which resulted in a pre-tax impairment charge of $1.1 billion for the three months ended June 30, 2019. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2019, the Company performed an interim impairment assessment due to a triggering event caused by further unanticipated contract losses within the Government Services reporting unit, and as result, management performed a goodwill impairment assessment for this reporting unit as of December 31, 2019, which resulted in a pre-tax impairment charge of $512 million. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, in the fourth quarter of 2019, the Company recorded an immaterial correction to the impairment charges recorded in the first and second quarters to properly reflect the impact of tax-deductible goodwill on the previous impairments as well as the related income tax benefit. The cumulative impairment charge for the year ended December 31, 2019 was approximately $2.0 billion.</span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Intangible Assets, Net </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net intangible assets were $52 million at December 31, 2021 of which $50 million, $2 million and $0 million relate to our Commercial Industries, Government Services and Transportation segments, respectively. Intangible assets were comprised exclusively of Customer relationships as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:20.014%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.310%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.460%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions except years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted Average<br/>Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net<br/>Amount</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Intangible Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,658 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,606 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,890 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,703 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">187 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:center"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense related to intangible assets was $135 million, $239 million and $246 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense is expected to approximate $12 million in 2022, $7 million in 2023, $6 million in 2024, $4 million in 2025 and $4 million in 2026.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the changes in the carrying amount of goodwill, by reportable segment:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:38.988%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.143%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.143%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.143%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.147%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial Industries</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Transportation</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">821 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">621 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,502 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign currency translation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">837</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">623</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">68</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">1,528</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign currency translation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(27)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Assets Held For Sale</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(162)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(162)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">661</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">617</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">61</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">1,339</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross goodwill</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,214 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,371 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">641 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated impairment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,553)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(754)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(580)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,887)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">661</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">617</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">61</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">1,339</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 821000000 621000000 60000000 1502000000 16000000 2000000 8000000 26000000 837000000 623000000 68000000 1528000000 -14000000 -6000000 -7000000 -27000000 162000000 0 0 162000000 661000000 617000000 61000000 1339000000 2214000000 1371000000 641000000 4226000000 1553000000 754000000 580000000 2887000000 661000000 617000000 61000000 1339000000 284000000 284000000 1100000000 512000000 52000000 50000000 2000000 0 Intangible assets were comprised exclusively of Customer relationships as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:20.014%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.310%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.460%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions except years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted Average<br/>Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net<br/>Amount</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Intangible Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,658 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,606 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,890 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,703 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">187 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table>A P12Y 1658000000 1606000000 52000000 2890000000 2703000000 187000000 135000000 239000000 246000000 12000000 7000000 6000000 4000000 4000000 Restructuring Programs and Related Costs<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company engages in a series of restructuring programs related to downsizing its employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity. The implementation of the Company's operational efficiency improvement initiatives has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset impairments and other related costs. Also included in Restructuring and Related Costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $23 million, $23 million and $21 million for the years ended December 31, 2021, 2020 and 2019, respectively. Management continues to evaluate the Company's business and, in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility. In those geographies where we have either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, we recognize employee severance costs when they are both probable and reasonably estimable. Asset impairment costs related to the reduction of our real estate footprint include impairment of operating lease right-of-use (ROU) assets and associated leasehold improvements.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of the Company's restructuring program activity during the two years ended December 31, 2021 is as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:30.040%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.420%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.420%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.420%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.426%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Severance and Related Costs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Termination and Other Costs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Asset Impairments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Provision</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Changes in estimates</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Net Current Period Charges</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Charges against reserve and currency</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(33)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(74)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Provision</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Changes in estimates</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Net Current Period Charges</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Charges against reserve and currency</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(41)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 30, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We also recorded costs related to professional support services associated with the implementation of certain strategic transformation programs of $4 million, $8 million and $4 million during the years ended December 31, 2021, 2020 and 2019, respectively. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segments:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.747%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.940%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial Industries</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government Services</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Transportation</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unallocated Costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Net Restructuring Charges</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 23000000 23000000 21000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of the Company's restructuring program activity during the two years ended December 31, 2021 is as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:30.040%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.420%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.420%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.420%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.426%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Severance and Related Costs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Termination and Other Costs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Asset Impairments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Provision</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Changes in estimates</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Net Current Period Charges</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Charges against reserve and currency</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(33)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(74)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Provision</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Changes in estimates</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Net Current Period Charges</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Charges against reserve and currency</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(41)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 30, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 15000000 6000000 0 21000000 13000000 27000000 15000000 55000000 1000000 3000000 0 4000000 14000000 30000000 15000000 59000000 26000000 33000000 15000000 74000000 3000000 3000000 3000000 3000000 0 6000000 6000000 8000000 27000000 9000000 44000000 0 -3000000 0 -3000000 8000000 24000000 9000000 41000000 6000000 26000000 9000000 41000000 5000000 1000000 0 6000000 4000000 8000000 4000000 <span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segments:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.747%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.940%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Commercial Industries</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Government Services</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Transportation</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unallocated Costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Net Restructuring Charges</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 4000000 11000000 24000000 1000000 1000000 1000000 1000000 2000000 2000000 35000000 45000000 40000000 41000000 59000000 67000000 Supplementary Financial Information<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of Other assets and liabilities were as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.151%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.546%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Current Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income taxes receivable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Value-added tax (VAT) receivable</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">148 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other Current Assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">228 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">306 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Current Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">229 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Litigation related accruals</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restructuring liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax payable</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other taxes payable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other Current Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">443 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">450 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Long-term Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internal use software, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred contract costs, net</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">76 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product software, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">93 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">98 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other Long-term Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">453 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">413 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Long-term Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred payroll tax related to the CARES Act</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unearned income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restructuring liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other Long-term Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%;padding-left:8.24pt">The CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 (and which the Company paid in December 2021) and the remainder due on December 31, 2022. As of December 31, 2021, the remaining portion of this liability is classified as current and is included in Accrued compensation and benefits costs.</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%">(2)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%;padding-left:8.24pt">Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2021 and 2020 are expected to be amortized over a weighted average remaining life of approximately 12 and 11 years, respectively. See Note 2 – Revenue for more information.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of Other assets and liabilities were as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.151%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.546%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Current Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income taxes receivable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Value-added tax (VAT) receivable</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">148 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other Current Assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">228 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">306 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Current Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">229 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Litigation related accruals</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restructuring liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax payable</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other taxes payable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other Current Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">443 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">450 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Long-term Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internal use software, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred contract costs, net</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">76 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product software, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">93 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cloud computing implementation costs, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">98 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other Long-term Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">453 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">413 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Long-term Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred payroll tax related to the CARES Act</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unearned income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restructuring liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Other Long-term Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%;padding-left:8.24pt">The CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 (and which the Company paid in December 2021) and the remainder due on December 31, 2022. As of December 31, 2021, the remaining portion of this liability is classified as current and is included in Accrued compensation and benefits costs.</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%">(2)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%;padding-left:8.24pt">Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2021 and 2020 are expected to be amortized over a weighted average remaining life of approximately 12 and 11 years, respectively. See Note 2 – Revenue for more information.</span></div> 84000000 73000000 46000000 48000000 12000000 21000000 5000000 8000000 6000000 8000000 75000000 148000000 228000000 306000000 246000000 229000000 64000000 73000000 71000000 81000000 6000000 1000000 10000000 16000000 14000000 16000000 10000000 3000000 22000000 31000000 443000000 450000000 181000000 163000000 73000000 76000000 93000000 72000000 8000000 33000000 98000000 69000000 453000000 413000000 0 24000000 15000000 15000000 48000000 29000000 0 5000000 32000000 35000000 95000000 108000000 P12Y P11Y Debt<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company classifies its debt based on the contractual maturity dates of the underlying debt instruments. The Company defers costs associated with debt issuance over the applicable term. These costs are amortized as interest expense in the Consolidated Statements of Income (Loss). </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-term debt was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:47.509%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.298%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.298%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.299%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted Average Interest Rates at December 31, 2021</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021 Term loan A due 2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021 Term loan B due 2028</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">515 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021 Senior notes due 2029</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.04 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021 Revolving credit facility maturing 2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.58 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2016 Term loan A due 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">654 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2016 Term loan B due 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">816 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2016 Senior notes due 2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance lease obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.01 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.98 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Principal Debt Balance</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,440 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,528 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Debt issuance costs and unamortized discounts</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(27)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(18)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: current maturities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(30)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(90)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Long-term Debt</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,383 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,420 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> ____________</span></div><div style="padding-left:18pt;text-indent:-15.75pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:5.99pt">Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.</span></div><div style="padding-left:24.75pt;text-indent:-22.5pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:120%;position:relative;top:-2.8pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Scheduled principal payments due on long-term debt for the next five years are as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.944%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total </span></td></tr><tr><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,009 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,440 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2016 Credit Facilities</span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 7, 2016, the Company entered into a senior secured credit agreement among the Company, its subsidiaries: Conduent Business Services, LLC (CBS), Affiliated Computer Services International B.V. and Conduent Finance, Inc. (CFI), the lenders party thereto and JP Morgan Chase Bank, N.A., as the administrative agent (2016 Credit Agreement). The 2016 Credit Agreement contains senior secured credit facilities (2016 Senior Credit Facilities) consisting of:</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(i)    Senior Secured Term Loan A (2016 Term Loan A) with an aggregate principal amount of $700 million;</span></div><div style="padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(ii)    Senior Secured Term Loan B (2016 Term Loan B) with an aggregate principal amount of $850 million; and</span></div><div style="padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(iii)    Senior Revolving Credit Facility (2016 Revolving Credit Facility) with an aggregate available amount of $750 million including a sub-limit for up to $300 million available for the issuance of letters of credit. </span></div><div style="padding-left:27pt;text-indent:-27pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the first quarter of 2020, the Company borrowed $150 million of its $750 million 2016 Revolving Credit Facility, which was subsequently fully repaid in December 2020. </span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2016 Senior Notes </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 7, 2016, the Company issued 10.5% senior secured note (2016 Senior Notes). The 2016 Senior Notes were jointly and severally guaranteed on a senior unsecured basis by the Company and each of the existing and future domestic subsidiaries of CFI or CBS that guaranteed the obligations under the 2016 Senior Credit Facilities.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest was payable semi-annually. The entire remaining $34 million outstanding principal amount of 2016 Senior Notes was redeemed on May 1, 2021. Additionally, the Company wrote-off debt issuance costs and discounts </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">related to the 2016 Senior Notes of $2 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2021 Credit Facilities</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On October 15, 2021, the Company refinanced its 2016 Senior Credit Facilities by entering into a new senior secured credit agreement among the Company, its subsidiaries CBS, Conduent State &amp; Local Solutions, Inc. (CSLS) and Affiliated Computer Services International B.V., the lenders party thereto and Bank of America, N.A., as the administrative agent (2021 Credit Agreement). The 2021 Credit Agreement contains senior secured credit facilities (2021 Senior Credit Facilities) consisting of:</span></div><div><span><br/></span></div><div style="padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(i)    Senior Secured Term Loan A (2021 Term Loan A) with an aggregate principal amount of $265 million;</span></div><div style="padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(ii)    Senior Secured Term Loan B (2021 Term Loan B) with an aggregate principal amount of $515 million; and</span></div><div style="padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(iii)    Senior Revolving Credit Facility maturing 2026 (2021 Revolving Credit Facility) with an aggregate available amount of $550 million including a sub-limit for up to $300 million available for the issuance of letters of credit. </span></div><div style="padding-left:27pt;text-indent:-27pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the Company has borrowed $100 million of its $550 million 2021 Revolving Credit Facility and utilized $20 million of its revolving credit facility capacity to issue letters of credit. The net amount available to be drawn upon under the 2021 Revolving Credit Facility as of December 31, 2021, was $430 million. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The 2021 Credit Agreement permits the Company to request incremental term loan borrowings and /or increase commitments, subject to certain limitations and satisfaction of certain conditions.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Borrowings under the 2021 Term Loan A, the 2021 Term Loan B and the 2021 Revolving Credit Facility bear interest, at the Issuers’ option, at a rate per annum equal to an applicable margin over a base rate or a Eurocurrency rate, depending on the type of loan. The applicable margin for the 2021 Term Loan A and the 2021 Revolving Credit Facility for Eurocurrency loans range from 1.75% to 2.75% per annum, depending on certain leverage ratios and for base rate loans range from 0.75% to 1.75% per annum. The margin at December 31, 2021 was 2.25%. The applicable margin for the 2021 Term Loan B for Eurocurrency loans is 4.25% per annum and for base rate loans is 3.25% per annum. The margin at December 31, 2021 was 4.25%. In addition to paying interest on outstanding principal under the 2021 Revolving Credit Facility, the Company is required to pay a commitment fee of 0.4% per annum to the lenders in respect of unutilized commitments thereunder. Under the terms of the 2021 Credit Agreement, in the event there is a benchmark transition, the Eurocurrency rate will reference the benchmark replacement rate as defined in the 2021 Credit Agreement. The Company does not anticipate this transition will have any material impact on its consolidated financial statements. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:112%">All obligations under the 2021 Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions). All obligations under the 2021 Credit Agreement are secured, subject to certain exceptions, by a first-priority pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor (which pledges, in the case of any foreign subsidiary, are limited to 65% of the capital stock of any first-tier foreign subsidiary).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The 2021 Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default. It requires the consolidated first lien net leverage ratio not to exceed 3.50 to 1.00. This covenant applies to the 2021 Term Loan A and 2021 Revolving Credit Facility. The covenant is tested on the last day of any fiscal quarter commencing with the first full fiscal quarter after the closing date. Therefore the first time the test will be performed is as of March 31, 2022.</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2021 Senior Notes</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Concurrent with the 2021 Credit Agreement, on October 15, 2021, CBS and CSLS (collectively, the Issuers) issued 6.00% fixed rate senior notes due 2029 (2021 Senior Notes). The 2021 Senior Notes are guaranteed on a senior secured basis by the Company and existing and future material direct and indirect wholly owned domestic subsidiaries of CBS that guaranteed the obligations under the 2021 Senior Credit Facilities.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest is payable semi-annually. Prior to November 1, 2024, the Issuers can redeem the 2021 Senior Notes, in whole or in part, at a price equal to the principal amount of the 2021 Senior Notes, plus a make-whole premium plus accrued and unpaid interest. The Issuers can redeem the 2021 Senior Notes, in whole or in part, at any time on or after November 1, 2024, at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, up to but excluding the redemption date. In addition, the Company may be required to make an offer to purchase the notes upon the sale of certain assets and upon a change of control. No 2021 Senior Notes were redeemed between October 15, 2021 and December 31, 2021.</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Debt Issuance Costs and Discount</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the refinancing, the Company recorded deferred discounts and debt issuance costs of $30 million.</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additionally, the Company wrote-off debt issuance costs and discounts related to the 2016 Senior Credit Facilities of $13 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Proceeds</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net proceeds of the 2021 Senior Credit Facilities and the 2021 Senior Notes were used to refinance entirely the balance of borrowings outstanding under the 2016 Senior Credit Facilities on the Closing Date and to pay related fees and expenses.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Interest</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest paid on short-term and long-term debt amounted to $40 million, $51 million, $69 million for the years ended December 31, 2021, 2020 and 2019, respectively. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest expense and interest income were as follows: </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:57.490%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.969%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.969%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.970%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest expense</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline"> </span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest income</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> ____________</span></div><div style="padding-left:18pt;text-indent:-15.75pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:5.99pt">Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-term debt was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:47.509%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.298%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.298%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.299%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted Average Interest Rates at December 31, 2021</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021 Term loan A due 2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021 Term loan B due 2028</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">515 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021 Senior notes due 2029</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.04 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021 Revolving credit facility maturing 2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.58 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2016 Term loan A due 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">654 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2016 Term loan B due 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">816 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2016 Senior notes due 2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Finance lease obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.01 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.98 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Principal Debt Balance</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,440 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,528 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Debt issuance costs and unamortized discounts</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(27)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(18)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: current maturities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(30)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(90)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Long-term Debt</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,383 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,420 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> ____________</span></div><div style="padding-left:18pt;text-indent:-15.75pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:5.99pt">Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.</span></div> 0.0310 265000000 0 0.0500 515000000 0 0.0604 520000000 0 0.0258 100000000 0 0 654000000 0 816000000 0 34000000 0.0501 16000000 20000000 24000000 4000000 1440000000 1528000000 27000000 18000000 30000000 90000000 1383000000 1420000000 Scheduled principal payments due on long-term debt for the next five years are as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.944%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total </span></td></tr><tr><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,009 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,440 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 30000000 27000000 24000000 23000000 327000000 1009000000 1440000000 700000000 850000000 750000000 300000000 150000000 750000000 0.105 34000000 2000000 265000000 515000000 550000000 300000000 100000000 550000000 20000000 430000000 2.25 4.25 0.004 0.0600 30000000 13000000 40000000 51000000 69000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest expense and interest income were as follows: </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:57.490%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.969%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.969%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.970%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest expense</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline"> </span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest income</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> ____________</span></div><div style="padding-left:18pt;text-indent:-15.75pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:5.99pt">Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).</span></div> 55000000 60000000 78000000 1000000 2000000 6000000 Financial Instruments<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. The Company manages its exposure to these market risks through regular operating and financing activities and, when appropriate, using derivative financial instruments. These derivative financial instruments are utilized to hedge economic exposures, as well as to reduce earnings and cash flow volatility resulting from shifts in market rates. The Company enters limited types of derivative contracts to manage foreign currency exposures that it hedges. The primary foreign currency market exposures include the Philippine Peso and Indian Rupee. The fair market values of all the Company's derivative contracts change with fluctuations in interest rates or currency exchange rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are held solely as risk management tools and not for trading or speculative purposes. The related cash flow impacts of all derivative activities are reflected as cash flows from operating activities. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not believe there is significant risk of loss in the event of non-performance by the counterparty associated with its derivative instruments because these transactions are executed with a major financial institution. Further, the Company's policy is to deal only with counterparties having a minimum investment grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Summary of Foreign Exchange Hedging Positions </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2021 and 2020, the Company had outstanding forward exchange with gross notional values of $150 million and $180 million, respectively. At December 31, 2021, approximately 73% of these contracts mature within three months, 10% in three to six months, 13% in six to twelve months and 4% in greater than 12 months.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of the primary hedging positions and corresponding fair values:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.855%"><tr><td style="width:1.0%"/><td style="width:55.068%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.914%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.210%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross<br/>Notional<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fair Value</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Asset</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(Liability)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross<br/>Notional<br/>Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fair Value</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Asset</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(Liability)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Currencies Hedged (Buy/Sell)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Philippine Peso/U.S. Dollar</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indian Rupee/U.S. Dollar</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Euro/U.S. Dollar</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Mexican Peso/U.S. Dollar</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">All Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Foreign Exchange Hedging</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">180 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">____________</span></div><div style="padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:17.24pt">Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.</span></div> 150000000 180000000 0.73 0.10 0.13 0.04 <div style="text-align:justify"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of the primary hedging positions and corresponding fair values:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.855%"><tr><td style="width:1.0%"/><td style="width:55.068%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.914%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.210%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross<br/>Notional<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fair Value</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Asset</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(Liability)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross<br/>Notional<br/>Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fair Value</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Asset</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(Liability)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Currencies Hedged (Buy/Sell)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Philippine Peso/U.S. Dollar</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indian Rupee/U.S. Dollar</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Euro/U.S. Dollar</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Mexican Peso/U.S. Dollar</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">All Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Foreign Exchange Hedging</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">180 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">____________</span></div><div style="padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:17.24pt">Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.</span></div> 55000000 -2000000 53000000 1000000 47000000 1000000 52000000 1000000 18000000 0 17000000 0 0 0 2000000 0 30000000 0 56000000 0 150000000 -1000000 180000000 2000000 Fair Value of Financial Assets and Liabilities<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities. </span></div><div><span><br/></span></div><div style="text-align:justify"><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Summary of Financial Assets and Liabilities Accounted for at Fair Value on a Recurring Basis</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases was Level 2. </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:64.639%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.298%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.299%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign exchange contract - forward</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign exchange contracts - forward</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="text-align:justify"><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Summary of Other Financial Assets and Liabilities</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimated fair values of other financial assets and liabilities were as follows:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:49.851%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.613%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.613%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.613%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.614%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fair<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fair<br/>Value</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-term debt</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,383 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,374 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In January 2019, the Company completed the acquisition of Health Solutions Plus (HSP), a software provider of</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">healthcare payer administration solutions, for a total base consideration of $90 million and a maximum contingent</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">consideration payment of $8 million based on a cumulative achievement over 2 years. The fair value of the contingent consideration payable related to the HSP acquisition was measured using a Monte Carlo simulation model and calibrated to management’s financial projections of the acquired business. The value of the contingent consideration payable was then estimated to be the arithmetic average of all simulation paths, discounted to the valuation date (Level 3). During the third quarter of 2020, the contingent consideration payable was settled.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of Long-term debt was estimated based on the current rates offered to the Company for debt of similar maturities (Level 2).</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases was Level 2. </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:64.639%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.298%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.299%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign exchange contract - forward</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign exchange contracts - forward</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1000000 2000000 1000000 2000000 2000000 0 2000000 0 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimated fair values of other financial assets and liabilities were as follows:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:49.851%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.613%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.613%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.613%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.614%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fair<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fair<br/>Value</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-term debt</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,383 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,374 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 1383000000 1374000000 1420000000 1378000000 90000000 8000000 Employee Benefit Plans<div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Defined Benefit Plans</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's remaining benefit obligations and plan assets at December 31, 2021 were $16 million and $1 million, respectively. The Company's benefit obligations and plan assets at December 31, 2020 were $13 million and $2 million, respectively.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Defined Contribution Plans</span></div><div><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has post-retirement savings and investment plans in several countries, including the U.S., U.K. and Canada. In many instances, employees from those defined benefit pension plans that have been amended to freeze future service accruals were transitioned to an enhanced defined contribution plan. In these plans employees are allowed to contribute a portion of their salaries and bonuses to the plans, and the Company matches a portion of the employee contributions. Beginning in 2019, the Company suspended its match to the 401(k) plan for all U.S. salaried employees and extended the suspension to all U.S. hourly employees in the second quarter of 2020. However, the match was reinstated for all U.S. employees in November of 2020. </span></div>The Company recorded charges related to its defined contribution plans of $21 million in 2021, $6 million in 2020 and $9 million in 2019. 16000000 1000000 13000000 13000000 2000000 21000000 6000000 9000000 Income Taxes<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Loss before income taxes (pre-tax income (loss)) was as follows: </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:56.733%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.225%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Domestic loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(68)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(186)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,177)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Loss Before Income Taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(139)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,106)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Provision (benefit) for income taxes were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:56.733%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.225%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Federal Income Taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(22)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(170)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Foreign Income Taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">State Income Taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(43)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Provision (Benefit)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(21)</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(172)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as follows: </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.794%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">U.S. federal statutory income tax rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Nondeductible expenses</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(15.5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Change in valuation allowance for deferred tax assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(20.4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">State taxes, net of federal benefit</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(8.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax-exempt income, credits and incentives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">38.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign rate differential adjusted for U.S. taxation of foreign profits</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(11.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Divestitures</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Impairments</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unrecognized tax benefits</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Audit and other tax adjustments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(22.9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Excess tax benefits</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(3)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Effective Income Tax Rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9.7)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15.1 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8.2 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="padding-right:414pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:4pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6pt;font-style:italic;font-weight:400;line-height:120%">_______________</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6pt;font-weight:400;line-height:120%"><br/></span></div><div style="padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%">(1)    The “Foreign rate differential adjusted for U.S. taxation of foreign profits” includes the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries. </span></div><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(2)    Impairment represents adjustments for impairment of an equity investment and the non-deductible component of goodwill.</span></div><div style="padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%">(3)    In 2021, the "Other" line includes two reconciling items above 5% of the federal statutory rate. The impact to the effective rate is driven by the low pretax book income in 2021, and these items are otherwise immaterial. As such, the Company believes it is appropriate for these items to remain in “Other”.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On a consolidated basis, the Company paid $25 million, received a refund of $1 million and paid $46 million in combined income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2021, 2020 and 2019, respectively. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Unrecognized Tax Benefits and Audit Resolutions</span><span style="color:#ff9900;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes tax liabilities when, despite its belief that its tax return positions are supportable, the Company believes that certain positions may not be fully sustained upon review by tax authorities. Each period the Company assesses uncertain tax positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Where the Company has determined that its tax return filing position does not satisfy the more-likely-than-not recognition threshold, the Company has recorded no tax benefits.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is also subject to ongoing tax examinations in numerous jurisdictions due to the extensive geographical scope of its operations. Ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can increase or decrease the Company's effective tax rate, as well as impact its operating results. The specific timing of when the resolution of each tax position will be reached is uncertain. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the Company had $23 million of unrecognized tax benefits, of which $22 million, if recognized, would impact the Company's effective tax rate. Due to expected settlements, the Company estimates that $11 million of the total unrecognized tax benefits will reverse within the next twelve months. </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows: </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.794%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at January 1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Additions related to current year</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Additions related to prior years positions</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Reductions related to prior years positions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Settlements with taxing authorities</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-right:414pt"><span><br/></span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company maintains offsetting benefits from other jurisdictions of $12 million, $15 million and $16 million, at December 31, 2021, 2020 and 2019, respectively. The Company recognized interest and penalties accrued on unrecognized tax benefits within income tax expense. The Company had $12 million, $13 million and $14 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2021, 2020 and 2019, respectively. In the U.S., the Company is no longer subject to U.S. federal income tax examinations for years before 2017. With respect to major foreign jurisdictions, the years generally remain open back to 2005. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Income Taxes</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is indefinitely reinvested in the undistributed earnings of its foreign subsidiaries with respect to the U.S. These foreign subsidiaries have aggregate cumulative undistributed earnings of $307 million as of December 31, 2021. For years after 2017, the Tax Reform does allow for certain earnings to be repatriated free from U.S. Federal taxes. However, the repatriation of earnings could give rise to additional tax liabilities. The Company has also not provided for deferred taxes on outside basis differences in its investments in its foreign subsidiaries. A determination of the unrecognized deferred taxes related to these other components of our outside basis differences is not practicable. The Company has provided for deferred taxes with respect to certain unremitted earnings of foreign subsidiaries that are not indefinitely reinvested between foreign subsidiaries outside of the U.S.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows: </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:68.944%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.143%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.145%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 4.37pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 4.37pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Tax Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net operating losses and capital loss carryforward</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">96 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating reserves, accruals and deferrals</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred compensation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Settlement reserves</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Subtotal</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">294 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(82)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(83)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">211 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Tax Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unearned income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intangibles and goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">285 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Deferred Tax Assets (Liabilities), Net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(55)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(74)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The deferred tax assets for the respective periods were assessed for recoverability and, where applicable, a valuation allowance was recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future. The net change in the total valuation allowance for the years ended December 31, 2021 and 2020 was a decrease of $1 million and an increase of $11 million, respectively. The valuation allowance relates primarily to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Although realization is not assured, we have concluded that it is more-likely-than-not that the deferred tax assets, for which a valuation allowance was determined to be unnecessary, will be realized in the ordinary course of operations based on the available positive and negative evidence, including scheduling of deferred tax liabilities and projected income from operating activities. The amount of the net deferred tax assets considered realizable, however, could be reduced in the near term if actual future income or income tax rates are lower than estimated, or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">At December 31, 2021, we had tax credit carryforwards of $42 million available to offset future income taxes, which will expire between 2027 and 2041, if not utilized. We also had net operating loss carryforwards for income tax purposes of $603 million that will expire between 2022 and 2041, if not utilized, and $143 million available to offset future taxable income indefinitely. We had $7 million of capital loss carryforwards for income tax purposes that will expire in 2024, if not utilized, and $12 million available to offset future capital gains income indefinitely.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Loss before income taxes (pre-tax income (loss)) was as follows: </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:56.733%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.225%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Domestic loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(68)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(186)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,177)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Loss Before Income Taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(139)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,106)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -68000000 -186000000 -2177000000 43000000 47000000 71000000 -25000000 -139000000 -2106000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Provision (benefit) for income taxes were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:56.733%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.223%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.225%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Federal Income Taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(22)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(170)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Foreign Income Taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">State Income Taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(43)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Provision (Benefit)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(21)</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(172)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 6000000 -22000000 -3000000 -23000000 -17000000 -170000000 15000000 18000000 47000000 2000000 -4000000 -8000000 3000000 5000000 5000000 0 -1000000 -43000000 3000000 -21000000 -172000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as follows: </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.794%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">U.S. federal statutory income tax rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Nondeductible expenses</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(15.5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Change in valuation allowance for deferred tax assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(20.4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">State taxes, net of federal benefit</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(8.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax-exempt income, credits and incentives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">38.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign rate differential adjusted for U.S. taxation of foreign profits</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(11.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Divestitures</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Impairments</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unrecognized tax benefits</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Audit and other tax adjustments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(22.9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Excess tax benefits</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(3)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Effective Income Tax Rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9.7)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15.1 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8.2 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="padding-right:414pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:4pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6pt;font-style:italic;font-weight:400;line-height:120%">_______________</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6pt;font-weight:400;line-height:120%"><br/></span></div><div style="padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%">(1)    The “Foreign rate differential adjusted for U.S. taxation of foreign profits” includes the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries. </span></div><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(2)    Impairment represents adjustments for impairment of an equity investment and the non-deductible component of goodwill.</span></div><div style="padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:115%">(3)    In 2021, the "Other" line includes two reconciling items above 5% of the federal statutory rate. The impact to the effective rate is driven by the low pretax book income in 2021, and these items are otherwise immaterial. As such, the Company believes it is appropriate for these items to remain in “Other”.</span></div> 0.210 0.210 0.210 -0.155 -0.021 -0.002 -0.204 0.006 -0.012 -0.086 -0.021 0.018 0.384 0.051 0.003 0.111 0.009 0.002 0.021 0 0.002 -0.031 0 -0.141 0.008 -0.012 -0.003 -0.229 -0.053 0.001 0.075 0 0 0.021 0 0.008 -0.097 0.151 0.082 25000000 -1000000 46000000 23000000 22000000 11000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows: </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.794%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at January 1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Additions related to current year</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Additions related to prior years positions</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Reductions related to prior years positions</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Settlements with taxing authorities</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 23000000 24000000 20000000 0 0 1000000 3000000 3000000 7000000 3000000 0 3000000 0 4000000 1000000 23000000 23000000 24000000 12000000 15000000 16000000 12000000 13000000 14000000 307000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows: </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:68.944%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.143%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.145%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 4.37pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 4.37pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Tax Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net operating losses and capital loss carryforward</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">96 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating reserves, accruals and deferrals</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred compensation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Settlement reserves</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Subtotal</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">294 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(82)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(83)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">211 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Tax Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unearned income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intangibles and goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">285 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Deferred Tax Assets (Liabilities), Net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(55)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(74)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 84000000 96000000 49000000 57000000 5000000 7000000 18000000 17000000 63000000 68000000 42000000 42000000 4000000 7000000 265000000 294000000 82000000 83000000 183000000 211000000 0 27000000 79000000 100000000 85000000 75000000 56000000 57000000 18000000 26000000 238000000 285000000 55000000 74000000 1000000 -11000000 42000000 603000000 143000000 7000000 12000000 Contingencies and Litigation<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning a variety of matters, including: governmental entity contracting, servicing and procurement law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its view on estimated losses in consultation with outside counsel handling its defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. The Company believes it has recorded adequate provisions for any such matters as of December 31, 2021. Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be more than any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's Consolidated Financial position or liquidity. As of December 31, 2021, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:11pt;font-weight:700;line-height:120%">Litigation Against the Company</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with our statements and alleged omissions regarding our financial guidance and business and operations was filed against us, our former Chief Executive Officer, and our former Chief Financial Officer in the United States District Court for the District of New Jersey. The complaint seeks certification of a class of all persons who purchased or otherwise acquired our securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary damages, costs, and attorneys’ fees. We moved to dismiss the class action complaint in its entirety. In June 2020, the court denied the motion to dismiss and allowed the claims to proceed. We intend to defend the litigation vigorously. The Company maintains insurance that may cover any costs arising out of this litigation up to the insurance limits, and subject to meeting certain deductibles and to other terms and conditions thereof. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.</span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York. The lawsuit relates to the sale of a portion of Conduent Business Service, LLC’s (CBS) select standalone customer care call center business to plaintiffs, which sale closed in February 2019. Under the terms of the sale agreement, CBS received approximately $23 million of notes from plaintiffs (Notes). The lawsuit alleges various causes of action in connection with the acquisition, including: indemnification for breach of representation and warranty; indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. On August 20, 2020, Conduent filed a counterclaim against Skyview LLC (Skyview) seeking the outstanding balance on the Notes, the amounts owed for the Jamaica deferred closing, and other transition services agreement and late rent payment obligations. Conduent also moved to dismiss Skyview’s claims in 2020. In May 2021, the court denied the motion and allowed the claims to proceed. Conduent denies all of the plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims and it intends to defend the litigation vigorously. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">Dennis Nasrawi v. Buck Consultants et al.:</span><span style="color:#1269bd;font-family:'Arial',sans-serif;font-size:12pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On October 8, 2009, plaintiffs filed a lawsuit in the Superior Court of California, Stanislaus County, and on November 24, 2009, the case was removed to the U.S. Court for the Eastern District of California, Fresno Division. Plaintiffs allege actuarial negligence against Buck Consultants, LLC (Buck), which was a wholly-owned subsidiary of Conduent, for the use of faulty actuarial assumptions in connection with the 2007 actuarial valuation for the Stanislaus County Employees Retirement Association (StanCERA). Plaintiffs allege that the employer contribution rate adopted by StanCERA based on Buck’s valuation was insufficient to fund the benefits promised by the County. On July 13, 2012, the Court entered its ruling that the plaintiffs lacked standing to sue in a representative capacity on behalf of all plan participants. The Court also ruled that plaintiffs had adequately pleaded their claim that Buck allegedly aided and abetted StanCERA in breaching its fiduciary duty. Plaintiffs then filed their Fifth Amended Complaint and added StanCERA to the litigation. Buck and StanCERA filed demurrers to the amended complaint. On September 13, 2012, the Court sustained both demurrers with prejudice, completely dismissing the matter and barring plaintiffs from refiling their claims. Plaintiffs appealed, and ultimately the California Court of Appeals (Sixth District) reversed the trial court’s ruling and remanded the case back to the trial court as to Buck only, and only with respect to plaintiff’s claim of aiding and abetting StanCERA in breaching its fiduciary duty. This case has been stayed pending the outcome of parallel litigation the plaintiffs are pursuing against StanCERA. The parallel litigation was tried before the bench in June 2018, and on January 24, 2019, the court found in favor of StanCERA, holding that it had not breached its fiduciary duty to plaintiffs. On April 26, 2019, plaintiffs in the parallel litigation filed an appeal. On December 8, 2021, the appellate court affirmed the trial court’s decision, and the judgment became final on January 7, 2022. Plaintiffs in the parallel litigation filed a petition for review to the California Supreme Court. Nasrawi remains stayed until the parallel litigation is finally concluded. Absent the court finding that StanCERA breached its fiduciary duty, plaintiffs’ claim against Buck for aiding and abetting said breach would not appear viable. Buck will continue to aggressively defend these lawsuits. In August 2018, Conduent sold Buck; however, the Company retained this liability after the sale. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.</span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">Conduent Business Services, LLC v. Cognizant Business Services Corporation:</span><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 12, 2017, CBS filed a lawsuit against Cognizant Business Services Corporation (Cognizant) in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between CBS and Cognizant, as amended and supplemented (Contract). The Contract contains certain minimum purchase obligations by CBS through the date of expiration. The lawsuit alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly perform its obligations as subcontractor to CBS under CBS's contract with the New York Department of Health to provide Medicaid Management Information Systems. In the lawsuit, CBS seeks damages in excess of $150 million. During the first quarter of 2018, CBS provided notice to Cognizant that it was terminating the Contract for cause and recorded in the same period certain charges associated with the termination. CBS also alleges that it terminated the Contract for cause, because, among other things, Cognizant violated the Foreign Corrupt Practices Act. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the Contract and an alleged $25 million termination fee. Cognizant's second amended counterclaim increased Cognizant's damages to $89 million. CBS will continue to vigorously defend itself against the counterclaims, but the Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.</span></div><div><span><br/></span></div><div><span style="color:#1269bc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Matters: </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Since 2014, Xerox Education Services, Inc. (XES) has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (Department) and the Consumer Financial Protection Bureau (CFPB) that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of one remaining state attorney general inquiry, the Company has resolved all investigations by the CFPB, several state agencies, the Department and the U.S. Department of Justice. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which XES serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES. Nor is the Company able to predict the likely outcome of these matters, should any such matter be commenced, or reasonably provide an estimate or range of estimates of any loss in excess of currently recorded reserves. The Company could, in future periods, incur judgments or enter into settlements to resolve these potential matters for amounts in excess of current reserves and there could be a material adverse effect on the Company's results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:11pt;font-weight:700;line-height:120%">Guarantees and Indemnifications</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Indemnifications Provided as Part of Contracts and Agreements</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">Acquisitions/Divestitures: </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of its divestiture agreements. In addition, the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants, including such matters as adequate title to assets sold, intellectual property rights and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications. Additionally, under certain of the Company's acquisition agreements, it has provided for additional consideration to be paid to the sellers if established financial targets are achieved within specific timeframes post-closing. The Company has recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from divestitures and contingent consideration provided for by acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows.</span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">Other Agreements:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is also party to the following types of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters: </span></div><div style="margin-top:4.5pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Guarantees on behalf of the Company's subsidiaries with respect to real estate leases. These lease guarantees may remain in effect after the sale of the subsidiary. </span></div><div style="padding-left:18pt;text-indent:-15.75pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:12.25pt">Agreements to indemnify various service providers, trustees and bank agents from any third-party claims related to their performance on the Company's behalf, except for claims that result from the third-party's own willful misconduct or gross negligence. </span></div><div style="padding-left:18pt;text-indent:-15.75pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:12.25pt">Guarantees of the Company's performance in certain services contracts to its customers and indirectly the performance of third parties with whom the Company has subcontracted for their services. This includes indemnifications to customers for losses that may be sustained because of the Company's performance of services at a customer's location. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In each of these circumstances, payment is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract and such procedures also typically allow the Company to challenge the other party's claims. In the case of lease guarantees, the Company may contest the liabilities asserted under the lease. Further, obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments it made. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Intellectual Property Indemnifications </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not own all of the software that it uses to run its business. Instead, the Company licenses this software from a small number of primary vendors. The Company indemnifies certain software providers against claims that may arise as a result of the Company's use or its subsidiaries', customers' or resellers' use of their software in the Company's services and solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the procedures required in the services contract. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Indemnification of Officers and Directors</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's corporate by-laws require that, except to the extent expressly prohibited by law, the Company must indemnify its officers and directors against judgments, fines, penalties and amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with civil or criminal action or proceedings or any appeal, as it relates to their services to the Company and its subsidiaries. Although the by-laws provide no limit on the amount of indemnification, the Company may have recourse against its insurance carriers for certain payments made by the Company. However, certain indemnification payments may not be covered under the Company's directors' and officers' insurance coverage. The Company also indemnifies certain fiduciaries of its employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the Company. Finally, in connection with the Company's acquisition of businesses, it may become contractually obligated to indemnify certain former and current directors, officers and employees of those businesses in accordance with pre-acquisition by-laws or indemnification agreements or applicable state law.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Contingencies</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain contracts, primarily in the Company's Government Services and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2021, the Company had $560 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $109 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations. In general, the Company would only be liable for these guarantees in the event of default in the Company's performance of its obligations under each contract. The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements to allow it to respond to future requests for proposals that require such credit support.</span></div> 23000000 150000000 2 47000000 25000000 89000000 560000000 109000000 Preferred Stock<div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Series A Preferred Stock</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the December 31, 2016 separation from the Company's former parent company (Separation), the Company issued 120,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation preference of $120 million and an initial fair value of $142 million. The Series A convertible preferred stock pays quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of the Series A convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $22.25 per share of common stock), subject to customary anti-dilution adjustments. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If the closing price of the Company's common stock exceeds 137% of the initial conversion price for 20 out of 30 trading days, the Company has the right to cause any or all of the Series A convertible preferred stock to be converted into shares of common stock at the then applicable conversion rate. The Series A convertible preferred stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus an additional number of shares determined by reference to the price paid for the Company's common stock upon such change in control. In addition, upon the occurrence of certain fundamental change events, including a change in control or the delisting of Conduent's common stock, the holder of Series A convertible preferred stock has the right to require the Company to redeem any or all of the Series A convertible preferred stock in cash at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends to, but not including, the redemption date. As a result of the contingent redemption feature, the Series A convertible preferred stock is classified as temporary equity and reflected separately from permanent equity in the Consolidated Balance Sheets.</span></div> 120000 120000000 142000000 0.08 9600000 44.9438 5393000 22.25 137 Shareholders’ Equity<div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Preferred Stock</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the Company had one class of preferred stock outstanding. Refer to Note 17 – Preferred Stock for further information. The Company is authorized to issue approximately 100 million shares of convertible preferred stock at $0.01 par value per share.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Common Stock</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has 1 billion authorized shares of common stock at $0.01 par value per share. At December 31, 2021, 28.9 million shares were reserved for issuance under the Company's incentive compensation plans and 5.4 million shares were reserved for conversion of the Series A convertible preferred stock.</span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock Compensation Plans</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain of the Company's employees participate in a long-term incentive plan. The Company's long-term incentive plan authorizes the issuance of restricted stock units / shares (RSU), performance stock units / share (PSU) and non-qualified stock options to employees. Stock-based compensation expense includes expense based on the awards and terms previously granted to the employees.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:52.419%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.709%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.711%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Stock-based compensation expense, pre-tax</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax benefit recognized in earnings</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:center"><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:115%">Restricted Stock Units / Shares</span><span style="color:#ff9900;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Compensation expense is based upon the grant date market price. The compensation expense is recorded over the vesting period based on management's estimate of the number of shares expected to vest. The Company’s RSU awards typically vest in three separate and equal tranches over a three-year period. Each tranche vests annually, at December 31, following the date of grant.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In 2021, the Company issued 329 thousand Deferred Stock Units (DSU) to non-employee members of the Board of Directors. DSU awards typically vest in accordance with certain service conditions. </span></div><div><span><br/></span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:115%">Performance Stock Units / Shares:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> The Company has granted PSUs under various scenarios including:</span></div><div><span><br/></span></div><div style="padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">PSUs that vest contingent upon its achievement of certain specified financial performance criteria over a three-year period. If the three-year actual results exceed the stated targets, then the plan participants have the potential to earn additional shares of common stock, which cannot exceed 50% of the original grant. The fair value of these PSUs is based upon the market price of Conduent's common stock on the date of the grant. Compensation expense is recognized over the vesting period, which is two years and nine months from the date of grant, based on management's estimate of the number of shares expected to vest. If the stated targets are not met, any recognized compensation cost would be reversed.<br/></span></div><div style="padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">•</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%;padding-left:14.5pt">PSUs that vest contingent upon the increase of Conduent’s stock price to certain levels over a two year and nine-month period from the date of grant. These PSUs also have a service requirement that must be met for them to vest.</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:12pt;font-weight:400;line-height:115%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The fair value of these PSUs is based upon a Monte Carlo simulation. Compensation expense is recognized over the vesting period based on management's estimate of the number of shares expected to vest.</span></div><div style="padding-left:24.75pt;text-indent:-22.5pt"><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:11pt;font-weight:700;line-height:120%">Summary of Stock-based Compensation Activity</span></div><div style="padding-left:12.37pt;padding-right:12.37pt;text-align:center;text-indent:-22.5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:23.422%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.647%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.647%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.798%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(shares in thousands)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted<br/>Average Grant<br/>Date Fair<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted<br/>Average Grant<br/>Date Fair<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted<br/>Average Grant<br/>Date Fair<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Restricted Stock Units / Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,620 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,741 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13.07 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,399 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.90 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,677 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7,778 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,503 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12.57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,117)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,816)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.99 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,135)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Canceled</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,388)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.96 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,083)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,026)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15.68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Outstanding at December 31</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,792 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,620 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,741 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13.07 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Performance Stock Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,453 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,597 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,557 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.76 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,545 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7,010 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,229 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13.35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,945)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.37 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,163)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7.33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,069)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15.64 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Canceled</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,444)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,991)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11.91 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,120)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Outstanding at December 31</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,609 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.71 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,453 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,597 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2021 was as follows (in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.625%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.806%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.809%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unrecognized Compensation</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Weighted-Average Expense Period (Years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock Units / Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.7</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Performance Stock Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.4</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The aggregate intrinsic value of outstanding RSUs and PSUs awards were as follows (in millions):</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.262%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.808%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock Units / Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Performance Stock Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards were as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:16.233%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.355%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Intrinsic Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash Received</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax Benefit</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Intrinsic Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash Received</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax Benefit</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Intrinsic Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash Received</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax Benefit</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock Units / Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Performance Stock Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 100000000 0.01 1000000000 0.01 28900000 5400000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense was as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:52.419%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.709%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.711%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Stock-based compensation expense, pre-tax</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax benefit recognized in earnings</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 21000000 20000000 24000000 3000000 3000000 0 329000 P3Y P3Y 0.50 <div style="padding-left:24.75pt;text-indent:-22.5pt"><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:11pt;font-weight:700;line-height:120%">Summary of Stock-based Compensation Activity</span></div><div style="padding-left:12.37pt;padding-right:12.37pt;text-align:center;text-indent:-22.5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:23.422%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.647%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.794%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.647%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.798%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(shares in thousands)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted<br/>Average Grant<br/>Date Fair<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted<br/>Average Grant<br/>Date Fair<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted<br/>Average Grant<br/>Date Fair<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Restricted Stock Units / Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,620 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,741 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13.07 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,399 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.90 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,677 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7,778 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,503 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12.57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,117)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,816)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.99 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,135)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Canceled</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,388)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.96 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,083)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,026)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15.68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Outstanding at December 31</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,792 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,620 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,741 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13.07 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Performance Stock Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,453 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,597 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,557 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.76 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,545 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7,010 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,229 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13.35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,945)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.37 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,163)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7.33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,069)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15.64 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Canceled</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,444)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5.13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,991)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11.91 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,120)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Outstanding at December 31</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,609 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.71 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,453 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,597 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16.17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 5620000 3.49 1741000 13.07 2399000 16.90 2677000 6.65 7778000 2.25 2503000 12.57 3117000 4.69 2816000 4.99 2135000 15.54 1388000 3.96 1083000 6.11 1026000 15.68 3792000 4.57 5620000 3.49 1741000 13.07 5453000 3.83 3597000 16.17 4557000 16.76 1545000 6.54 7010000 1.37 1229000 13.35 1945000 3.37 3163000 7.33 1069000 15.64 1444000 5.13 1991000 11.91 1120000 16.00 3609000 4.71 5453000 3.83 3597000 16.17 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2021 was as follows (in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.625%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.806%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.809%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unrecognized Compensation</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Weighted-Average Expense Period (Years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock Units / Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.7</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Performance Stock Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.4</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div> 11000000 P1Y8M12D 4000000 P1Y4M24D 15000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The aggregate intrinsic value of outstanding RSUs and PSUs awards were as follows (in millions):</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.262%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.808%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock Units / Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Performance Stock Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 20000000 19000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards were as follows:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:16.233%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.355%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Intrinsic Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash Received</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax Benefit</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Intrinsic Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash Received</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax Benefit</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total Intrinsic Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash Received</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Tax Benefit</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock Units / Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Performance Stock Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 17000000 0 3000000 13000000 0 3000000 17000000 0 4000000 11000000 0 2000000 14000000 0 2000000 11000000 0 2000000 Other Comprehensive Income (Loss)<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other Comprehensive Income (Loss) is comprised of the following:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:32.135%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.298%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="33" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Pre-tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net of Tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Pre-tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net of Tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Pre-tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net of Tax</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Currency Translation</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Currency translation adjustments, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Reclassification of currency translation adjustments on divestitures</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Translation adjustments gains (losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Gains (Losses)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Changes in fair value of cash flow hedges gains (losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Changes in cash flow hedges reclassed to earnings</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Unrealized Gains (Losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Defined Benefit Plans Gains (Losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Reclassification of divested benefit plans and other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net actuarial/prior service gains (losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Changes in Defined Benefit Plans Gains (Losses)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:11pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Comprehensive Income (Loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-right:414pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6pt;font-style:italic;font-weight:400;line-height:120%"> ____________________________</span></div><div style="padding-right:414pt"><span><br/></span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Reclassified to Cost of services - refer to Note 12 – Financial Instruments for additional information regarding our cash flow hedges.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%"> </span></div><div><span style="color:#0066cc;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Accumulated Other Comprehensive Loss (AOCL)</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Below are the balances and changes in AOCL</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: </span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.607%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.747%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Currency Translation Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gains (Losses) on Cash Flow Hedges</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Defined Benefit Pension Items</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(426)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(425)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other comprehensive income (loss) before reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified from accumulated other comprehensive loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net current period other comprehensive income (loss)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(408)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(407)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other comprehensive income (loss) before reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified from accumulated other comprehensive loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net current period other comprehensive income (loss)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(400)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(398)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other comprehensive income (loss) before reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified from accumulated other comprehensive loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net current period other comprehensive income (loss)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(431)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(429)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">All amounts are net of tax. Tax effects were immaterial.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other Comprehensive Income (Loss) is comprised of the following:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:32.135%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.298%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="33" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Pre-tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net of Tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Pre-tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net of Tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Pre-tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net of Tax</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Currency Translation</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Currency translation adjustments, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Reclassification of currency translation adjustments on divestitures</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Translation adjustments gains (losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Gains (Losses)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Changes in fair value of cash flow hedges gains (losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Changes in cash flow hedges reclassed to earnings</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Unrealized Gains (Losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Defined Benefit Plans Gains (Losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Reclassification of divested benefit plans and other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net actuarial/prior service gains (losses)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Changes in Defined Benefit Plans Gains (Losses)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:11pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Comprehensive Income (Loss)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-right:414pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6pt;font-style:italic;font-weight:400;line-height:120%"> ____________________________</span></div><div style="padding-right:414pt"><span><br/></span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Reclassified to Cost of services - refer to Note 12 – Financial Instruments for additional information regarding our cash flow hedges.</span></div> -31000000 -31000000 8000000 8000000 3000000 3000000 0 0 0 0 15000000 15000000 -31000000 -31000000 8000000 8000000 18000000 18000000 -1000000 -1000000 0 0 1000000 1000000 0 0 0 0 -1000000 0 -1000000 -1000000 0 0 0 1000000 0 0 0 0 1000000 -1000000 1000000 1000000 1000000 1000000 0 0 1000000 1000000 1000000 1000000 1000000 -1000000 -31000000 -31000000 9000000 9000000 19000000 18000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Below are the balances and changes in AOCL</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: </span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.607%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.747%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Currency Translation Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gains (Losses) on Cash Flow Hedges</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Defined Benefit Pension Items</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(426)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(425)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other comprehensive income (loss) before reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified from accumulated other comprehensive loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net current period other comprehensive income (loss)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(408)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(407)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other comprehensive income (loss) before reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified from accumulated other comprehensive loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net current period other comprehensive income (loss)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(400)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(398)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other comprehensive income (loss) before reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified from accumulated other comprehensive loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net current period other comprehensive income (loss)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(431)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(429)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:120%">__________</span></div><div style="margin-top:3pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">All amounts are net of tax. Tax effects were immaterial.</span></div> -426000000 2000000 2000000 -1000000 -425000000 3000000 1000000 0 4000000 15000000 0 -1000000 14000000 18000000 1000000 -1000000 18000000 -408000000 3000000 -2000000 -407000000 8000000 0 1000000 9000000 0 0 0 0 8000000 0 1000000 9000000 -400000000 3000000 -1000000 -398000000 -31000000 -1000000 1000000 -31000000 0 0 0 0 -31000000 -1000000 1000000 -31000000 -431000000 2000000 0 -429000000 Earnings (Loss) per Share<div style="margin-top:9pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We did not declare any common stock dividends in the periods presented.</span></div><div style="margin-top:9pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the computation of basic and diluted loss per share of common stock: </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:53.219%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.394%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.394%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.397%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions, except per share data. Shares in thousands)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Earnings (Loss) per Share:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net Income (Loss)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(118)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,934)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Dividend - Preferred Stock</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Adjusted Net Income (Loss) Available to Common Shareholders</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,944)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted Average Common Shares Outstanding - Basic</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">212,719 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210,018 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">209,318 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Common Shares Issuable with Respect to:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock And Performance Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted Average Common Shares Outstanding - Diluted</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">212,719 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210,018 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">209,318 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Earnings (Loss) per Share:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Basic</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.18)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.61)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9.29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Diluted</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.18)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.61)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9.29)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:6pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="21" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">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):</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted stock and performance shares/units</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,210 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,286 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,943 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Convertible preferred stock</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,393 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,393 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,393 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Anti-Dilutive and Contingently Issuable Securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,603 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,679 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,336 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> <span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the computation of basic and diluted loss per share of common stock: </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:53.219%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.394%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.394%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.397%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions, except per share data. Shares in thousands)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Earnings (Loss) per Share:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net Income (Loss)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(118)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,934)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Dividend - Preferred Stock</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Adjusted Net Income (Loss) Available to Common Shareholders</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,944)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted Average Common Shares Outstanding - Basic</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">212,719 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210,018 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">209,318 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Common Shares Issuable with Respect to:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock And Performance Units / Shares</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted Average Common Shares Outstanding - Diluted</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">212,719 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210,018 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">209,318 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Earnings (Loss) per Share:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Basic</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.18)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.61)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9.29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Diluted</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.18)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.61)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9.29)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:6pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="21" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">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):</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted stock and performance shares/units</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,210 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,286 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,943 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Convertible preferred stock</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,393 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,393 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,393 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Anti-Dilutive and Contingently Issuable Securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,603 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,679 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,336 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table> -28000000 -118000000 -1934000000 -10000000 -10000000 -10000000 -38000000 -128000000 -1944000000 212719000 210018000 209318000 0 0 0 212719000 210018000 209318000 -0.18 -0.61 -9.29 -0.18 -0.61 -9.29 8210000 12286000 8943000 5393000 5393000 5393000 13603000 17679000 14336000 Related Party Transactions<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of 2019, Carl C. Icahn and his affiliates (shareholders) increased their ownership interest in the Company. In the normal course of business, the Company provides services to, and purchases from, certain related parties with the same shareholders. The services provided to these entities included those related to human resources, end-user support and other services and solutions. The purchases from these entities included office equipment and related services and supplies. Revenue and purchases from these entities were included in Revenue and Costs of services or Selling, general and administrative, respectively, on the Company's Consolidated Statements of Income (Loss).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Transactions with related parties were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.894%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.081%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="12" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline"> (in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenue from related parties</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Purchases from related parties</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's receivable and payable balances with related party entities were not material as of December 31, 2021 and 2020.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Transactions with related parties were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.894%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.081%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="12" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline"> (in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revenue from related parties</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Purchases from related parties</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 16000000 24000000 33000000 28000000 36000000 46000000 Subsequent Events<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On February 8, 2022, the Company completed the sale of the Midas Suite of patient safety, quality and advanced analytics solutions. At closing, the Buyer paid the Company $321 million in cash, which is subject to settlement of customary post-closing adjustments. The revenue from this business was $70 million and $72 million for the years ended December 31, 2021 and 2020, respectively.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On February 11, 2022, the Company repaid $100 million of outstanding borrowings, plus accrued interest thereon, under the 2021 Revolving Credit Facility.</span></div> 321000000 70000000 72000000 100000000 238 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Valuation and Qualifying Accounts</span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the three years ended December 31, 2021</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:92.982%"><tr><td style="width:1.0%"/><td style="width:5.661%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.755%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.586%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.321%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.586%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.950%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.586%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.937%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.586%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.635%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.428%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.269%"/><td style="width:0.1%"/></tr><tr><td colspan="6" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:7pt;font-weight:400;line-height:100%;text-decoration:underline">(in millions) </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance<br/>at beginning<br/>of period </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Additions</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">charged to</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">expense</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.85pt;font-weight:400;line-height:100%;position:relative;top:-3.15pt;vertical-align:baseline">(1)(4)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amounts (credited) charged to other income statement accounts </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.85pt;font-weight:400;line-height:100%;position:relative;top:-3.15pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deductions and other, net of recoveries </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.85pt;font-weight:400;line-height:100%;position:relative;top:-3.15pt;vertical-align:baseline">(3)(4)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance<br/>at end<br/>of period </span></td></tr><tr><td colspan="6" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Allowance for Credit Losses:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts Receivable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts Receivable</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts Receivable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Tax Valuation Allowance:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax Valuation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax Valuation</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax Valuation</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:22.5pt;padding-right:396pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> __________</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Account Receivables/Contract Assets: additions charged to expense represent bad debt provisions relate to estimated losses due to credit and similar collectability issues.</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(2)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Account Receivables: Other charges (credits) relate to adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations. </span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(3)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Account Receivables/Contract Assets: Deductions and other, net of recoveries primarily relates to receivable and contract asset write-offs, but also includes reclassification to other balance sheet accounts, the impact of foreign currency translation adjustments and recoveries of previously written off receivables and contract assets.</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">(4)</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%;padding-left:8.24pt">Tax Valuation: tax valuation allowance are primarily related to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.</span></div> 2000000 1000000 0 3000000 0 2000000 1000000 0 1000000 2000000 1000000 3000000 0 2000000 2000000 83000000 10000000 0 11000000 82000000 72000000 17000000 0 6000000 83000000 44000000 38000000 0 10000000 72000000 The balances at December 31, 2021 and 2020 are expected to be amortized over a weighted average remaining life of approximately 12 and 11 years, respectively Presented in Other long-term liabilities in the Consolidated Balance Sheets AOCL - Accumulated other comprehensive loss. mpairment represents adjustments for impairment of an equity investment and the non-deductible component of goodwill.(3)    In 2021, the "Other" line includes two reconciling items above 5% of the federal statutory rate. The impact to the effective rate is driven by the low pretax book income in 2021, and these items are otherwise immaterial. As such, the Company believes it is appropriate for these items to remain in “Other”. All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts. (2)     Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown. Represents the net receivable (payable) amount included in the Consolidated Balance Sheet. Includes $5 million, $8 million and $9 million of restricted cash as of the years ended December 31, 2021, 2020 and 2019, respectively, that was included in Other current assets on their respective Consolidated Balance Sheets. Presented in Other long-term assets in the Consolidated Balance Sheets Reclassified to Cost of services - refer to Note 12 – Financial Instruments for additional information regarding our cash flow hedges. CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 (and which the Company paid in December 2021) and the remainder due on December 31, 2022. As of December 31, 2021, the remaining portion of this liability is classified as current and is included in Accrued compensation and benefits costs. EXCEL 115 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( ))P5U0'04UB@0 +$ 0 9&]C4')O<',O87!P+GAM M;$V./0L",1!$_\IQO;=!P4)B0-!2L+(/>QLOD&1#LD)^OCG!CVX>;QA&WPIG M*N*I#BV&5(_C(I(/ !47BK9.7:=N')=HI6-Y #OGDK7A.YNJQ<&4GPZ4A!0W_J=0U[R;UEA_6\#MI7E!+ P04 M " "2<%=4%XFZ,.X K @ $0 &1O8U!R;W!S+V-O&ULS9+! M:L,P#(9?9?B>R''&H";UI66G#08K;.QF;+4UC1-C:R1]^R5>FS*V!]C1TN]/ MGT"-"=+T$5]B'S"2PW0W^K9+TH0U.Q(%"9#,$;U.Y93HIN:^CU[3](P'"-J< M] %!VP9N@!E&&'WZ+J!=B+GZ)S9W@%V28W)+:AB&\;N&Z M1+HS./U*3M(YX)I=)[_5F^WND2G!A2BX*$2]JU:2W\MJ]3&[_O"["?O>NKW[ MQ\970=7 K[M07U!+ P04 " "2<%=4F5R<(Q & "<)P $P 'AL+W1H M96UE+W1H96UE,2YX;6SM6EMSVC@4?N^OT'AG]FT+QC:!MK03621A'^_1S80RY8-[9)-NIL\!"SI^\Y%1^?H.'GS[BYBZ(:(E/)X M8-DOV]:[MR_>X%#BVR]*+ M41B1%G\@M MNN01.+5)#3(3/PB=AIAJ4!P"I DQEJ&&^+3&K!'@$WVWO@C(WXV(]ZMOFCU7 MH5A)VH3X$$8:XIQSYG/1;/L'I4;1]E6\W*.76!4!EQC?-*HU+,76>)7 \:V< M/!T3$LV4"P9!AI@S M&L%&KQMUAVC2/'K^!?F<-0HACA*FNVB<5@$_9Y>PTG!Z(++9OVX?H;5,VPLCO='U!=*Y \FIS_I,C0' MHYI9";V$5FJ?JH,@H%\;D>/N5Z> HWEL:\4*Z">P'_T=HWPJOX@L Y M?RY]SZ7ON?0]H=*W-R-]9\'3BUO>1FY;Q/NN,=K7-"XH8U=RSTS0LS0[=R2^JVE+ZU)CA* M]+',<$X>RPP[9SR2';9WH!TU^_9==N0CI3!3ET.X&D*^ VVZG=PZ.)Z8D;D* MTU*0;\/YZ<5X&N(YV02Y?9A7;>?8T='[Y\%1L*/O/)8=QXCRHB'NH8:8S\-# MAWE[7YAGE<90-!1M;*PD+$:W8+C7\2P4X&1@+: '@Z]1 O)256 Q6\8#*Y"B M?$R,1>APYY=<7^/1DN/;IF6U;J\I=QEM(E(YPFF8$V>KRMYEL<%5'<]56_*P MOFH]M!5.S_Y9KF4Q9Z;RWRT,"2Q;B%D2XDU=[=7GFYRN>B)V^I=W MP6#R_7#)1P_E.^=?]%U#KG[VW>/Z;I,[2$R<><41 71% B.5' 86%S+D4.Z2 MD 83 >LX=SFWJXPD6L_UC6'ODRWSEPVSK> U[F M$RQ#I'[!?8J*@!&K8KZZKT_Y)9P[M'OQ@2";_-;;I/;=X Q\U*M:I60K$3]+ M!WP?D@9CC%OT-%^/%&*MIK&MQMHQ#'F 6/,,H68XWX=%FAHSU8NL.8T*;T'5 M0.4_V]0-:/8--!R1!5XQF;8VH^1."CS<_N\-L,+$CN'MB[\!4$L#!!0 ( M ))P5U1!R0J[IP8 +,: 8 >&PO=V]R:W-H965T&UL MI5EM;^(X$/Z\]RLLM-*U4BF)PUM7;24*[1W[PG*%W=7>:C^8Q$#4).9LIY1_ M?V,'$K8*D^CN"R1.YO'CL?W,>'*]%?))K3G7Y"6.$G736&N]>==J*7_-8Z8N MQ88G\&0I9,PTW,I52VTD9X$UBJ,6=9QN*V9ATKB]MFU3>7LM4AV%"9]*HM(X M9G)WQR.QO6FXC4/#8[A::]/0NKW>L!6?1]&L/CZP/Z@QT\#&;!%!^*Z%L8Z/5-H]\@ 5^R--*/8OLGWP^H8_!\$2G[ M2[;9NQW:('ZJM(CWQL @#I/LG[WL'7%DT'=.&-"] 7UEX+9/&'A[ ^^U0>>$ M07MOT+:>R89B_3!BFMU>2[$ETKP-:.;".M-:P_##Q,S[3$MX&H*=OAV*9R[) M%*:8-,F7V8BIE(;:0ZA\\-1WSB3*#T=K-EW:]#!>_9Q7O^9"D@SDW*KQZ6G$L98L M4M@\7N6@>NBCB9I/&"RS(N.(;CN$VOUW=["!_7*632J??,=(TH(DK4-RSE[(.(#%%BY#WS)%IK<"LN\VZ57?ZU(/ M8U@HM.O583@( LF5NCAE=>13C5@0*%U=W.X\#.%V:@A5(DE<>G9XIS,N)]*\%89K0JDH8ACD,69%O[3!7GK M7#HNV4"J\,PB-$6B1<"@N*1#G _"9$5FNW@AHE**.,!P,IIC3(JH0'$)/[B) MW+_X:Y; &>144*T F@QFH\%?&* ;G$2;3PDH%DPF4[#2 C)6*BU? M:A68W[G"N!723VM)_U<104R'4[I-D*0J980C301&J%!Z6DOI#ZEMEC;:M06* MFI83PQ$K7%5(/*TE\>-$3AVD!YJOA"P7 M"ASG(Y.P80:^SP$(8((,$N-8*#W%A7K/<1:S*")WJ8+'JGPV_]]Y@!:23VN= M".YC+E=F@?T!"'H-@2C>L*3JH"I]%2A]UZM4\ T742A#^X1K&PC MCO8H'8MB"I?/MVZGWX%8W?8ZUZWG,@Y'E9A:^OYKF)VM&:1;Y'.J8>X2&QW/ MPH0HVUQ6#QON>^D><:1NITV=CN>OM*..#G6PO1?F^+GD(%\^)S_F M_$63NPCH_RR=4[P+R*4U&8_')F71ZU 14T0EIBA$PJ)/9?J4>9\^EYJ!6ZS( MBT1EQOSH4/R[(A.A0]^F0J;T=J@+?>+BRB R$7 V2;I?MEE.;BM M0YQI01:<+$'- K(-89>;3O:Y0L@SHSQC,!,9*EN&WJ12I>9H#@# *8VR;>BV M!R01!.Y <#5809+FD(#M &F9M<'8(J'X84#+K$2S,R4:WY3N,N];1TD;XXC9 MW@>7G5]BNZ,(IEZ]8 H^D-#[. GX"_G R[N'J"Q-"94@%655(M ZN$!\#6K?8V3JJ\ILP:+^6*%B@D QF!?^\-?\B,[#?(5K%Z]GGG$_,1%%%(KX$4^>R M!\M)9E](LALM-O:;P4)H+6)[N>8,MJQY 9XOA="'&]-!_IWJ]E]02P,$% M @ DG!75'^ 3'P4 !@ !X;"]W;W)K!*4QU7T8ZKP$0?5(52#MSEZAH,:& M> AUA4 +#Q(\C,;C>2@HDT&:^+4,TT35AC,)&1)="T'Q?05<-8M@$IP67MBA M-&XA3).*'N 5S-RHA@?%O[/" ME(O@+B %[&G-S8MJ/D/7S\SQY8IK_R5-FQO;BGFMC1(=V,:"R7:D;]TYG &B MVRN J -$7G=;R*M<4T/3!%5#T&5;-C?QK7JT%<>DNY17@W:769Q)EW7!#-G* M]GKM.26AL;1N,\P[BE5+$5VAF$3D24E3:O))%E#\2Q!:/;VHZ"1J%0TRKB$? MD7AR0Z)Q-!G@B_LF8\\7#S6I\+Q-\F.YTP;M3_%SH,"T+S#U!:;_*?!,!5PZ MP&%TABR'AAK 4M7N![.60TT>'[,!:;->VNQ#TAY5?O5^AQDV7&%)!]IKDJI:F]4:_ MVK\LR]90?]/;9^F)XH%)33CL+70\NK6'A:W5V\"HRMMKIXPUJY^6]G4$= EV M?Z^4.06N0/_>IG\ 4$L#!!0 ( ))P5U3I:X;6'04 %@4 8 >&PO M=V]R:W-H965T&ULK9C?;^HV%,?_%0O=AU9J2^S\@HHBM7"W M55IWJW+O]C#MP20&K)O$S#:%[:^?[80$8B=4NNM#2%>!ALI-S>#XNAV'*"4V.49T/D>=$P MQ[083">F[95/)VPG,UJ05P[$+L\Q_^>)9&S_,("#8\,;76^D;AA.)UN\)@LB MOVU?N7H;UEY2FI-"4%8 3E8/@T=X/T=(&QC%[Y3LQ#I M$9&,)%*[P.KCG!7QGX'S4(*H/ S$R)8N9ACB6>3CC; Z[5RIM^,)-IK!4^+?2Z M+R17WU)E)ZBX3E!%S]RH2X!K?@VV(.KCY= M@T^ %N"%9IE:-S$92C4*[6N85#T^E3VBCAXA B^LD!L!/AU-X#XSWH\/Y&WDFQ(\YU*RU#8ZG/B_=I ,U(^^G<^D21?ZY M:.X0!5%]8+P=YH0 :[((XP)>I,32@N3RK5+\X9E_1?TW#MFLJRK^AD GSH MCUI3Z1 A;]R:2H*%O3S/A21<,0%2 M'F). &@'D@5@:R*O#6!KXH[-!5$#@'H!=%T U,XB!WTJ[ZC8F#A29VA*EM*) M@^P@L'!LC473)SF':9(N]'MA?F8LW:N:!M!\BRG7)$X"_]+H9IVP/[05$4**=.D.M,+@X&?\-*(A[?<++$+8$60MD:V!'^0*; @/V5QA?Y(9P<$5-?7=] M#/L>%COU1VT66]+.*@[)+>P*EZ: @/T5Q%,00;^=,9VNH!=U MX#05 .PO 2H$B0_'_0:NEJKH6U'IK&.@HP1H ]F26V3M.H<(QATG'&IJ -1? M _Q&)- KY!IZ91J>C:M=/&X)3PK5 ?;]B3!Y?= ?U9>+T/U!+ P04 " "2<%=4=@KY_R<$ M #G#@ & 'AL+W=O M,;1 8HF2[=B98R!Q/*S T@7)LCT4?:"E*YNK)+HD':?[];N4%,61*3G=BRV2 MY]R/P\\[W4GU5:\1#3QE::XO>FMC-N>>IZ,U9ESWY09S&DFDRKBAIEIY>J.0 MQP4I2[W ]T=>QD7>FTV+OELUF\JM246.MPKT-LNX^GZ%J=Q=]%CON>-.K-;& M=GBSZ8:O\![-P^964(O@3N]]PTVE:64 M7VWC8WS1\VU$F&)DK E.?X\XQS2UEBB.;Y717NW3$O>_GZW_6B1/R2RYQKE, M_Q:Q65_TQCV(,>';U-S)W6]8)32T]B*9ZN(7=B7V;-*#:*N-S"HR19")O/SG M3Y40>X2QWT((*D+0(+!1"R&L"&&3,&@A#"K"X*V$844H4O?*W OAKKGALZF2 M.U 63=;L1Z%^P2:]1&X7RKU1-"J(9V9SF6N9BI@;C.'>T!^M J-!)C"7&:V] MM5T4CP@?\TAF".]_EUI_@%-XN+^&]^\^P#L0.=R(-*5IUU//4$S6LA=5_N>E M_Z#%/PO@1N9FK6&1QQB_-N!1,G5&P7-&\Z#3XC5&?0C9"01^P!P!7;^=[COH MBS?3V:0CF[">G["P%[;8JZ>D=48^7RZU4;3AOG2X&]3N!H6[08N[3W0TV1EV M363)'!9,>_X\SDZ#\=1[W-?6@6&L 5JX0)-P4*->13ZL(Q]V"O6'6:/J6K,G M0,EU2#2J'8TZ)9IOE<(\^@XD>JY37IYW\3^T5XNM7%DG&1R4YBE@<(DZ96Y))+,_0)'5Q]0248/W;(P*^ZU)55= M0/!35U5=0;C?ZYK<@<_9 -5RM[ *>84!A^_XRF6Y555=DPQVQO[Q72] M.K =?^#FR^&C@J?IR4LA*EYK(6ND^/9Z5E:3Z#C6^=TT\FZ#\J(VLNL:@H!)U M^Y]][P(Q:(#30 /2-2 O;4"[!K09:*NL&=8=,VR]4O()*6L-WNR')C9-:QB- MJ.TT/A@%OPIH9]:WLM:R% 4SO$#O6,GJG*,'ZTZC*_3EX0Y=O'J-])XIKI&H MT>>]/&I6%_H2O;+/'T19PG3HU=2 &NMSFG<]OVM[)H&>[WC^!E%\B4A"L*?Y M[FRPYV9QI3$\:TZC&FSR71Y $&S'G MH&]3\DM4<^.3V'J:#;J?+94!B=I*8Q24V\X'VO"P09"ND(8@^>9G3 M-5ZD(WFN34#<["1N%I]C61L%&0@QSZII=W.,E;1.5]EH:5+Y"W<",S6R0C?1ZC;#[W M"UR>!"ZC N]AYUZBS5&4A:AWNMG(=@\? %TFN$>6;C07>*36M:%)YA>+DSY[ M)_'I/G#%#"A%)0>8(66I=26W5T=X"(>W\WHFF(X%^XS2P/SC 6]P5/'[VK!Z M)R#C=/J"0>T<#?O/R%BC:X,7@26 >Q1@$M7XAY3%$X#-JXJX/5(Z3H@^JVRP MP[*<%7%9I@Z M*,CE5ZC# -B.S9@N-P:?>XCZ>=-)<6 M:4)G8VT>*Y*%EE]/%9Q%,7\OV$:4P@C>[NW?8&^;'Q'LXYX)^!DH=%GM(%53 MH08OSC2LX+$63%<^L^65<23_,=)SF,3 M6):DQP.)X^&\?BE[R5Z1;O9/G9GV&87J9S(X+<01<5[(/*?30X.$C.M\K]4R ML)-(SPP29\;]LSF(N!C =.'$T6.5DE @>UJ0."WN^)9#$ MDV/= ]%P2S)W8 MN3;+P&XF/2M(_ @R+JZ>F^67'$4\1B0)*>W10^+H&=<%SRGU ,6)J.=PD@0* M&-)3A\2ITVZ;^V?D>0XG\]DX2?JLEB0-*.S!0^+@L4<[F')>YS9/7CQPCOZ2 MAB,\>^W5&O5F+^'>Z@/+^?7DH+CFZI%/ULAWV_$_.#H?<0\M$H?6 U=VJ#= MU/J10^UB:W/HI-N7VLC\JW?H'DJESBS%C-T4A;"%"BSQ Q/%E:A1S@X"EKQ7I LFNL3CXL]GM1A=^JQ"Y3_MV4;C;',2VFB/-QK'VT-[ M_0P'JGRP\9'0VAX1K'!Y--K !POK"]AV[86U?RF[8",XH\Y]C=<.6!T@#.T9 M2.,,[$?SDLS[GX?G.8X1)ZG$C=J!30=O%>PKG0],[42MH1C:0JODC7T'HMJW M).V#D8?F1<-&&B.KYN.>LX(K:P"_;R6 M'NP[RY.[ZK6/P%02P,$% @ MDG!75$JD*TM/"0 V"D !@ !X;"]W;W)KC41EO>,;* MKW++<_AF+8N,*?A8/(_*;<%98AIEZ8B.Q]-1QD0^N+XT[QZ+ZTNY4ZG(^6-! MREV6L>+]EJ?R]6H0#/8O?HCGC=(O1M>76_;,G[CZN7TLX-.HZ241&<]+(7-2 M\/75X":X>(BFNH%!_$/PU_+@F6@J*RE_Z0_?DJO!6,^(ISQ6N@L&_U[X'4]3 MW1/,XZ^ZTT$SIFYX^+SO?6G( YD5*_F=3/\4B=I<#ZH4XI0&M&U"K01#V- CK!J'= M(.II$-4-HE-'F-0-)J>.,*T;3$\=858WF)G-JE;7;,V"*79]6F^*0*^%9 .W5])_-2IB)ABB?D2<$_L#-5$KDF=ZS)ZN-MJ.-HS7$#)=YFK34GN\X0G MW0Y&,/>& -T3N*7>'A<\_DK"X(S0,0V0"2U.;SY&FB]/;A[,/6S"9CM"TU_8 MMQWMFJ\+F9'?M[Q@2N3/Y$:?6:$$+R\\XT3-.)$9)^H9Y^_@Y'Z3);J#51@UJ,[,)\W,)]X5NDG^#:>B,M*"_[43 M!1BNDO "PZ!(!:LWKF[S/;9 M=2$V&Q^B0R48MV%F?.2 K'FACZK(8YEQHM@;Q^/'V!E\2&UC.@6T1$&TC\E! MP R\3#X_@,#[4GD8XU-$_L)KCX02"IQI3&PZ+F08VFP03(\K#6C+A7JYW!P< M:VUE"5\ILA8Y T\*/K+7RNIN#RF@1H ,?]-> M?B?*C?%?-3>42^B>76>#7(Q]9KR0+IDV2 ?^*+TGDPAM84+M"EZ:Z%*RE!N- MMA9O<*9867)5GNG(AS*,CGIG!#*U";J0\QZ";2P/)EZ"3TK&OX8ZE4C V#+( MK\K>$%-WU7%M#@T$XVP4@ND[2&WX#_SQ_R8%C0&GAA/(#DD,CDY4(J3'R;EA MVZ'B0NR B4!Z(F;0QO[ '_QOXECN*FT5<_'"5BE'";C!>A@YIP8!!9%- I$. MXSXWT$;^P!_Z?U<;#ONP@Y"CU0L15!S1#!VFH9@>MP(;84%]0L+3<_DLH^% M?!&0Z9/5._G\LS0"\ N:UIZ1/Z1B*W?C"(\/6NGK2*@?D5P!T=9QWV60(#1)1B=Y*9@+&=DM1-I F-6MJ,SXVU? MQD/=4#X\MY,>##2S_1P&"J(>74!;74#]N@"L)N8\J9=3JQU-^N,\W5#OL#P* M62*0/HMI]0+UZP5T'T4.OBUG*=F5G)1RK5Y9@49?Z@;^X71F,\- =E9QI*&3O58$&2-W$ID9#;G.0)0(9]FU6*RJH7U2XKOIV[ZJ_@:O& M?!G*$-, D5W20E&A$W,15!CT;%G8"HIP_"$WO6P2W=/<=-A&]] ?W;O&4? 7 MF;Z8A+I*#-8LUG']'5O'T(W&P=BV>@PTL>T> ?4M81O70W]<;TZV^2'J([3< MP.N0W#I'J 9W/;6HNRC[; M"*2/5ZL60K]:.-RMOO)'B$7PB6MQ"&SB<,! /5E/V(J!T"\&%KHHU6Q(;S(3 MNF%ZZ.S#\6COA709M-$^]$?[QX)G8I?MMP%.3L*S;5^A(T1BLNU'$8Q#Q ?I M$FD#>WA28->G(I:YC@KZ$SR6$#B**O4L>&I^3(38SW1L+T4OT>/A'8'8.<[2 MVTV7:!O=0W]T_T.7IR'-%HDIZ$!*IJKRNZ9>?J!J%6*% (?E": E!CHH@'6) MMM$_]$?_A= Q/T]JLK!_VV)?JC<\45)8%'=(G0!:'@%U?]ML WWDKQR8Y%H' M^^UA]KG;9Y]M@9MY)4V$%0A"^RAB**>*@('.>RHD42LS(K_,N%^O>6Q,DK_5 MQ00XA+PN+!BWKY?AK%H,G2J]0"J5U^4%D*JJ$+$^J_I[= 60\H&=9R 8>Y<1 M2$^%(6J52.17(M]R4!UP!,GGA%=/7W0EY?_DBTB0T/GM&P%%]F\;&(A.^RR[ M52J17ZG<&7I&R-Y;]'ZT],SW3)%;_BSR7!LZF,@C+X1$TZS(E1[1Q&)]=V1B M_PS^A5V^0+J>C"W9^/S+MOD=RNG?5_^&C7W:75.J[[IM5%D5\7X9.^/=(*3GZZ2\"] M?9J0K+J)=$8^G>^?S5Y]FCU,Z_QWSHJ2<'T7B2QXS+,5+YK; M1-6E(-.?OMYSIOO9E< MO+IEJ1&W3_H>5_D56^[1P1VOC!?/YOJ>KNWO-E<$;\S%..O];7#Q M$&#OZ<4=AE_0BWOL_9)>/&#O;Z+)Q4,TP4:(IOM;BZ.60G7G\3LKP%>5).5K MH#/^.@.3+:IKA-4');?F%MM**B4S\[CA#%2G!L#W:RG5_H,>H+G,>?U?4$L# M!!0 ( ))P5U3F5C(=&0( @% 8 >&PO=V]R:W-H965T&ULC51-;Z,P$/TK%NJAE;HQ'\GV0P2I!56[ATI1HNX>JCTX, 2K!K.V M$[K_?L>&H%1-JERP9_S>L^=Y<-Q)]:8K $/>:]'HN5<9T]Y3JO,*:J8GLH4& M5TJI:F8P5!NJ6P6L<*1:T-#WO].:\<9+8I=;J"266R-X PM%]+:NF?KW"$)V M5@M?0:"X;HJ"<>P_!?199O /\XM#I M@SFQE:RE?+/!SV+N^?9 (" W5H'AL(,4A+!">(R_@Z8W;FF)A_.]^I.K'6M9 M,PVI%+]Y8:JY=^N1 DJV%68INQ\PU#.S>KD4VGU)UV-O$)QOM9'U0,83U+SI M1_8^^'! "*8G".% ",\E1 ,A.I MC>*1$Y^>)WY-TJVREW+,]%YIYI3LC[]+9C'='?KZ&7'[$9%]1MR-B+X >M!V M]HUX9FK#&TT$E,CQ)S=(5OU_UP=&MJX3U])@7[MIA4\5* O ]5)*LP]L 8 >&PO=V]R:W-H965T M&ULQ5E;<^(V%/XK&KK3=F>28,G,R;0<^"'\55C M+<3FLMF,%VL6T/B";U@(7Y8\"JB G]&J&6\B1MW$*/";Q+(ZS8!Z86/03][= M18,^WPK?"]E=A.)M$-#HVY#Y?'?5P(V7%_?>:BWDB^:@OZ$K]L#$I\U=!+^: M>R^N%[ P]GB((K:\:ESCRSGI2(,$\;O'=O'!,Y)#>>3\B_QQZUXU+)D1\]E" M2!<4_CVQ$?-]Z0GR^)HY;>QC2L/#YQ?ODV3P,)A'&K,1]__P7+&^:O0:R&5+ MNO7%/=]-63:@MO2WX'Z<_$6[%-LE#;38QH('F3%D$'AA^I\^9T0<&/2L"@.2 M&1#% -L5!G9F8"L&ME-AT,H,6L>FU,X,VHH!J1IT)S/HJ"EU*@RZF4%7C="M M,.AE!CW%H%L5PA 1?/7 3@Q&/(RY[[E4,!<]"/@'ZT7$B"_1PYI&;,U] MET7Q+^CFZ]83W] Y^O0P1K^^>HU>(2]$[SS?AY41]YL"DI$NFXLL\# -3"H" M?^2"^AJSL=D,\G6WD*$^N\_O6/#(HC\U?F]^A-_1-MCZ5&X"Z&:YA%WA#-VQ MR..NY.O:Y1NY39S!TU\P=Y)(32*3ND2" +::!\$77TSC>6-V<^VZGDR&^NB. M>NXYS-6(;CS@W.1T:G9ZSP1LTE H-S0*O7 5FWS=GNKK1Y \JV'GP^AM1>Y- M6$#[543VJX@D_EH5_H9LY85R%&A(?1HN&*("C=GB MGX#!$+]W25GOIL)SYE MZWL:V(20?O/IL&S+H/->$3(I0Q0G;S21>EW%S503B=AV$71;G\Y, VF1=A$T M-_/Y&9MFQ=[/BIUXL2N\W(8+4!DQ0[_"5"1/K^6>E2RMT@J_Y[Z/H$OO:.2: M@K?VP5O&(8R])\]EH0L[)FB=)8LBJ/58ACY#KWI6<\- V,B]1E<9J>O.(878 M4J;+C"GDW-[GW#;FG&XZZ0)#%'+WH)3#9"5NH*SC,Q0RW6H;MS6YJ#58QAQ M"NEV]NEVC.F^!\7YEL?:YM,I%R%V[%8QIW%'DW<)-:U#%9+O[I/O&I/_(-90 M 0L>0'6LI40%DH%N'D"Y^C"HUU5D#[ME(I4E.#*'_DQT^_6XWN^L'C*O"6U< MV+T]=SVCEU&!M=N,M;TG)F M&E3+ZBILFGDPLXFM7'1;_WUGP@>:'_][O2GS;6Y.-:!BWKG*PF99<')_ROP> MIN,HA6:$%//-]0>V3VY0F6F1(75QCX]"3>M0Q?1S!8/-$N;T%H7+XD3A>U03 MNZ)'U3N>U4/F=;'-JSQ74]@LITYI4U@GI2Q'+8MC4!,-2NU3]9"I-E9)&6A0 M)=;-;-6PGHM";%:%QEY%+&U5E14>QFJ7F6A0:K?20*!=.2JC&D%);&RKE&I@ MME.UJG/=B;O_0^_)I1LV"Y+OZSTZU50J6#.HF'>N@+"Y]9_>>S1*"*MU8\04 MCR1RD4&LD[M/9EHL0;7Y' .:UH"*N><*A9@5RNFMAVB4AZWP/:J)7M%\CG$] M.P8TKXMOW K)P:F462^=TH"(YOBFK?8?4A9+)=!$ U+;3SUDJ@NE%N%,!RJ3 M_CUG3B07?<0L^LS]!VL+RRYQCK%-5#[+J-(Y7QEB.Z4-4H."_M,N5;(&UB(5 MHIA(55E\D^LD\@\[?U:)9JOD#/<<72\6Z7DQM!&NV37D;G%AFMA<6!"SL-#O M"L,:JVMHH#3@6WFI EU-;EOR'%O0YPOTD3XCEAQQQVC'X*,7!#"0R*/^!;J7 MS1$)CMYSP1!VT,\_]0C&OZ%T;S2L;;3D$>R6Z7UKTJX>^5;(=GL.85^RT9+2 M/+A)"EBT2BX[8Z 4+-)SQ/W;]$)UB"]'R4V4\GZ&+^>Z]]>D=3DG+HZ8_!-\DMU^/7 @>)(]K M1D'E2 !\7W*@-_LA ^POLP=_ U!+ P04 " "2<%=4#NZB"V4" #>!0 M& 'AL+W=O[8JZVR$4$58IEO=XEJ[C4 M23Z,MIG-AV9-2FJ<67#KJN+V98S*;$=)FNP,#W)54C"P?%CS%" @5%A08N%\V M.$&E I$/XZGE3#K) -S?[]B_Q-Q]+@ON<&+43RFH'"77"0A<\K6B![/]BFT^ M%X&O,,K%+VP;WZNK!(JU(U.U8!]!)76S\N?V'?8 Z>4!0-8"LM> P0% OP7T MWPL8M(#XU*Q));[#E!//A]9LP09OSQ8V\3$CVJ%G1JH\;]>R >IK!O?%L#NZT0/$O ?.I=/EDNWS&V5'&*1;GT$_/(.ME MZ1L!3=X/[[T!G[X;GGX^DDV_JTX_\O4/\'4%B?4@4SR^KL>OVX4CZ[OG]Q&Y M0237_O7W.S7X?\NTZ,N38)L[\^OT*[B!'%0F+6FYJ?IK-V0NHV]^>LG=^Y0.RS31I#F3JV%\+0[Y;X[;T QAM&ULM5UI<]Q&DOTK".[&#AG1;(GT.?(105&6 MAQ.RI15E3VQL[(=JH+H;$AJ 40"/^?63+S/K !K=U&S,?+&:.*JRLC)?G@5_ M?]]TG]S6VCY[V%6U^^%DV_?MBV?/7+ZU.^.636MKNK-NNIWIZ<]N\\RUG34% MO[2KGET^?_[ULYTIZY,?O^=K[[H?OV^&OBIK^Z[+W+#;F>[QI:V:^Q].+D[\ MA??E9MOCPK,?OV_-QM[:_K?V74=_/0NC%.7.UJYLZJRSZQ].KBY>O/P2S_,# MOY?VWB6_,ZQDU32?\,=-\#'] M[4=_S6NGM:R,L]=-];>RZ+<_G'Q[DA5V;8:J?]_<_\7J>K[">'E3.?YO=J_/ M/C_)\L'US4Y?)@IV92W_F@?EP^>\<*DO7#+=,A%3^ZW]\VVU,7?[=@$6+[+JI75.5A1&.U47VKK/.UKU< M:-;9Z[(V=5Z:*KNEBY:VIW??/^N)$HSW+-=97\JLEP=FO;C,?FGJ?NNRG^K" M%N,!GM$2PCHN_3I>7AX=\97-E]D7%XOL\OGEQ9'QO@A\^8+'^^+?R)?L?Z]6 MKN](\/[O"$5?!HJ^9(J^/$#12^-*AZE&4X.6VW)3E^LR-W6?7>5Y,]1]66^R M=T1Q7MK9[?E_3R6ZBWM/S)J]MVO;V3JGGUOZ4=99WV3_]1_?7EX^_^[>+OC7 MQ7?^RN"F5YJA"Y?ZK?67KYM=:^I'?P=$A3MU,1"U_E8' C"IOY'=U'G3M4U' M&U3PFR5M4A[VEBZZ8>7*HC0=5C#4E76.)Z>'>OO0T_W-QCIZJZ&KW7WI[#)[ M95W>E:V7A)>#(W;2>U?T5&UQ"2-4IL.;V$6O M$)Y5Q2*27]B*$*QSA ,.H'A.T_:T 54< XNBU0P@!M-G*[LUU1I$^(GUJ4U# M0]4BI^#8!7$L)UCG3;0/N>4%T=B$Y$09O4460!A6E?P61@&9N[*J9+IUUMJF MK8CR;9.Q1( $>F:WS#YLNV;8;/6)A5_^@N9J;=<3)WG9G:F=8< ^+XGE!/YW MUC\+RGA2FV_KIFHVC[0?^38SH,54C\0+H&MH=5A>Q'/Y H7#Q_GNPR!L F9%_1Y;@=-&A/VTH/%)9,;P$6!A&@:4C[ M"O,(N=[1JC<6_"V[/;G2"?"+QJ-]!#L[8:TC(]-O]46:XGP@UCCLD.6W:6M- MU6]STUG92.PVIM&]HB?NR3[CWSAPOS4];QU)&IG:$O*E=(!)?NA$4);9/!*.^72= LBL'5#^B;IL2R*H M8[5=^=$-[5)/(E:59E56O/L++U.ZCZ0E-395X80X4-Z5Q8!1HF+K3:5MH1-# M0#\VM/\9#=@/G?6K[?J:]GU;MDX$\7Y;YMMTA&P+W6+TZYJ*)7T=%L@"19 V MDAM^@]Q#&ES7^S1[VJ%S \P(R33>Z(9*2>SL9JA,[]$%-V]_NEYFUX08Y'#2 M_;PBWK$9DJ>VAN1D96U-LE=8C-AV)0'7HS6=^U-F=D EA^NT*/BT?M)\Z#KL M/1[$ L)NDS)7NMAF)ZPF=PV+WN>/!=8$>V/_\*K-E"E. MOK:K;H"IO?R"G9K+Y0$[5F*'?B7W]W_(_@:#?7GQ)3)NR(@%2D$S[UF\](.!*EYQ5R& MSHRH77?-[A@U?C=_O;I]=?7?V<]5LX*L<1"0_<)HE)W*S;,%R3L),$U*@Q\8V"L$C4LX/!%6 K<= MV;K,):Y>'+I5)>QA('KB?LD$*Y2)B*M/M&F:XI[S?3HS["L[5I[JYKVRQ85YYC1;%6J3 RSX' M##N)KQ$3>T<^7S.H8S?#,DQ,.DV#%5CQBF#*&M?4O$M18/*RRX>=ZQD.EO ! M#:P-&:X%(E#@M?Q)K"4K3L,4Y9H=Y3X(=[IB'H(6$Q3)QS@+,0.T3[23'O?? M_G[SZOSBSP3M1-"NS!?JH F'2=S&SP/3R;UC"T0,R,F[L>KF,5O6U0"2^AV+"YQFMDW0FS#&WR!OM7V$UG60J85#:JC_S@70.#@C^9.$7=="9+C]R) M@V**HE0W.%7/E16/.*CIXN"2L,D*3;A M%0$;>K@KP=8XR6#61)"$4C4A>D* MMV4.5''( 1>[\7%7R[ZT1ZLBQEPA.).0S+1M]0CJ?UO>+K.? MKZ[>J7?#SCAPCP!18A1UI=CA8]ACK!M[,RPB1#L%0@P1<\1G):&KHC]B4,@) M(^3.]M.%P3TA"FDA ,J$,C(M1>*X,X@5V'3**81 M(ZL8RQ2P91;G:HJFEV,?S:BT'F9 6!ZL%ETD]]BUHEOJU1L&1^],*6@K?85L M,LE9P?KW61K'0?HWWWV6WMV($?T (_IBQ@]C72(M\4H"+Z2*BY*0BZBH:(.4 M#Q,U2SC7'N28SC6I,CW![C]\W;*N,=GLOLQMOTPP6FV8[5^^Q9\' MJAC_BB):^&,$EBXGL_6.X@]B9N^=0K)0I 599>[!Y0"C1".9-%@/-N,:XJ#=D?,Y$/K,T"JX!XK)P,!!>O4E*ZQ.>Q8 MPEJ3=4!<1=&MA#,AL-6E\CQN?N@<82MR(.5TWVFK]C;=K&DI>[K_M8I2G"?8 M1=FTVF^66NTT4AP+#EQ<6EA=]L!EA 1-[[,O/ 0)3Z,:=$^BODSSJ7,YU&OC MMHS4_.,G\H#(K69@"W=R_+#)'?81'#MU?(\61/Y'D28#B$3[J,D9.BP G)XC(6]ZP_)/8#ITDI5@LX%OM)(%/*T665&P]$0&4OS4(X&]J%3G8 M;YX@@H_G&,EZ$4R)0HQCOT:'8C^% #AO-A+)2C:6=L"U9([%KH6G-0Y?BDL! MR?N5=B#[*F0XK_P4D=H%N5\]R\RN(1-66**EF*9YYP>],;SCN524X',W%FRB6[C"X'PN#:=X?Q/U>3L7I"S M_(C@+[A&WBO2X*,0_X7LHNV%DY_)M"0O5!(Z@!<%*+H31C);%&\/,Y4(7HG MAMPIA/S)]\2[%^+_(!:6:^&;*I5$WI+FDY450A @@/8*-0Q W4)-.IP_C9IH MD%&\2RM\;,"\H?,Y0WJIMVHF5+!!,-(9*5.?XI\?6&DAWMT])8,KRYC/FUUY MM+.)ND&LD!WT#D_ITI">LXOB,'.& \BJP+\V92?E JD_G=Y!L#Y+5&#=6-9D M1IYTJ*OR$TA4MROF6B1P# X4C\ V9F4EOQ=T5G[I&])/&N-^TS^?IQ"KA:J:<3Y M1;;A]!]NP>XGXZL9\!IJ/H.9,.(BS/#B&)CH;?$4$D9\YFCS_&*01@Q,Z&2!)2N36V_LCIF'1G].L6O!.2!?9 M62[LF@>%.XC$DF> ; 5MRR_DL3ORYDK9\-M8O2*_^I%0@#R"9MW?!:)[\\ER9LD,SNXGR=!'T-L-VT7Z;T' BD)\:1R!(>^WG)8X[9$Y98<,S6%4N\5WC^1CO2,(R>*;'=9\_[Q#@&0 M?862M,\7U;T[@XS+P,)L5NRE<(;UZ/:-7;POHXOWE%>&-;V*#)$P<>C8X"L= M7/9YPU[SRZ&LX&:*BPP7O.7=E[NKT5T;[HKJD)]:"$9">9>3L<9/%Y8^]P6AN 5A1MIVVF*@23?OSY^PE]],?;0654W+9>=VH)#;<(F': O=(J3Q< \D2Z(D2#I%R1B44+,# MFF-**0C(C)QM A2@U^R<$4!KR'Z?@[.7[*+?=!=X%F/B$&4$8CYAP;DC( GZASJ7GYR)3R6"(=O+PY46 MI/P5GGEVEWB04%JGV3@F?DVNB!/7X8;C6:SR"EX@8\%212!+9&"\W:9RS6C/ M0Z:3&<%.H;AW;.)ESUDN :Q^3)=:@)650#?XD=*20*Y?RZV-9+\Y9O-]+9SU M79.*EBNM5'Q(A("7KN)1?(Y(!,TF0*J;79G/2L4!UN]IS%-Z#NZC $.Z[K7O3"G:(;Q\#J@D\V0?;Y62?@/>I40_= M 0'T),DR95OP=31I('+K V:?\"*A.B#0I1?H(V(LI9V$M6I 0B-BLMF0%0XA MK<8Q(\1J)#TZZ@>\M=S?M(AE"J[_DA-;LN\-W]\W82VT-4\[9CB2,8(SLEG< M#R!5N<2;/[J%Y6<4>Y+N$1I2RR&G;RAJ/N-N&\D60DF1Z/'^WKY[?M\1$)PW MZ[5D!1\8*TDF_O/R6]_-JRZE@U%PB^R:I,8H6MDVA=#R*D#2""1=T>A)Z&_J2 M4W!AUA.\2?T7Z"#O[:!I*JMI7UW,GG#60IJ6.+,3#2N/L-_K%A_@CA)]LY+] ME#0D2MRNYPQL&A8M$U="G]\SC^,'LO=O?PL-2&,(&G56,A!-7DT>P,A(81Y% MH]?CE4PI.QH>+DA@Z3_72ALG;F23(C 6=M4+I6]&UR9 \:3M#QQ!-*8I]TEA M [:(>W882U/PDA2+;XM(@D9NW-KCVZ$9FE7E6[Q\AYJ\K VW8%_IDI2?]=*4 MD"^]8G$R;W8T46=\3F&WLQJ7B-*%=C$!BCX4'D(R:4)+,,7)>B-L3 &:^Y$8 M#:MLU72=5&HZ;O[AV@=3BI)OKPX@Q<09I55 )BH:[\?ES; &KOM%TLKPJ M+LHX=YW8=I\;'A4HO:V7VUJG#EP*,<*:<**9=(5'AJ>*O2X?K!>'U":/E#VF M)5C4G_2#(FN6V>_03').-XPO0$!_KAC[ MGZ#%$Y BJY P-=/?1#,= 7G6 /^L'9PXRZ!)#/CB(8$X=C#$'71:;-2'$SWF M)C\[UN>4.66GQ9>[-&7NO)+[O#H/[32%>"J-PM7CM/^*I4+2,9[!IN*2'[UW MEBPMP)?35 J?SU'3.1FA-24+V?BA<7H?8!/[8KG /FF3#(;2S5#70(=*((\X.<5,V)5AG9M/X3+!K2T M_IU-ML)$R/VO:,>P4@T7KGSW%>NA[XGW5X6,Z:,R.O1/6B,'WA3N+EE7S;V< MO@)ZBPYS5DMB$0("XY(\3-AYWP0]OQXA8T);) -CP]&W;#CDP$#F#V>(OTZ; M,J>29LK\TF5ZR,_4X^*EQ+X+W_^C^RO)GNS>BWEB@+R;)"\B3Q$MT&14+6ZY M&7$@KR"2O.!\*GL!H1C6-W U=)RDMWZL_/L#3['_VX#] 0 A$C<1**[4DSX: MF8F;O?>67M^''<*J'9ES[OH*C4H3-,Q\GV80ET2FW2(9HZQ)3ZO*%O&304B46XY9!=$PC^Z)W"D0O=FCY1 MI\XY:8L'0C<:&FH0<6^>V-A.-05![M,8>]^Q=7[M^Z57MK_GDW Q&1^Q.)S9 M"%/N'3]E)0^M)J H>3_=C,3,Q"6.FZ /^_6CUMYXCD>;"Y*8,UJ65\&_- _' MHM- 8&2*"UR)W?H1ICF126.N_%D;G^[OQF/SB4,=VR"4J*1QZ<0/E?3>+](":&X1FB M4B#&(\GI->\[<8RMLL_BHA R@J//GH0 _.,(B>@Q#1V@(8LQ6O5H]]]$V$$G ME:F8"ON@!SI[N\-95!Q83Q3 "SGZU6HYL\2M+7MEPM*%CE!:"1DJ;IW&J_;! M[+PWX.-)%50V%_XLW\>A*QT9" 7":6IRJ-.^8NB=K2T7![G:78#;4^<3_ MN&ES,@+[MRFQVE3$T5/L 5U9O8X"/3_?6=KP>@K GN,I_%"K,8)CVDW-G(: M.?%\2';.87G"L==31;B?;]Y\N%%(.POU/5(GSC4+?3JJEU(=P9JNCL>WIMD$ MP$6YJ4??.1E+-'>&:0R!#V-(S"%3,572*ZQI-A1_)G52K<;Q02D.8$; HSDF M&>G>=K,1%)_!M_@RT'ZCV=2MOHC-_2.#?Z@EZ+5R0)+O^6/V 9F'*AY ?F_/ M4Z4";V+OBIK;_%$/#+@^L#2Z7$ N3F$V>?+&DOWZ) SI=6+M$%,[KIGC=4AX M)*>B%Z/T:HR_2P*'N3&-GHX)0\G@(5"-Y_)D.T42^I0AH20VJ?/*V2TIH5GO MTR,$[^Q6O]H"+U%&9'%]15!)VXJ&9VWZZ8^PUDOUG,"*C4?WX""GV-//GY1U M.AU.:4P3(J$J33PTE*A'>J(\W=GR LO'>]HAB7Z*.SX^P M. CI*3?BGYV@@OQL)/.>(Y:37 M^\36'"@"^._>, 3XEG^?,:40!RT%G*%P21^-*$A,^.WU17$U'/ZG)#GT:.@: MR!0^QY0TN.Z5.<3:.8W'+(114K7"\5@#V*-L:@/#,5IM'PF=6Q3E"NAQO4:7 M*IWZ_F!&^%J-AL::[O0\X$,W?D $%>+E:E,>;]7\B]+^% Z"%^QMD2)H6Y54 M9D/%PW] 9^LS5AK]^),0H6ZQR.###2X(S8+]XJEY)@X]ME 8O#%G8B++ G=F M"3MU9]+,3(L[Q_<$'R4=4YC2)VSK'J<#)2/#7W+A,](C%DHE7W=EF?W& 9P9 MCQJF5!]V]&F*?M2\@;+O/+F06?_5(Y3)D)"4IG-? 1P:#V]GG:!I*UP.(/6 MP>7V'%3IF7*#^\/3O6+#BT)D9<^=95R9IQ6N36Y'*I%T#FB5;$Y6#G1QRSOC M+RR5^':&^B5I+,ZU0/[0@B_:C90UB$\F+8#A"PW3!X/TA-N8D]-2HX+NP-X! M-C)%8?\1+"X=#(Z,X+F\Y@=).YB2 N.$!"?=H+YB7(:T-K=EW375L+,A)0[N ME=:[0.2F5J+-.N6"F$YFCB/X==I4B/1_/%: ]&:R.:NF'ORWO$C.BE*.=T\R M8O(AFW3OI),C#]])8B76AKHFI(H/\9ZQ*0"+IU0MCLE4^(@%WJ7W*KG@3X?H MZ.[(\*P_*73IR;#)7%B2S,:KQB%S3O.DJU]H\2G*K3]" B8HTJ<<8"*C>QXS M5$>E<5X'/ 9QF=Z?Z/(G]01ZS>A,EP^5Q1/Q+4C!D";><.BGEGQGZ-0.@6G_ M*$DXA^^5: EQ8K"B#3JF\/NKFM8291^T8'C(T.BW$'1%257;26^=CLUX/@XZ MM.>N&F'.H0$F:5B]EG3A)E:Z0R DS1LA!.:8I:T&"!AT!?9XM\[[YIQW33:^K".W]K,Z^V>/ MK!XJDC=<\",,$LK]%L>\C?6"8? F,L%!6>Y%K&+2J:6_-] M?N23LI$;ZM"!&RM921=0*/4G)RHB65AFT>C9"V^LPJ-'%1* M98Z;@)_N.%(CY!/TN*2'M1.Y2)@N)4H&_[K8Z["4SJ6_@2G<>(;?X<-LZ M-QWQAZ98+$0D.1LZ&Q^,]<-_/]"%2$'LCL)AG9>MJ1;^"!9KN.<:LV'3H8## MR^?F#81:F]!F-/L*HDD%;FXT#N=/I2B84A>SY>(LZ=<+7L!,$YW-JI=#J>-H M$9_/D:-^@0,K3B'%=I1)R)C*VG=B=GU96+X.(14\2015:[*F(;V(+UW4%/C3 MDZ7[)*>X&3O(E>NL-_BA=A%,SU0HQXP"CY"#E;0S M$0 JB\ !D !X;"]W;W)K&ULI5H+;]RX$?XK MA.NV,;!^[,./. \@R5U[ 7H7([YK411%P96X*UXD424EVWN_OM\,'Y+VX:1M MK]%ZM>)P.//--S.D7C\:^\452K7BJ2IK]^:H:-OF]OS<986JI#LSC:KQR\K8 M2K;X:M?GKK%*YCRH*L]G%Q=7YY74]=';UWSOSKY];;JVU+6ZL\)U527MYKTJ MS>.;H^E1O/%9KXN6;IR_?=W(M;I7[2_-G<6W\R0EUY6JG3:UL&KUYNC=]/;] M@I[G!_ZJU:,;_"UH)4MCOM"7C_F;HPM22)4J:TF"Q,>#^J#*D@1!C7\'F4=I M2AHX_#M*_Q.O'6M92J<^F/)O.F^+-T9DI'5_% MHW]V<7TDLLZUI@J#H4&E:_\IGX(=!@-N+@X,F(4!,];;3\1:?B=;^?:U-8_" MTM.01G_P4GDTE-,U.>6^M?A58US[]K-Z4'6G7I^W$$:WSK,P\+T?.#LP<#H3 M/YJZ+9SXOLY5/A9P#BV2*K.HROO9LQ*_4]F9F$\G8G8QFSXC;YZ6-F=Y\^>7 M)E;65.(#=+6 ,S;%N(#&U99\8]W2\?W__G,A(LTX8(G7/SWMGQV( 7>K6MD MIMX<(;*Z7HM6+DLE&FL>=*Z< MT+6/6(;^$N$H\EZ0RA%07LAR SC]:A"GF%9G"A.LE(7 B6@AO]45"<>L<8!5 MF5G7V@NN3!Z:QJC/7:.K5&@(-5L";,*EHC?C*M$G/QA]_= MS*;35^+>/X'?:1"I@F4)F>>L@"Q'Z\3_:>8/IFIDO?FCVS_5WY6T'K0"D%/5 M$A,3[%[H&A%6EI#D3AB$=+G 9?J29 (OF<:,'^L<\+%:N=L>2.JI@=54#0-6 ML@:=L=;'XFKVDJZ+&[I>O13O.P?G.R= JY:U=L*9LO-_75Y=X]^5N)K/AC,6 M2I9MD4FK!L\NYI?X-Q6+FYGXH<.D6*TSG84&Y)82JZS)7L&O&+"X%)?3&W%U M,1,_FQ9R]RY*S"87UU>X3J_FN,YO+L6?S8.R-:_H/DB['=[E_D%7S:NB/-/E\=BU(''VR&-T.%)I=S<0,+IM=+N!ANW2(J)&8 M]"1L?ST3TXMK<=JW0R>@$>OY^)F/C3V@RIT5D*-&_PWO0B+'B\' M5KD2UT#>-=;[";"VMZ""!^5:W7;PM(^0V:OT.;\2W^==Y@=O_Q@]SH)VA]XD M0-307.<W2P)0P6E-Z5LD,_?DD6L*JY,+* M(5&HK*@U!J>Q]&P#*-**I'/:M1+K/!NM39;.]/FJ0AFE3Q&Z=:U*FJ?J2"2; M-$I]P>HTEH!%,^1ZK0&4$]1VUKB1F73/9V<]Z7[J2?<^1>C8XF11-S(I5@\E MU5BG@#)OY@'6V$8U!RD-GHC'0G',@6#@ "RFD5!B@K^H"A"P<4"@,/S<>.7! M'FZ/Y1(T&-M N96$%[&"?S1EO(&/R,S C!OE P900(1 R$O I;6;B7 9)N4* M0%> Y6#P!(]80)^1.KR=E5)7;G2K0#TL'F#EBN$/AE4#UZ%?*'M5Z,Y*0V>X M#=K7Z_%ZN2+J'<(E"P*&JQ[O O2(?RM=$U FP 1&1#-!0-C$8HAVH=Z*V]4 MIWHUHC'6J@9.RFTA-M8@$[&D.B'<#D]1M9$I_<#5!L^)7%Q(;XST3",WZ0&J M&6JG]B6HP_Y^+ PRAPPBK&K)D*7)T/D\C0T:UBEDA[**;0[MU^30T@ 93,V8 MY!<0-MC^'FF'YAVDJ1_ZM'XH6G)5(B<1#',D TVU-#U&@-"[C%"IG._M3:4A MADDE7T\(9!.W<:VJJ"ZT"LF-@M!15,%3:$&=\H2DR>?>I'7!?T-FJ7\+NCP6 M#"T.8W):$ _:P^A@K$']1KQ7<5GHACPV]LD?AP4,:GCX$FT1B)G&/W$2/M86V^6DC M+30= --82@:^5OX\K)7_$FOE5&Q^+2=LI5E@T&P400GNH13:0E%';.Q_8IVY M#]54'F$MAA*PM+GG,)\ $,S:<]39_B"KM*/-D--(=R'SFM*L-Z>J)F+)Q0^? MQS0P>CR UXD>>4'-20)A7(>6JG(T/ NFX M'_[E[/Y,K/G(=:A4<#,E)"29)0+BR[:KM\B^M\_9WN;W$**X^P#>R63(YP/71,FL/BU)_ 7Y_>GI&?*G-8TTN6QF3$[=5CIL?\P;NP'7=-^ MX@8\>?O7&M0B"(/@+'3TX!-X?4W=-.6CL6_0(BI\/Z7=7NCD"!+)_MQQQ33P M1:E&=(WO!2 3#:OE'H:U5/6#QM1)[EJU5(-Q9?X Q;B:4]R#@F%KAF4E^*W+.%D&;J^>KU9BH(9="" %[ ];6"2: M-FR6^[J+N69D/UBM#!OJ$RXL*W8R@H0KV:;$UYT=POV6'B ^[L <0CGG=\Y M7U)&'F5#*%\%/Q!M$6NQZG"-KT7:[=VLLWX+:Q@P7ROH MA[IG^_; /$+\6GB'0*^0X:3]0MJ.TDR0.70-W49OY$IUNK(H$;;*[]RR$ML8 M3GKL@AEN'=2KRE8PP7;ZC\JIFA-YS\51;*XJWYOV"3YLZ]W[.ONKB9UK5PPO M-RC0W#!$FL( P=M3^YZ_.;!W&"&/)2C5QMT%WA]@D-( "QUW1$?G1.M8CM%U M@62WTD\A4AB1$-Z 2ZCI+XPI*_NXL.FHWZS+_&[= #1J7>H4-B/D45H&C7!_5@FQ7GP;BP7*0R M],$>!7U=3$;TG)TV:;Q_0[RL2CKZ['?CS_JCHO>2\[@;:>6;?.5B@G6^KN^E MAZS1F#H5%EWH=7C[)2O0R9;$*N_V;1Q8SY^65HKLX'MT2[[C7@<:4GWD5[E4 MOH'M:MR/)R*#!1"QMWX#=+"WR;N^UZ^=&6,*, S%!SW*CG L+UC[^1VOF+I'J M4W^?=@!.6W-*GQ @'64^PAI1#@JTDP,&(%Y$N%B?9??8?H(4W&XMVT)I@$X- 38*8'KA!)[4&3/URD7P&W550M,2Q"FDLJ8GDF MTZ/S->UB^J4G=P5N;U]_]=20!B]C((2][=U-]V#I"55P(SOX3:IHXA@L![;J M;[?.X$;'I^ M*E%-0 M3+7SU(OI"1W2S).8[16^N)F=X*GY_&0@9>F9Q@\OLY8GX"3C;UOM8S&>X MS XC\UA3#Q.L+\:_T/U;PCDZ-Z]:#RY_QE$F7L! =#T<'1SR!X<1]P?F% MM'Q65*E]O:35-\D+!SB,FV,Z) NN953@QC3=>%16#8&;=S;L[HH-+.GH)&/[ MO)8!09((!Q,Z_6P4O^-!N_? MD,7N!G3R"57%.IQ6?(_ZNQHQ!95<69"Q'!D_>';5<5,QT'_(568@G&M HJBN M]GL]FC*"I8*+-KNHTTRW]]@;UT>T@VBVK7EB+3'B>'HV\TG3U&/+>\6=WQ0. M2F\-OK[ZO>4D60?PJ/V0/(N+'3BPB5LV<6]?LH'FFU)];6E%QAXNSCT,73T ME8S)C0M!"0]A@&$5N(V))XB)1[V!B"3H_2?Q(,M.!;)V:<_<9Q*R]/'LMV#.:/!X&/MMP,(2QI]X'V<58=G>_\N]-.QV-;N6O9N!?I MM:%)))VBQ##Y3C680O>=1_@UO(X2$<>&"+DS<4"(?94"$PV42D]%15AU6F&A MFXG0]!I.K1YEZ95),=S#F'\=(@\A4)N6[P"!G:4./9Y=INWH_OG=6&/8>I0. M+E[0MP1^'!O*#,? K8/*Q3B_W3(;,#<2DCH /=T,_ MD7T?X]*6L4W1N:[TIFQK<<<-HI#F'D5")#/0U(EQ[3U0I^$8.N#+Z2H MOJ)]H?'4"+VTZ^4WNU1ZB2E(?*29D)XZYY_SB62SMY_9GY[V%,%L'JBQ1X^0 M">%<^IX.9KS/HY*'"^MOHF#J9ZWF@^?VM&O.PY9->DF5ZZM)8.HM3*!(_'\Q MD97T1@8GX\/5HOEJ=3=HLP(B?-F3F#)P!YOU>:*4;@2_6"SX([=#1<=RT_=T M,7W$UVTBYD(X/L?B-'W8E>"M!+3O1$PQNA,V>C(+^]*[0OTC=+##.8>.-3&0 MBKR^+/0P&:>)G627LKT_I4D%1Q]#ZHGBFHN!Z(2>W("=865YL'@>%+M4WTY\ M%7X\3Y";B./%=(R_Q:S_<0@OOZX^'PT7&-]SB$IQ ;:B4Z%1#1:JKOA8,BV= M<;C0LJ)%A,XSNLSILJ#+)5VN2($H GW4)7=VN-";E_1)[XU-K\6^]WS/!^]/ M RYK?DNF!3;YSX+/;^@!_+XRIHU?:(+T>O[;_P!02P,$% @ DG!75&^U M4[7G" WA4 !D !X;"]W;W)K&ULI5@-;]N\ M$?XKA#=L">#X0_Y,F@1(TJX+T")!DK[#, P#+=$648E422J.^^OW'"G)_;.!4YMSU="(4W2VUR M[G!K5GU;&,$3ORG/^M%@,.WG7*K.]:5_]FBN+W7I,JG$HV&VS'-N-KMF/*Q&W041T1,0P8E^U!I0$4UJ-OHEQ(_BKC'1L,NBP;1\!?R1HV1(R]O]$>-9/^Z65AG M0(E__T+\N!$_]N+'_X\/_T<1["45[$[G!5>;OUK0GY[S12:8#4LMB[4QPA9: M))YSAFR=:J9A-3,XNKJA0^%,-SC1/7 MTZY'P8W /KDBA4!*"J5*P&TC@4TJR)9Q^@Y(G$EOI?8:1.^=0QHO2/6J,P"E MW8G(@-ELF%XVYK+"Z)BN5IA7F!(<(U60606*A]H$2/"R0Q%E-H6_ M$G;_XI]JR#'P7J9C>"%ARU+Y$(2!F[DJ(%V7?:@',0C5\D\4115HBE,";$$33ZIK;Z_:I3 M>B$XHHD0D(H#Q VAW ANF*""0=01^0)FAI0?GC.>ZY(BD7)$=B$$U?\8^$@Z M(%!))^E6L#BEN-GW] "[N8HESQCHXUN70I3!7ZK@\*IB=<8]&KV4KG_R15N@ MQU(?(Y<:<1 \B*US$,'+OF]8W&6?-9BGO,CG-M->0"SKQ5#8D!$/(:)XM>>] M]U90#K%$0Y+2CHE7GI44#]TD78.*.+EBB;2Q$5C!K44_ERHT;>CML;_\:1Y% MTP_L(/R+6O'^JUH'4?Q5)L+^3F:%3$$%2IC561FXBK#5^0SJP#Z)/R;$D0JO* -FJI4IW%1CH9 M0\,6*%G0F./)EI0@CL^I+I,Y.4$P04412F)9&2V4)PDR3:A2L!4:B$L]F0X7 M-=J#-]) LL(\)$PE)R\RO1'DBSI>!W@5HG6(<'NQ6C6+SF+\,3+^1?A@[[?> M\BLS'V5 *5]1H\K!7%>BJ5]IW&9S 15!+7;))8_;LL!(N M^:*Y:LU9>V,-M$JW;;^@LDG8CY(;N(DBBMXW[^VWA2T6# 5RMU.WNCV-6=7P M@+$NQ[%$%MG!)M9%P8+*PD@XEQ<%$C<0(TAK3R-Q,P40VU(<^[SKE*V:4B+1 MF1UF"^Y0719E4*3;(TLU\AV%*U1 M$_]) \6G_8'B!%;D,LN(4Z='^LJA6OHNOP,K]F/SHAUDT4&%?6QS(ZQ_JIC[ M9Q9U![,IKL/N:#C'=3:F.]^DH@]'?HV[P_&@F50*/ZFPD\Q/*I TFM$:'+\@ M;;*S<8C_)Z/YG)9%6$8CZ0Z6X73DL41S6CK#R/4'L&#/42R3 ?Z.9H1E'NUL M//=8Q@'+=!(&O#:6T7P2L'A,,X]H1,Z)W@$83V=' 42S@?]+VJ;GM0N&IT'Y M)"P9^<(=&$.E@LXS-%EJ,"^3(.OU%GWF7; M,4[N#I^L&CZ?=I% X:,19Q ,J@;%89TGFP^I]R4]9+]2VM2[!A@2 ML7!@5L.!^OI9ZV0-'U//X=+XY>_7#+OGDZB1O5^U6S-(0#IB0^3)A'U!SUBU MJF&7*8S2([B:%H2L/@DQ/VU*85@T!>E.AH/3(^$-J1B2(+#QLZ )J4AI;D+[ M8@EW?'M(*0L=^H0O.%5 MG?G:A>MX[A-\,* DGDXH=Z?1G'TJ:7I ,9BST63&1O,I ^_&X_H,1=,!L6@R M9Z@:Y_#_<%P5Y 8RF;T/NZZM=5VKRPO5GVGU]S_-OT/?B/JM;V[H*"O_99$^ MRN#@&CZ_-4^;CY_Q=02P,$% @ DG!75.N--(FA!0 MO@P !D !X;"]W;W)K&ULG5?O;]LV$/U7#D: MM8 7VW+:)D42(#_6-D"+!DV[?1CV@9;.$AM*5$DJCO_[O2,EQVZ6;-B76)1X M=^_>O3LRQROK;GW%'.B^-HT_&54AM&\G$Y]77"N_;UMN\&5I7:T"EJZ<^-:Q M*J)1;2;9=/IZ4BO=C$Z/X[MK=WILNV!TP]>.?%?7RJW/V=C5R6@V&EY\T645 MY,7D]+A5)=]P^-9>.ZPF&R^%KKGQVC;D>'DR.IN]/3^0_7'#[YI7?NN9)).% MM;>RN"I.1E,!Q(;S(!X4?N[X@HT11X#QH_^K5R/*.Q]LW1L#0:V;]*ON M>QZV# ZG3QADO4$6<:= $>6E"NKTV-D5.=D-;_(04XW6 *<;*_,86*Z<+6K6K6Y'79@",EDM:-EEXA53IF M=&"@8 F=9$@'3Y]TH3S==#HPV26UH%2V>+7DL![3CTX!PCIB5,6=:G)QVRBS M#CKWY*WI4@W@\V9=MP80[3*LE.,Q736H_PO!==ZMV;T< U"HM"L0QH7U/GW% M)Q2I\2IU=6ZLAW\\O>.%ZS!7Z#"FE\7D<^4K@@*\+OK:"^2]>39#,QDC:]\M MOF-$")S4;^)#1HEN2MBW.D BJOB.;T*%%PS:4Q]_!2J"NN6&%IRKSD=*MGC] M!1D#;^!R'4D,F)RUU#M2V5H7EA8P(EORYA'6XJ',7M9IH-&B\W""LD<>N:F$ M9_(56*RL@8/H,3>Q-'?*=)RX4U$I\:/94DL$K;< C8'$Q-%YQV8MXY>= ]$( M)AG#TV[[C*E24,R"669U;A!'+[54WE,U2-$/VJU9^4[TB(:21=P#;A A<4D(DW0QEJ=GE&KNOF@(U M=9*^YU)JF]SA< OJ'C]VJ<-0SI^SY?O<=(4@[2!M8W,E02*X<13%WGPZ2&R, MQ8/>)/^]^7RS%F(DPIJ5\Z@D!NE#KPZC,/Z=1MML.D,#0PWM4)U]]']TL2N> MP?%C>M#6@"M?56)EE_;=P; "3BFI=3(=2ISSTFVR(Y:SYR<-A4&5 ]M+[7R0 MB>!"JJ\T9F(9*D/5):8TTW I&-S5ZGOL7O2-=;U GY ND@C_57QOZ060]VN+2-_L==8;&]N4OX*,>C#/Z*N5"9-&^$^]LD>SPX,'3*U:"R!Y+2]=%R57 MXX+F4\F%FP4WF.!AZ)0Y?6N@K":V #8S90<_);+-YJR'LWV4_(PI.]HY?*ZV M9F\2Y[9\!)]A:8YMR:BMT?/'BWVZ[)QHZ7'\I%S10E%H(0D6.#-D< I;.V=))$S.A]F;37L^TOKNE,1@ MC%-2S@IV0;HC1U>5''M .,+-<5 IAIQ(NV!:54FJ@":F$B$>N@ 'O1L:4+L M#/$R[O+41S2U!G4N+^;SR[PSUF>;E>[=Q,TJ#.2LQYL(:>@Z$P_7Z,)^G2VR MQXU;NVM)-O+-JC<[O$/ZH[^)O,HGE-IVZ),-'B(VZ^QJ\>%Z*?[J\*?%?3KY M!LFD#.%>%K_6ZVPN@M!A18)@^.\!M^B< +&,KT?,;**4P-/O1_1/FCOG4IJ$ MV^"^V)K:=?8N@QH;,SBZ#?M?\)C/A>!5P27]A?WH6UQF4 V)0G<,9@6=]>._ M^7:LPTG N_D+ <4QH%#=(Y&J_&C(;%8Q["&*-Z/)AZ:JT2S.>CF4.XILM1Q' MFZNJ"H.G!+=8H7TPI<,T@]^05CDQO#CEU1'J>H0J7H!:%/ Y>&H3_.QKK)\# MY*QK$E<\BKLN7D7\B-49G"]F4,R+Q2MXYU.RYXIW_@+>28[PUU69*')3_/T* M\'("7BKP\O^HXK^&4B3XO468C/'$Z-E8&F=\A1 :>'/Y_CUWBG/:]+[FC;?S MIPT"KBIV)<:ILNK%'_,9XZ8>]:*XPPRLK]S 1PG&\>55 AX#4(>AI&9P?*6. M@9L!T_"X8"",Q./L M*;VG:O/MI)9GFVR-=!Q$K8WU3T)T@,9ZKI-E.=8GLC3([$F:ESA'XY/1><3B MHFR@(2DP+R$9)A!Y8CF2LTU*KO:(]3#.LA?$E5B906BX*"=E4M:&JX]-,U:: M:^4I\K )#QAGRAEMNF)TJENN47"V5D%WQ'\C))^E MV-R'0XT((IH=^\P]02P,$% @ DG!75/+^ME/X M! \@P !D !X;"]W;W)K&ULQ5=M;]LV$/XK M!R_8$L"-+2_/W3UWHH^7QGYV"T0/]Y72[J2S\+X^ZO5'JT M\YZK+8HB*%6JE_;[HUXEI.Z<'H>U&WMZ;!JOI,8;"ZZI*F$?SE&9Y4DGZ:P7 M/LCYPO-"[_2X%G.\1?^QOK'TU&NM%+)"[:318+$\Z9PE1^<#E@\"GR0NW=8] M<"0S8S[SPU5QTNDS(%28>[8@Z.L.+U I-D0POJQL=EJ7K+A]O[;^-L1.L[E1+EQA&64'PP[DC?.F6BD3@DKJ M^"WN5WG84ICTGU!(5PIIP!T=!91OA!>GQ]8LP;(T6>.;$&K0)G!2HS_N>?+(>KU\9?T\ M6D^?L)ZD\,YHOW!PJ0LL=@WT"&J+-UWC/4^?M?@&\T/(DBZD_31YQE[6QI\% M>]D3]FXL\=OZAR[<*+$*>I."O\YFSEMBSM_/N!JTK@;!U> _2O6/LPY1>+86 M#A*XEN^")I&EH&4'I5'4M^X(+IV7U 18P$>'9:/@FKK) =4#JQG:4)-]J8FC M2E&[.<#['&O/-K0AM0/8_Q.%=0>A$#G>28%2W70+&:NU!.N$< M9?TAY7O+#M[3;'84B+% B.&!$PS(K;9;&$YY-^:<[:?]9!H*O)J M8<"4U)AV9?3\%:E6Q!V'5%5"P]%=F*H6^N$7%XIAE"Q"9L\%-2Y5\Y9GH#N$ MLZ*0/C"0JO<"# Z6]$[@;T[?*V3V19-NG5C6C5"6&%7:MMBF_ $PP^.HV\W_ M-J:CK08(A=C!V.+:@]&0+QE=QOUO<0^&D(U@^G0#;C?:=UUT07C(C6."#8.? M83K8(:VHC/7RZXJTV81)FXV2@Z?LZ4#6)) U(8N/06][3,9!:O"&HJMIR$ZZ'DDJC"13@FGL"TH_1XU6*/4 =W0>@=*:BKA&1%.F*0+=&L\S MZ,Q:H>>K$1,W\W:3YH\*6Q$S1^>>(';>6!M&4.028_KQC'\9OO^=]"^"2?3G ML<>?Z2.G.YXN1"UI^,JOR&4CS3@W-RY?XFVG'=CG8 Q7E']IPWLC7P@[I^SL MIT3*GW^:I$GZ^AGJ)M0E^Z.#%WIF-N^3!C<$>T[@G_8O;'S DF*E\KZG=RDD M_8@@>4TOGGIMD"C\5FJJH2327^EX8&P>BWM8YM$)*%Y^V'079:!^/I.UJ>Z _B^?8C7C\-?". MLBW)M<*25/N'8SH_VWC"C@_>U.%4.S.>SLCA=D$_2M"R .V7AC*U>F '[<^< MTW\!4$L#!!0 ( ))P5U0N[W,NS0< *8C 9 >&PO=V]R:W-H965T MZGUYV>^[.%6Y=&>F5 6>+(S-I<=/N^R[TBJ9\*(\ZT>#P;2?2UWT M;JYX[-'>7)G*9[I0CU:X*L^E?;U3F5E=]X:]9N 'O4P]#?1OKDJY5$_*_ZU\ MM/C5;Z4D.E>%TZ805BVN>[?#R[L)S><)/VFU91D)@AF_U#)[K4I:N'G?2/_$OL.7N73JWF0_Z\2GU[U93R1J M(:O,_V!6?U:U/VQ@;#+'5[$*8'%?.F[Q># MR783_Y4L=AXT%L\$["Z)Z M0<1V!T5LY;?2RYLK:U;"TFQ(HQMVE5?#.%U04IZ\Q5.-=?[F0<$E=]7WD$4C M_;A>=Q?61>^L&T;BLRE\ZL1W1:*2KH ^C&@MB1I+[J*]$K]5\9D8#4]$-(B& M>^2-6L]&+&^TUS/QC]NY\Q;)_^<>F>-6YIAECG]WM#ZR3OR8*G%O\E(6KT(F MIO0J$1YC!<";T12QK'0BBU@)Z819B+_(HD*I"([*\.)$5$X72UX35WF528+T MJ5HL@'%(_#?P@H+Q @ZC;!CVN?*I24[$*M5Q*F199AJ6D(32FF=-Q<6J:,1Y M6232)D)Z_AT$0X5(I%= )D15C:+6$'+(LB6B5%:;Q$&T\K*Q)Q-#H6ND"BX'<" *1_#2F&6LL1PTWE2*6#=>(K,1S@,@LWWP/LP+PGOX*1 MF99SG2&:R-J0__YH/**]0R&)&.)R$6[^BBJ2ZZ0'=R\1'=Q;JFYHG=#T"<^/ M$*]N NH C<6$(O^3M# E4YUG5"_12$13,1J(IVH>GB&C)E?\D)!Y='Y<&[TV M:=MLLGL(2;B.S\6_VC\LY-%J[/0:V+,JXQ0#-EZ^$$1TX2H;J Z% +TY[=$H M:/YMN)*IJ? JQ&M=%Y@#T(*K?.T3H/)4 >**N _/8NE2L0 HH"2T+:&#:$VH MBVDEW?\.H'M25DJ4'-G&E9F;BO!:UT>"&Q[/H;6R;.0:RQLPN=P(<^L"S+,& M1=3%!,7^(L#EG*ZC\SUK%S7BZI6;8&3C/U&D>.9:QBW1?@ OX7O JACKHUD- MX8ZJG9I:1/.EDZ+"%*>\>#-#E*0=E6;F1,8ACNHE3F6!+8."O=XVS3S32Q;2 MB6)KQY1,/R>4CJ*V MNG7$=C7**ND?.:CT)W_/NP]"$ ;5=Z$2/N(N*N'\,IN3'8W%6_=DVJEZI #+!#BL3P7LB- M5$)$)G2._BK67B!(ZALJ>[QD&&HK-C?3BL3H0!&V19NQZ$8ILI;;@]#P)-K% M1"=A$"U.4?/(SF2%/7./5*OJUHQB3R0*@O:JZ2ETLXOQ7)_6;6!C]LI4&54A ML$0=8K.?Y% 5!UI#/02%)#WP(.47=A#QITTN2_F:ART=LR AHVI"2/6OJ"F\ M8VD\>5:!39L>0M9KJ;70M Q-)_H7], -N&.T2\6SMJ;(N9FA4*SXK0Q2)>11 MJ]F)9P#@FSD('@AG'6 R(6P]:QJFA5MT%WJS3N%SJ=-4+O!](&9==MTFJ,<&:]UZQ\J("&+,+(%?(S$=P'[%]N@B(G)[H!<6$$7E M>4^K2PZ:AFB8N#C%L\PJM;-):$D6%'6[.V;;C3LHEI6P,L.5V;;YVXV%D$NK M0BUOMUI0]=6T"73S:D:O!42!#0LDG.9F=*X4[96Q619T_E2_1 MP)9Y&*+7E;C>?!NUU!IP1NL7CPV$PNQ)@.C9G@. 27L ,/DO#P ^LNYP ' X M #@< !P. X' (<#@,,!P.$ X' <#@ .!P ' X #@< AP. PP' _^< H+_Q M[42N[)*_$'&",Q@^HVA'VX]0;L.W%^OIX0N6S](NT=5"^0)+!V?GDU[8N9L? MWI3\)<;<>&]RODV53)2E"7B^,,8W/TA!^VG.S7\ 4$L#!!0 ( ))P5U1? M&W;DA0< !\4 9 >&PO=V]R:W-H965T_7[SND+,N. MDG;K'BQ+U#F'Y_*="W6^T>:S70GAV%V1*WO16SE7/A\.;;(2!;<#70J%-YDV M!7=X-,NA+8W@J6J=WGNU]Z:RW-=N5PJ\=8P6Q4%-]MKD>O- M12_J[1;>R>7*T<+P\KSD2_%>N#_*MP9/PT9**@NAK-2*&9%=]*ZBY]<3HO<$ M'Z78V-8](TL66G^FA]OTHCO,>2T7&J]R]TYM7HK9G2O(2G5M_99M .QWW6%)9 MIXN:&1H44H5_?E?[H<4P'SW $-<,L=<[;.2U?,$=OSPW>L,,44,:W7A3/3>4 MDXJ"\MX9O)7@AV$Q@\(C6+V6BNWLNP7E8KT4, 0&C9JQCLUK^-');X0R8"-HSZ+1W'TB+QQ M8_;8RQO_)[/9"VF37-O*"/;GU<(Z _#\]Z$HYIC.VK&7UV6*+O"RU M"6*L6");W7-V"MX"!,@Z^X3=Z*(0)I$\AW(I$&TDQ+_4:V$4T;/WPJQE@K4/ MABOKQ?F$_: =>*YYSE4B&'<,(!#%0I@:"-$S=L+F<83K+%Q'N$3]Z2AFR%CD MHT(&&2-4LF6.9.=!<#1C,9NS>/:(\)ADS<=G7OB8KO,@/)X_+OPTFCQAIS/\ MSO"+<:DQ]4KD*;&R]QS..HUF\1/VXP_0/_ZY^0^KCVCES9SY:^1UB[Q6X_$S M]M)H:YO@8#GNQ]$DO#[S'!.Z3OHQ#+]*DJJHH+)(F2Q*+HT/Q2D,G(Y)]RE9 M,9V/R(;^?'[V7[4BO $!)5=;5@I#782VA#^X4A7BVRC<4L,)ZX!2XQ&X%=PP M076D8U]N"9%O$J=IN5X=8%=IO11";BI3IK1C,H5LF6T9Z=*U+?*GCS:1:)." M+]_VP=9^C]0P2\$VV-0(HA(IMM)>2W'GO.9D[IN/MR^> ITP.A6%3%B"8BA5 M!8@[#76LJ2=+2MD. E0,$IS!:K;F>>6WTE"" M&('\AW9.= 6 9QP^75"O)R*(: J(E]4'FZ7=L0"C>&<<@I\'(<6;RG6[)[@) M@;@-7LFD 5R^5-PX8 #:$5\PXJBB'*J,F,&A$AD,:%4*/I")+'U*D N%=V(B MP"Q5W8HAO^4F&"D(HUQY40EQ*LPA]VE]:5YA0/"+UGG1J<@QD!C C-[Z> ?G M!-V7Z"UN%;PM[;'N0 9F,(L=#QQ*@6A%;B%H/83#Q^@@&%2_27>D2>'-/HGG MDUWE'E"-V&>":^7Q#OQ0&*WCJ>-W'5D"O=OBFG1V*R,$@.3'@Y#6K[D!X'=% M?;"+JZ7L2#L#"Q1NZ))5AIZ^(WJEIKREYI15COK]6N=5(4+$OCW =Q"%194NA0L1;]1/]49MN*%8KJ4?=^LKSR6[DT?WV!\^5?0[LX#D' T"]5'%^G&$"CM>#*[-R$$U1Z8^&N/$7-(^<, M=FHI[;Y]4]W=XQSZ[?&&($!V##7/CM;&6)L=K4VP-CE:FP:CCI=G@ZY/!\/6 M1QM :.D_3?DQ6KGP_:99;;Y^786//GOR\.D, ]12*AH_,K".!F?3'C/A"H,$>!]IC$&U0^T0?--\/(?4$L#!!0 ( ))P5U3^ MVH5>_ 8 !,1 9 >&PO=V]R:W-H965TVA*(J"EFB+.(I422I>WZ_OFZ$D MR]DD6*#H9NU(_!C.UWLSS.76^5]#J5047RMCP]6HC+&^F$Y#7JI*AA-7*XN9 MM?.5C'CUFVFHO9(%;ZK,=#Z;?9Q64MO1]26//?CK2]=$HZUZ\"(T527][E89 MM[T:9:-NX%%ORD@#T^O+6F[4DXI?Z@>/MVDOI="5LD$[*[Q:7XUNLHO;):WG M!7_7:AL&SX(L63GW*[W<%U>C&2FDC,HC29#X]:SNE#$D"&K\IY4YZH^DC34Z&XE"K65CXJ/;_D6U]IR2O-R9P-]BF]8NL3AO M0G15NQD:5-JFW_)KZX?!AK/9&QOF[88YZYT.8BU_D%%>7WJW%9Y60QH]L*F\ M&\II2T%YBAZS&OOB]:,*T3=Y;+RV&R%M(6Y"0"[<5[74'MZ/XJZ4?J/"Y33B M/-HUS5O9MTGV_ W9V5Q\=C:60?QH"U4<"IA"T5[;>:?M[?Q=B3^H_$0LLHF8 MS^;9._(6O?4+EK?X;NL?E9%1P0N4+3IJ%<0_;U98A?3YUSLG+OL3EWSB\O_B M[W=E$WXO0BUS=34"0(/RSVKTXL '[S9>5N' UCL78A _EPI/4,/NA+(;(#(( M#=@(""(WN#5 .)15=[)\*R@EUJO M=:Z5S7>=0(Z@MC!*$MT$4#7"%.\"[#1&;!0Y MN"[)^Z1S4!L23SL#2*?U@%'PK?#$/A_<^D.#%\DII?N42MN3J[I@D4_"B;@Q MP4%*;AH@E,2]#8F4)A(.Q'J?7&0FPCK[P:N\\;R!Q0XS@FS.$1MG=/&&1S$N M$7,*-A)A6^J\Q$X(AX3Q? ':,P8;)\,7UFP\S_IWU"<6NU/2(_&(< 3H0E4K M&-U1!G_/>.]\EIU/R).UXL)@$/[/TB+M.810&0YNX'G8H)ZE:2A,AWJOF@ $ M!O;NA'Q'T^N& MM&B33J[7B"SYJ54_D$>(@L3:NXK7L F%6,NY\S*-\D@=6@@0T7X@AP;$DG'(NG TB\ MJ*@#:-#L3YPX:>YEU<=J8CQQ*TV2%E]JDIV+LS?^()VCX MT'&*R!9B_HE6G9Y2']'1QYXJ,K'H]R[;,_\&3>X(8HC3 XJ]*[H>1!QEQR); MBL6,99[WXW*#^HRBVK89;!ZCE$KAT?SCL3A:+/"5G>+KT_+X';O QV,HE3Y[ MLSX.K#HCH\[%I9*E2AJ6OG([5_SSI7W]:+^&JSU/5N MU#)'M=&YP(,-Z?I(:_JV$8O'RT%Q/SNL[?W4$*W_2W6GYBZAF*4Q(28"@9]# M(@/.F!2$1-[DH:X 4=:!SFU[H>R<0%3V>F.\HNI'3NS)-S5+_5#7T5V(?\"P M=$TZM.N0;3BGV$CF _!=I= R0^=[6^"RR(WZ&,!&SE'2(;7_#+[TECGXJ8MD MQC\_4UQ8%38'@O'S!:$W+A^PV.)4+/%_-H#388_8X69,(!H32R#'/XG7+DO3 MP445FF_X.D[].?R=[JS]:'_COTD7W?WR].>"SS@4,$5Q6&/K[.33Z2A5E.XE MNIJOO:B N$3S8ZG0&'E:@'DJ5]T+'=#_'>3ZOU!+ P04 " "2<%=4M5Z7 M"@H% #*"P &0 'AL+W=O7]W1CW2=?$ 7Q4&KCSP9%"-6+TDK:;LT$RV'VX M4>LB\(?1^6DEUW1+X4-U[; :=59R59+QRAKA:'4VN$A>7$Y9/@I\5+3QO7?! MF2RM_<2+-_G98,P!D:8LL 6)GWNZ(JW9$,+XH[4YZ%RR8O]]9_UUS!VY+*6G M*ZM_47DHS@:+@@I+,9/**2M0AKC;AS%*'^409Z?.KL1CJ5AC5]BJE$;P2G#I-P&AUT% MO7!^6U>5)J <0(EXK8PTF9):O#$-X8SOXLG& MU<[!B;AH3%\[JJ3*!3V@R7C8?B864SR.)P@0(9$(\@&?'3RH>[G4)*9S,5V( MCU+7]%SFJ!P6$05^1DS%N36A&>Y:.$[%H[.GAKS?HYS)4[_-ZP<0,K-9+R=A4VTE%#PS.1("T\YQ.4VHI@G_DS\>#U M^3I(#QFBXSGJRN: X M#)]A+_P7_"S'9Y7FR$/.3O3R_RH#3BTDFDZ]$^F!T M*0!EAR,4N=BQ':R JKBZN'EU"^"14W((FS]\MTB3]&6LE3Z%?7:3&?]_,"2= MB6Q%*50MZNKIFMA9GK4Q3T#H[(E$]RD]F3$GXX7XO?N+T=[MQ2]CCT"O<'Q7 M=HDSWMQH.%D" 79+[GEL!95UD0=L>AM;E:<,<8=M6YRA<+9>%XTJ6A,$N<$< MX>(,..'C[T5>DX"%O;84&]$!M[)-H;)&^PHU(,U61+^JI\#"A['OL9@C'FYR M?'_"<#I$#7 <7WD\ZAE@Y'O)A4+YCHFMP"+3:+AJI?C08]6>(XX"FZ!3UWGD MM3N07,-HFTW=LMR2#*T4:C$6\3 >B!O"L.9C8\]DI<"K^C/J>F[M/F+,E1?1 ML\O01@J^5K5><2/'2GX^;U%.MJ,)N6'D>RDU[A60(\,CL'-H\0[ 28RM/FM+ M?8E[I&1(.")[SU<.;A>>HQ@#K#$6]M#3:D4,G:PJ9Q\4;B_26^[T["!)Q!:E MCZ.+=-D%ACV]'8I;(O&S#232IM:3EX#DG@RHY**$>P*FW64X?.PB'_7F*^2\ MCE,DHUR;T(Q:W==N4+UHYK//XLV4^TZZM3)@GE90'0^/9P/AFLFQ601;Q6EM M:0, CJ\%AFUR+(#]E44R[8(==./[^5]02P,$% @ DG!75#IIDEE>#0 MZ"@ !D !X;"]W;W)K&ULS5IY;^/&%?\J ]>; M2@"7UNEC+\"RLXB+W<18;Q(415&,R*'$+,E1.*2U[J?O[[T97A+EM8.TJ/^0 M>K\BUDK58BO:9*9MT?KHMB\.CDQP5JETOAZHS*\B72>R@*W^>K$ M;'(E0]Z4)B>3T>CT))5Q=O3N#3^[S=^]T661Q)FZS84ITU3F#PN5Z.W;H_%1 M]>!3O%H7].#DW9N-7*D[5?R\N-492;6FOKE22$""0\;N#>52CI(WMZPKZ M>^8=O"RE45 M#>+BC)1R5^1X&V-?\>Y:+8LW)P4@T?U)X'8M[*[)@5WCB?BHLV)MQ/=9J,(N M@!.04-,QJ>A83!Z%>*T"7TS'GIB,)N-'X$UKOJ8,;_H(7^(Z-D&B39DK\8_+ MI2ERV, _'P$^JX'/&/CLF4+[]B[Q>:W$E4XW,GL002*-B:-8&1$7!K:$]V1A MH8"Y%E@80,9$"" MH:K< *(!)J#500PX(:RM6+NMQI0R"Y30]RIGX'*S2>) +A,E"I6G#-"H"@:$ M*E.=%_&_ 4:"A0R+E"F$^HJ(@76Q9>)*9T8G<;8;B5W8^P+\$ M[8@E@.R(^<32DD5W-QF9&(R']@(_(WOUF9 G6F;B4H2EHH>G8NJ/1^*%.!:3 MTSE^O_O+^60\>;V[85%M.!=S?T0;YN-Y=_&=RF*=BTP326[UA3CU1S-:#1HZ MJS^I>YWE\MKNJ M9F!:KSK' E[51_FL7C:=B?=QQK:3*-BOT,LD7DF*NH:$,2;R")+X"08!#?@7 M1#$@S,0M& GB#0R;#;B_W.(]+ICH&\TDA!QHVY&UE?-(9GXHBQP2\D7&NJ) MK["'7P0%>J+L6U_<(4&'98+[32W$C7RPWD5*PH:DZU)(XHPV4U]Q0Q0^*)D[ M9VZY&ML*FP(K&C]S:VR( $C]$2 ZN1V+*6EIU*MF0 MKJPIO[>F3(KX*6M<\\SC59Z+&S9R*99A2++40@IC3=$H*!5/G6_(5:XXKE!, M@F>T '@<7$VY-'$8RQPX7U%,@H"P>E$:1&EC8.'Y?1PHXXD/'Z[$X&IQ-_3$ M912!3 Y+4F/UK([(LG?O0O?8_4PS$Y1!$04RIC X.Y =6@ M+=O+2A1#FP%ZWW%J0 /?T-"9(!012/=/0*@7E8+;YS,#G& M?+"1:-!$'?MD:%,0+N4*U*W(41I[AC;A$^0?QV<(<"[BOP:6Q] L]M LGHSF M?-Y"0TH!J@97$Y2[DGAP& ^^[\,O[V6<<'IML]G@=Z&"H$DRX)=)G,;6B^F;D<-%R//+G+W;MG%)9U[09:-MG.LBV\%+QFXZ95#(+HRC:$\DK MB$TB&-BZK8Y095;A0DT7&[%\Z!!',)2$(%PEI[XZ)Z(745E0T1JB.L+#H!.] M: ."B2!O7-QA+XJ;%@D$JYU_N4+DIX_ZL=^43*09Y!$V):/2^*7,LI(XM;*! MMF+0EBMJ^8C@8^3_VA[*PA3@@)[WN5>/8($-Q%!88OE]E _"56B^N Q!)0?8 MY*&KVVV.W2]U%/6F2DZA=4+-5<(Q'!ZS*P=+ _G=I.;!I6E396JV1BI1B3PD M3O!6QF;-8517^)]7Z]8N2NE74#X(]PM4W]:!O2GSIZ#0M'8\MVN[PD%C:Y-/ MR-[YJ.+)+CG%DLI9;LTVL2(LM#?"?3S6N(,X!=W.FD9"NMD^3= MA[LA:^^9J?=;F94R*6GA,@6C@7QB4FVDOY]4>]X]+ZDV#<&?D52K7N29295: MFN>9SB0S*BS' \F]8L/.9Y&Q@EL=>6*TC*J;HP%)[! "V$619UQVN% M#IILPCB!3GFAY"%'"H ,XPG"7%(^J;I.C^8>M.F&U)D;[M?/7@N](8+X MK;2=*<0G*,NG @(C&6EVHV;^D\I\!6YX-"1Y2&4W:KK]OLRU;;&#!W[L(2EN ME*T"W"BK>-A8)P$[5I'[T"NGVA7)4YFG_1U:"!E,7F9HRJ-8^\2?S%\\4S^(0 MWZA@9@2OI=U##&#IM+OT:?3.++TW6.(J-6(=Q:,K)FQ!>; N?&J,V"WKV:_C MW)9TP 8;;/Q51(HM;>3/VJR[XJ\J$6(Z4C ;-WPILSIFMAS?5A!,I"]^KFFE M %(/8'O#D5?5@["?K+!@B&QX#O2SAE2_"!0;2/'6$6GIGA,AFR4)E7**GBE> MU&Q'GY3(P 8_7BUI@(RRSY:K!TG;F0IKU")HA2 CM!G024%X0&E#G25C+:DN MRC@CHX*"[F) "%BW%'>#=N%KBT]:9.H2&+D08 XU)GTAG69295;'S]U6J]M. M>=P+\?P%):171XS>K@J6$Q3\),[DOSJMHNL%^4B\;37@0'=H"0?8=G5C+U)IP'N$?_2]NTOX5":CP8VB0I7;/Q$;D%*9;'AAV;^ MJJA)K^13LU7+5N?&BH\V.2-':1 7K$X=?&F#J!I8W/^U*\/:3@[)T H>Z](.0;! M@D4MGO= >UH/4%< ?(A'3$CT-'20R#T&.,VH1J6; 'D5+D.E1B4NJ^0-C4-X MHNNB#@O]ONHIW>DC G!1A413'1RUW9&&.TFL,B[=NDF-O1\"(=/"VJF/4I.S MUVA$7,:F)LYF)$*@#V?IQ^.XE5L-D.(,V&W.NQ()0D/$\UH+AMK$:BY%H1D! MD !SI=],KFAVM+O:3JE9&HDV?$(&TOXE2YV$X#$(IX2ZZ*Z-2; M(JIQ9>I'FY2VK;C# ;G*@9G6MR=:/?&V#@5/#[Q]T?8Y M@ZY'>NO6H"L^..>ZI8A*AOXC;)7+'JOQ64<'"!V9FUWMX6513E%1.I/*+>FD1(%2D,>H<^R8(T3F)JJ6 M:ZOU/X$#ZK#(;:BZJ[QM7URN R$<*:G+DDZ=JT9^!Y_U^E:)VJTF4TE=4Z>B)*E2_Z.C2+$5;$IX/248/CMC M)^$>ES.H3%2[X7-YEJG>L.]@:V:S,I_GZ\2'G'K\CD?,]2ATJ8JM4OL1@B'W MS KYV/*F&D=I2RJ1[T>/L^>YU6>-]\ M2F/E5$^ W;@^L:%ZZ8[7@:HU_&@W9T\\+J@R]I5+K=?<@F1U0U:I#+V8*UKL M1R'M\%M?L&\#H%GKO+"GU;1EY^S:QD3+WO&L-C*/IHNMF].+6O=MO9A#BO'L MYQ^V>!E?>%5;R"FW16WU58O-7E4&L7; HF^?G_^=+.'[?83=KU;:'Y^,+_91 M'8LY?7!R2@?L9^>MO.6L;SP4V"].][].N&D9N_WF8F W#6M%>&Q\^IG?Z/1] M/'72^OHL5?F*O[&CNA'JLA^BU4_KS_@N[==KS7+[#>!'GC<8U*@1MM(LY4CD M]KLZ>U/H#7_+MM0%BFJ^7"L)DZ4%>!]I^(*[(03UQXWO_@-02P,$% @ MDG!75/P=Z6)$!@ X X !D !X;"]W;W)K&UL MI5=K3QPW%/TKUI:T(-%]0D I(/$(3:1&19"D'ZJJ\L[OQX54IG!V4FG@>"!2RF2EPZU=O:/>.VEUCMXZ]8U;*O(9Q4/MBB M40:"0IGZOWQH>.@I'(^?49@V"M.(N]XHHKR209Z=.+L2CJ5AC0?1U:@-<,IP M4.Z"PZJ"7CB[5D::1$DMWAL?7 6^@S\9!9AF@5'2F+FHS4R?,3.9B@_6A-R+ MMR:E=-O ")@Z8-,6V,7T18M7E S%;+(OIN/IY 5[L\[16;0W>]:>4TO)*=#W M5$B3BG>4+I19B'/.$!44>7&E?**MKQR)W\_G$$?V_/$"BH,.Q4%$%DH)HA90(Y\J&>VA>K7"6Y2&RE4R&S#!4FT":PR#1"$"4!J:Q# M"2"J+D(82Z3/189NX(=;D MI9,04&NS,/L"'G#SU7?"8IOS M!LV^_+6)*!88-P%#63I;.@57]D7E62[=),<&M-I0&X$"Q+_)"0G(55!:_5T3 MGR.U2%!BC2U4TKD%QM%JRT;!NR&7,,8X^ M5UF(86SYX0!M\TH-6X833Q=(1IZF>A LU,:$-] MC^Q^F3E6S?C0A3+@;*J]SMA>J79:V_F:6MAAK'/2BI8Q46 5'8VI5YE*I&EZ M&:"@2W>40A@KF#36_(A]XIW%H*[ /J^C87' 2^D"4^5MHJ*/,3>X[?1\ZK,\ MIT16GII.!/J,ETF=1.PO/8#$SHX$^7^!VNV J5"QPE!<5X[]V7^4NJ75*HEM M&Q68$K2L03RCQ1YLICB7RT@?7P=4416POT0.QV O$%KBP,XI0$4D:"PJIC=4 MAN*R^63NL%6=)6G73FN.#&0K6V'9&A6LBZF2]CU\$M9^?68\H,,% MKK*CV:NF;GV_TV"5CRP&$Q/2$3&'N!7MB\GXE>@FF4#UL%F;Q36>XN,.Q\*R M58QP#^+R G=N#BFZCA&X;]4"38.T&A7&U""JLKUAM[VE;S:UYLGXO-X9BQV^>RIJ?1[XN<8@VLV\IF-B'//W6_W%R7G\0#;$[N3 M;Q:[K)LQ)SWG#S)U]Z):C^YP;NX]/CI&GX9W:)@@ O>!'7%XB)_=Z1X/9_B9 M;!TK6\('1U@]G.+G;>6V[4R.Q???'4\GTY_$Y*@;?J '[D%?;]L*M/^GW>@< M#?-7KGLQ&W>3AZ^[X4<;D++/5@WP(X5W(BD8'_-X*O[L_<6E6\+#S,>6Q7$W M?!] P-#2YIK$;BG7/-@3LN#*;0_BM&V?EP@AVE :>^*%U+%UWO'38OC4U7?4 M>W44Y!;Q;>7KKE _0+K9[OEV7K]:-N+UV^^#=/ 3=Q3*H#H>'AT.T*3B>ZK^ M"+:,;YBY#7@1Q6&.)R@Y%L!Z9FUH/WB#[E%[]@]02P,$% @ DG!75(HU MP:&ULM5=M;]LV M$/XK!Z\86L#UBY(N:9H$R,NZ=FBQH&F[#\,^T-+99DN)+DG%\;_?Z>NWONCCQ>6_?9+YD#W9:F\B>#90BKH_'8YTLNE1_9%5?X,K>N M5 &O;C'V*\>JB$*E&6>3R2_C4NEJ<'HVXH1(/"SPU?L#&B"#"^-#H'G4D1[#^WVE]& MW^'+3'F^L.9/783ER>!P0 7/56W".[M^Q8T_ST1?;HV/_VF=]NX?#"BO?;!E M(PP$I:[2K[IMXM 3.)S<(Y U EG$G0Q%E)TR4-T-4H#G*XD M*=?!X:N&7#A]J;2CC\K43'9.+W6EJEPK0V?><_"DJH+>:#731@?-_G@<8%,D MQWFC_SSIS^[1/\WHK:W"TM.O5<'%KH(QP':(LQ;Q>?:@QDO.1[0W'5(VR:8/ MZ-OK(K 7]>U]/P*7VN?&^MJQI[_.9CXXD.;O!VSL=S;VHXW]_RW*_Z5^BMMO MXG;'J&7/%7:%)=/*Z9SQI *JJ38%S61+SJB<@H(EE).!.E*BF*RCE=+Q T)5 M^3D[4F0:2QO2E>RUKF!G-FF+2L4XX[!FKL!D]QF*5LH%G>N5$ARP+5!*5I() M-(! A0H\H@^CZQ']=G9V1>R#FAD-VAQ?0B-YCP? -&R]"=RQL M 2G'B!7-K4'W\T?T1D1H>M1/@?9H(X$=JANX:J^KA82MKE3Q"0T :U]J*S\I M.2FHJ9NU\4-S)ET &'";E!POV3';I(\:V]E=VXBE1G?K3#=.6_CDA G5CGF/ M[[FI4]R#5U59GEY36 M7#]A3:9ZJ6B2>UU$,'WRDUMS?0PM2PKQ$+?#['@.@LSL9!8&!\CIKM5LZM!>(/BS<%^3VN0 MLN'#B![C4ZF-06'Z)X3^RN4,26M[[%&:[Y3]C\1T-PL7RKF-9#JR;/=M)VAO;+5X M*MT#3606)+##O<.]]'NP'W_WH3V]'R92;DFA2N%THL^%\LOH2BX/_*76V"-4 M'8+:F(4ZEXC(QV%;#+X9#JG8*W0BD;]>6A=ZF-1JY>QMC"C$&T]:RP50-&7K MMW+86[L4S%3!7@@,$+4P&\Q_7='OJJHEM]ED^GP8%5S8$B-D ]Z4*\."-M9^ M#E>\CG,'REZQ,F%)U];4LN3IRM2>'K^ZOGHR1(UY.P]KZ2O ?(.>ZD1F&67R MN*PV,N4*=&LM!X2HUK?*AJDYP"/AI4P:(;$7/:H%\.CYI$UT#)>2\YPNZS+R M';&1VMV5@M%8T2)]V EW@TSAI%C61L61H'*,GYO4 >P-L&:T8>6:;O%U:WS( M:-.S3*R%)DL(U$Y(I95T3:N97O',QT);@S.#3MBPM[0%FX9C1L][?^27 L;'JE3N@S#A9 /N6)6.@ MDD(0@4[T2@/MN;-2.-@.,=U\.QJ:& F0M$5.+O2XF7-/1G19Q_XMFS ]G#8@EZY=Z2785;SJS&S Q2D^HG01/=F [W.+DTSS(@:ZN^_I M/U!+ P04 " "2<%=4).ZLYJD# "(" &0 'AL+W=OA5= M9U>;A3OO#_PMX( G8^8B*;1^<)-WU2I*'2&04%J'P.EO#UN0T@$1C2\#9C2Y M=(:GXQ']#Q\[Q5)PA*V6GT1EFU7T.F(5U+R7]DX?WL(0STN'5VJ)_I<=PMDY M>2Q[M+H=C&G>"A7^^>.@PXG!Z_2"03X8Y)YW<.19WG#+UTNC#\RXTX3F!CY4 M;TWDA'*7_ +>'5AA M@/+)CK$B^WQ=H#64&?\\XV Q.5AX!XL?EO)9'%>&5]CQ$E81U1F"V4-T 9S= MT%A!]=7J7PVPK6X[KHX_(96.*TZA=JP83NE"BAUW58&,JXIU9,4X(I DW!)H M"6T!9E*?'< >Y&]H@R4TA<36;W(QNF,?& 'OL#D,?[*_W=Z34>O\W.O^26O MHQ9;RD,CBMY7_3>"L(8CZS3:7\U30B#?DSZ!EE![0.N7.V\L%$/8@^&2E;IW MV( S6BUE7SE5+8%_C._C&?V^CSW&EBM>\9B]4U2KY%,HM%R5S@Z&BT16&]V2 ML49PSXBG/DK5#:]>(& ;DJ?A>Z!](!6(&Y48LYH@ /X%5O>V)ZE:4Q63C,///,[]N1^Z*6ESH/?H$T4SMAB3+F_ M$\KG-]U4GF:_S\[PL*C .NOR:GZFC:Z-[(XXFA4.$X$.V*?>FYL93D%)/+\9B])2$IN0+GP.[ M7='ZG+'D[(S9&>Z?>A]*9D+[OVD.+9B=[X$8&PO=V]R:W-H965T M6FSC2Q3&^FMK/#)2ILR=7AKUI=V:V2:\Z&RN$S&XZO+,E75R8MG M?.V=>?%,UZY0E7QGA*W+,C7WM[+0N^G]S$W]].Z7Z^X3R_;JC_R+I#EV5JY4M=_*YRMWE^LC@1 MN5RE=>'>Z]U/,N@S(WJ9+BP_BIV_=S(Y$5EMG2[#84A0JLH_IW?!#KT#B_&1 M TDXD+#%-ENI3B M8WHG[;-+!XIT_3(+IV_]Z>3(Z3@1O^C*;:QX7>4R'Q*XA"BM/$DCSVWR*,57 M,HO$)!Z)9)S$C]";M/I-F-[DF_J)5\IFA;:UD>*?-TOK#!#QKT=83%L64V8Q M_9,F?/II\;.V5BPE8DT*Y3]P_,$9(NX"+YNK9U#$GI^+76H%_E:Z0'39[\4_ M9&J\+P0L*Z'R03ST2\(&.TQQ-Q-L51F/YT\?&PB9OC?GOGK7Q9)G/P MAC@Y!?N/VD'PGJUN&UN=XBS)'7OCSB'_#3)DIJM,%2KE=*=7PFVD^!1]B,0J M&,%"F-II<]^SM# DH--\-RA87:@ MTZ^:R->09UE((>]0E"S%13R+ +'O8(PHYN=QE-#SRTU:K4ER\34M:F^2E,1- MJTPRV/+&\,0XM58ZD$O&T92.CZ,K(A9[8MZ)#,N1J% I8=Q&CP!@.#NZZ@L2 M1PL\PN,7\DZ66Q?4'(D,/!5XI55.UX $F-B*R2*:XL LBIG]!(\-Z-@JN8([ M"#<*3-/\,TH#9"=%V*P0KO7[*IS;&KTB3HRH.&X-=-TWU"OB[I1#6K0B8>X- M$DF.!(]ORFVJ#"HQ6PBT)IY4=]]9//67/E4$PW6E_A,,&\QC06K1LRBX3^CY MIH8MV!0:^#/>%ZQD]'/KJ,Y.].[9<'F^/?P'YOW(X*'R";C'_Y/7F-J\0\$D:+.X9LV MFG&H0V$X1)8(P!H1F'6F.(9WRFVH\ZF)/:R<2UGBLI';U!F?*2S100!7JEHC MIHTNA:Z-J'1UP>QLO;0J5ZE1TD;L_PX/1 BX85?UW<;)O+L+#-)*R#]JY2C< M"7!\G20BM8A7+[KA@ZVNPL&UUOD.V3UB![ZI.*F,^-@)._9$4$GMV6FGNUQ8 MK85RLH1T2PW_SKYK\N+#-$3^BMB1)'GFFIS8I4'VJ+(B-WA7B>4]?XZ< I]) MQB*:SR:=J4;2H*25C20H:PSVG:)KZ(6=A"N@X(V%L;.-5^XEC)!6]\!WH20E M",0)>*=;X&-+KO-9K$_9D>+4B!/S@$8V4F5^U%R !#+.&;?%C8(6:P_JC%+U&P MG&4_UT;97&4>FCG>P84]J3/.JBR2\#+*6I4-A(V O2VBO#AK/<9X2QU M_)Y+FT2*171KJSQUPH&MMUMM7 K4'_$ZT\@D[E']PV5ZCZAQN$^LZJ*X!R5+ MMT"Q>LOCTE>:B BBE%%KM]&&I8W$ZS3;B"T@I_,!2RJ!]"?JJN%'9SN>!+=@ M!L>P*&5*W70;REVDH)BZ@C^(.B-S:CE&G*P1Z %FSD=6:M9(%2(M=>V305-L MO66M6&,.=50V4.W%;$QJ44&%>[[ X_X$X0>W%>QU-DY?NM\WU&;V[;!!9Y-+ M4"W9G(>Y!IF(W=89%2[\GFA!+0OO" 7)-\%W="S'P/:;G21CQ[P MI]L,0;S2@R(7#3!)Z:"PFC+T9^D3EJ[6F@,&A^1="A5"CH?!J[J41M?V08BU M[9^\&X>.C[UA_QZ4'M=.\H# M[4T#"0E!1A:[;\F^UALNDOJ3YB MN"@*>@ZIOJ<8H\5BI@_&I@2B5AB.G"KI0XA. <]L3)LL? U%8/4E%U2W*$0- M?41IL!=. 4Q3I.D2]]JU:4O@&VGZR)O MB]PWK!6)5QX?U')GY)LN>O;J!K615,Q"TCJ-X[[4G,)YHCDJO[<74I;1L?(V+7B0 M@)Y_3ZLZ1?\08Q9+:"Y+IO0P%C=YW@(XP%J++ Q_5,?:1K1YC@^?0;D'P'WE MZZ)B@O]SU"MNFYYT@AJH=LK$ZP^=)WVC"'NPM;IRT=U/\RP:W9[B/>2VJ@?] M^UF*&A("/*%]1> A%LM!4?"]_S M<8?1 _%I/!OT&Z?Q5??A4)HG-0,'BSMU M*LC\7'2HIY%56K 9TBPS-3X&\\?@RXCMS;-A3AURXY >JC;94VW:O0^,0Z^' M-NN^::F/B;K7_1^7]T]8[4W5SB'#X%=4 -$+8^@V_8(TF/D'ENFE_E4+UK#[ M NLY:C.)'_@3K3+]C!N;EG$ %R^,I[&&?N!6W#?=,&VPT>AF7XA(,A[/HF[K M,MC,[!57A2YSI5"M)=/R@PMCA+FA#U864]2RYFU),T&%.MF(V1^?O$-Z&K4S MW4=NXP^>V:3(>ND:K7HXP*<3L;S#D*'ZTQ$^X5@LG1%7119 MW1N2!V!R1>E[&]Z6(DW2=-64$Z*]K__^COE) MB^4V>5"8W/C-X:^TCVD[2%JD2QOZ5(R%P"SOUK/4F'O88)<:I'FQH$[A^DJ\ M[;>>TGRE-2,G?N XK&V(([V;7HM9;]%,8$&%\9B;H1_H:GI+BY;3\;S'I. ^ MN3_"7DW$U8+5:;:3TX3^_.9L2G3KI>_>DJN92*ZGXK<#:]6S!6T'%^WN^A2L MN2- *S@PVL\]WI\J@EBW)#AM>PXY:D5.)@MZ!"E_Y9"WSWH*G(_8 M^:?B;.:_[)A/_3[PT(*Y*>-=50VC>(M%'L+S=MA&JO2<[DG[$=-MV6_AX M!U .;KAW_2F2%T/H$V6O"W\H'2?9JNF5.:[(T*.#L]PHS#5%Z)K\4JVF-;(/ M7EI09NT2ON-[;!W?U>\CRYW0DR#^N%/O!KZ'NZC!:+CJ3R*'NL!#$OG<3,D3 M(XU12&:][%@]B/5!8%,STD;2\),0S.VF\W!*(W/X,6XG??FG08>VFWG8 AZ< MKMEC_7T@ATG8$NV["L! J0)C5%KCS=2?[&\*C #U>A/.>?.$:@.PT)9F=$"Z ML"SYIHB'8F/4T_LXION;&>X\ZJJ2]&4 =!GU!^ZG:\O?ZG-K3[>F7U-54&2% MP8F:+SBMHNZ+WD@JII!F%#;.! 'ZJ41>%V$],-"MGV6Y3S?ZLY^C0[KS U"+ M)OZ50J^KZ297%X+J4%JAE2[$,KS:9X=Q:M@TO99OI]@PE 9:NU#J%610VA&$ MKPE\$#?B#;Z5Y8V W]7!)\W>K9G[@0BZFR6E'&7D?D?%62"L44Q/M<#23_Y4 MY:@5O$-O&U99[ [N7AZ/'.#VX$C#0,V/1R7EB&G2I9 6 K11XZ%USRKAJ\ 0 MI 0Z3'JTHFKZ'/"=AX0UC7D#0_"OG6)88K21ODC7N9L4ROG?V;17VU\IW?@?YW2W M^Y\X_9*:-;$NY I'Q]%\=N*;D^:-TUO^JO%?4$L#!!0 ( ))P5U1"3C"3+AH -1, 9 >&PO=V]R:W-H M965T_-*Y?EP-^[9>G?M.;LN:7UNWI MV?W[WYVN2]O=>OF"/_O4OWSAQJ&UG?G4%WYF\=5W1F^:'6^ 4I$7ZS@)]K\Z^NN)K4\V+AP]FQ=G] MLP=?6>]A/.]#7N_A-\_K#P]U/\S_G"#SV4YG^_LNNCN.LCWO71 MC;OFN]"^/]O!+DM2S&-<_NNK%>>^6#O0WXQMNRMJ'&CTWM3%@NQO5@PK@S.O M-V6W*ZPO;+=U[19_MC"08EOVU@R[PC5%U99V[6=%6U[YT0[X"8\:'[:1;3>] MJXRI08LO*M=5IN_P\W0A&,Y@>GZ_:D=Z]EFQ=%L\2D(HVP+_6CR*]YG=>&!6 M>--O;<5KZ380"2LIZ'F.I0:8,>QZQ/OXZ\;T6('_9-:;UNW2HQ7D;?K*XD%: M*NSBY:_$C3?\AC'%9S-8W>5=A_=,<6FP+Q%W7@W%G3>?WUV>WWW.ZSB\V3-S M^-?>+,=6&#,O?LU87!L<'F8+.5VM#+]4=@7Q$7P!VZ%LOFAZMP;3JBC67>%7 M;FQ):("MJA])?KNBA""])Z[$M60!"+(VH)Q9M2@7K9'#8BNL *SVKL.GN[3Q ME$I9"T,7Ê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�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�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

X21+[HXJ_G_H!-0-?1=7V0"8CN) .Q?$.\8YIQ=JPP?A M3N-8]4[XDU(EU^^_WCU]D0O)-^^^2[XU]:BZCS!010QG2N8)S96UZ^[F=%/CK4[@>GO9B SV,OMXK&XC;N'@"XKC MP%SU&A Z>/^"0CF2&_!>2-U<@]8(7?41WAYE/&>AM48'7D/[N[SK)O>*_GU2 MNW"6S^N5*NLZ?R9Q]HM\K%V67U=OM&&[6I3"%#S?A3?(5+.UU':F?H@2B"3/ M(.8RU7RME$P4D\(M "^(5%.C]9U2RT=0F@SC_\^Y+G. I;*S44=?@(&_!X?Z M&-_@/FZO4:EM?]54#>CT,BTR^YH-530)RDC.E.3(*<_8F-O28!)]I*6; " Z,Y -[+Z]@-;SC\MSDK^^SO *)E;ORVOV^&1?/SZOE ME\V*_W?[,2 J93#*8J5CQHJ!8*.R657$TP]28IA$0U!+Z M&DPG*%J:1/=@,_29K!,L'ED+%U0/G)EP/,O(V0<7E#S-,+ATH7?87-L+V>S8 M3/Y"N=QJ8Z?=TNE]VR]2K=:R%R/R7O^S?%S.HX3D1*;$E&JB$%%M@&!B&KC' MDI^O338T//VV>Y!JTW7'] X5O8&Q'?^&0 M&_KH]DI"_9O0W9_M4 E*4C>F')6([-0_)AO+N[S]0.5&U@5Y/RPW^L$PM=J: ME.V'Y]5Z4_Z3-G79I/W]:_5/,)QG">%YIFX8!"E>G=&HHS#I$CB5*19 MQ+!3JS O*:9&/_H!C)P]1![@6[N+AH5T>-^1EK\M&K[7H,MM-W)SXP+O*]/Z MDK0B05U)_CB&]BMY2#*VD\D?K#,>ISL&\Z/#+T]T+7_1-"OT#MB,VT07B312 M!6$"IBB3FN^,7442!JGI8VM2"A#/7/CN_#13([1Z^P^9$1/PGIQN)'%=G_3;TY=B:UY3,,1TW5H@C+/A:E&I9;K MZAYSQXVK?8.W3!(]WVS7VAA[6(K?Y:*.-#"]7>M]QOZ,;E]ET#2^IX(@J+C9 MDA5I#JG(A"81'.5IDA0J%_-O[Z'\ M1B_BH^ONS6N1[,AH:. 'CQHX1KQ5 .PU 'L5P!^#%(B\!\3 T58>@HP<7.4/ MU6DLU1UCA:Q[^[#I AWJL(8YY3G&F*4P4\J85AF!M,A3&)$LYT7!28RP&S]: MS3L]0MP5;JW-!1FV]NTQZI;'@:&1'/J(\'+M6ZH_)UTL6BWVT"5O+Z T0LG; MXYDG4/+V AAV)6\OW>S'2F_ERUKR)J1T'BLF)3-=81+304 E$62(%I"PJ$AP MEDB&G?9U_<&GMIOKR^;8Q[X/F1US^ (Q,$%88>#>B?Z,LF';SO[1.].]??U_+9'+FI+_JGE:+<_.[+ MAJXW;[5E4]?2RT@2*RQ3B.)U BBU6X& M=OJ!GH*]*@@][VNCI$GPZ*M9MQ=:;X#1U*LX8N#GP'9[]UJK._C&[S46UK=Y M9V#\AVCI&4K$UVCT&1C>"^T_0\_B]SFI/4I[AU+K3YISE:H\CP5,A$00<2HA M003!E.M7J1 H)<0II/W\-%.C]S#NM0N0VC'L_4 -S)3.&#F3W'4(@I+5A:E& M)9WKZAZ3QXVKAPB9V([366!RJG$>!+;1RIS[P>=:\OPF)C>JGE^^ M?\S"YS>U.*I]?OMZW].3=?F-FJ%_6YE!Z:*MQ5BP+"N$Y) C8QP3G&K2I,3\ M(35GLJ3(I-M)ROF)ID::>SE-J%Y$DA&"V2#,V7\M%$J-C1A?WD5B\$:5Z( MO@@#1BVLJGK_1(4HFVS"S0KH*\0,L&VY$-I2;JH RDX'-V9Q6!@[K@D,]CCL ML^M H\%MQ0:=W#-02]YTQWMW$V5G4G('+"A-.4P_*G&YPW),91XC>#H136KA MQWU&89<,*/((,XI-[SN:0H1%!K%D$8PCG@LNBHA(IPX#%^:9FM43*M/R JJ9 MY(S'K(!9P9G^/J0$L8KG^/FQ6I@;\:*CN9ON71=72E7D_5D-[ M)FN8>B(.D:AZ'86P7L(+N2HW\SB5$4.< M0(FIA(CKS29-*85*I$FB4D4PMRI5;C_EU+C7R-D6_FN.*W_:N5 =>RI;P.VZ M^0P!XHC;T#V6=1.K(;:AMQ 9:$-Z<=I7VIK>@N'R)O7FG1[N_\];MBCY%ZKD MYL>7U6+;[V04T8QEE&GE=X: MF1W09[K^;[WI=/!@7\/3PN$?"*6A=Y"UE* 1$^SD]/'X7\/+P>,?"+>1//X7 M\ ODZ;? XJJG_]K]XWGZ+;0X\/3;7._!CU_DLERM?UMM9"6V4H.%VH>3R9CD MA=[O%ES&IAAC!DF,$XB%2D22YB*55A'55V>9&C,V-9W +1XBT8KG+BQ9O'(\1;\A^PX$958-N!/OCC[KC.Z/8\=;NW"7W'3F:G2';O/MN@LJV9?54 M!P^OJDTU3U.!4,%RF"DF(*+ZQ=6VDFG,D2")]^$XZ@$B4/I3;:0%A^*"[L<: MXY?V4J-"^%/$FV -=97.3.\"<*EH\+;-XY12/$W^7WS]2^Y^";_OEIN MGJIYS% LE)0P+P0S?8,PI#0E)I(J+PC)L4*N;3;N$&=J.[ DBLF0I15/EL.. MOL8#>6!NNZ/8XJ=EV+X= 0!]Q:J+)R)-N/SB)?CNJ\-X<=1[L[=65577 ='? MW[_H6E1S)B)$])851B(I((HHA504&$I*.TH, QH ]-;+Y?)X/7&"J\[4I$N03%0M/PF-2%I?M)6N))KO;^IBYC6Y2"KWV4EUYK%WJ_6[[>;[5I^J*JMR4R? M*ZJR)(LQC+$T11HYA[@P">)1JFC&&$V1<.LQY"?(U(BFIP?8*=*TX)F!1A?0 M*5-OC!IU0*>/:]I]/MS%QF:"GF"&52;V,+2"C1-*HH@X2I"&*1<"PRS'/A1*.7IYH:4>Y? MQJIY&?_O[_\75/*%-@G/H&K>S;(6'OQ4=C]QC-BZ@KVEPRT(HD-[VBXP6R-H M0(?:33#">M(N3S>N"^VFVB>^L]MWW!%6;RITK^63R>S^)O>=E3Z;'ZR6#TM1 M7_5Y56W6Q']MJTWS4]-TZ2O]/L^RC,<1(5#D4N\- MI=X;8D$*F+-*@I\:57^N-T\S\%;KL]3O9JM9 MG3HS U1I\;3MP1>TJDI5\H;W]BK/NAYI6FN/>/8A'A++'>X$EG[H_?'KKKI? M=/Z 2Q(^O'\(8]T7_]M/ZZ M^FLYIWFJS=V80A9)"5&4I\8/J: H<"J)PCFG5DB$1.T3D03 -3JA="UD1H@<$9#JLD_]OCZMN_Z;MK^OH3F;_"YJ\U M9UT;=Q2ZL5"L8PJ;2_VLTE]IN:P,TY M9H1^I6S1ZR"5$I9B6B>JJ\R0DH28%SE4A.8HRHA@V*IH7"!YID99G3KFM>HI M!,[M/ ^;KO]1*P9L>E$-LK!VO#?B<@W,BJ.LE'NSPS#XANV*>*=,X[9/# /@ M29_%0,/ZGO>?S&&2/WJLS$AP4PY \%>M'Z@5K*L9:!5!HZ-#!FJHI;[.B*^U M@ .SYO^0M7-(-GZ%-1PI-WF(M02?MIMJHW]6]R%N)VA#0('L!C7WO&@UGFBE M-R-UDAK@NPDV3W0#GFD=W=9.5>D)GNL)_A8H>3KPLE[-M0XUUWBIV8'1.+LR+:[F7,F<9'$.&+$:8MA,>?4OM7]*EH]J<%.;/!'([BCZ\8&?KLM1V!0!_Y^>F+H MGFUECTK8E"J+>9&D>I,AL3FG3#F!+,T+J H%2VN7,]+;83XZW2X+Z7?\$%DK'5"/#UYQD!P'O+. DP-?[43U+B7%')+U\2 0 Y, M&JWH9QK$;E: 2?"9EF*@*C%>D(6N"^,FQ-B58+P@.E/[Q6\3G!E]PO9((Z!3^] #W"Q\!/Y8 MC&6&W N"4]M47S!&ZY1Z J H%SRQ5;("JB6@YLKFF.SLNI&$/HO;61?NX^8@:7,V6/UG*Q';57/7N+9 MZZ:LS&EFN=Q*T1;$62VKAZ70OWA9573QZWJU?:D>6%6?<,TY(X@E,H6T0'I_ MF[(4$H$$I)*G/*8,$\:<&M^XS3\U^ZTO/MC+7Y\:=QJ 1@7P1Z>$X_F3ZQ+9 M&7P# C\P.P?&W+VICA]R83OL.,HP;KL=/X!.>N]X#N,9Q$M?R@U=E/^4HCO. M-_58^Z4%YU&GG!H1=1(#V8H,?A*-I([%K"S0MN.>L!@.3#T[^-[MX.NG6;V]!:4S M]=BC$Y1Y+*8=E7CL83CF'8<[W6BG6F_F'\M-^5ASUQM:R:]Z@#:P+2MRQE.% M82IP!A%1$:08F5IZG"91D>><6M72NS;)U*AE+R:+&P N$8/^OX>->A_'=/"U0E&(0(;%;M7W^I:/QM#L\=Z2Q?O5^NO]+NL M:N?;UR>Z;)Q*]<^ZAMUY&LN(%Q*JJ(@@$K&$."4*TAQSC+.,D]SIS,Y^ZJD1 M0RMY7=*VEK-U6FZT])U;M/[Y[5;@]RZ*G4DR#-0#TTM E)VM%'? @EHK#M./ M:K6XPW)LO7B,X'%V]PL5I@C'Y_7J6VEJL\VY3#,I4@4+0K7YDM$$8D(Y5)RG M)(\04DGB<'IW//[TSN\>?C?%OLK&(\J?Z/I16_/F')R*IM?62R>[PZG6":P6 MAWOW0#4PP?P2% N',[Y[,!DKT>YYM6W*#NDW%/#FE00O1'.!_OOJK_K(T)"\6&W9 M1FT7@')N9J_JGYKK7K;KEU55%P%92['E)E-O+;DLOYGZ#7JVY@#1_'A9MRW= M_[*._M ?#-HH5)\XTA>]XM_+9VHNU>.7:W/,J&\R[IRZ:L@WDT,!?JIE;&Z4 M7=.A)IB$KQ:+^M\_ASJ=O/107#V?/+EIO!/*2_(>G%%>O,BS+))^[&539*FN M_?RT6NB;JW=_;DW=O>[@B^51P7/%H1 \APAC#"EC!#*%9(%93 KJ5OS(9M:I MV:@[HD:Q7>0P2O44OJD]Z+?9%.GNYKG*8ZPI +J-U:_O#*3$(M,_Y-@@2.N M*$Z09VG=D\FLGMCQR^G^9(3]N>GM9]9*&]L[D=W+NIY";&NTGLXT>FW6B\J>J\=Z^6(/#U(_TMPYB_FCG 04)%'8_B4O?H!$$+ M9]$]N S\?A]EEUSMI6X!AH.WZ!Y01O(6N8#CYA6YI/Q5K\C)3>-Y12[)>^ 5 MN7B1!U'M2Y[^0JN2UV&1B^UF'Q]0ESB="Y:05*@$4IQJ.R;#I@,5RJ!$#$>Q M3!.5VQ?YLYMS:AN3?BGA6F[P4$<*UY+OXU^:NL$N11HLE\""_\(#.[0_Y)4Q M=:#1\-B.1*Z!,';C73>TKK*QY5#C<;2;;@?,[7BK!Y^_I1OZ1IK4GC>K9;5: ME*)^O+J"+C@6<8(01 7C$$49AR1F!*9YA)*$1CS#TIK&KTXU-?8VPH)&6G @ MKD]9G>L@6Q!U,.@&YN<147.@XF#HC<3 =Z#HQKI6P%PEV^LCC,>Q5IH<4*O= M'7Z^O7?5IC[M_:1V!?)V?S'I18N5*9;7/LA,LVB*J8 9Q8FITI]#RK(49JH@ M.57X_R?OS9HCQ[%TP;_"I^DL,R&;"T@"=YX46W781*;B1D1.VU@^N&&56.UR MJDAW9:A^_0!""$@"E MFAY0IH<@CG"44)C$J57Z^W5@3YIN];3%60:-JOJ'5EE?Z)K- UXP&YGTW>!R M2*JZ (7G7*ISTB9.H;I@]''FU*4;'&MG""DJ]: ?Y.=M78MUK7[H?]?55_LF M:E$]"YVUWD5 UU\4-2Z_B_5Z*=IS4,I"A!&) 46Y6MM+G@*:4 1HF/ 0QS 7 MJ5&^=$QO75,1HK?O)F@L#/9,M"S#X6>T MS3AN^C$<>T-BPN&SK^CA%6V_A3[\J#9M_0^O)V+!$V[ZQU0=K;] MLVS$9(C&<(>E2P^9L'62H3V'/9%,;W)SJK]6)1."UY^4JDVH]EW3!)GZI&I MD>=F)FY^Q+)?CZQ5-^CUO0F4QE?4=3L&F^DB5JF( .0Q!E!("G!,U5\E#F6H MG&1&+-L]^(-[FFSMB0$WXW9_((Y,[%>@=UWEO+.@C%.TV]'-SGY\5>Y(&$H8QQS$(H<*AY,0MUA MAP&.9*9KML,T,8KZMY0[-VX 6+;,.?U[BW1]\]_(;^4=9O5^2NK[] M6=0+2'D2Z5 9Y9\) .-< )0S!O(<88*D2$-J=G,W](NY":+6:^B]\UZ%ED: MX9"&$C"F=[RB# .L&Z%'LKEA4U3I: WMIC6YW*RS"9L>'T MX(],E*=*6MT$6Z."SJI@WRSM$AX:%O26^2R!Y1-ISS6RO*@V<1$MGW >5]GR M^G3[,ERWRK_EVL?]M"3WBRRD.181!(*@4&=.4H"9C('>(R0TY#*)C78#CYX\ M-X=RJUR@M3.ON74(US#U707"R.QE:+]5@:V3MCJ7UCI\VF1%M4X:L5].Z_0% MUT=N?*[KC5Z WLDOY>I>[X7I<]&+7" M8*VWL+7*XX1V#,,S6FS'&;%O%MPQ#,-0=,>%.Z\L%-RZ'_K4L5SI/:]FJR/. M"2-1S$#&=,8KD[M3DFGG:5A@!$5$&'$ M &6Z5D4L), 9S@%,)*4*XBQ+$KN(#F\03Q/0,07(IDM43\"-S.+6B+E741Y" M8ISJR2Z6SIYAC[MN\&H!,V^MR-;VI1 M^*FL_B(57U":DIS!$"A"$;KZ301(2B3@,:5J*9?&,+;*NG7086YL_OWC^Z O M2G031#$(\4W0VZ7;J6\M"W:F-1E5V_2J/[5Y06>?)4.YC*(9;XT\-F/OHTTV M+-8T> 6P7LG118])*?,*H%X3Z36/L,+Y)0AER7#2,Q5TY9E ,4 MIAP@B@1))!?$K!BDB;"Y$>9>Z94];9V;80SB;'BDZ@F]L<]0G8&S/S U0,3O M">F0P&F/1 U,/SH#-;G'L3WD:EUP7>&P>!;?!=M4Q;H0]<>?>C=?<+U\;P-Z M&TJ[DWT5Q*^B^OY *O'NY?0#VE5XQL.("0IXDF 990 0F(,)$2$)U&"XRBU MZBNW@W;5@K]JL/C'YK8>/H2G'N6RX)US-?% MC$QG\A*,?=#A-F;V;3#'1]-OW\P1]9VVT>;XP!]UYIQ I'./XK[#^>]BW;=Z MT!I]$'5QO]+_<%?][PU9%O)%Z:3S8C\I[_J_!+\7=1>=G[$81B(C(*.Z*1QA M$< ,IH"B#.-0("A99-F]^&JE9C>M[&S265/!?D^3=D;1&_S:8V3)/V QR,T[U#^3(K+E%[B^E<="K?-,">1,0 MJ?.(;P]:%+?U @/];=P$.Z,\YA=;@>@WS]A,]+3YQE9P'.4=V]WM6/VQJ,G] M?:4+W3:.\3?Q+%8;T?8GB7*(H$@@$#&7 '(6 A(E#"2Z*&]$61H1JUKB0\+F M1E&'NNH=B$Y;NW8P1CB;,90O]$;F)7?@["L>&B#BMX[AD,!IJQ,:F'Y4<]#D M'L>(I6UGF>_B7I\5?1-/.E9:QT.KF>>QD?CNI?O'O2)N7-"NJE,SV!H1[%G1[#[W5[3,9E3IT#[PYSI,_88$.>HR M;;#0=8 =A1%=^;CKJG)_$NH>LOR\8LK]^T%^=K5AWXF54!2P(!CB*(Y3$$68 M LBB2/%GD@,>21@+$DN2YBY5MX?%SHTNM]67.[6#5N^F,G.GN5N5[ OH&_IM MWC$=VX.[#&?P2Z?VW_S7KS;#:93ZU!=$OTG]:3,XSM67-KS[RC"=-F7Y=L7[ M*@V%WE5K6@/QN]4W?9Q2*<)4%ZB%:]7_53(CO6HW-\K;Q;/<]'4 M&>X9V'?FXGKEC);(YNK M]LULFG+6P9_:TJ QU36&R,M+8!ET-/703A:E-.&HN@(VB=RM'W33Q,>G2CRHJ:EX%NUD]:FL1'&_>M]L<[*7'Q59U80U MP:_6G/;5742K;3V8V MGB//,HVUP8&YO8O?GKK?!)WAP7;4]TQO)IL]XP_.ZSL$@A:"H,6@J6*K=U04 M#OZFH0D'S>OD-(7>DTY9$P[$ZXEL2M%NT]L7H:98L=W0/5O+[E:?U^J"=I^4 M$8M4Q%A$$008BQA B2C .0Q!'L:8,4GSG%NMA9RTF-L4]$.-M6C.M>WF&;<^AU M#WM;I_^=D.H.M4[19?(*63#27ZM\/QP+'K%0 "X%!I!G!% <9X!#Q#@+0TA# M]!9>_Y#2<^/<0P>P<_AN]]W^UII!U^[M7H%IW7]? _OOZ__?J)FB>1U>@]#> M-$?WWV309NG_#RK^;[D ,!F*L58 1K+=)KOCK.G7W3_?/ZCO4RE^^UAN5NM% M'D8B90D&+(XB #/* 9%I!/(XB27"B6#4:N*R56!ND]")<@,WP7$OWIN@-4-7 M*&@-L9N1K,?);'89$_V19PICX-4W5VF_,?CE@VA_4E/!A3&P9GQ7(+VRM[42 MDS*Q*T2O6=7Y.=>&#WX331;'5U*M]SF[;@*L=N%H*)148DD!H;H&&I0"()9% M0&905Z(.,Y0)M[A!,P7FQI#[86N=!4%CPK[C5MO$J?D9)]NP0?_H3Q@OZ ?X M*P($[= ;*3+04(DW"@FT@^A\+*#E<^QHL:[6NL@DW[#U7?5=5,\%$TT5@9Q0 M22(I :4P!5 0 ;! &%">1BB6!"74B/;."9@;K74Z-HO'3DVKR@YG@1SF)1_P MC,P[#L@8$\LE\X>(0]V[1QKJ;Z\)X^S#)R&$2Z;U'_S%ZUR+2W=>5%-C7I&' M>KBN4LB;8(R^&,$"TSC)$*(@%*GV;G3>59J$:OV'4DH@XI@E=@6F3<3.[^/O M%QJ-VC=Z7E5H!ZWJ73&G;368X!>UZN/EC7_4 M1^<4&\!]%J2V UBM]59X]516 M^OM_]_)-,X-0ZN[6YTG,$(8$ 2%2W6J:A@ A04'"9)HEHD+4B#VNDG$G%7-)D9&-M_#X) MV=_LT/5^OU%&6[BI[WL?$A*E(0(1XVK9(S.DD\%SP!+$2!ABCH4T[GM_3LK< MR.=K5:Q8\42639>7X!U9ZMUVBW[N9^$A"V-]._9T>QBQ].OA[):Z^7(1'$EBM;$ M80J-5QJY*'124C&%X#7%&-_GL+YZ3YZ*-5D6_Q)<D>4?M;A=\>Y4 MZWLIUW\I%^95O :5)*0Y"0&%/%1$Q+GZB40 DSS/"*8LDT9UIJ]59&X$M6=* M,_O6-T%O3:#,:8YA^R/9WB*+IPUSY]NE>L!A8.%L(_G.S&HG08ZK7ZF6L"B86(4V24$:Q&C68 (BH #2F,9",L!C& M,!&Q44^YJS69VW2ULT6YC@(H:P)MCJZ!UAO4^)4[D_3GV1@5-%8%C5D6C'G5 M.!I,7E.-SLA3V+_9P%A,:%,-T$33VM@#93>]^0!W<)*[2L!T4YT/' XF/"\/ M=)CVFJ!22FK!6?FH*\PVK[.:9W62H)9&7^KM)4]M31&BYU_QSTVQ?BE6];IJ M/H-2IW.O'\BJ?&HV15?EZEG4:\&+U;I2EQ7L6<>Q+G@B!8IS"6*@:-HCJKK=RLZ[5Z<\\*.?*BN[0&-8L&]\L&>]#M1K[ _:ZSH$VK$/6@R" M'0A!@T*@8>C>$ET5LD?B];LUYU?'PD^8\RLTD6_QYJ]2 -25)\FK??!)W1K! MJW(=M,_\M6\_70>USIQHO*'-JECW\G_UY/N\U0LSZ"]-KM1T/M9;X7W@E[V9 M$HX1:3IC2(O[LBW,+N*<92DF@#%. 8P9!BC323X(LIS#G,;"JM_]L8BY>45; M#:\HCG\"2,.(M*O@&=MWL$/&/B+MK/%^(]*.Q4P;D7;6S*.(M/-7^BI)I8O M?Q.UJ!2== %2><8(2C@$-$("P(PD@(:1 #BG>9RE*1&A57,A$Z&S(X&/[X.^ MZL--$,4@Q#?!B;)(;:.&WA;'D#6C43'C#]]8C\TH(\'LH<;4>=Q&KBMU0O ; MUY(Z#\7E^E$#]U[9?*A+F?G^(,3Z[U6Y>2I6]Y^*E?I=099;YGQ/6H=I-Q%+ M#%&8)!3D8:0\FA#JH%L!04SS!$4QERBTBK&_5J&Y4=]^,YK.I*"Q*>B-N@FV M9@4[GZ WS$=/(=>Q-2/)*4=L9 *=9K#<6P5=B? XW8%[:F>MN=%6A,TM_(RO2KH2[I+Q(B#Q'<0((I#& #'&@O$X"4*I^RP3$ M0IHG@UZ6-S?R_;CBX(]:EVGN5 ]VNMM$L%X&VF";W"]\(S/A"<""G;HNB:,& M(-I$^WH%,4.7NV3EX^K K 'LEJ)I:_876.DAD-T+S]F MPDA<8YL. V[-;W,]O7THE^KR^F.SX7A+ZW5%V'H1Y7F(4H(!I)0 &.$,()I" M$"$12I[EC//8[ISUI)RYT>^>IO]1!ZVNP9^]MC;D,8"MZ0'EU8A-<90X-EBV M1W)7@S;EX9D#> Z'3H.07#X>.GW[Q 0H@),I=Y6$*,#97!^[#8#S M&)NM[+T@-S)M'B#5:WD3M'H&?W;_':5D]$5XO*ZWSTN;="%]T>C7*^3+-[@1 MR+M-K1;1=:V<:JK6V7I^>5^N=.\MO [8U2?^XLZF/3+'C*\]#:D9R;S=0(S-C;UBP9YFN>K(=L0/C@GWK;H+& M/AW[TUMXT^^+:BO]<>@XZ'LE7L\J3LK6X\#[FN)'DN*2.!2'4?:^$KQ8?R*L MZ;WX33R7RV=1=7M,:L&=AI@)M1377:%8E&N>IR#).9,X93#*C:J"FXF;&V]K M?8-6X:#7.*@ZE6WR1R[B;+ L]XK>R&0Z")S+=NAE!&W2;'PB.=&2W>U5M,R0 M,<5E. WFXE,FS'4QM>@PH<7X+C=?7)?R^U#4;%G6FTIL=YND# 7*,0,P%HDN MR,4 2H0$-$^A2$7.2&;5?_NTF+EQ;%.!=*>F]1[>!5#-O-KKH1J94!U0LG8N MAT'PZB2>$36ILS=L[FNG[<+5CD2P?>"=;+8.W^E0[/=[T=K['N"[E]TU78OL M6QVNO:O_ P76;EFLO+6< (B2&) XE0#)G$C*_C]K>MZ7^ MMI]=LF_NP;)/IY?L7]C9'#1&6Y*7YQ?!D/7>;GC'IDO/HSEJ+[V1AL$O87O6 M<5JF'P?@HREB)#&N;;_*)U&M7[ZJ#V-]N^+Z..I)2WGW\D,]L>E(1Y6_&6,< M ISIVA\13@&FB &:4AGSG,$T00OE]=+2O.O71:DV-+$O>SRVZ)6^"1JU;X*M MUFVKN_Z@23&$-L*J&Z#-<)BQMF>(1V;BIB+\E^*Y*6ZTNB\TBS:]?+UU#G3 MQ7,[K\MR)^[E90S$<2,O\UM=U[Z'+9WKXZC]191#)$DD (,0 IC+#&")U%^C M"":ZL5<:QHM54SQ T:7%>OBB:*,/![VXAT-=/7W9XRAGDF8 9!RD(*(&<0X%1Y2CD.)21IDE*+(I[&8N>V M3-XIWO;H;"-L=KJWRZ;:95O??"AR$4N:,33WG#4$PR'P7G5*!"//%_,XE6W.,D:!>.)3K1LL0Y M<'Q+M7W=UP]$+]<"T;8'?2!U4VCE1:TTBKK>Z Z @I%-+9JR+>2^$H*#S9/R M @Y"<6Z">L,> G6W>'Q:EB]""6A;<2O/8?^A5(A54 DF]-KFUU.*[RE75DU9 ME[JM *-T69?;Y]>!NC%X%$)' 1,N=^D6!U\T&M2W:M9T%#$_+W4LT6*_V9=9W>^Z^?AI'$LD$."X3T%F4+.8;'VA- M-+TXH69'I)?0&.3-LS=/1Y.7]#]@Q8L7.Q^!-F5"FR3@SRM=#4U-@WHKO0F) M4_/VW5,W-7\3ST+]8A$2&A&42B!C& %(" ,DB:EB2,[5KSB6=AD/]BK,C3Y[ M"]J\>]W[I#,BV+5DJ/;W^PJVWS9%B")2:H\1Y*"K$F>53,. M0$QBD'$2AEF()$NMRN69")T;%1[HW/2"VJ_>=$5Y&*,1,*,[W[A.L2ER):36 ME&:#D5<2,Q(\*6W90/&:J*SN=0PT$*M:;\VO^)VN$_I5":G$NJB:,(=W8B5D ML:YWL1&[("7!6T0>.JLQOD_=CO_G4 M:=U$)EAVIG8>&,,XA G 'IW9>GU[G-4:<908KVO!\ANQX*K,M&$,5T)V%-MP M[?/LZ)&+8O&AV^JX7:TV9/E-/)75>H$D$BSD:ODJ9:3SJG) HC $(HR8C!#E MG H3+^V<@+EY9+V.0:MDT&II1F5G01RF*!_0C+UJM$/%F' NF7Z"2&K!?KTO MG_]3W=IPR#^A_A&T/S;$I_7*#,[8NC4UR':.OA: M67#%?I3MR#CL3(V(]\1[5">@OPF4.6>VK'SNG/M$=KS=*UN%WFX?RQ&ZP1TM MUV=Z"@E5/_2_T[7G5K7HBS@KY^V6L4I1>]U?\4VQ_0+%H90X3O09 50*L(E M/,- \#1A$PN_#94*.;Z>%5GE,<-9[57ZVVC79UA MO!@,Z_YD-WINI2Y"S%,N:0)2P1( <48 SB%7?\4P)8(D80X7ZU*W.S;ZO-O' M6M'D]N'C?:<_M(SN [7CQ0XF,VZS-WYD?KI@L36M'!KHE1JZ1T_Z>1^:\_H3 M??6O#M%@/T3U^*4DJW!7PC JVI19#3&2"'OTI/\(S\B9Y"QB4.[ Q$%E%@ MUT,U40R8U96Z>+^QK6_2#JZ\*E=E175^O%=W&O!_[OHKRO MR--#P"WW2_ZFL MFI/^+Z5:G]6+!(Z(&=N%+--F6[2 MS%A;07+9J&I=P>0DKF:LX0&MD?EBJV$#5*-C\&48)Y<:)4,H^*Y+%;3Y;/0=99UW3Y=S*1SE$4"PSSA!"@&0 BK'/*U2J$ M""%S&L8Q(=SNZ.B\L+EQPT[7H%?6L8OP(,2FYSU^@!O]),#YP M&1 X\5'*9=./#TD,[G'8E_WZ4"R+IZ=B);ZJ5^B/[Q_*Y9+T%:$V0&-WH''S#==J^)'0>;OD8WN+EB M?ZQXH:LKT,U:\(^D6A6K^_I.*G=/%/>K[QM:%[P@5:'6%9#G,.FY\>Z!YT*NN8_T<-XL!,7/CQH%Y M9&[VA+"UFVGST+\I"Z@/2RO'4*')[@16E]#_$[^L:H$*^]7Q;\.B_[J MK+O?R]6SJ)4J38G?NBDFO]!I;A2X7ZI]WZC#>M[:+!W'W!G6UNZV)$0? VK&E!,/T\@4>K)V^J[>]=&P MW+29Q&,65O<(L%?:]:'7I'SL$WZ^?5C:^\WC9MEL M('^44LEIGW@G;WGYI"5T)QDA9I#G60RB! D HR0&*,,IR"#-XS"G"4F0:8R: MF]+KKQ.9?M/I! ML?I;L,M_W)EP$S3I/G;>H\7@F/F'XT ^,FDYH.W/Q;-'S*L39R%^4C?-'I;7 MCIC#$UP.U:LN.;%I7T":2AV\T!)7O%ZD4LB,DQA DG!=,0,!@F .).AJ0RSU=?F<'@08I,S=5_ C7VH/A5F-B?JOK";ZDC= M%4/+XW036(;/TP>?,.&!NHDEAR?J1G>X>8M?%"&W2^3OZDW9U$TKP4P0RK*, M@Q2&!$",.$"""! F+)0XCQ/)C#H7#0F9&W_N= Q:)9T:-9Z$T\R3NQ:DD;G2 M&A]KQVP( *\NV$E!DSI;0Z:^=JL&KW7[Z#^1HM)=T42;>WZ[XE]V!5U^$T17 M,.1WJV^";2I=^E5=\'NI#UC:O[XC==&>HBP$CU..(P%R1I73%<6A[@&K%I1< M,HYQ2#DQ\K>\:S8W>M&&-;T#Q4U7(*+)+-JS+NC-"]0GMC6PN6K?Q*"QL3OY MM&0G?^-N1FEO,IHC\^#^0 Z,TJ7QL69'[UAZI51_VDW*P]Y!?4W>_@4X,OZF M6A5K)4P)^%3\U#_UI0Q#A$B*F0!QCK%:-V,!2*(6SSP34L*0)2FWC,ME[AYBL6V^[==F'5!D@;DJ87_,9FP0/,>C5'*/1X&0V_/'9>W+3$ M=-'L(Z:Y?(=K_AM=?U[I1@#ZJVBG?\)#BN*$ (3"4*>]28!YR$'&U/]+>"B@ MM"M,>RQC;F2Q'T/8M*5?Z_(P6O%@I[FC7W8*8C.RN!*XD5G"$V8.^6]G4?&< M]G8L9^)LM[.&'B>YG;_4C1B:%-O6K_FMJ)E8JK$7Y:9^KWP77:B3Y$3&0G<0 M2F"N'(N< Y+'#"3J'_)8"L;3Q(8D+LB;&V&T.>!]M(1Q9/JX"D%KTC#$Q2N!7)(Y*9D8 O":6$QO<\R0V-!:N>2ZOL>S^N/+MEE6 M+EF,\C0&F>0$P 0A0&"H5C$L8IQ'C(8RLTI[."-H;K2RTS-H%+VB*=E9;,V( MQ =B8SL@3F#9IPI<0,)O_/\Y8=,&]5\P^2A2_]+U;O30)V=]%5630J(W3-@M MK9LL?L41:9KS#(&8D S *,P C=,($)I+CF,.D=WN]*"TN1'%-@]1:=LVE;]I M]HY9\&>OLB5?#(-M1AK>(!R9.:Y"SYI C%#QRB+#$B>E$B/C7_.)V4UNI/*> M/!5KLFQ3B=J"($WS0WV6RQ6?P!@3( A4;D><";6HP3$@)%;+'0HA9%:4,B!K M;H2RI^JN>$V;AN=P4CX$LAF5>()N9")Q1LV:1 SP\$HA0_(F)1 #PU_3A\DM M;N3Q@_Q\WY3)>T^JZD66E<402AC.K M6J5G)N2[WRHWYC:Q(F^G^753/!=L>&8HP3V/!*,@)"P', MX@R@5*U@$LHICD,:LM"HC(V-T-G11[E43[ZW",8U17>8,L;";&3VZ#0.>I6# M_X,\/OV?P4[SH%?=I7"8*;06$<\C0#Q1[+,YU)ZBH"VA&HR'-GW6=)'1EM8= MQ$C;WNNXW=2D[17/XO.*E8]"30W?R%I\$]JZ8ME66?^]7''!-^HRNA1]=!,=RQ MF@#JL3>S>A."UH:F=Z"V(C@THRFSLS<>VZZ"7X72Q.=AV[6@^MT+WC3_:@2SOU2^]Z=_24H9QE@E. XU07U-;=KE,J0,;S M3*(4920Q=W@OBIL;'?;U GN-MSM&M<,QGR'B!DZP5QQ'YKJW@-#"V?4*Y41N M+@!Z7A"_JC^# Y%JPBYJ!:QN>;!^*.I +!N?Z]< $\>KS%>@[[NY:=,Y^4: M6W3@WYK?Y>;9_K=Z^H,ND?8L*N4Y_[[1WO*=;,Y6ZKO-NEZ3%>\BTME"(D11 M(C'((RD!U!7+L$ Z#"-BZFTB,+*+_[22/C?2[I4'I-4^4-/IH_HXZD;[H-RI M'_Q2]+^V;+UD-SPHES 3(06)1&JU044,<"@Y$#"B.(P3)@A?J"?1\LT':%^+ M_S\-D=G:8S381YZ$>[V#3O&@U;RIW]9"OJ=\=[#N;W'AA)K7%86=!I,N(YS M>;UV<'N(GQ"?#\52EV5>2)I&698S0%(5S",&L_3RWK32)Y7!E^*X7E]N4=/MGOT$4'=\G]LZK5>LVSCV!C, M4Q'G%'!.$8 R4PQ#*04HBC"),Y&GL57GB"OUF1O_?%ZQJEGDD65P-,UWD_OM MNBV>WQ3G7I?ME[4K4>@<@'CMT%[A=(TS8".SW$1CY<=!LT=X?)?-0J>W=^+L M 31RZQP>ZYCJT7:0[FJU4LC4_R "(2-J#9O)') DA@"&)*$8,8Y3HV*Y)Y\^ M-U+ME'-LGW@(G!G).<,Q,F5U>M4C=$4\:;+?U(P#"=/F8YPR[B@)X^1%;E_K M]M1(U%])P7\7ZT5&LY E@@")9*0^5$P!)I"#3'VJH10PBR2T^62/1!)Z6CWX9[ T.SKO0Z9\;V.[HQ9@:+5NPF4@OZ^X_/&>_V83XB9](L^ M;^;KSWK@RFO;4GT3.F.5H,)8YC%).4@SI@]L4P&0 MU!LRZCU)89K&$;):+EG(GAL;[)<[.%"^*9+2J=_$_CO6B; 9%T,W8!RTQW82 M/ )]15\H8\A&ZO]T6?X;]7DR!N9\/R?S1[BZ+VH9EORO8KE<()[F6:I6'HQQ"6 >QH F H$XPH)E* TS*>P MV(DRA^+8K;*XUS'3M'Q\JL2#6-7;.#PEY4XJ7VZ1$XP2D44@I7FJ5E.4 YQ* M"02*2 IA0DA(;9IS#,BRXIP)NG$A9] M\3C(191D,064(4T+- (H3S*UX(D$CV,8AMBJGM: K+E1P^$60J>K8XV^(8C- M&,(3<".SA"-F#@U9+Z+AN7D3MTV]:/AQ)]3+MS@D[>S5ROA>RO5?.E)' MT=*R;,ID-SLRG\JJ_Z?OY9+_*-]OZK5R9:KZEK&VZ:'@MX]EM2[^U29)9)3+ M#&4)B#'+U.I&,*"6.^H/$D8H2AD+<[I8B7M]XP_#=)\Q%#7ZY'#[R1VI.][G MQ_:JRM2=00'?&1NPLD_,V/YSK0S6[C[K3;X)R,[H@.Q9;9$=,\K;,J(DJ[<:<+MTK#$'8S"#:Q3!TR5]C8G;09[8J(*NJ!-^ M8I]#[TSU>QUM)^0F7I'42N/VO]O 31PF+$.4 0C J#@"*"$)(!*+&DJDYS$ M5CU*KE=I;FN8ME:VWXU3#P-GMN29=CA&GKG-1J+;C!TEO-8?G/Z+G5^GUO3U MT+W >+)DNI\G7UGAM.'W._EYI3AJ19;-_/"U7!;L98$0PRAB&,@4I@!*1;>* MABE(\IQG@L08YU;E"@UDSHU4#U76GVRO=!MS6O]I3U')1LB(OG]E/#,B=N164$P'%;*K/;W.CD MW:8N5J)6"]M_;HJZT*S5_%@)T67+9 D+0Y(D *:I\G(R+@"-\A"$:9I)$B.< M2&)#*!H6#/8UO@EYGQXRDR[B;L8U7-$?FFVN!M*8<8W"\DLYEJ9/2 MCC$(KXG'_,9KYC$67D3'.*L\'KB-E:S@H M]$;I&^[0G<_GN.*9;OQ[RUBY6:EE*7G1C^UC<&+"=0LPM6+$7/$IS!. ><85 MO4:AC'**,V2UJW5:S-PXL]&K5M./#,U":,=WU (W,85ML.@U'"&(:QL K MWYP1-2F3#)O[FB,N7.WV];%:*1O_56 MK1'BF4_9Z_6[/A PZ==\RK37W_#):UQW@)\JP5J'0/V\%,W*;'48/I1R1'C( M$,"YKCI+U!\8(@PR@6B"(Q0FF55BIHG0N7WI^SHW><_V\5U6F)ON#_M%=XM-A \\9:Q.13'^\86]SH$/3=']%_4:_!N4RQU MQJ>>09L8*O6[/GQJ$<<9THS-8+OG8Q MLU90#0;!FCUINJA6*\L.PE3M[G3@[Z]5R83@>E79U)/KZH?\*#\4SZ)>%^N- M>JL^K[IT_O>D?M"QL(LDBW.:L1BHI6&J"#T.@7(T,Q F*8LR@E NC+:'KM!A M;@S?6Q'HP0_XGNH6_.,X' 8$/S[(8Z])>WQ_Z4WXV[:$45./=6?&3; U)-"6 M!-J4\4?!8EH8?S0FFB=&&Q6[N>,Z/ [7&?[P71SY:.<3R#Z;(IS M ;_=GAK6@Y.+'&0Y20",XA00&A(08D1S$F8)(5:%,XTESVVNN;U[_\5QD](< M;>-S"_\8CGV45HCY/N@PU#ZU&7-C MHCUU@ZV^0:.P(T%= CR$:1YF80PR)M72 R8IP)S' &5$Y"G+2$ZD7=,NCY!/ MTZ9K'_2G+>CUB*";S04>@1QY!KCJM74H]&6$B^=B7\,R)R[X903 <=$OL]M& MK=Z\C5AC,DX9%1G(9)8!F$H$2"@0P&F9J6/04!]FUR_UM]OGV5@Z:8JTYX(C!*)4XS@&&$E(>+E,,5 MA:$BOXSP,)(H2Q.[ JOGA5F1W 055G4&>J]O5YDX^.6/E2#5:ILQ9=DR_5)%*L YW@[=7] MN@B7;]_KO,"I':^+II_PNB[?XUS'^;%<-2[<49^LA908(99%@*>);BA(," H MS$ 22\E"CM0BSRA(P$38W)RIKLE<*;<=EYNE2%'7&UV@2$WQ7GHO#^)ORCU^ M4!V=>QH8&SUONAY^-_O=E+V6<;Z(B.\ZSN<%3EW(^:+I)RHY7[['X22[CX_^ M)I@HGK4'_)TL1;V()$0IB6( D93*?T!I[!. $0&R. ;V -1$Y[Q;P*H=8%(Y":5>]:OI M:/T@=!/MHO1UHGL!FL$CVW/W3GT'[@T/72]=>44WN3@V)>C%6]^U*Y>// M)[&J=>'\19(*E#.IPW9@#B A%" <$Q"%:91DF();6/= ME%/5K.8"T>KKTL#G NAF'I8'#*>,P=QJNJW>UBE[H92>6[FVB[CX+\5V7N3T M9=8NFG^RA-KEN]PXYD=%5K74!3%7_+NHG@NF9-S)3\5*+>@+LOR\TEM7323) M#R6A/OU/7:4+(3%,N"0@22@!$$,($(0)@% *S"$,);-JD.A3N;GY=UM-@SU5 M'6N0>!U$,X9[JZ$9F0\=1\6:",> SRMM>E5P4I(= ]K7E#R*#-?]N'I])W63 MMITRHFZ"65G.PUCH=@,4-^'.BIMX M"^Z2V<<;Z>%(C:5M;GW.9T##F("<, \A1K%@G MSQ4)0HM6=[&MO-J>8(2=IBD"NJ Q M(6) 1,1!G' 9IDRMR(15I4L#F7.CK_,)MLVG5I.VOB+I^L>OVN8AC-0/EF6< M#(;#C,,\@SPR>QWBNZ>OAG&GL<=B4.;P^*T192!WVM)1YD <592RN-6.G;@H M%A]7ZG$O[X4."%M^7G'Q\_\2+XLDI%F29HGB(O4'Y(ERJ'1]*0ICPF*"XAP9 M152QLV^"?4/X+VQX8"SC]UD@_^HE']YWWY0L=<:_5,7BPWNL+L=Z%68HT? M\['9WQ1Q%%$H) 8,"AT M^>TX 6IU%8-<2$%Q)C&25L&:OA2;&W7LVQ7L# MZR]K)=L^VID1T9UWP56]U M:/N"/[6%06.B;<*WKR$W\WG>8B!')KE)Q] ^O=PSX'ZSSWTI-VURNF=(CW+7 M?3_?;3+XHCOEZ=. A60DI$3HTST<*3;7]?EDKG@]3W ><41CF-FD^&R?;$7' M$^3SM$F+NY"E1E&7)G4[[,QHT0F1D7FMT>FFL=X?'1T9ZI5/=D^?E!".C'K] M11]?X/9)M@%:W]67+_0I_SNRU*E1WQ^$6.NBG9PW#5C(\D-1LV59Z\V/=R_J M+T]E399_K\K-TZX\C[ZF5$RSV@C>O?'EJM[-YQEC!.&8 22D6L;AG.N//@3XENH MX) XUF1;Z*RTHJ[U0[N2-S!-0T@E FF>Z1,7-3.B1$" ,\[35 I,L-&Q\8", MN4UCC9;!GIH6V5!G4!R> CQA,S)5'\%B661I"!^+9+'K<9HH5\S\-;)+"1L& M8# C[,RMTR6$#>M^D ]VX5*WA<4?JTJP\GY5_$OP'^3G.[$2LEC7'P2K]-*E M_B;JS5(OB?7NP]>J**NO33:?NO9KV;9]K!>$D4Q&* 59*D( $YH"3',*6(0$ MRB(NX\0J?L^'4G/CT'V;FM9^O56Z;49K5["UJ]TY;"P+6M.:6[;&V;GV7L:8 MY9E:^>EZWKJR*A2I^BEA&8C4=)C++$LERQP2 R<;ZNG3![\)OF&MCUWM*A\_ M-8/Z(DA5!T]O.)YF:["IO\219^QI/D+KQ9)/E+VN@KPH-NGRQB>4K]U(JH5/T>BT:\9Y?(-CB=XZA'OFVV1>[%BA=C;>Z6(81+%NLY-S $,&0$T@Q)$,"-) M$I&4<:NH]_.BYD846M/@0-4KMLL'$#8\^/."V]@G@8Z0V9\.7D3#[W'A>7'3 MGA]>-/OH0/'R'58MR]4]4.(>@^5.:8=\O-/H\IB&+!$A$#E1"^LHU^4-20P03V3,H4*:"YL8 M"T_H3A!T,06Z9F3L![.1R;AKO3=):N/$28US26>T3V3TF<)85VM=9)7K(CQ\ MK[:#+*O'+N2K;4:CH\#(ZN5NM7S9G9$9YM'Y$3*CSV)K3+!?9V5KSMX)N=<4 M.[\X#GU22M+>YZ3^]OI3\J3*))^;7]CZ3]+S4UT[KTOEB_%N6^BK>DF['^_H MLKAO#_)XG"<\TN=WK8MV"^#;^8+>(9T9/:[&DV'!NS&^'CNOWY9[L3MUXV!..Z^;GZK8P4G M\E0H#UYO5;N#H.O].G7;WDL29Y$D60X2B;@NMA(!G! "&->>3Y1%.+6BF\LB MYT8XO<8Z">S+=L]#:[]?%M*U ]99X,U(QR^<(]..&9(3M;NZA-=(':[.BGVC MIE:78#C?Q^KBG:ZKL?W'[DYG8$IS+% *A(1$$1''@.1" !9GH?H?Y!01NQ78 M23ES8Y]77\<5)U_G@#5=75T-U^@K*@>D'%91@SAX7CF=EC7Q:FG0X.,5TO#E M]C5+?E1$)PQ\?WFDY7(A:=/GA8-,$ 9@"$. 0YF#F&>88YHPG!C533IZ\MP^ M_$ZYH-7.O#+)(5S#'_=5((S\.1O:;U5_Y*2MSG5'#I\V6;V1DT;LUQDY?8%C M?9&^F]^GLOI0;NA:;I9]?Y.OE7@L-H^ZZ&QSI++K=Z*CCG,B=$DAA",*8!RF M@!!.0 99+%(29BA-%VU_F>]K4JW-YFQ';6S>ZM"WWX+_F^RW.Q*3__O MC5KIR1?]TF^[\[P3]\5*%POHLPDM:X4X#E\J(Q$SE %)8::&+U4LJQ>!-(-1 MSGF&DIAVP_=QQ6+U&;SQT']O>?I..FYDO-\%(C#PY'#89[6W88G\3]&8T MH],>P.]9XK%8RW50^JW-XJC+M*58K@/LJ/+*E8]S/C%L>M?_(#_WX@@:(0L8 M$8K#) 19&H7*0:4,$)9EN@M.CL(LPR&S*NPY(&MN+FNCE/7QWUDDC8_]?. S M_G%?HV63B7(0"C0,FLLIWR4X?)_NG94W]:G>)<-/G.9=O,6Y[$N36M*GF'Q> M'?;M:CN/+Q!.):9Y"B(4*3>+YDPM9@D".6.$JY4NXU'JD)MG)MWHZWBKYGU= M0%8S?>\"#=M2P-;U44R&PHQL/"([6562-CONEU[EO^GNGJ\[_=T. ^M21<0" M)]\%0$Q$3UV[PP*.$V4W;.YVJ)C1=XAOG_3'2I!J)7A;[D-]@<<-39L3FMU9 M51CE*4RB",11I)N/8@BH@!&@<<9EAA.>).8MF:]49FY.46].]XW=!+U%?7O- MIC#0-@<2_H?(HNR(A,.U43U1XZ1;Y;]WK\L MN^HEGG >+'-RK8SIZJ%X0N.@<(JO9SKF8A8K<2??J_5!L?Y$F%X=O+QOW=)W M9565?ZFI]SU1KZSZ_2+,<2ZQQ" G4@*8) 3@*$^4^3)S"?4]KF?#ICYS0:U M46#:_% ':(XR1EV>X8_J&BY=,,)2F#(&I,RT9Y_%@&+EWDJY&GA;F]4FYI]6\^ MDOY3]]_.I.G+ [SY\)TL0?#V6CD<%=SJ=^K0K?@FGLOELZBZ"LA2ZI1H&H%8 M1CI+D3. DB@&:<+3B&*ILQ2-#P,NBIO;%*KU/?*!JTYEBPWCRS@;[-I[16_D MB6(0.)<"W9<1M-A4]XKD1-OF;J^BW2:X,2Z#V]R7GS+=1K:Q10=;U>9W.7#N MYY5BKA59_E'K>H-?JU+7)^[S0&\?RVI=_*M]AW%,(D:(FO$A"P&$" $L0PGR MA-(HQ(3*E!ISK['8N7%PT2D>;.KV$.BIU3VHMRG.9$]]"TXQ'PD#=AX%WY%9 M>@[06M#V*!!/1-^^H+8C=&O$!HG=_&G3$;RUA0=$;W^W ^$?%HM\Z0. ?I0? MR".Y%_7W5;")X; MZ;\J>?K2M-!J8]]^E$&G?] :<-.D;]B$V-B,B 'UCX3SV%O\LX'88@H8">J) M)@&?D-M-! ZX#4X%-L^;;C)PL/)@.G"YWV779;ELMXR:\U_VTKP.G\3394KD:I9%) M>E2 ;'9,K@9J(HK=PO0+W;S\9RV6R[_YVAP9A&!X1^3TK1-N@PSJ?KCW,7RI MVSGSW\N2_U4LEVT%MC2*I22LZ=B( 911"$A*]$^,Y+F((TZLBK\)XU[?0!U^B+7Z+%M[MPG M4E2-LW.BO#5AD>0Z5H-FF*@O%Q* ,O4-,PA#M6QE44:L$F/-Q,[MX][3^G_9 M!I$9P6SVR?L';^RUYW[.K%:Y7>R,527<#2?/D6=&HB<.0[.!XS@FS>KN:VM: M]AS71EJF.2$T5RY$2$+E."0Y!20+.9 P)7&(&8QYYE;(\D#.W/AFO^9BKZA; M$.LY8,T(QP-<(S.,$U)7%* \B<-(52RW-)$Y1-XK$1F(GKSPD#D6L@)S$<2ZC#$;"J@+W22ESXZ"=DH'6 M,3L,P>/)H]\3I#B2=+#TXIW1[PK6[ MD&UB3YM[T_[\@_S\H/Y3KPNFV\>KWQ?WJU?U?DB,;"_5]=E$W:Y?]W?E$TW06]5^R6W=KGN>;H-H^W> MZ.B#,^$>JMVX3-3UYRJ 1]J<==/IC39QKP+P_&;O=8]U;+58-GU*F'8T/J^^ M5N6]^A3J+M(I$9(2IIQ^Y>A' J8*P)6+!S2)*5A3A.)K J?# F;&[ONZZJK MA3YUVEH&DAGA;,:0OM ;F?Y> _?5&#C[IHH&B/AMJ#@D<-IFB@:F'S52-+G' MM6-K_:#_[^,_-\4S68JF(MW^UH6BK\-?[%VY@"0A*!$"X$PF +(T 225RN7# M<9Y*(D*=L6?=*.4JG6P^J.G:I73[;WJQMJ=KXT(<[6LJ#V+;-T5Y(E\;)6V; MPEXSJG$B4I)E'(A<,C66ZB<:I02(%+$HRU D&+'MGS+QF([?1<5N1)4^>BR? M)A]+PQEJJM$9>PH[.2@WQR-R8I3V;O#9/=@#L)Y;"U^CT<1]ASV =]R4V,=# M77WVQ\=RU40H?"757:5F'B6CB213+-\.XE3 MRF+,:"3M7/>+,N?GP6N5@T;GFT!IK4 .6KV[N,FONN.W5CWX13FJO%PN255K M=@UJ_=OS*1#.PV+JZ7L%>W2'WQAGGZZ_,42>5P"7Y4Z\$# &XG@]8'ZK8P++ MAE1DM1;BCBZ+^^8TH_Z-_"P>-X\??SXU$:\+&:>1D#0$0F_P0DAS@--4 !Z% M">4)3'EFMZK159+2G[DW0*1ST&NN2^;RHFS+JXKQ3;9]?8PZ6WZP; [G3 MYN*8 W&4H6-QJW,7.UUW<:]@W"X8_\NV/3A+J:!)RD$<9T27<\/*FY(0*$\J M9B(54F*C'&,KJ;-CJ1,E*@]23[ZX=V4W&00SCO(.[<@LY055EPYYYBCY[I5G M('GJKGGF8)SHGV=QL^-!NG;,]/S?GQ&IQ>6)PIG;]+=XB CC6>VH\HU&<4Y8QHSVUUP^> M&[DUJEE$@N]C-,P^UU@^,J4T6KG4LSIX0\RCW!U1F"B&??@5L LD/V'I8)CX M_O73!8&?T/(@Q/O4OSMV<']\(D75>'R56M4^E359WLDOY>J^X;*6P;Z6RX*] M[&9UA5&>ZX3Q*(L4]^19# @C!# 6R4R$,(+,R@=S46)N/+6S09^-]59HGT#; MT7D$?0?7UA;+!N\N(V7F?XV-_\ALZ0!]\&?WWU%4Y5=Q(0\%U$1X""$TQ2"E+*!)2461B M>9AP0LS<*'#;E[IH-@FL#PA.(6E\(G E/N,? 30*!IV&(V18#V/@>X/_E*BI M=_0'S#VQA3]TM>/VE0Z?H*]K9.Q5.WGWLKND*X9R^Q>IN(X36[]\;D*UFY($ M35W1'P]D=??4'(#>WM]7XIZLA5I+5L6J+E@3LO%_BWHM^((1&F>RMNKWJ M1/L8[)';[^5Z MK[7<+NZ3,IB1,(,@HG$,((U"0/4>)^1]G;:E4KZ**^_5G4BTA$.68D 5&>*9=4\@A@W;M2YEF6PBQ4 M+JM5L.P%>;-S-O>.#>A+\(XL&[?E^X,0:]T0>O-4K.YO]C\R76\@N&W*!-7! MG]HFUS.:,R-B>3QS/>>D&CWR74W,]DAK$8YSCFC,RW.8D9!N#L(2,M7G4ZV+?^UWM?M_!*D^J6L72&!!8T1!B%@*(,IR0%+E/*%4X@P+ M)!"V:H_IIL;<>$J]A8GUZM4%?N/EZLB@CK\^/9\JWO;);$K.[EMS$VA# FV) MUS7H%4CZ7G2ZJ#+U*O,*N$XL*Z]YFD,2^=]UL<&5IMGNE*+^7BXW;=VU-CH# M&-V&%VH(/A75XV>^D"Q53B/+ $-I F!("""("P"33&90<*06 MN2:4>O3DN;%GIUR@M0L^?S#[\H_Q&J;)JU 8F1%- 3#^8L\:>\+SJ@7[];Y\ M_D]U3^-T_1/J'T'[8_/E'C]MDH_TK!']]WC^ K>EW^]BK2OR?ZW*YX(+_N[E MCUI[6&T;Z&)UO^OFNF HPA%6[D[$.5??IJ" Q$2""".69$2F*,ILDD3,15M] MO!.DBNC@^:;#1:][\.XE^$6KKQ8H?PNV%ECWPG48%;-5X#A8CTP1QS#3'N;" M%F;KU9X]8EY7>!;B)UW5VB7G\ 1?]:S?/^CPM,^K[E>[2MK?RN7R4UGI MV+1%&(>$,9FK!1U6-)<3"%"F5G4PYF'.$D)S817YX:;&W/R54[69;X+6$MW: MKO_]SIC@3VU.T-ES=1ELH[$S(\/Q1V1D8AQO,#Q4S[;!IVO3V3V/ZP.WOK]B!"+#*<1QD@!$4 LC $E-$,X)!D M,&<"QI#;<*F%[+D1:*>Z;EVW.\GAP)Y)$YT0.^UN3G@)17 MQK.1/RG-.0#SFMM<'N%&:-^$MJI8%@U1WLF[IR9^<76O7%3%H3KM]I.R\+NX M;U+??I2Z>6RY++AN$;6+:!)9%G,60I#'L3X-D!(02!'(4BXYC&4NA56;.3]J MS8T&#ZT*UF7P5 FP)C\/T_WM.-#3")K1X_3C,C)SOAJ24@9;DX+6IJYJ0* _ M]* W3(_=OFFC%NWV"[I7$O:DVJ3\[!?.U]3M^>D.9[=?1%T+\7WS]+1LYGZR M_+R29?78*/2J]'Y.19I(JM;[. EU;^80H#"*01XJ"H=A1%%HY*/:"IX;,[>J MW^Q]_%U&P&ZZM3B?M!D!@[/>D7 =F5E[2/?U#O84MZ',ZR"V. P>">J)CH4O M0>[I9-@!I,$S8IOG37=:[&#EP;FQR_T.;/^>/!7JV<6_!'^_+#=-2O)&,]C[ MLE[7?]1";I8Z(QUP #!,.((J4JYZ'$F!,TQ2AE&?<*)+: M2?K<>)_M] ^8-J IP]58H'ZJ=:V;36-$L-16!(^M&19$93T^!A/"F*B//"O, M$'"+Z6%,X">:(WP/@-W4X0K@X/QA_=#I)A%7>P]F$N>'N&T)[8MK)(GJ>RG7 M?Y%*[(KGU]$BST6>PS !"<$9@)F, !40 II(M80(<93+U&;/QU#NW*:0_ZYT MA'8II=X\*![[V;YQ<9L/RFX[QQ1]&$=I& H)6)0BM7(+"<"93'5"5)XBF4*% M_V+5%%95R\HW&03<#L*1$N.-Q9[V0:]^T.M_HQ.E;/O9F0Y'Q'D8TD0 FE$" M8*XS02"1(,S#+ IC"5&72CO Y3)-)N]=IA3V0ZMXV_L<4XBFLB?=)+0$Y/4NH.WM$Y<.O%B4NZV^_7G5%J?Z;Z%K M&0A^JPB$W(N_J^>O/RA.WQY*+2A%B:0T5_270 !#E (4Y01DH2!L4!K6&P_+P:#8HCUW?\"W?BI'GB^GZ570O MGGKO6I1N@AZGH ,J:) *-%1[D0@S**HXUOC/HQ"C=^O^/8HWCC6HW@H^CJ:@ MX\I>]_.^DTU-CP_E(RE6BP3#1$A,@4R;YA=Y C 7#&1)''(I,IEQNT7\D8BY MK=<;#?5:O=$Q^+/5TC+P[ 22ALN1J_ 9>^5A"8W],N.L]7Y7%,=BIET\G#7S M:)UP_DK' -66?=0S/Q0ZQ6#%ZZ]5U]>ND7*[XNTOA#*E^*-?JJ3EE&K#F-D MQBYC03Y1%&NG?1.%5?%B1:J78&O(3; UI>,GLN+!SIKVEQ[C6]VQ]!OGZJ#' MM/&N[D =Q;U>\:CK>O/^(#^_%(06RR;YZN]ER?\JEDLE[G7!C46&\TRF"0(1 MEQF >9P#A#@"0B0T$RP+A8 N;7N--9B;0[73KVX^R?M.=;?6ON8#84:)H\([ M,B%N&P(KY8,][6^"7O\&\-=U@3SN"SNC-THK87,MWJ3+L#5(YQH0VS_((7!H M/S)I6Y%V/T1I%S_':8(I@2#E,0*08 QP3A$()K$7O5BFT?^C +Q1"$_!E 7=;!^ M$ &M!/F?H-RL@[+M2=DV)6AFF56Y MN_-^S3_'JY(RI/,4+64 \&!YD_;;JH M(&L+#\*![.]VN?4 M[Q=Q%&=11C"(9*8K%J4)H#!/0 29A!23.$ZLDEUMA,]MIM"ZZS5LJWW0JW\3 M= 8$6PN"W@0[7]EJ9,SIEW#JG?%7Q84X11G. -4DEPYPK$$-$QC@'F>IG$4IHC$KGUQSHN= M&[WMW.UK6=6 MV_6_1P*S@VFTSC$#HM^L-@O5.9SN2LH#?C*C& 75DLNJ5O@EZ9'N]@SW% ZUYESSOC[+L ?-*6Q;B M)Z4N>UA>TY?#$QR#5MO,]V_B21;8\W2IU'<,G;%: #,Z,LWK&/O M.5Z/J'W$H@5$?H,)301/&^=G <51")[-O?[VNW8?!)2"A#'"(,XE Y#F"* H MR@'B81K2"$8I(]=N<,V6BLYLLUQ!0L-@N^]9S9%VKD+/RZ[4N$PS+/'-]YTN M=PCC/")H[:&#;Y M.#CCPO5N!/%N4RRYC'\5YT9B8P3;@:8Y+ILK!1F@&," )I M!$D6)9D@F5$GNG,"YD;87\K5?==D]T($O1E^9BQZ#2IC;UD9 V+?6^J,U7X[ M2+T6,FV?J#,F'G6#.G>=VV?<))>W3VJ/[]8+F<*(2\0!2B*U?J1( (QS"AC* M((99Q)G=KO6QB+E]RG>'@ M/R%C;C39JQA4HHWNJ!^*)]MFW$.8FGWK5R(U\L>^!:E1;X0>2@/F^RV(<4+. MM!4QSAMZ5!)CX%+'FA@'*>2[O8XT27."$ $\3W4!6R8!";$ C B40!;A*+?: MV#HC9VZ?_JLR"I:U*\Y@:?:Y>T!HY$_^=8T)HQQ$^]H2PSCXK1]Q1M:T-2*& M#3ZJ W'ATH@A!K%562E_JLV-8-HMN /3@L]= M_]0FVZ@YJ3VP);CE_U#+RB;XO\E4O;U[_UDG57X05?&L+GG6195H8[$NMN2P MT^GG+;#8(9U\;"?961T<5FU;H(T+&NMN]E/,C@?=:$#==FB]8N]_9]>/>M/O M"'N%]>1.LE\)OMOU]>03J+QU0C* ]H#81N5Z!GAVK7@1ED$K/WST=?UZTX( T+U_M MFNFH/&M6M*U1'G66]K_:GU?\EK%*Z)]_%^N%R'*6ACD"&'.FG-L\!B@6,8@9 M16&8LBCAD5WBHY';/-A1'P')EH]S6^"?9U;H#= M:GT3_#ZP8G#(F;0"RG,*I9GLB3,JK0 Y3K"TN]V-IG3@??O8I5KPZXI=.@#_ MF_A_N[N6WK9Q('SOK]!Q#R&@!RF2EQX2I$"!+K;8W##X-%:VI<0D@%XUXC9'MDS2WC?:EJRR':*3N.E[T'8[=8% BYR!%H+&C^IZ1-VUI\K#A)R7*#H>,"QTVT=U:0E#[9LJL[>K0.Y/9JF19VI9,8;*> M0A2 H9R"0@N*)(,(<:].KHN2YA8V6MWL(&3;\3K< M%+H0'"D,BAR:;2PK". 2,0!5@46.-*?8J_306?+UTM5F026GA,H42,0)@#@M 6-< )X)B&C!,<9>\^L'Y,TM M;'7J'D:LVYNKT]BW.;,?9\?=4CCT8N^8+@.7_-:I&W @O2,P@=LY^V5.W-KI M!,!IFZ?;82&Z,3Y5W[>5;!_[/+,'MQ-X%A!CG5%6@E)P:+95E %:, ((A23C MI<8%\=I6N0J>6[AYU95PE[Q0_07)]N[IIV<$IEQ[VUJM>_ ML\VV:2>&_:F>.MKTE?[<5+6HGMA7ILT)_E&L^5#]4 N<CR8FK2V)M;8Q%KK4?,5_#+HCZ\W=V[D(/SK^M6C!/"6_IVH!"IZMQC(7746ED-"&WR0'LH55ME?G[W]4"*BP+L]X#@HH"P%Q 0,WV M!DC-!.>4\UPZ[72B:/>+YP#M2:IZ%T6,N=,N%L?7P31)P&COOJTD8$Z.G38+ M&.W@MYD%.#MZ\C3@K"-BIP''0M]4&G 6K]!IP'DA(SE_657O5%@J$,*R[IX7-2W#;J^Y)VRZ_;\.4_S1D9W10J(""PX4 M0@A @1@@:8(8&X=Q<6S]GM:)O[3 M[ J^K)KDP8Z &9=B>/C(+=C$03YR /( /7B*X@]8V(F9[N*GG9[I#O]N_XWYP]E:O7_W/U!+ P04 " "2<%=4E8$;"^SB 7 M> H %0 &-N9'0M,C R,3$R,S%?<')E+GAM;.2]69-;R9$F^MZ_HJ[F];HJ M]D76W6/<2J(-5:215/?,?8'%XD%B! (4@&21^O77 TONRTG@!,[)DIG$RDPF M$;Y\X>'NX>'^[__S^Y?93]]PN9HNYO_Q!_Y']H>?<)X6>3K_]!]_^-O'7\#] MX7_^Y[_]V[__/P#_^_G[-S^]7*2S+SA?__1BB6&-^:??INO//_UWQM7??RK+ MQ9>?_GNQ_/OT6P#XS\T_>K'X^F,Y_?1Y_9-@0ES_V^6?4$6,RB.$J LH%10$ MF0I$513W27$T\?_]]">;E FA($0C.*C"! 3K'!A54'L1M)%F\Z&SZ?SO?ZI_ MQ+#"GXBY^6KS[7_\X?-Z_?5//__\VV^__?%[7,[^N%A^^EDP)G_>__8?=K_^ M_<;O_R8WO\V]]S]O_O;\5U?3VWZ1/I;__+__^N9#^HQ? DSGJW68I[K :OJG MU>:';Q8IK#63(MY/B-]TA=??JZ_\/.+!<'A7?A4R=W\\_6/K_@??UA-OWR= MG?_L\Q++?_PAS?.:EA6F/GQ;??J8/_KF*XQ^J?@G;+S=R MN;'D5CZ'T;[?@Q_I=R><6\Q",K#,95!11 @\<$ 60Y0Y>9_\T:1?7O$JY9=U M^VR9?EHL,R[)D.R7#,MT0\]70;S[C9^_AB5]$*3/TUG>_^MJ4?K0V7K1@_2V MJB%R__ 3<5UPN<3\9JN9.YG;<+8F\XJ;W^Q#Z\_F\[,P>X]?%TL20O+%,F^ M:]KY2I AC8HL)"L^:!M%*)GWIOW+*W="@1@_"@Z6YDC0\ Z7TT5^-<\OZ32> M6(9&>98@YD(,&.XA,&Z@,)-1.6FM+[W!XG"VKI'Z9 MKE*8_1\,RST/)22-01G ;".H;$@B4I##Y62V1G-T!8\_V^Y8O1,LU'AAT8M4 M1V(J/B[#?#6MLM^9.^E+)+%H"-D3#P8U\9 $<%Z<"B4*EHY'QEVK=T*&'B\R M>I'JP,AX-5]/US]^F<[PU[,O$9<3@\2QH[,OZA1 <>L@1K2@M!,FH*9C,1Z- MB.NK=D*"&2\2CI+B*!#P'C]-JQ#FZU_#%W**F1+&$L&9HFY0UC+PVE%@'G.2 M.ADIN.T)!5=7[H0$.W8D'"'-4:#A]3PMEF3*-H+_0/+'%XNS^7KYX\4BX\2( M8%!ETHYNX+-'>0T DN?NQPZ4.^HP#* MLYQ)!:O=?]Y,Y\@G*"3W4DI@NC!0,0IP1E#LY0CI*+344O0$DEN6[Y;68F-' MR+&"'2DZQ 2Y9!%%A!1-H6/4D7N54 &=GB)D5[S7J1DZ1#=TC#CKV8]@QX2. M%_3EV^7'Q6_SB0DIF. *F!(Y*%8$Q>&:#&'D1BD1N2Q].:PW%N^&C!%G0OL0 MZIAPL?&BWB[?+1??IO.$$QV*"XC.5#&DZ!T9+TY MJ+>MWPTB(\Z3]B3:H7/HE8;)13+%*AZ/^QCM""=1B48 M,E?,T:J_OFHW]8\X#WJ4& >&P =,9TN"+Q?QXW0]PXEP/"M7)"3&?:U+\K4D MR8"+HEX&RT0L' V!ZZMV@\"($Z!'B7%@"'Q6;*;\D>A6>C7Z3&4? M AX%4OYK,3LC!2PW5\#+U:0$B9)I!Q07YUH:0IXO3QF"+(DK;E4R?<62UY;N MAHS19RF/$>@H$+&K&MH6A-0CD91PMIIHG3UY0P:\"8YLH)+@A0@$;U<]8LM] MTCT!XW8*NN%C]+G*'L0["IB\GM.GD3BFW_!E6(<=6Y/@E7%",:!8B?A(Q%&, MAKXU3&9O77$]%*/?1T$WF(P^8=F#>$(V7'@T1A)_QR+[^NNX\K"W4 Q^A3EX<(@&U'IEB+$[!=K*L".LQQKZN-JXLW T+(\Y4'BO,46#AU1=TF\\6Z]QM=7!+[/P:9*T(FI]@60)[DIK!&^+ 9FLE"7+ M&/'XFXV[U^^&D!%G.7L2[2B,R(?/%(;OX1T2DX:%0@(AC*M ,9;7QD!@BOMH MBS71]76>7%JW&R!&G/D\4I2C ,*[LSB;IE]FB[">9%'M6R#'F!=.9J[X^BA; M@)=&VB+0*'7\J\(;RW:#P8@3G\<)+TF M]B>Z6K92W^I[1\:-USR,"A$X1ZZ**SGU<&X\3$>WIX:CSW_V)NJ1/"];7=2R M8W[^XWVE!.<)/^+W]7/ZY;]/O.8VJ# MY'2#T8B3I6T$/PXS1&PMP^SU/./W_X4_)B[SXJ-D@)K",H7,D46U"5@0NB2O M6[H;2L:?,CU"H".Q+Q=O<'^AGZPF7&:4J#B$7$UD\1J"YA$,^=L^ M">2.]=?XXMKBW5 QX@QI'T(=%2ZV[_:W3&B3HTG! 7)-OG>1B8Y1+T#DZ.EO M5'+L^(!.--6![ LV3!ABRL M"D[G*(]&Q)4ENZ%@Q"G2PP78F^;__><;PGM#/SBTL=4F9?-Z7A;++YO/NDIO MM_Y6-SZCES97]U-V9+>KRL1DEZZZM,8Y0+0H12=M@6Q_J3%J 2=J=M-*HZR- MBEGVD%@>6..HC;S]U$T1D388HLA:<'"\5F( M:XL.T^VJ,1 .DN@XP/#+=/GE=9Y(S35Y'@*XJB@V*4%DF?A 1S#F]80[_B[\ MRI+#M+EJ#(0#I#G6,_[%8KY:S*:YID(V+]4V"9)%J2F2+_AFL5H= MVET^COHC/8.S%7P*X>MD^_'G"Y[#*@@F:?MS\,5:I)-Y7 MKU;"*FZTOUMGL\=^QMEZM?_)1LK ^*YEZ?]X@*!###A&[J)H M&!^D)69ZD?U(,/2V_'FQR)6;#[C\-DVX^K"8T9G*E1%69]":B1HW:_!U-]@8 M5(Z%:Q/N2SP07:*N*K]TQWM-"@\9MJ(Q<5X7PQT.*RZT3>LJ6H"L0:* M&0'(JVAJI#@HM=-2- W.9I$;&V-]$L18>1%Y*.T74\#<5#RBG"@Z.XU]*I M+]HD%*X1,DPKY:8(.D;4(T#*G\-TOJJ9.UR]G;_Z7I\KGDU7G^OY_K:\Q+B> MB))D2BP!LR[5UZT&/%<:5C_5>+]0RKY 8Q%S#$2]T9#KK MT I;M](S3,_FMH Z7O '6ZEON(R+'NU4I?SM_$.8X=MR_BQ.U+<+VEBPL2;X MC)<0G"B0E,V">T25[^MW<9QYNHVB83HY-[=*1PO_6&/4"XS>3-?33]MFYKA> MS_!R'*N\"3H:#QRE(F;H^':KO^C,NW7[$FV>:?MG<0.U9JG$HG-&HK$T1>G^SZ6M*N0@&7G) YAB#O?0M_ M.*+NIVN@9M%-0=6C)L;C-5V7U"13Y!E-UB02YD!%BD"]9A20DKUEH>2LXGWS M;_J[]!NHJW3S6YJ#I7VX,5JLPZRGH']?A?$+">S%8DX[X8PVPVY7+.:KYU@6 M2]S^WL?P'5<482P#:6LZ#\L?K]?X9?7K@OYVOB;29IM]M UN)P5M3#D*L+8V M87=!D%P+P01]D-$'X5*K!$(SIH9-U+>XL!X+ D:S&8C%W6Y^CG,LT_7$",68 MBP8*KTV8*AM.)]R\(G'%Y"+,?6\OC@7R#8*&S>*W ^%QDC_B"%[W A_R&2XV MTT1G7DS2$I(+$I2M\[^E,, 8,95=#,C;5$E<(6/8]'L+J!PNY1%8F%=A.2<# MN7J'R\W[Z.=A-4V3H(NQEC.(K$ZE"&0A(S SR&2?VJUY;7ERQ(_TUD\_89M"LWO6J)IU7DGOGHJ03]?]^VNV)WBQ%O6 M/\>H4ES98&J?-H&U)B: =[J -NAR$,I(VR90?R2A_?I)4NFDN)-@I>=U9TIP MF!(4[2P+:/3]O=U.Z2,[%\62YQ^FF\;_:8?F\GLM?_OIL!M\]UL@X#]==NSY71%SLK+37'25D1[ M@4T(E^@P($CR>T%Y':&.,H&D63(*+:9&<<8)F!O6@)\:KQVWRU#@&?%^VB0Z M.XKE/:996*W.!Q,_R__W;+7>](\@!#Q[^^+U>PRSZ3\Q_^WK8GO-O7PS_<=9 M=3NW5:=;T46*"FR=)"A4[U7^RD>3F<^H0QUH1OMSX,;LD\[L9R9BT0!+:V\%S8>7(F*WIH3K: MB4+\8,@]%A%"%#%;9SGJ-B'9H&P/>\DUXKTZ+L"-?'>^"*O/O\P6O_T%\R?< M,[J]2[PAQT(D;=AW,7&M*%*0]9&&+@A!,/(T;%3D?!CD^?3[[0!&AKVA&_$. M:@V*$>^)E[3WYY@O&P%2QM_F8?MH"7,7+SQ8E51&!5S:1%ZXY."$MQ!98CD+ M(X6];X)?_QND#ZZ&O:0 ->WDZ4B@?K+X1W-C?PLXY*P*MH$BJ0*ZO_%1P!2(=2L"#0I9% M+@Y;55;>2=2POOLI<\1]::8WD#6\FGT>R/XG_/ 9<7WT)>S5#^O]NO4>6ON_ M6/UE.J?%IF%&D=;T2O^X&+2WRB>(.4E01I'7:%(!(61@!#?+99MCH@MUQUJE M9ZL5"?>B5Q[+=4@/)WN-Q*M("%XG7MMT,.T5DZ*T\0JOTC&:2]1^4''=X!PA M]!'X5C7RJM:8_O/J'V?3;V%6*R*>K5^$Y?('>8[_%69G."DA)5:B M2%K'*T MM2\'DKA4&JN3EIS1F>PTG'@TRV/V?G =(MP1)!_?+1=?<;G^ M4;/_Z_K*F&*%31M%^GH;X^*;FKU]/_WTF8[BOZUPP^[FYHP=ZTX3:^)REQYF4RP$U]@^]9!A<")V:,3$AZ,-BHSO4^LH9M%-7GB=N;\$> MI->D@_FG*<7+6PF1O_GJ>YJ=U8FU^SY8DZ"X4=Y$\ 4K3_1'P'J7FIP+609A M[YW)I&[9W5(^XZET5(X#7.=V&,0PJU/DUM8C%<;UM/XO%1\5R1"[; MV*1'P:1=5Z@><7*03$> A4N12NV7L7-)E=,^*:,A%D.A;7:)H!T1HM.%H8RL MV(;OD:Z3,W";IS9QX8'2'@%DMO1/5*BSTRV"#)["EL(+^$209^A]KL.NF6^9 MYARX<5/OT>"CY#F",/#--,3I;+J>XF84R'J1_OYY,2.IKVHDL/YQ(1KCR!*; L9=1:1]OHD.E*X6A>,+:Y(6ZBJ!&8H3>+^:>/N/Q2FPGO M4RDN)C*F6D!"1W)2VM2*K@A"*I52P41;K W6;A(S[+UP&ZU?A]:1*A@!BO97 ME._"CWH_N>=")U-X1@9!9P0E@R)G7B2PT<=HO2@F-"I>N96>84W42;#4@R)& M *=77[[.%C\0=^,7+DGNG"$MI#082"A1@^*;3L.:0=3!.L6$YKX-LAXD;=A[ MX9. K%_UC !O+W?+[J9"[KD@_U,(3!9T# Q49!J"%P(H^G3%"<9S8DU =CL] MP]X(GP19/2AB0#AMYAY?DM-GG.6R6*YJ"=AB36)>+TK>U51\JC45^]#5R22\ M+!;L9@RR#PY%X)VD92M+%?=Q T[,WS20Q8'ZH8 :)NX8 GE6*R!K*4 M=6A[]!"8D:"M*8EQF<@6MTY / 9'S6Y_3Q,3'J> 3-;6Z-[*:0]O^C9,?+7 M4,>K[<3W(GR=UA7K=>/;.-L-@EA-&">N @^5.U8'K$5PFES)G+G4C#&E474[ M$8^D9-BKW1,8"P8:^"3^K\]Z&:$2#M:BW%GI"<+7OEL(08D" M+' ="K*B3*.:T8=(&_A&^32N6J_Z&<7;BNO>YV5>I)9&%5WGEM1.&U[79]D2 M$D70V40GK&G3L_YNF@:^D!XD'CA0(R,P9Y>8F) 7JD7A"HI!!)6C@9#KV#>> MLO3%:!-;C48[)V+@F^M31P&/DOD(+K9?++Y\F6[Z9VV [!61M3HU#R'J*ZP>EIY^W[TLD(K-%'_/)UL0S+'UOQ M[!_7/OM2;[^>K=?+:3Q;UQNPCXMW85L>)"2&'"P(5*$VI7 4/ML H4B)QFN6 M69M"FT>3V@V*3SO1WU9_(P!HW6N+^49ZVQ??R9MLK7>@2^U;XI&3_98)B@H8 MO"G%VW9&[S(EW>#U-#/^O4A_!.AYEO.F="G,WH4I!<2[Y,LD%&=RDA8<1@J! M$TDGR&&,$:#+3Q%X-B;,4X P3HI C6DP; #Z2T&YH?)JW J?0W0B@>5-JQ-/V M]N-=?3Q)JKSBA=XQ!I47QYSR"KQ+M"$Y)X8=9Z"DM2YHQI1I\\2C'_J[ ?EI M7RL,H.D1Y%\>$NT$O?3!D[]22B8NK$_@"ITGR$PJUJ.+*@SRH*!;E>[3OGOH M53LC0-NE>&LS1W'U]FR]6H=YW603C\HF# F\" H4DPB1C@-(7%@E6616MBE# MNH^J;BA[VI.0;"9NF"$VA\F\CX M <*ZX>QI7U/TJ9LG-TUU-_6@W_FIYQ_:=F+J[;3WW\KW?*%SN)4LC,HN (N6 MSC>4":(7!H1&)G700J7P#G6[NP!=!8!M>,R^-)$#H^G=30M@(]#TRU#4ULJ M;01'Y]6QL()GY4R1X.7F$6PJ$#A7$-&Y@N1BX&8:T^+MXCG2YINNE >\'2Q\6CI8G"25$RV,P$>1N,U4Y"#H(B02;K3"YM MQB:VX&;89Z4GQO+@! G^+1OK I'DH=NFPSL =V,>"LKXU,@(+N._3]?K+US!=5FXVKHVQ MQ:N8:7=PIFN@G\%):2%FG6+BRK-&.>7;Z1FX1?M8\->CTD91Y;XKP*B#\NJE MY!G!^L.BK'\CK5RPMN*3))/G)41(QA10TFGPF!$\$]FC\#*+-DYF1P('[O ^ M-GBV4.L(3.6-5TVOOG_%^0IWTQ\G)*/BA%1 AM^#JCUZ ZH(5G*75'1!\Q,] M.+M*V,!=Y,>&SC[5. )4[B>,OIV_GG_#G:0G@6@O,@C@/M)Y( UMK41^KA1T M!EC-,3::AW$K.0,WJA\; H]7V>-QY[>XF^.G>G?PL;^DTB7?][QCW_S3B\6* M6'(A9RMB;;=1)T=:&6N"K-Y,:50I6@R-+.)]5 W<<7YL8.Q-@2.QA:LJ0J2] M]>I[E=;9=/5Y>]E0W\5/7-&,V]J2E#DR[BPH"$P52$(P^C^/PK>I\GJ0M($[ MSX\-EOVJ2;.7&'U M@6#MR\!%U&CYC4["=R1UNJTW<&_ZL2"OE8:&Q][YS6NMYW@>5MNPC'S>W5@1 MY:0,(8/@.=2&S1FBE@[,9B>9Z))N$UW?3L_0/?#'@L<>M3:"HWDCK141_LMB MN7U*O['MDR(9^1*. VV? HI'VDE>.^ &B24?>AL! M_$A\R]H-3J><_HF:YN==R')K1,BF LV60ZAB$S!F2O@I U0C/M3Y*W^'JQKW,FD^&LZ00)&,(*@H#02<$$9QS M2?*LRZD ?2>1 [>-> (H[D>_HX3N^:T7[O?HYMWOI1]?XT#MPN8W18;J3=$;R\O8.S[17Q[8(4RF+RHC[ZY"1( M9 &BC!+H9RZC*5XW:G'\>%I',U3N)&^.^E+:",PIG0^[[?\L_>-LNL0[!YU/ M2IU [FWM9%/G=EI-6UH:C,8"TEF3H]>5\59W#%V)'.73 MHV; ;*2\49G+E_@-9XNO^\K7B;9$J8@%K(K$B'"U34,B)T@I#"+:5$R;DOH[ M21JVJGXP8WB,8L9A^Z[;]>=GJ^D_< M5;G]L)CEB64Q>\D3\$W?:N<+!6ZH@+NDA2I*W&@N=$?5TV'K#ULE?R((GDH_ M(SB(NTMT8HW1-8$+UOM$>TPI<,$D2,4'I@/M,]4FS=F=QF$KZ$]L(!NI;KPY MGO.JZUL$&40V)1<-G#E.TK0,7&82,M@ZFHO'^O[31U"*&Q6"$*'12[4[ M21IE*J85POI1S/"1QVT[YO5J=49"0^+LTFS,"3=.6]H[$$R0H&S.X S%51BR M-HIIIDJ;NKF':1ME1N84QJT'58W-REWF@SS1(F7VH&/M]E]-MK<4.V$))*Z$ MY*N>P,@]%FBG3KB@R(53880K02# MV?/ :-^(MDGF6X@:96:EF5'K23ECA=O5IYA;OH076EF= '6D6%\4DI=0%&M) MFQ/Q2J)L8]T>)&V4:9/30.]818T.@+\LEN>##M>U$3+)=+GKH;R;^'N+9"=% M$?'D+ !#2\ZK3ZG>;">07ADI>.':M$GN'47VL$T*A@'N"10\.E!?)-\_AN__ M/5U_KCW=B3^2Q1WO/B.3@2(R09(EGI4@&3L>(Y"#+&7D)O)&KWX.I7C8Q@8# MV>"F:AT?BNG(F5;YSO/JZ@B!9_.\_0&2%[3YR02ME%:E BX5XM0Y!%=\!J:E M-"@\U[:YB]J5V&%;(PSG/S11YGA@VUVP$XO>^"(9Y"AE=9D2Q)P0LHTFE<1% MXB>]&SS45VC7,.'$*&VDNQ%<#KXJ!=/Z;7GU/7T.Y 2])]"_G5=FZ_]K1=RW M,-L>+B3'::(ML2D5F>>K/[CTFQ,;(Y=,!'"JWL4F@Q!0(Y12N$Q1<6/:O$=K MP,RP.:MFUXM#JWT$>=.CF'V'R^DBWWSCM*M?N2S6K:AK5CEI9R+$9#=C_SA$ M)->+@H5<7+&3!NOVZV$TE@N1X!>H.Q*5L?P6N5ZN2[ M#,$A YYR2B9JGD6;8I7VZ&V6ZALI>A^CRB/1^VI^N2K_U,,&WVVT]!G7TQ1F M5SGJ:?+@U15.,X;P'JYZFDEX#4M[Q+*2HS96@Z_),V4#?<4R@V!0!UFLXZ7\JZCW3>$7F*"VCT-N8 M3$>H18@V,4C1^"AB$H6WZ6_9B;RC.\KN%_FXZ13BI(F1481D9*VG\2F"D[3_ M7,[":6]H"[9)[5^E8S3S37O"Q8V.L(=+?03)GG/JMQ*IMV"+>=VYS[Y/5Q,T M)JF"ODI#@S+>0! D%TG1.,\QR%8^_+UDC011!^C[+N@<+?P1(.D:#R\77\)T M/DFQ".-3!LZ8HH.::7#*6=!)82Z^.*E$$P3=2LY(D'.\NJ]GK8^6_0@ M U3 M_HI?(BXGR?(0?=9@=!:@9"Q [EY-F+@<760N8ZO"B@LJAH5+#TJ]<:=\H(1' M@ Z2PY?%?'.&[QB0FO%H(BE1(:]/8 /X@@AHI"PN\"P:O:6_03 M1$>)> 08>9;SM$H]S-Z%:7X]WXV^VS'#$DO6! 1VSBVUJF#J3.&QI1W\FJ8E*!L3: M:KF>O-BR1!QL;\2W5^AOR[.\^+K1T":4B$EXBCY)5O5I2U 2O%,9$AW9RDG& M3;>4-"UX"5[TW75H=:5H)/TF#X_8FXA^Y%#:!1QU:(>T)4.1UM+FJ(U;5:0# M/"FI4I!&=NN4U@N8A@SCVV#@$0 [0"$CA]A%0^/S@,/D*!,9^$P;E$2G(=;G M>28I%K-5ELL36JYKU(T7=H<@XS&6[1@UC< Y.S\ WI"C^9J^7$V8E<$Q#,"R MIB/?* Y!N @L2H:2%RD;59+?I&4DC7IZ3&+-2Z/WB]GLE\7R MM[#,D^P<)D6!;$1,H##J6CJ?("@1.+FN C5O@J)'$CJ2O/>!N'AP@$)_2AH! M!F\R,XF<&$C.@-0U/N'"@4]U\(.3P3O-*1)J\Z3[)BW#(JFIZF]8LZ/T,)HJ MSCN>C]5JFHF).NI@.)0<0QUO1N>XC@C9TT^SU8BA33W$/40-&RN>$F%]:68\ M3_EN;R*T*0%:_6U.$B3QDA+(T:Q#G&]]>UM[CE_T.]T(Y.W&"5U-;#*HO$BT MWS"3UZD->$Y.J'$L6)=DR3ZVN1-LR=:P[M\I\3X>=(QGQUP9WC-1)O@@/((O MD:3+2X3@>8$075")472GV]QZ7R%CV/SO*1%YN/1'X"C>E=2NO&Q:EW\,WR=" M*T>GA0*?8VVJ)1G)B04PF?SO(KC)O$W#VB[4#?LF[I1 ZUU7(\#?+>RX@:]F':*='6EV9&\(+RMBB,%6U4 M*9#J8"25;.UW07_(8BD*LTX4V^95R8'1<+/78D-'PX_0PU-\%7;SY4*SYV$/ M+77B%QKM'XQU*\M//#IE<@:C31U-61VR8LATH;&616URHR%-)WFN<37JOT@& MX+8KU::O2ICF"==UUZH 7D@*;+3-]>UP@2C0.$\[,*)N(H6.!(XDN=P;DFZ& MK?WK::QOTMXN/X7Y])^;S[FP%[6N;]-MZGR-1=FU^ FS"U-RB$4\;L%>[&*/ M//=D'>^DZ-E5BM[>1M'%JTL9-$44&:S$6FJI%$1'WW*47$07A6W4F[ 7\H^U MKL_#:KJJHPPOF:-Y_C#]-)\6.M;FZVR^2DQOQ M\X6'-^:WRV!41EWE$+BFR"T4S@BGP8$S&<%G(:+664EL\^AE%$;]RL(;;?VX MM(6E+V0?%'A7QU.4%,%'3Z:DZ(Q1<*-8F\'"]U'U>S#*C\';IT&OVXOF>R(T_$"P&\-D]5%'!""*Z 1H9&*B.] M:U-R]EA*A[W7'AZ7334[ N3NNH9=;^EXC:F41&;<6V#%&C+QAK9CP@Q">6E< MXK'8-G#M1-ZP-]W#8[1_'8X F.\Q(;$29WB#DQSI+##.D7"XJ2WT#,2:%43E M+9."ARS;Q/5WTS3L'?CP$.Q)6R/ '=GXK[A<_Z@U2FN27]U17ZN@;KB]2COK MD@4M@J;]9 M$:3@(+H@IP9SCC68N=*1PV)ORX3'91),C0.CK.7W6/,S(9?ZP M*.O?2!U;CB89#5\8V0]!V++E40@B2 3,EUYFV'IRR&0SMID*R\A2\-?(2'R1N MV(E)PP.Q;_T-",F:N9Z\F"W.-C7%9^_<&5RO$-[4@ZX9'ZQ7FF(6'7 SY M"Z@08DR2A.48,6*1BS;'[#U$#3RP:'@#UY?"1H"]/R\6^;?I;$:R(S,=YI^F M%%<](_9N!O6('#//ED(JI8BSK,F!T!&RU>3',OH^M^F&U9W&;LC\'5^>-%+G M"(#Z^LO7,%UNRK:6+Z>KKXM5F&W'@;^9?L-\.X_)&Z.\+X#92U!&DA31:C"< M*ZZ5E*K1,]A#J.T&WM_QO4QS%8\!QIO:^H_A^W4^F(^(4A8P2(&:4EJ!XZA! MHY"I&#I67)OV$G=1U V.O^/KF%Y4-0+(_;)8XO33?#L(@?A8AOF*9%.?0)(L M-]_.-J*\L;=TC.0\HP'RFFEO69O 58!*<27*W*8^XF"2NX'V=WP_KX.J@YA=GJS7MVN5U[FA;QEQX E:2RQHX]R0ZXQWD,G=WP^[N^W&FFUA& =K/_:.6Z%S_@\MNT3KR]),RMBW/^ M6S?^YD,XO_0BUAD615Y[\2J"RE:!5UR 2"%8X9-5ILT]>8],=(/[[_C>:"A M#)U2W5+_%YQE.K J$].]GJWM3ORJ0^M MU V"O\-KH_[U,-8J]UHP<*66_TIIU:]AN0RUABI0O_D\XN+YG' %L^&0%.%0R40Q4J#3F=-A;16ARMDV_M;=-#7"UL9?.0PT MVW_:$QINH:.W68WW^F3G.M=.4NGT! ^=G_3 M'.]=YI)7JCU/@AO(-M7Q[;43O::O"/4)E0G*LE9M_[M1./3,Q_[Q],@XXC!= M'7S ?<-E7+0]XC;LEDOL_G:9W4VUW!%&ZH$/[M.$/8:'$QLX+TK(VM9GAB[6 MUR<>HJXA9TB.94U_QC:7L2JPC-AP89*P4S4MJ5'K3B;RG8=H>@Z2;32#[UM+0T>!>5-MHY&]S#,LY MYFW^/D?Q2=$:1(@.A;,6,3UDZ/H@9-B' M52VQ=W(UC3>6W CYTA[$O/_9,?'C@Y_:YQ';F?H3GZ\YH#:8(MA-&D-PA"@L MAQ!9XDQX)?!)!Q#W6>Z)C#4L]@&L5:7V$\C@HD#0@2&)13IFVEP WT?5TSA- M'X.;QYRFC]+)P(-3WBT7^2RMWRZW:63*A9F C1A@ Z>:XS MF=U8.KEJG8:CW$;!L/CI3[>+'@4]#J!5$(&W'J2B%",)"(= M6/K2\:*$"9TLT&/0^8[4_OJ>VVKB/.$?PWS\ DO M3?;!['GF00!/M5&:=&1\0Y!@ K,A%UF8Z^A\/[C6X- X5IN+=J(=&BG/SU;3 M.:Y6;XF;;8')A\7L;//%?F:B2D:3UP^UDH2XD08Q+F+_'U>)LF>J$AS>XG?B[E]=^ M5O2FU(=K,%8K8LED\*$$X"1$##R*$DLGO'1;;Y@6$(T@TT#$0Z/FSXMON)S7 M8_267; _684T/!0%1I-#ITPHX)#10:OKW'%ADDW=3$R'Q8;IU] (+WT+=SQ@ MV4OH.C?%.<0Z;LY$"F*4,JF^F"DDJJ3I_Y+0GQ\)E3N6&J:)0G.@]"'8H6'R M?A'R;^''B\]A^8FLXX6G?LU.GF='T=^]8(8[D2P(2WH&*]@[$A0O3.(\:H6>[V7/SV MSQ^F T$C6/0@PJ%1\.XLSJ;I0RBX_G&=CXB.?.Z20+)0HS>7M]-\4' 11311 M7A].<@<4[EEDF(X!C?#0ES"'!L5%M/9?^'F:9N?VS69G-S6WUDHZ&+40$*RI MT^ 9]\&)X$LW1-RUPD /^)M'O4?(<6@PO"*I;#2PHUUH.MLRG6Q2N5)?9Y-A MTU@@9=*QU>1?2]<) ]<^>* 7\HU4?XS4AM;XB[-E7$WSI:SOC50-:EL85F$( M#MXLL]ZG9$?P;.S\Q<<^%_P!/VT?@-0; M*A8*&3EE(:=ZO7G5'Y#-P%YVPF#ZI1J],K9(QD-M3QZKT.G(-E/?A!=>Y? MO9[GL]5Z.:WMCSY=NJ?DFD5E*/9BEI$Y#;'VVV(2G&?%:8Q.*O](A_6.I09& MQ^$ZO-UA[4.@0\/C9J)O'XOYDFR4!;PH2/+1&2):#U86@S6:;$=;[ W3/A4R>9?(!C,@,E.>$:B4E&"Q<*$$1 M>Z,F@?%XT!W@(;& +L=,[3RL_6[Q72^?CTG1G&?<8F(6%PF\K&V M;J^W0H9VJHVZOD\NUI=&>+N7KE$#[1 @W-$#KP>MC MC;[_A\C(C.00M1M?;Z8A3F?3]8\=_^\Q+3[-I__$//%6*5<4 ^T229,A23/J M#(J7S)3Q+,@V:;S'T3G*"IE^,-E082-O#'2U1U*8YSW;4UP=WR"HRZ?WV2CH MT=RQWRJ !0C*2A2RVR+CF363V;W[B3S:;04>@RRNEB_?K0VTK-X MP]RON-Y.'5E/A-,\<,: R]HT7#H)4:@ZF$D@A?.A9-OFDK\#<4^C1U\3^!VH MH9&#[M?%/.VX4M$QQ:*!+.KK'TPPNA5Q L(F3%"N>)9Q2G ]^>JF$::@R-N(-T MC^TS4=>=_E-GZ%*F@+(. M%!6U%Y2O[5.3D, I A!U(ITR;1X5GG8FT'NLE]5UZ-1MBJ@M/E,]BW([!XQRW; M*?4\@LCW:*X_K,-R_9+\T&TO9:Y*J(]0BG3DD$1I@,(N 5PIIQ5RX773_OX] M\3$*M)\4B7UOAL-A\7O8%!=WK,D'7RS+]02XVUR"1<]9FE%)_ M/(PBG_ZD-\-A<'@J&V'BDN1*% 51)T^<:0^.&0U!>*R#:4N( V+\B=OR [%S M"(0?IY^4Z1],%YE/N"W,,>N H;*@ZF.0:$+-.7OIE,!ZX39.!V/' MP2CN3)\$VON&PQ/.V$VN,=%;SF["3Y:UN\[#>=[NYR,%]V*Q6J_6B[>1EIF' M>?[E;%:FLUG8IT[ZJ%+LMD*_E8H'<'7B7&A,]P^<)^]-\-T@]6@WC1=3NZ6%$X5U]:FI2EJ"X$!#K(^ID?!*< M=ET(;2+">\D:):H>K_QNH#I $T/WPJN-05:UQ>-TM;K4"T20M=9*);#!4@2J M)((WR8,N/A6=6"G7>U?=T07O]L\?)2H.T=ZB7U$.C8;:X3-M.LJ^"S\NMV;# M(@4K/@ =YQ2 450(/BN$K!D+A@[YQ+MU1;QKA6'S1(T0T8LXA\;$7B"[&*6R M466S?YK.>(R.SF*A2GT"IVU]\&Y!1ZUB]C(*WFTTS+W+#)M7:82._@0[7M_D M(J-D8^0&@X <*1A04M!Q&PP#&X/PJEBKM#NE>S*2*\%3^[V'*62\ +OZ5,,) M;:3D CA/M2FI=>"+-9!0:1:C\L4U>LK5@;I1.CT'XJ$;V Y7SG@!]^S+8KF> M_G-[R9@]2<=Z.K@=V6>5@R0CG1VXS)26MA2F3HJWR\2-TJXUA=O!JAG:Q;I, M^*+L,VJ765N]^#_O9FFP\88^L%=P+AN0E,AVQ]MU&PW=<< MI?-U')!:2OW)@$E,HC1!\LRAF,CKA! #7KBX*653GHN@[8.W*(]<<]BW?2, MT^.D_F3 )">B),?19NB SJW/44^=(1'%RP$BJJ="SF8Z\GL8\&DAGU^-P(P/4[J3P9, M>F)]P!49 9%$&45,C/7L/%TL/LS$[!'!ZT ]C+5*;#<( MYSW6<4K3^:=#RIEN?$8O!4OW4]932=+U1HL5&/<+NHJBG&9;GGUL',LP6J[,E?B19/J=?_?LDE2A5U@@N%E_[?A@( MBA?PN0@RG1E%:?-XO -QHYAH>!Q.[AAUV9M*GHJ-V5PQ'%0X><L/D*SJWEO,PV\U /!5?]/S[ MC:PHMM_]X,)('/'.Y_#%FGBT!_+:VNGEUFDOC<%5SQD(3TFR,%I4-Q;VO+1 Y,VE^R,NU'F.HS#._QKH%YP=*2S M^VB5C<$S(!5M*H*?GZVF!/6HWML3B0?(>NCKK_IH!9=I&F;UQ0(9\FF=O;3A9E>-KB7/0CG: M4,S4\3JDY5@*ARP=U[$$Y7-XR _KMM0HCK5#=+AH)M"AX?'GQ3<*6RKQNV&' MYQ.C@W8.:V/"$C@H4TA'?T!CX6(=3 MUG-W(_UKC&#(B!)#'51.QZVW$IQ2 E JF7PH=/9V*_VZ;Y519 F.Q4)O8AR! M;_%L-GN[_HS+_0&ZY\):&0+1SK51]0B5$'.14+*65KO O&OS#OEV>H8M.#T> M-CU*>P28>;%8$OK) ]N;0&%8ELP"L; MD$"L:(M1\#;WX ^2-OBDX/Z T!UD!VAE;##;?H/Y;:%]&6;XZV)=ZXX6<]JU M9_3C[2WI11.)6$MG2\C &#F$"JV!:-!#0EM\[:K$99O$X#%4CQ:G>1[N[W:<+DYK1D<"YX[7/J*?( M11 GF(S1Q%TVG0H9'@.BFV0,8Z/ZT>Q-F!PIYJ&33*^(AXWL]W8R1PIYE()L M"]'NO")IH*BSH#B%0B@"[Y97NO;!@RO]6#TM>A+:"-RB>TSHF_,')89"6$-< M@4F2MD50)!=I!>2D3)&>FY3;]%GH0MW &:937X_VK:\18/"!UJ:OOJ?96:Y% M#JM5OG3LZ,;27/&H=?;=V?#<^>A0W;OU# MI0^ S[5%*FUK]&@+>I%#H^Q60Z;& M=>8>A,OKY^Q8('"P)?Z&R[@8PXNES+,/TTI4-P^29F@5H89[4%O>@QE ME2"@"&"%K?UM2V:BS3",^^D:>AS&R8%RO2*D/ZV- (/OZ118GJ7UV;)NY7E^ MC[,JJ=KSX_6VA>CFZPD7D<7L$CB[:9VM,P5N/H.UB;$LA%?7VXSU9C$[$3CT MP+NA4=E"CR. Y]Y1J7/+YBN<9,6,1&6@6&/KU7:!&)T$BDU1U->H3+:!X35" MAIXX-S3YLNOIP\/O7YU]W@P^BT8Y_AI^U:^-TPN%OFW MZ6SV^LO7,%U6=C:Y,H?.!!D0;-#D51LFP1?' +/PQ;#$/;8)56ZG9]B*S1&@ M[W@MC<3^5;K?SFO=S-NR?Y0U25GI4%*!+(L&Y8@C)TT![I.0TFEK3)L>/'=1 M-&Q[T!'@K0]-C0!QFR+Z<_%M4U4[Y^%77$](,"IP5[N?^@**L=HQWGM@)7+! M,$IMVL2Z]],U;#_1X='7H]:&/VCON(P*'#UGRH&0/H(JQ([W4D'"X)P3,@35 M[37=89=ZS=J%#H>>'@3]5&[]+KK&7#06V2:">KSL>WB1)G=\C^2M^=4>TU$; M4U]L)K(XJ#0A43I :[3/TJJLVT1D[3NE/+)9T;::R/AD=+&T%9-PH&QQ$$4@ MR6@NO#;1Y="HJ\!1=(_U@NX1Z.JMZ]3C%3EP6?%Y%X.]FY;LBZBXSA:I=[4N^B;UD/69ZW.)NO MES\F?_LP"484;R@,EN0]UC@D0:CSQE)QNHB2O-7WC71?8?KCI\6WGW>?N 7( M[IL-/K;N_?EZ \*@'Z4MCI+@P$;BU=ER\77_QMIKQA,W1+*M;3R$#1 <5T#L M1.<-(EX?@7N$7;B\\C!7C?UCX"B)#EV<>UD&BYJEV")Z>M[50P?.$Z,SE$=/ M=NCU@>6FF8J\ &)J%WL8X@[?A(1^S->;5SX<4(8Q-H MD9'X#!:#Y0?]=S"6)\U=X4V/F.@ M%$_@I#J'?U<5JFK)V+(%1U M,E D<$Y9")I;E@IJV:BPXCHE0U>,#8"WHY0QUI3\2Y+2:CU=GRVO5:IW2[9? M_N>]I-'OI*>G!/GM+2X(,E=Z8ZS.,YM2HLO(%,CL9;THMH05].#0R\@5$Y*U M*2!Y)*&]-GI9O9[O;.?M5-PV;8J9K(60@ISF@'78!3G-/AO0DIN$,6$6)VCV M<@#E@S=\:8;'>]N_M-;Q$S!X1UPRWO(I?9N_EM>$CT5=C&A$G:R#F>I0 M.<3-_@IS%X1'^L?VX9ZEKQA92)D*6K7<'3@E+1@LI':>PPYWW>YN;]D MH(_>X/P?JGX)VR\WX+YET6$!.$I0+/K1T,#@VE*]2]0RXU F%L%:MTFY"XB& MV.#,9>_09GOOJ,=NR+J\XC"P.EIEBQ[D-_25Q?E<;1+5/MVS3ZN3^QES4N04 M:V=!613@>7(0I#<"16$NB(<\NH<6&4[UAZMLT4!^(\B*M3>OFRU6F"+;FFH; MZJ!KQ:4F@=@"A:3%7-*Z50/=T_ W; 9OS$?DB'$V@MWW* 9_#5]P9[E4MM$6 MKD %4VL$4X)8$OG;S.3:.B-I-X($T07!OW<7\O'8.R:==" 0AO8Z_CK-X?SR M'F5$I0J(*.GHE20U7^<@^42'+G$0M#"=O(Q+'SIXH-Q>@XL>Q#D"L_?A+*[P M'S5;]^H;_?&1_MEV!X5B?4H,1!V"0XZXA6"8!J&D\XZVD$^-IF_>3M"P;^N? MPK'>AR;'"@[]BNL7VWK.B6/1Q$RN?_*6G4)NH^JG[O MD?QQL.Q=KR/ Z*9AS+:X>,]!45(4[SV@B9(" @H-0I U2R94]):8OGXT]]G: MYPHMOW?GM!\\'JG#H4_>W:RG#XNR_JWJ!6D3%1\,]X00E^O@'8]A^>&.'5!\*&8%5VS?]FS 7GER- Y*LO7V>+'XB[ M$0UOIB%.9R1A/ ^WC"XZB%P 4<@Z'\_5YQP,A+6A1,^]5VV>[3](6K<4-_M7 M!VJ_*AX!9E_NEMT]6]]SD4J6/ H%.?C:]AR1I"4R1&,%.DZ?$QJ]+;Z5GF[H M_)>]@>E1F4,G>2[MJ,_DL93%LMX3S1=KTM1Z4?872I^J4/?>M\RHC2(L15X; MG15MZ:M(.S!&EM%(S-?G:=V1!3I@\6[(_->^H6FMTQ&8T4U8>,MIX+3Q@4Z" M.J*$@Z)8$((K'*RD,\+0GFPUZNT.@KK!]5_^YJ8/=8X E>^6"XK<\J87S:5K MTHMA$[CZ%2D.?!%6G[=_CWE"1T4T(@:P*290W@D(W&4H*@MGG9>VM&F0=@BU MW?#\+W_STQP(8VVIIN;37N^*1>6FMTH;*G]AJ7EKAH,J 2"YHB M;._CYLV$ B]R JV1*55DBJ9-'OH68HXU>6\68;[Z=;'&U<=ER$B[<&/++ZUT M6_>8'+WVO$XYB3J#4L+5BP7Z2N<842N11)M$YT'D#MU0[S@$7;=-[37V=(P3 M[?HC.O_<^WF-#-5=%# M$B'C9&;:)LC,$+)%+6-+68+/L63D7*;2YOW6T:5?)S4^C\'#HTJT'B/_@VW, M-US&15]7(K/9XK?J@?ZR6+Y0?&DZ'>=)J,UB*8[)(T MTO#[>Y,<@:M.] W=O[-GA/6ODZ%S=#?)K[>*%*$8RUDD"=&*=4(Z%A(3)I!9 M.^U"\"[SA\ZP^Q88?#9S+\#H381C=6O>A'E^?D:RI*!V]>H?9].O-3:F'^X+ MQ0Z,P#I];B]NSN,YZ,G=>5>'-BS7/][-PKQF$,[7OFBRR;EWM4)3F4@ P5S M%2G 8BQU.HR3O$V7Y0=).R[MWT'B%\Z_YED(@PQ8Y 54X0@NUR>RO&;C>.)% MY$Z&YE'+#NOY] N-J_GY9L)_RB9J\R#PH#CL$9]^,G-U&SB38*IF=%Z<(%+^T5J:PUF2(HY4"E;\(YEB"[K9+@( MZ-O4?#Q,V]@MVF-PH<, ;!RPC%<<5YY(&%;F[YX30,&]*U =HIU3(T^O8W6:N/B]?S[4R+ MOZUJJO;:$Y!K+!;4C$(D"FJ5B"16)X&"W *\U$[&WIH@;"?D';;^L/%B0]2= M0!U#(^Y%^#I=A]GTGYA?+%;KU6/X3,[PHATQ)NHX'98*!$$.JTO<SC:9T M@MT11 S[(K$A]DZEF#$!<+8X(V:_?#VKDZ4W7%]C3 G.2)X*-(K:-H0;\*F0 M<%-P.9EH4,E'(^ZA58=]H7@BB/4J^J<5?H#\!E;[7Z?SZ9>S+SO":P-E MY4*$E.MDTYB)$ MEF5(GDE0HM0,JV% !Z3,W#+A_7U#EAZI_LM+#Y-V[$W]!TMQ'$\/;C\$G_\X M;W+,;&&QT/F'WB0*W;0#7Z0$)[G409ET\IN1_Y^\-UURXTC219_([XU]^4E1 M4H_,*)$FJF=L?L%B\2!QI@CP %5L<9[^>J#V(JHJ$\A !OJ>.<-AD6*F+U]Z MN'OXH? "# M4=?-C1IBX1*DY>TRY3='Z/0V=7L(>"9@C9=T!2FXSI3?4YQRX#X1L M\@MS[3$E^^I, ,EVPQJE4ZK-,JK'='1Z>3H16HZ0>0>(>8=ABY_7%_FW+U\W M9"NK8&Y-9!$A&2$*T5ZK N)QHO,P)O@O-,62VE3(/H"49U>ADYE>2;21@? M^O5JL]IU!I.8?EW^77]WRPD2']+0J8NH:MDG>7PA5 EYK3!&R3&Y)KAZGJ9. M+T G@M5$NN@ 5;M^S@>7NL]*[C9AXFW2VF;(+-14!];-?SX!,IUM2D&3-)M M;22A\\YL;8V_EEKK )1OUZOMY>8J577]MB+F/I'^;C\P$1S/F0(+HT0=A>@" MQ;B%@5:>*R5B$;E-9NHEJN8=T-H:;I/IHP-L/2NK=W?3/&3TR@5.4HHA@3(Z M@TOD&$@9,XD)N2\GSGV^&[7IJ9GG/V_J\S %=0"Y&OXN,H\B*UX'KRL%BD51 M;QH:3[J0(WNR2Z,$F\'D'A8E_XP-/G'9KTE::!@5E+( M2Q$N<53EXFV.$ .6>EXKZ0;=RAV<9MA+5J7: MQF(T.(9T;MM0(&KZ:+)TF1N%5I83EZ@,1]?I4U#3H&M"E1P.L/5EN)AJ/97W@N@M):@-*UWB?*3!]6I/BW M6)6LEXK+1M/")N)@WBU!C4$[BYK'P]M?PWN%GRJE?[4WHW_@Y2)F$65$#5CJ M#'GF$KFJPD(.(MC"T*!J,WS]):KF70@TEPD=JXZ>3^A_;K%<7;Q;ENK,U [711O/S0@B\$1L&%#6"X M)7]#: 4^Q$0_1B&+4_6:M0FV'E(Q\^*=QB Z6-X=F*='EO',KS9;&J[TX-Z;0K4=SW2O]7Q!%]N%5K'-]QSO4!#7YMQBOR!%.H% M+GF<67GB63B'CC@7;<9;'T7VS!MT&N/U=!H]YUD<#V;>W/YIX_$<+[SQ9!,[ MAG)]NEFXR=J(G(,.AN)6K#.SM>)D/HT+D0OR_]AIO>^3#_%P3A0Z'CAX[DD$ MA3D(EE-,500)QW1!D8)9!X87\6"P1(I<> MA%#H9-(BX[")N>?;NSM*D\-Z=T<(M>=#\#[0(J$847=[.^U[5V55D2MI:-@J$[Z M4)X1&U(05R'SP- 4'<6@$_#Y=W1?ZGT(5J:4:]\6J=[H%F8=RY8.S>R0F-5TI']N4\H?L.+]4Y;2_77^C]-U5_7.LDL-:J& LJU_78CEP):U J*R+]OV&;H(ZGI?MZ M\"GLV2GTU)?=&\_Q@JO@K:38291(L9,*&:(G'\ :*[TN3E$0WMHLCB>[^\+T MB:QF8X7.;51?W,?PL!1P84I(@J.%Y (%7\ER",(8BL5D82&**'@89#L'O[+[ MXO2#360;J7>-I=M"JV^XO9E4NI"6B#>&@\5:@U\;9*.OXTZE9S)Z0Y]+.AY1 M/[ZX^[+T-K@Z4@-G@Z[K,<@++3UYL3)#,B(#V5RLBV,$H&-!9R4IP([3HNOZ MQ=W7C[='UP$:Z,N+>QHJW73'NI"2*1XRX\0/)D5QN5=U=PRFPF/-@9\Z?AT> M2\Q9)-XH@AVOEKYA]J [XY$3H#WW@6M5CWX/BH0(#AG]8A&YI=#=-.JI&4]K M_V7DK7*Z$^AN_E+-XP/XY^20D(?LM820JZMA22)1B@2"EVB9B#)'->@X;D%= M_W7K\V1CIE!F?Z#>LR5NC_>"*N">=<(GQ3&;MXPLSD"_L6_.0K^Y[R=+)ZWR"%@PJ$'6^= M!J.2SP9#,*Q-*TNS>M\!W]#]U7(NQ9K:/VEDB<2^,N"+$L"39DY2K&_*%$M& M>[_,/P@.(XS680*?.YGR,D\WES#*UF10!!%K R[R.LN )?)\8+N.X!]U*167/&(-E8'@9S$DK#>,A= J915R7D5VFPFF+*5<,9] M[X=@KJ6.YJ_ ?<42/Q.L8'"R"+009%V\ZGF]CO,"C/'!Y<(DL\,NK@YZ?:?W M_,V/Q0F4,?LA^2-;M6:&ZT 6.QD0&FM5/'<4DT@+!5%'K:0+P0_#T][G=WJQ M/@%@CA?GW(AX".5?_OZ*JRW^NMX\9FR117!,*0F(9$X52QEOWPOTAD/]%_]3\+1Y9/ MI$CVSJ "E5D!S[P'=%FY9 NWC1IG7Z9KWB3C$4CX<0C[9.+O("5TS9&90PRUL3.1B+AFJ%B;N1LO435OPG%R($T@^K[/E[?K MO"S+M'O:7^NOR^24V#6%'G'RO/#,"<^DH92W.:U*(EP%&4%;0X9$,0N!Y0PL MH/;>%.UC*SL^[6E%3ZM>U$YR]P!G*F5FE8!DR$%3@M6;Z)3 :ADU(D&\M&DI M>X:@KLZG,;K?NR3D2('/'1%=F\:/5U]O9Y!=_+8JZ\V7ZT_Q,5^..SI5BX)4 ME*N5T!)B9!&2U]DR$5S!\II5&?O2KLZ@0\#25,K=N#6/G;1WRQ"7%\O+[[^' MRZL-_=\G+";,SH9,TC,,28Y<@_>"@0C6%<8]YZ;14K7QQ,Y[ S:IM6JKJ ZP M^-##>Y6U8H7#:(!L<@+E@P$7B@61$_=>HW4B-L'@""+GO1>;$'NM%-.W/W[G M'QPSR7+_DR;TO5^FLI'';7AF(200&%0=$2C!J52W?Q@TR8D</+G2YC$&64"#E"FG+/82Z]H0GSEQ)A4G?ILIC((%]>>0C ML/&2G9E*(9V=:[L&,]Q>WMSW+80JPB-G$*(K=4&T@5AE9KTG24KC.6O3&?\" M47TY[1/AZ1C!SQWE/>2CFOJ% %16DQA!Y&E;X^O3) M?;G+!ZC^>'EUL*GJL9>_XT!:9AD+'DJHKKP/HJ[!U1"2%[:$;))LX^_^2$M? M;NT1YN%(,7=PLGS\3*?B7[CY@G$MT-EKZL.T>P:28!@8^5#25I,HM0-OK <* [,I1ID< MVDQ-_(&4>>N[)H3)<4+N "4?KXCZG:]$028NO-,^BR2A+L8&I7*$P'D$*8(I M/O(@&FV8?DS'O+5:4YJ1P\4[?X?I#[D"B9%X-[5GHZ"$&3D0$S1,1J0 MS&&;L'B:IOK[+#]_.O%^E]'9\^>/FC*B^N7:&R3.U.V MMHZC 9?(9U 2$9RP%D((+EE7ZK%P!KFSQ[[SA_!]UVVS2(DA&HW :SY&*<'J M/!P'CO$Z[SMNEJ'D9?5^FQ8T#50!US9\KNOI-;R_XK"?#N M#\,J/^1YD9AFR9:Z#C50$!>SIG.6&Q V2YOJX \Q+(TVZK5=Y=@.P4]C27>0 M@'M(^X?-PS*%BB@65VM\]_T!65VFY MJ&?M2%6_1!/AWO.!'.CB"ZJYS?,2@\E>+.!*-[2T 6A4O&M3 WRQM24A!\ M(6Z5\=+2G]E&4_L.)KFK9&-K?!ZOM+XK='X*%Y6_CY\1+]]>A.WVK@K]Z*3# MZX^>, TQDH]&35_9Z2B2@)#TKD!,0+1:@&9%U4F.:)_V=)]!8N+)5[+@E@?! M @>#,8,J@=7TF@?CHM&V:,&Q3:/.BV1UE:88@X.7TQ3'"+^#8_&9T_WMU:9* M=>$B2Z$F6TK]1;DZP8_D!LY&'M!H9WF;RIV7Z>HJ.S$=EHX2?_=@^D@:VG46 MO"_79_:2(I[U=GD]&8*L_799[Q67V\N%+L&YVJ6O4EU#J2.22)D'3)HK5R,@ MU<;EFHJ#>8W=E*@:!=A&*NX7VG^L5^E&JE%*Q0JK[?]U^IO@"ARYO.!+70QH M+$7Q;?K)7R6MJUQ< VMYH!+Z1=6"1&%RITJ[-4#0*(%WEKI]ZH :EA/SGD-.L8K'U#4* :%$YV(RSGELT[CV E%= M);&-NC[5S< MM,G -!RDC33;&9Q_\'@]IFA,,L $DL80<4FTTE!0SL1# *S21&,O6GK#+?&38>JJ2Z,GMXX$* MZ!]/(SZD9+DJ.0KPME[2R13!1ZS%Q;6'WNJ:(YH#>6=M* \%UCC0-M)RK_"F M8T>@E)F#UDR#RK$.\J-3J%:F%EF$B;Q]>_RX?,RI>@(F-XVCA-UW?\!-V6E9 M3S->X^&3IAZO\2R5;6[BI9,V%,^@&!5J)XD'9RC4%KR3[*5'W"3JDU619/#&"/HDB5A&R5$KAC%^5;X MDF1TV&:0WUA*N[JO'X.6EW.^$ZNHLP-K '<&N4C1>: @BM>=CQJ"RQ$B&K+6 M.:-J=+8,\ M)O#>6_ &G;G4M0Q:B1A8,<+.;!(\%7!WC7$1-/0>CA!ZVE&KTJ[NZKFH)I2,DWGTPTZ-S$4\?-&$JXD4:&PTK$%$D:Q"4R(H,ABE 9TP!)D2)H2[\Y6TNAUMF M(F[MX1*WMUV%/U_AG^L+^N>?;H5\)P(*;XMW*8#7OG;+< HZF$T06:(35WK& M4ILJCB.([BH_,09#PVK2IE=M? MZP4ZB\RI>@>G2*:.;(3?K0C2P<: W.0TPS*!'PF=-^G6.VH/T>:Y@970APN+ M)8GJXY*OQ4!EF<&)XL!%%ERV5B??:C7>2%+G3=*=!6!':_3,(/OK^FJS$-(A M(YF!H<^/S@]OH*Y\!2.%M77,K6TVK'\6YX77[#1=#>&&T" M\-U"/Z7K*.<=1.F\"\2SP.E:?9X37-X7>><=D-JJ4NNN& MN-7D[<@ NWGS(>I4K([&JWE!^XC<>?.5O2/W<,V>$7Q)DH(SQ@5@L9&.D;I# MQ21'.*.H,@>>R?>9%;'SUCCW#M)1^NL=E_],])SGHTQ0@'/M8+ MEA(X./J\P&AKB,^LY0FZVH?3VU7UXC&74R=05Z>@?/&^ IE"&WF"Y"S)52 51O+RF\8"XD+<#CKD]64S3' M4=?5?[(H6X0_90=R;U=-'0+S$,6="QYW=Q#:&\NX<9 ,4_6R3(%W$J%X'Z4U M0NO49BSE8!+GO4WJ%9.CE7)^-)&FJ0,)C_,.H4DZ-5=RZ0K,E8%-GG9#08'C*HX.A32R$"HI>)!9O1Z/D@.?N=4*^0 M'*NZ,X#DXTL"9K.@_TGT@4E&$A0)@A<*1$9K0DZ2AQ.VP/=Y[=,A. ]7XAD@ M=.&E=='$!)9>7PNR-#@E-413,K/!,A7G,9;SWNQTB,-1JNH5>L^F^HLK.JJB M@(5<0#D6(;B(X,AK5M(R;<()<=CGY4TOH)Q$B;TB=,$SMU[) )P%33Z(-G5X M"D)TBA>N)=>JS7;*PR?5-+NKZ05QHY32:Q/9/];K_*_EQ458Y=_H<:M/=<+3 M;JKH]@^\/*2;[)4G3M)6-H;JB?K+;E_YYL=7UHD/%^OMU0;OP"94Y):E )&Q MNC!$>/#966!"%\E84*S1S=8H,H^U58->]ASIT:MH?;.T]K]%>BG@SIH!SWW!)9O'P>S MV#^E2_*)9\@1ZQ[!&A84AR ME^20&,;QBW M.< :_R-,LAS%B43XG#27: HI+,GE6Y.HI1IT(2(S- MZ' QR!AS" MH_71PP%\.Q/[IZOM"3,Q"<">1E MY$@A61MPO436O!";1/%/P329%GJ U#7M/Z_KH+R%-(*.<]*PB'4V:"Z"@GD1 M@:+L:&1VVK,VJ:)'9,P,F>G4^Q0X!\MZ[C%RN]%EFSJ"_S=R0,@@+VN[RHZ; MW_%+Q,VBR$*>I\L0%4:2"]GIN!NK'AQ#YKW,(KWF/@U[U MWW 3UU, Y!]K>M2JDO\1-]^6";Z(2(5,K3>49R2 ]G=2&$*+QG9 MTRKA9W#QW!OF#=HF@L,DXIO;2/RU":OMU_7F6OI/& EH(D-1@)4Z?TD&A, Y M@R1;?.)5SK3[M9YJO+Y>H*\TVKVGIU M?2@SD;7-KMZDTLFLL@T0!?W(H\Y2.ZD5;^.VG(:_F4U< Q>Z0UQT\+6,8O"/ M\ 5O3(WRPBK&''!59X8E86K=4P2134C1D A\F[K) PF>UX/K$7OKTP-A;F_A M]V4.MZ<:D:=$$&1*Z@ &Y>FL="@]%.ES"BXJ^[39\1GGX,%#YP79232XGD"< M'9B]VV/E'47;O]%'N5VD:%D09'**"I9B'^Z( 4^NKW;HD%E=XZ3=$5QJ;=VOZ\V_PB8O7(JBY%R 6U_HLW&>G&WK*&)6],U0D.1B6\ \ M(*:/G/J!ZGT&+(?*NB.X+$R*,FL?(*@4Z%0V"<@R1K#@,4JN!^.!SLKE.I/3MKF<%!4D"5Q^6EVO:$[?=['WQ4XG_Z#C^-UZ MNUT$Z771)0&&*B2L>XJ2V%)F1G,I0IM)"OOIF=?G:86F(V0^'CG^ M&CDK_$119MWW,O5A1GX>8D!%T4$L=24N>8"NCG0(VG#),,M&BZU''6;-NL:; M'69CY'KD8?;+*D^*"0HU"=%D#A1 UD&;R7MPQ=<%W=%X+8/,V-;+V9$Q M;P-W*W2,EW!W9P[F-RE=?;FZJ';IB4ETI3!>2#J983U,(XG(606L!&T+UB'N M;:'S*HGSMEZW/9FFTDP_A]6NDNN>D[>?P^83;A>2Z1!%U& 22A)9KIO5G 5> M@A$BV,!EF_;!_?3TX3NW+X&;0!OG6=?[](_B]]_#_UEOWEZ$[;99K>^0EYZ@ M_GI^4<>J!L<3 M\%KVHRQ3=*!P"\*4Y*T5@8DV >%P&OM(9DV/K\-[)49IK0/'\.4Z1ZFCR"9* M<+E.ELY10"P6Z7#00:;BG6TT(^HLBHFGQ<*H^N(QBND!98^*HHJSW#BI0;-" M7R(/&J)$ UQP8R4W#Q>___^SOGB4>E^L+QXCZ[F+ 5XOAPU:A*R=@^PI\%&L M( 0C ZF:?%X3T*>GS0W_#O7%HW0XKKYXC$ [KB]67!412EW&+@0H5\C0&FN MN>A38%Z'/*QTY!SJBP^&PR3BF]M(O%@8JZ44)0M"\NZ66V8+OM:\L"#][L2- M9IA].)?ZXH.Q,)D8._ N7O##?GH0ZNY.5JVE)A(,*,T"\<<+!*X-1"Q!L*"B M:;0B=P21O53Z-O5O6RFM;SS>,_:@W"_;S'E46%<#2*AU6Q"]JZ.['%I62LOA MT&,(G7W)0QO # ?FT=KK )QOR0]EATH7:;5$0%VWZWGOP%N6 MP'/,*)-T*K;I2!]"72^EO7.=M8>IJ6OH_7.+Y>KBW;+@@JG:?!$,9&OH<_+U MEDP'"0F]$6[D!,# ;=@0KJ '1/);6K!?GE[YN^CKOZH>!S MD'4R@*-?*9XF>^Z*KUOS@BL4E^G0:)/A,/IFWXG4%G@-E-0!]%X0VX.2D3=? M**1?_N].F0O%F)68"FA;.12*.*Q#^,DU=CYDEK5L4QXXGM;95R+-90LG45[? M\/P#+Q=6RNA*"&""L>2]. &QBM$'+SSC5CM_S7Z><>O1;+ ;JY3YD_\/ MOP[\^RNNMK@NRSNVPHZML,I?-^M\E2Z_TA>UNMPN/!?116/ UHD9RO!"'@;] M4I(607AOD0^[&CCL_;,O,6J#L%-I9%;8#9#BKU>7M<;D@2!^N1;$7=E)BE8) M3Y]6*KK6AL:Z/DS7#'T*42I1A#IY=".&4M_R3*V20T>1W>WL?7$^!KA9TZL[+.#]MWB6^Y3 MB9D"O2(U*"5L'9Z4*0),3 0G!,=FBVO&D]MMK-X3D ]1[7GB=[H]2Q3OUNI&"CQ%41QR'62G MDN/@,/FZ,#+J>M;XU N(N]B/?"X8'JW<\X1P77+*2U8Q2@/%REHF1?S&^MT& MZ;GC'&.))Z\E>H'>;E,1W4%XK'([@/#;\'5Y&2Z6_XOY[?K+URMZ\L=UN?P7 MZ::F^@1R9Y4QX+/DU;,OX&6@:%E%G76Q0:4V%Z$OTS7[]MJV>88)E=)KU^6? M2)_H5:J;+5>?PBH_TU[[B(MAK94#GSQ)_^0A7$S4)/GHU6]6^4^\O@M*E\MO MNRVB=T;0<&&-2!&,Y!3=:!$(+H29(&/P K,TOLTW/)C$8XW8JR_:MP60EY*\ M\@*BK'U]+'@(=J@W6GEJ]YEJ<\%)@%FMX^%;' M4<\_H65LN.5Q.&9U";S(8$!K6>UZ>WG_83%%7ZOG&01:#^19((1$;JVV%(0Y59R4;0;7'4#L MN5C',4A[OI6\C0X[B$6>8?%>I)6[[3U[NCB5&>YBNG1=VNHX&C I>V92T,FU MWH^%5ZUVY MKQ)Y+@?U&&0=: E'ZZR# _H10Y6-'5,[!^1FO9W/RG,++(AZCTJ!GPL\@2S! MV\QTMJP-!%\AK)?!+Q,#XJ7X^4CM= "V:X?V$5,WS7/.5?RZA18Z@-,OY'"MOR-^Q&^XJ3M[;CHG4T:# MC"'PZ'SMG*PS+ H#PYDN)J)-ODU9SS,$S0NEB=2]GE[V'4#H[7JUW%>DNBN6&"6U/JU1XP9ARH9#R=_3+4B:H\"U68Y(T*#/>1,V_Q M51L '2_W#L#S\@0X$HXM->471!+7(WAB1+*K3&JLC8M"M*F[/G[RX@DFT[1U MP*?33 \P>S0OB@=KF0@(B)E.:DF?1W#TB[;&*60F"M6F,_EL1B^.4N^+HQ?' MR'KNJ6JO3PI,GCMM,$(JM:(ZD(_GZ^AQ1=8Z,&=SUD].M7^'T8NC=#AN].(8 M@TOWC83.AM#O MS-OUAM!/'MAMR)^L98J,9B#IQ"@M.!');@J>HVDSE>$9@CJZ>#I,U:^! MYP"YS^WP_APNPUN2'F[>KE?;]<4R/TQ5%_+0BW$!O"$1J:P31.Y)WT4PFX1Q M NT@C_?%UW2&BT.TN&XBTMYLR^/KVG=W[4/20&V:Q#*>C(G$T"A/6IM=*; MV;L1WY\/EJ%R;TS)R0)&13QQD\!'GX 'C()'HXIMTW#P"F$=56]/B;T6:ND4 M98MDI MALUE Q?M9MEM$-&@*!I2U#M[*R!$BU52W'+.+983&*@N%@^?#$6'R+Y3*_0F MI*U:X92=H8'B6OGGS M5:>V5$?J9V[G_A%+Y%.^O?8I/^PLX^UGQ!*KOD &H1A]1K)0 !X*?4:9E21D M'8(F!SGR0]XV;Y38 CYM!'TX;"#4CQ P;D'S8^^>]=SD-NMHH8SS> M_#7>5OBIIE?^:NRL9UN*QUTMKZY;%>I^!?IT"G*FD"'!YP0I]C$H:S;0^/3. M^@C9'^FL_[+*QYNNCY?UQO+3,EW6ZHBRWGS9Z2;5!.!"BSJ]TQ>P0150$0/X M4!QDZQVCHSO:Q <9J)?>,N\DJF9F:#+!]MJ[_?'JZ]>+735GV'S_=;D*J^N: MNSM67_T/'G,XK*%[@K=.TN4]-?='MGY?0^[^E1?[WGC7G(LN>)<2@V2R <5\ M!(^Q+CF/&HOP#.VP;/30-QYGHEYYR8-11EGI4J0#)5BJ?*4Z.; ]W4GI6#T MG>E)^)IY;DH[;3\V84T$?[;V[/#A44,??1K+U&!DU#A >AT-FI!!"CKXE(\. M@L\<+#E)-GM&GA/KT_R4VYP8@YQY72&5.+A,Y[O, MP211?!1/$YT#.!SX\G,P26,0\*Q):J&,LS5.UY'M=2+E>I#J$5-SCGC;:4S8 M0&Y/:M4R2P&S5>"+K)NO2X28*NI$RM+PPH1.75BUV]#GPP:_AF6^G?A\DQVY M%N>-;!>!9:RKNX&GPJX/]J"T@.!\,2B3H&"H22IA ''G8.C&@.)I?F%J_71P MJ_,;Q;]?R#[_C=L_,>'RVZ[$2",+4@<#R=4-.-[X2K\ )DOMPY$VAC;7@GO) MF>=>\'2P.EX''0#I/\/%%;[)9-N)D7LV;C^+HEWRN4[--:6N[.867"H9O(M, M^VA,:53[]S)=\UP'G@Y:$VJE XSM4H/+5,LAP_;S+1-*.9&2-_5*BH/B(H%C M*8%6-A;#K,"GQ_R4R?6GY,QS0W@Z1!VO@_G7IS[<17"QOKI92'!3C';+DF%< M&^^*,V)83#SD;?/<_+5'31MQ=V"*'GA^OR^W"2\N MP@K75W=NH,I,:6LU\.)2[5[-$,@CK$&U5$%9866;\KQ7")OG\N]TYFE*O?0% ML[LS.VD91%T'D)FK#9&U[E!',&2"8U$\Y$:;E@Z,]R:_*)P%3(=(?[(BF#E3 M5^^6(=8!4\NCICX?^\K3)[%>X_O(3-9V4^>BT -66\Q[:2D?=E]!/2S#ZOO[ MU<7W^UTA][M)R+NR07C0@=&IJ8* F!V#$*-0U;O795!81>0\, 3TTU,C, V] MTYC#6M1(7]*]@FX_3J^3T0))&M*3%VI];9\3&AAJIK-!P6.;M,7+=,V3%IL! M8?OMYR3JZN L?D?$?]I)[J8JY9$ M?HZB>1)F'0!N$A5U +7WUQUQJT_O,- C;SZ=[[?<).;0H=;8!'DO$#5/QJT#V$VEJ XP=^,D/+@)N65$BJ M"PZ*K=<@)C-PPI&[ MX#-W@OF4<;%S4__Z'%9[."NQYHA, F%* M 24\.0[.>7 IER+(A4BNS>7"GU@L?IU=@!0*]GVUVM\N;[GKA)&B:2 M11)7DH)^*1P"^:^ 6?D0+-/TO^W"W.?(FB<9V $,IU-6+\C;PX;C1LAZH\?1 MY]HVZBF B@6,"0:=="&Q-H[?,P0-0IO[=T7;D0HZ[\3TN_7J4UV7<:*BROVO M.V%">@"_?22C0PH%Z2 %;C/%' 8Y."XY<.45TXEE;@?=>9Y),OKAM?;N1IM. M@76Y_!>]^0\D:60C"RI35XVJZP$V'H4$$4M"^EA+;E3Q]#)=9YV,'H.P'X;! M3J>N62M8;OGY^>;%N\EPBUR'4 JK(,OJ9D26R;?E&8J4Q(KWP0S[]D:C[1$9 M9YUX/@9.XIW"*.;D9)+G*6PAE+,JH!M J%PB9G M-21K.096M#1MQN._3MM9YX2/.?@F5EM?0'S !$:?N>>ESMLE)E(=\TPV"ZR. MO CAM3=MQIKM)>>L4[X3P>U YJ^WX?0BMO+#^'[PV8,@=S+G5PD)Z^Q M[K^*HEC()8C"N;3)M+GIVD_/6>=SC\'8!.HY[Z;EVX33*4L_7WCG#*FV\RC^ ME%9HDK(%&02C&"+4NI*,9/:"34%A-&Y03OY,\FT_7C\_. (LEIAYMH"))* $ MUQ TUOVW%$HQ^O:];;,C]B6JSCK7-@9=KU<*'*BJ#OS!VPW=_[6\_/SV:GM) M'-W=OWQ_Z.9JP8)D$H2(M<30(GAMZ+C(TL<<(G>J309N((%GG9L[!HPM%-@! M+O=5?SW@1@F'J60#6M?[0":1HBX2H!#&,:_(21YV.$Q2J3<2A;TF (]!X83J MZ@!\^VL>'AKYI*2L \=D0 VJ) DNF+HU*R OTG+!V]1-O4;962<-CP'@I"KK M!8+[.4FV9)93!!]#(DZ$A9"$!VZL9Y)KXWF;&3G/TW36"<*C87>\FN8>*#ZH MAST;YGUB IPW-0\5,\3"5>TUKNU,Q:;T:K@\[&M]C[BY=77ZPHO%AP7(3C01EL*U\GT1TZ^AI'2AQ"9ESH,LI>'O/VLT\IC MH/7(@#;7T]SG])LOZ\WE\G]WLER7VTSE(Y/Q]K\_7%QM^2*X8DA:2 =%\J < MT^ ],K#.H4@NVFSS(/@-?^=9IX\/!ETCG9P-U,3"%>N,#,21T!2D1\'VCB=G W4Y,(S[5QVMO9!Q5K&0Z+C%+N3D4:1DRG< M#*L?'?[.L\X&MX?:.)V<#=34HO@LHA8)8A+D%T1+#!*'P)13T9BZ(&5BJ*FS MS@"WA]HXG9P-U#3Y!9B#$Q3**TSU6ME!C-Z!32)*)(Y='#9'=O@[SSHUW!YJ MXW1R-E S895_PN^D@85PW'I+O@$&5X=>H@+/F8.C@4\%G/W+S_K MQ'%[\!VHI0XN7!\U4-[S]9#S1?0F"^$,8$V**LM*W>P30(0B;1!2B=SFYG4 M<6>==SX$F*T4UVOJ^6>,EX=DD'?_;I)$\(\4')G/O>\OC9=[4(&!:ZV5@]KA M0%I+Y#PI'\!IR7T0B9E&4\;WTW-\2_/#I][O"]-:1@Q9@(NUGY9'!:[P.BW4 M)&T9Q;^-ZCF>(6B>!.R$6/BQ??EXP4_8%-_ +AR^*O+!OY[,1C18^/@*.K3F MB4N>R;Y'!H0+!M%(" MN\)&);/W8&SVH)!^YVSQ@#XI%U76D;>9O_$Z;5W:CS$(>6H_)E9'!\[N/4>_ MAUJS6TO7WI?;_J"[;_@!?X93T)AY[3RL S=9@E!\@2PL9RQ(D62;!I2QE,YS MD7,2\#50U=S1_SUSMVV)]]L';__DMLWF$9,J,94#4Z"5H> RTR'N=0C K#,^ M*$D?X\#EEP=2,,\M3@.CJC6>>Y1D[E6K]+9UL\JADM' MKC@0DFH)E^)U]$\"SI07R4LA3A*J3!F1W1_G.V@O D\N26L@N%K[*+("GT,= MEU48+T+)$MJ<='N(Z=*3&H.!?9'8,0+OP'5ZS,*;OY?;A=),6U<$<%&7XH;H M(1B'($2B/Y%:)MUF, <*/:YG>/=J(9U6+TA/X"4 M*7['+Q$W"^9LY"$:*/3U@#(E0^1: A:N1"(G7]DXR/7=__R><'"HXM;32K$7 M(/QTS8*\84&CP&"8A>AJJP93!IRC#R2B8D@?CI-E6%?#_N?/'TFW <(14IP; M"!]QM5QO_EA?XO::"77#A&',1&,88!*I-NP0_5G4K6,Y*R8\9Z7V\N%D/MKUA1E9;I@V"X=P1MA-"*(4X(J,7A:'3 ME+5I4W^1K'FJ$IM@:7HUS&UB'B86KV_N;P],8:RM?CSSC.QD)$Z<\X%.3:Y< M)E,9Q+">D.?>,$\%83L3,XDDYX;#G??T\\Y*FAL6N&$\1V? >E5W?V@.4=H$ M7'N1"-99RV'MNON?/T^%WPE\T,.E.#<0'AR8UTSX&R8P>ZF$T41ZU*#(=ZJ3 MY2.4Z)R4 C7/=JSK\>@-\U3*K)SFY&'[D""08\6=5$[Y8=,B7GW5/)5O[0 RK6SG1LI= MV/78]L7HA$(I(#!;:OQ-OZNWYD2A0AY#BD&/.D%^&G^"^//!Q 12["!:>8>7 M]+#WY1K<-SPDIZTU%&Q97P*=@BH"_4N$++S5CB=DILV%RSYJAF6_V%D 9S*I M=X"%"!'"V'.4%*1 $+Z%AI-,%T#S7S9MF/U?"+@#E W'/[ M*.1QGX%. <(?>Y# MZ=F+S)(\BXHSR'7*NQ*ZCCJ6$9)P/ >#,L:!%=+'7 F?# N'J&[0A? 8..Q-G,Y&N!C0LG.C9-GKZ08 MJNP]F3S<756K"O;"7157\4X6I=2P\6A'7>XUJP5I>(@<+L<.G-''#OJ[Y0I_ MN\0OVP6S*DA3-QJ).AZ8T^]\((MM"]F>XQ(6+,2>R#E#09%#6)W#)!=".&6'16]ULE_N+A/54^'R@\O< M:BI-= "LZ_$RN"NRNY\J3@$>2N1U!P(2$S$P$I#,D*62+!K&16FS-GDO.3W= M!$T#HN.EW@%T;M9?AM7V9NWI@H[X+#*=[)+7L"X3%T'& D[Y.DK$F20;;MM^ M2$I/N;AI('.@B,O'OER*OS(D2( M 6U@GBF3V]P[OT153Y[0=(?7)#KH8"7VPU+@-ZO\3+7X0CB4!9$.8.DT*!1T M'F-=T:AS"L'K$I5K@JQA]/54H#T-QAKH9>Y0_C:DS<12%6):KRZ7JROZ=-9? MR0/<,?3E;I#(!K^&[[M1-NOR=;-77<%'_Z7*UPK\O+_^%%]_P"SWB\W;A MK>19TD&/N]TP2D6@8%8#YZIX^IO"^;!443,2>RH;/PZ@':FR%T#_?".%MW=2 M>'\GA?O).'\^D,*'6RG\O)/"?V/8_/6O]<+Z8'T6"D3V=1!S1G!6D2Q4$DY: M0JL:5I@\-64]%;I/"-]9%/=O@-H;Q@F"Y#_[H)FIB_Y$#J!*D$ .D*TMRR63 M8H3-P_H[IZ6KI\K[/A![J-+^;?#ZZ_IJLW \Z(1*0?3>$.>%(KW@&8@8K3(V M%QN&W3U/2E9//0$]H76TROY]P+K\A@N;$_E#A4-*G-KO/M/ MM]NK>MFT6RCR!UXN4M&H47(PY#F#,LY!3,I!BM9+5UPB<9P@USZ:\&$ /:M+ MG5.JLH,KH(>IX=NUZ,A",3(4,M]<@A*UXUK(NIA0RH(^LO)TC7B#_/R8!?;\ MK&Y\CA7YW"?FPT4T%^NK7%?>7)$=_U2_@3_6JUN>?"*T9RO L>A )4ZAEN4) MLN3!%!,#'SA)9^ +AT'E+"YNFLFY XOS8;-.B'G[*TFP2FE[V[&]\(Q'+XF' MY'S=7B1J>9DVX PO HW5VK>Y<7Z6I&&0.HNKEFG%WP&.*O&WM-_5KH>_EU^N MOORTWFS6_ZI?2OA*?W/Y?5&L+3J5"-S7N0*LGLJAD,10%L>MIJ^$M3G21E Y M#&UG<3/27$D= /"QO!Y6''XDK6'^@)M4%?BI!L2&H7<)3,D"%"8)OK@ !95" MA@ZQ4<7#\L+CD:*Z@#Z/TC+%?;=Q0HD_E>_?)W=0JNEMO/EF[H1XXH@L$BVVR*>I6T84 [B_N)-NKH %\_W[SVIBAV M%]Q>)V88#['P&,#ZNL%RM^TT9@-)4JABE=1DIQM9LF=(&E:*?!8W"-.*OPL< M/13.S[A-F^77ZW6I_QDVRUHS6\WQ3V&[W"YRCMH)LKPF!^)-B$ G?QW28B*Y M!3P*[MKX:&.H'(:VL\C]-U=2!P#5EY_17Q@0\0DF%%* 'TFP2J MN S>1@OT34G).6;E&I6E#B=R&/S.XD:@M8IZ7L/UF-L'[91AE6M#P9_X=;-, MY$8=B(X712LH +GD)17KF>"J*LS;72L^2-'_SX9%X&&*]Q@N_ M@Y-RSV8B0;;5UX9^U+QN0#,,@M2%K&V*+&EGA#W%BKCY]WU-I.37MWZ-D7AW MF'DPQM6H:'/D!;BVQ$?T!@)G$21ZGV3*5N,ID-/QUJ]1FAZZ]6N,V.>^17QF M31&SWEHF/3B?^/5T/2^9A6)5MD'Y&/RP2\,CECV=?NO7*,4-6/8T1HH=V)&] MDYNE<=$892![XT'Y7"!808>TTMZ8J U[NGMC[GG9IU\2=@AN)A/ZW!;D^5%F M(GB3BP;'&3$A(@6B3A6(2$P5)X/A)Q@)=_HM80=;D4DD.3<[KG>/HUDJ=?\G7T@7*$%.<&PNLSR[A'CR8+$%;Y M.@3<0!3)0\&HB1KKR-0-PL0TT^!.O^SK8'A,*]NYD?+,MA'"ND)IR#&P%,HI M37Y4+*JN4+48N=J.8 7BS[#Z=#UN.1-414X" M9++L!KVQ.L(I1L5$Y,3@D.B#GOH@\J"?GD8=CUX[\W#92=-(G!M/.AD1,,0,2C#Z M);A,GC0Q54O;-0L\<=%F^.;9;#49I>=A6TW&"'WNN//9Q"M:PUWP H2L3+AZ M/8B9'# 9,F/)&&>&78.=U5:34:H;E, >(\<>[,@>"_ONKLH.:_I,USH5GAP% MTK7ZS6D!/*+FQAA?)+8Q)R^1-?-J@S9GTF1ZZ !4+TZ8960M7'0>A*E28G59 M0QW\::0V-@:_W6<4>Q']AFTI15;JW#*) M;;([;=I(;L7Z(2SS(F?ICTA%?,7ZQZI M]:>&YF 1=W"4.@:LS"BYO$(Y+4DS'DA0+/HK#6QJ#2L@N;Q M<^Y?_(+]B[W,F\25>IW R_V&S_$8$?L,' M;Z(HYS\P?ZK1>:*_VHW6W0.JHD3,I'5@S D@;[/>H,L 1A9K/0\^/BU!F\S) M.)CHXP/_T:_^BU3U$SWC?Q;99FX\?84&;5WV2**+CGG(Z),5A@=\N@%\/H'= M43VWIW,:?/Z8$#B1GL_+2NZN+R:SE3=/:V8Q]U';@=WTV7%D/M5-C R4)XPX M5PN1@A)(:!%1MIJH/)O=_)@^8[ZZP/?ECW55;KBX3OQNWY<'R>![ C^LM\O= MS.V=#N\_+2TCC\49\$);^K28 "=YAL*9SR;$:'2;,VX/+3ZI>_T^=:ZO;G;U![DH.>@4A=O3B;V#M-Q>"=9YE'4< MY4_?;P3Y)UY<;]?XO/RZJ[OS*(,/DMSEVMFC-#/7MQC).V)9&>F>+H-J^:V] M2N\\*)T:+4/"GVE5UP% ][!Q4^W'!0E/< G1U+%+LCCP.@6P4B;&(B]9IB88 M?):D#HWAQ'A8MU!.!RC[&;?TD=:ASF^V-TS="_&F%M0$R8K7=;RS=71@" TN M6?IJLX[T_WW,I=78MU>)FQ=Y$\'@!_LVK4XZ@-DSA\$-,SIE+YS,X$TM6@Z% M(B<*W( G(10JK;UN4_'V(EGS7I"U@=9T>N@ 5/OL?HW8=M:=9VU9JI60 ^Z+# 9*8U'(%'1YT'A M$@09,E@ON<_99IU:+:-XGJK^7*_#=/\LJ(Y4Q-R=2A](@,NO7Y?55\0G7'!!T8A'#L%F6P?&TX'OG80DT>N@D9LD!V'CV5?,70'4 M AC3R'-N5/R.?R]36.W!MO1*8_0*G"+'3(7$(2:7@+E22HI22"L&H>+95\Q= M(M0"%=/('_Y&3?7)=;I^PT+@CGII$CDJZ,BJ00!M0P*6(J&8EGGPAQW=?M@I,#0:@L1LP144EL7-)=E M&!!^?/; *H28S07F)X(NRP!67.1.R>1XV MCN_55\US9C2*:QM(=VZLO/F&F_ )?P^75YOEY??WY0E[-\FF.R[_:WGY>;GZ MBT"!O].??=XNM Y,>5X@:EE;((E;I\C%9EQDI3B7+OMAA\RQI'1XI74@*-:S M:>B,\?AFE3\N_[[A.1J5E4-RW#*OJ=#HR:>W%KST6!M!5'Q:^3 ]*A\2U&%^ M;UYL'JRM\T0H\4H<__4OO/AV^UF*@%EX:2%PE4&Q5,^B[$"BQ> IZ!!/:P(G MA>B/%'5X5L^&T2/UU1E(UZ\Q_6F#@5Y]27]YN>/YRS7/61G+56)09"$OR3L! M?M="DZWCV06IPK TY$0$S1-RGABB)]%6!UAMKWL=SVKB(M<\.-4QQ* MJB*5C+ST(#E8RU-4WA93VA0POD[;/(%O0R@V4DL'0+MGX7$=]X*LME4Q:DB[ MCI=<70Z/$6RQ'%7(3C3;C[N?HGEO9*;6_+,W=T>HH2LX_1J6F_\,%U=8=Y+? M,8>7"X[9*.DX:!L+^0IUV*LEKY;EX)FT4CO;IMG_==KFO=LY&<0F44VOTT;N MF"-7X;97X[7;#+$.O E>6!'6]#GSU-J\5!G$S46G'W\OM:^ I&LF<_$J3#R@YLUF2HZ;AD;^'4?T9\[[@TGM5D-^WA? M1*4/5KGB&7#N.:%2& C:28H K/-:%Q-8HZ#I%);K6M)O'DGZ=PSU9?G]ZD], MY%K41J=5_F.]VMS^^%/8+I^V96;#4P+^*'O.ND9 M_S*GISCM7;'9VB2!E6C(H*$@'Y0*^CO0;-FMOQ*\;_+]7-26V M:Y#0D7D2:01GBR.6? 'G/9T8CDG/4:;XM)AW^M/\.>(ZP>-I8?/\J3^)#GN" MY3Z&[AH,B0TN PB%O@[.).<9>0;,S)$)\-F%QK!\GKA.8#D5()X#W$3:Z11P M]_[43=VM9<[8F 185@(H+C6XXA!RD"(7KY,V;7;%#:&N$\A-!8D!D#M*/SUA M[J?O=[_]CR5NB*C/W]_A-[S8?:FE.!<4G04H:R.U50JBX0R2=-)%S1F61FWG M@^CK))3NY02>2I.SCGI^\:O[D<.;[SNHP(DQ^O)T79W "50^U!(US %Y,E+A M"7VYW,Q-VXD6 =20>$XQH4B0Q!M>C \![LC]=+#P?SCR,5KGQE+T$%K2.0DDXSJMDE+ MGH:.209?;"J-END]0]"\/;"='+T3Z*H#R/VU":LMO;F*\2-NOBT3B>A]V3N1 MF1ZYW?]7M[V&*+VT]-UJ+NI6U$Q?L$X6A-6Q?X"IM(QI8)XZ0*IE$FYP6JYL7? M?%AY>137X8KK (0_76V7*]QNWZ3_>[6\GHZ]^ZB=#XRC(<_$J'IS0+_SD4>( MP7H2CE-!M-EU] Q!\\XRZ.-?45_V#A"C^O)A=J!Y9G" MC+^[Z^'BOCA3UT1HKHGEXCB$Y#(8,NW(A++)-R[CG(*->>?#]'&PSH>+#CZ* M:Y[WE)'<59%8%JUUV8'?C:UECFP&ACH2TFNOB[:!M8E%7B6MDT3BZ6&S;JG# M#D#YI WMMH-VQ^<>-A>,I6)U0(JZ:M6PD@J5#$BQD0,OI9*CS<;TL$5+64056$FN4NQY&W_E7.TQS"#?0 M9@<8?<:J;V^Y_;[O.^0YL,R]!6XB!R4IU(Q<6S!,2^MC#"4WJGD_@-IYS^06 MJ!EV,$^GPBY.YY<%N5"%>U-D !9"W;U2^4$Z&HS6(F8ADL VD'R9KGF-YPG M-Z%:.K"&MUFVM^LO<;G:Z8D^I^V2U+3[X?:.BBCC"Z:],N3-0+*5-Q8C>%OG MVY:@E=;(E6L3E(RA\OP+)J8YO9MIMEO47I( 246/N'RSV=0KS>M2XOJ[W2;= MM/Z"VYOJJ$^?%QB2C\Z%.DNA+D"W B(3"+IXYRFF4]JW\4>GY>/\KQ1;(O\D MZ#CW/MJ'&CE!*^V^UYVTF_95?D_14!L,CZ)NZV8H"P$L%@A9URVXPAN6I+"N MS1+-DS34/M.FOKOC2#*HH',!)@Q]6MHZ"$8$L"BL\85A:+0^= AUG>3BCT7, MV/D!HQ73@3\PI!G.&%E063I1I*X;-8P%;X0!'H-%YWRT[;'6>8?K9(@XH'EU MC'IZ0MP+O7#2&Y6\C%!$':F%=3&J\!9D9H5Q_1][H+V7;?JC0.D9&TBO84K0FE@(X#2>Z)S5QQBT;D$YZM=X1U7R2[C$]V6 M'+F7-HID >FT(<=6%_!>&F Z,?)GO&6V30WY&"KG=0M/!NL D_>NSA[' M^B[C_Y&4NO.!WH:ONTZ/^_LEI:/#K!/PQ#-]@[MMG,Z"\:BSM);BL,9A\H&4 M=W*]W3ZD.8%B.P#RNW4=V;OY\C/&>WNPL-:1V$0$GDUM0R*?W3,E0*.0)$)M MT#8JD-Q'3B=^Y4D0\;38YVCU]+LKX94'DNY!E[U[GS/) M+>[K%$YT/?MV_>4KKK;7F%[E/_%R>1T\[ZD=8]$R[;0!BE=J%.T9N*P92,^R M*<4SG]LT#XT@\NC(F-YS_9;=;OH/:WKLW>MNM+&]?^W]S'$>3>$B*DBJ;OY% MY\!YAN ILHN,W%XCVW39'TKQO+:M%>Y^")U/H<_SLG0_T^]6F!__T<$%+R/? MT,PZ#N5J#KO)C-&:8A=I";5T#"<(W#N@4)A%@1GIAW.WFQ_39\Q7%[L5<#\J MXL':I9V?C#$X%)E#,:E.3"/')$@>("HOHD5=?&ES:S**S#.RD",0]M1"MM-< M!T'&O=0J.Q^_DGN\WKRK_^QVX 93D?&Z!5T;0SXR>@/!,@%!U]9%'IUX.DQB M(BB^2MJ\\&L(BW5+'?4.NIOK@.Q%R%$9B(GI.N- 0:S7 2)RY));'AKM_QM MW+S FQ@.8\!V@&[FG))3<^V;[XM_?EQXSWC=GP2\>))((3>Y#KJO73TR!!X5 MN:POH&F+Z?_YM/[V_]X\\1I,-S_L<'0],N?N?1T#Y! 5KH^29P<&YZ8KL(KC M=G2=M=HXFX$[7GNRDP>?)8>4R#[GG)EJV[5Y3\J\-PZML#*-Y#N SH^'^_W9 M?I](]#+DX&0&&?QN$J*E"%Q(,-:9C.1\HFMS6@TB;UZ(GEBB(+30P&)B)D)@+3]*U%UL; M'4;OO"=F ^"\"LW)M=@E5G_@;E&*8!,_HE!UD$MRK[-GG@ M <3UAL+I,?(J+(]36)<8O+N=>U_JC]?-?HOD,!CD"-R$ZL(26Y%K =)'B85G MRQNEV 82..^AW046CU?<_]?>ES4YE2QIOL]_\;'8EYH.Y$HB4EM^A?/QZ2']T^D:!?CRR9 MQO7\T8:UAT>_IG4!8C?^QJA"H,_:"TWGU1" :Z(X1&Z!HA(>Z'(W/C?JG&Q? MA5C/MGU [?]T9 ME1#V@,=W(X6'%WNO5NWUK,Y'^!#^PH.LU>U_/H@5>I2>@:S+]><_ !>>=42L M(Z>SHIN0EP 4N2)X0WY3C*:D1MO0GB#J6-?J@8^^Z0=0AM?U\1J$KOW[(F4( MKB!(%876KO"$\50,=]+#,10^[GI*@^GA# S).BMTK#G9?LC01N4AVDY@6HQQ MC+$LR>W-%3JF#L#)ILX3-2ZPI%T^.]-RDR3-SG1'K:-]=@#9B\_?PZ+;UY-9&[]N5PK'??;2#(LM]-,#[FY7 ]<$$&L/S06\ M>[R,4\[F M;:0FPR!4Y$ RP8Q51BG*+D]AV1NQ,\[L3%]A:RG?:Z FG-$,UG M=53+K9/XZJ^:-;I*;MYAU2AE92-LFP4HS3-[O\^7R]_H>&X\C"CDB MH)0BWR/6MHBH6&:RD O2IFYR!-']AMW[H.OAO&![+79P0Q_ ZM9L3+A2*4OR M0'AP)&&=,KA$[/JHQ?KQ+ODHO>!U2W._X?:)X7J(#L\3K:_^(@&39J<],U:G]55[!F__9_+Q729IVG=K3Z(1WO, M-P_M\PXFA1-XQ:A9HBBI0,Z&_ >>(GB7"A2%@?EH$@]GYQ5O!?T;UJ40%_?T M,"F".2-\!KM^=V^,AF"]!<5,C+($C;'1O(>G">O7N]T')?=FJ0VHC0Y\@JOC MN^7GD;,^45)SBS&!%D&#JJ/\'9+C8Z,7R- E#,W:5'>@KU_/]!BH-=!-!XB[ M.D!7)=>[[$CEN:LCY*++ZXD>$5R.A T6O&'9^9C;>)+/$-:O-SB$.1M"&QV MZ_K(;/AY[,C8DK23)@%?#V)0M3M))@1F7#'$L#"B3;)H-_KZK=H,8LZ&TTT' MB-L>H/5XMUI\HG_P@%=@ZHXZ)B2L7[ J7^46#(>"F6OEJYO0J*M[%_+Z+;P, M8-H&U$P'<+LZ1-]Q]=A1$C:KG'0!DU(M'P4.3A%ON@2#16NG&VT]V(?*GO_>VV? M]7W^1M,7%_-_U2GLD^1+T+)F1)DDF2=K(&:&4+A*J02?BVY3"AJ8D7[SCJU1 MW4K;9P+VAT-'7$Z<9%:C\B!BSJ "T@5DK:33'4PP+D49V[A;QU#=;TZS-8P' MT>.98'8=EN+G+ZO-STRDBC)'.I$4\;+ZOCB#5TD#8C0F,B98&@^J=XCM-PO: M&J'':.U,@'FWZ+ .EZ?T#ZMNIN%BHF22S$4#V0OB63L-,9HZ^\^*Z-!KD1KM M!1N ^GYSJ*VA.ZA>]\>RWV!YAA_I>_.'DT*:I/UEOIS6W[XIVZE4+@1NM)7$J1V^0T%M#,H1)9BQ#O/.EX M9&;9X33L!$1_+D \I4+.Q)[2'[['U>IB/1]N.G_WIW6W@@([%VR>2&EG LN'KH'WGT@QOX1E'3IX,^#PY7RYFD0; MB<_HH"1#![.D=9.T@"0\%F-32GR\8&L_7G:#]0]9*&NH]#.!_7I9X8O\'Y?+ MU>9H8RQ29,Z@:%F[R10#[TGN2KK$^'HCSG@5W[O4[@;='[)@=I3B!MPC.30\ M'WK.-Q$A1,?KNFLNZ+Z)+H$+Z$$:RXU#R[@_927L(1IW@^(/4N4Z6DF#M6\- MT Z$R[=AFO] LN]%%B1A 5KR;92)@OSND"%:%J33=9)>XRZ@:UIV@]/959N. M%/H93(AY.)!;OIM?7)3- M_!&"^NVVVP<5=^W5$-+O(!*XS\8OW^[VI&PV7CJ;@N6D]&P9J&0*>.')U//, M8M2H*. _$:H>IG!U\N:SYFO=3\D%* MG62WNNJS>\0U^64]\F4M2))VIMP61= M?3^.F'J:!#L#TR 'Z%=."3E!] MMKB\O*@CXNMXN5MESW].5Y_HY^DO7ERN/LT7ZP'=$R:Q%*D=,*GK?)&<(9:4 M@6E'!SMJS4V;@LF@;/3F!Q\(KGDOFNX7YI/@-;?6403AA"/3'RPX1W$ BXX% MQ93)C::M/4)0;SYM4^CM)?U^0?1Z]M )VLXK>8N+Z;S^]-MM>RA),GM4M6C. MR.T I8N&&(AK0_P+@2HFU$_[D.V+M \A%[[Q?+#_LUC/!N/'CE7% :L M&T>8!Z^L!7221ZM#L:Q-SF (ZL=]\M:%WSJ$7L?N6;_-\"K\%;<,SVN3T^5U M\B+\=?7@9#DO94G^.HG@ZF>K=M8__Q^WIC@O)SHRSS6+]0D*28$5![ZN]?*6 M@F!I.6?B3J/F(RWMS4@<]^G;T!#N2)W]&NCKM=B6"WV"]@/G\+J MG_/+BUQ?1J75W;%=$Q.*5DC>DHE64@S@$_CB%%29^Q*C3+E-Y\UA]([[VNW$ M,!U2=QT@],H)VJL0,D%O=;11DC-4:S!6,0@6(V2I"TN>VZA;#1(]@-QQ'\&U MPF=[S74 SSM=^N415E_]E2XN.@8LNRQ8LJ8TFB[?FK-^AY\=TT'8 M%1XZ.!^/Y<41>79!1D!9&/E)0H!CQD-67GB1LQ2IS7KL8ZH2#3L/>D+-CJ6- M?51X,!*_K!,=[U=AL>JIP!$$>E3H(/-4&_3JXQ<4=&DI%XIA% 2(]I; J1?,[U?-KWP(G-A"-R4FJRQ!IRC_V0ED>2ED:Z1TWVR*DFSFM^/ M_!V*_E'PL@B)JKTGHEH1>5UX%- J$#"+S8*51;9K?3U9J:58V/,<# MT0X<_1MKR M2_0+=U(ZJPMSH@E?>MT=9N5]9,K[F,A M#T""X*S.ZW2I3BLI($S0H51/.K5Y$_0H2>,":E#%SUMHH5(@Z<0;6UJ#7.07.>$]\N5*439%+=F*7Z?>]WKTVJR.U MO.6&UDP'8/MSEJ?D5$[CY0KSJ["H0?/R3=DNI'A_&9?3/ V+FFA)HA2,44)& M+>IJ5@Z^;FKUT@9C9 @!VPQ@W)W&7AVL ^%Q+^'01%<=H/#>;K3'13D)Y#%P MYC5Y%,:!8DZ#Q^C)M]!>T>'F+KD MS,77=9_WNK\[7"S7BD:@2T02@P6A#E "=$5+BYB-;=.]= 31XQ:X M3P[41MH\#^#>'F5.[-ZT;#DG7"P*L$0."D4DW\AHB%)JYZ5#54XSC6UWFL1ZH?>" _HX?P\7M510HE6$4S4&Q=9Y"<;GV567@BENE6#;!M=F\ M- S]XY:*.T#ST#H^6V1?_<0[8GD2DTPIDZCI/#-0(67PP=:<" \>@TK!CF:7 MGZ%]W*IQGX@^6+=CIR[OL7OK#ZZNHW5:;SEAR463A <310(53=W3K@U87Q!= ME"[=31$\DL;<_3O'?6W:"FHM!=^C==SXW%X;YJ,OD'*L2TL\@R"5!*%MU%;% MPAK-,W^8GG%?B)X^BM];!STBZ1\+$M<=]RGAQ)^^N@@UTP][BX_P1VDD+)W' )8=V>JPQ=X$('2,Y&C-P% MVVA1X0[$C;R9\.0@.U(]_;2"WN.L;L0)5J&W 4$'K"MF,=#AX0%0&)DEU\&X M$UV%.R\B.MNZRM$*&-%ZW744:P/CQ70]B.3/&8;%#/.FD6P]EF1)7W=1X^GW MX0*7DU*XT3Q%8.LV,B$%\8@,DDD*M9;9F&=[.(\A8.35?:=RWIOII"__ZZIW MEMC\QWR>_S6]N-C,P@FSCW6*PW8]O!04C81BP$=5IT>0?8X6)<3(DC;*)=^H M@VIO4D=>YW="L]= =1UE+2ZNFKHS$BEI\YA@PK XZ4V$I)D%Q46!*!E%T,KE ME%E.(KI]C=^#WS3R&K]36;GCI=RM.?L=P[*^+EDLZO:%33Y:89%1R%)7 -,O MZ!"B%@@\.6YSYK+8-DWK.Y.X&^Y^A+K"@*KJ%H.;[$PL((!' MRX'^%+4CUS3$-F\CGR!J-YS]"-G^H]31$;*NGY;<8FA2K%7.8Z+@65;'LZ2Z M.UJ 3887(U@6NLW+PZ>HV@U;9Y?>'UPA?>7/;G-!/.2,DE,4HS.HJ!PX03+B MP7N-.3GOVKS">9B>W0#U(R3U#U7"T8FQP1!U/\-W-U-SM0YK\^YWHKD(7H4Z M8K7.60W1D25."C+&S&.T3+@V6?]]*=T-A6=;$&BJN([NT=L- /=?MBPG&8WS MVDE(B9,%MW50IJ4(B(X2A>#IN3-=QJK[6292*P(LCWP)MP7@B7.Y+^FZ(_7$J M$4U5VP&6GW@YD%WAEI<(611%H7NLRS()5=+K8!&%3ZE-!>S89QUG5Z\86!D= MP.K>.7H9ODRK6WJ/,>V,)!_80\R2&$LL@$-F(5EG./D=.C;:!;TSB;N![D>H M0@RHJHZJ#X_Q\V'^9KWP9/OW_Z@OH(LC1R0G!F2I'2A)SK O$8%B?R:**+K< MM7G/UR3V^/[=H';VE8I6&AD,= ,/S*F*&+P3@A)22@.E3K)0Q:>Z/9G<*R\5 M]UD77]HX)7N1>>SUN=.7?2 %_$+_ZC_K8V.99(ZU493.).H,06D*HKQ+Q:!- MGK4))_:C<]S'X>UP=O=&;:B]?BW<+29#'>.VFG[J8)[6C M:P_C]E=L1I!P[KP3&$![CJ"88N!E'=/ LC<:(V.AS4/QA^DY)[NX#V[NVL4! MM#%B6+%UQ\G29<_O[[ MRZ__\^5ZGG&X][?TE]MA:C$;YU51D$-4=8P+N8LY:I ^NNB9"<7EY]RG >CH M!4^'@F ^CD;&!M_[__SV=8K_NLK _/[R^LZ_O/S\CXMY#!?OYQ>7ZV4(]+?_ M_H1HMMQGY;VWL=;M7!W_SD)]^6HAJVBE2"[EN\[4(W@BX>NN@ MHG CTO>DP\OE^AX))B83BP=/_X"\442(BAD0Z'A %(R'-KN-'J)FW)EC [IB M@XF\0]ALSZ'UTC,A-.A2UP[(NO!%R$R',6;!K8Y2M>FU?)B>D;WXH_7\#' . M$'H'T'F+L[K2XH:9JVFVTAHZ.QHXMW20?"(.LHC 13+!"9VT;#/LZ!&"^@+/ M(;J>#R_X#O#SC\NP(+<1\4V\V#*R_.7;'R2DQ28*6#ILB MM2O#$LH@9*,&B^;::'9":-VF;%QC-2P.=@#9P4KI &3OB?+5MU\HD-C:7Q364$#+07,50)7, MH [L!N(J<\.$,ZK-\(V[E/0'HL/U/!]0Z&,G%ZK5KE6"RW"Q#D\77^:+L+HM MIVO9;;ECUDKFG8-41QRIF N$3/*B0R=5E@5)8KLFL_;[ZG&CM288.H$..C!+ M]]R#WV]ZDX)CB9P"$-PK4")0].)L!DR%8_[A Y!9T"BD9<8I* M\8/$=5;Z.Q '3\+K>*7TA[-?P^?P$9?OYYIX!8SMOM\Y%Z]GFW70'^8/ MG)#BHB,.$HCH,Z@Z$CQ:21!)6):C:#/UXF%ZQO6C M3M?B.8 VNNKB6R>%4]#T+6@A<%_G*-=ESR$7T(PD8;++SN^4]SS+%L\A-/IT MB^<^XNT*'+?Z>LCT"N.#!LN"JGT]#((V!B2S&$J4+-Z=9=B\Q?.T78F<9>.E MDR!U6!=.. G :8@J4Z1N! MFMRZP(;L2![A-;N[=$AAY6LQ""74N/W<"G),% MZ!P$I53*JE%R\7&:1LYA#V<9!A9_=V[)MS]G"TQ5(7D[<$?4 2=,!A"20D)E M8P3OBP'- SE@5OG4:'_P,X1U=MDO09HFAT[G(#;77Z^O0MU?$O%]517]'[6[O/>]\PB O M.)^B:J WF:_^ZW*Z^G8-FXC!!Y,9>)T$>;HF0PBHR$LT,8?LBFC4KOP]'4A#_\00TL1&8Q\,W.LF&TCP'3B]M;M\/4Y^S<*6H77^"+-BQCE&]C20,Y;I=Q$Y M \/1&\S9Z=RF'_]1DL;%SV!*OPNF0330 91NT[_-WTFZ?JW+%/(515YV1 ?1 M1(HNM368"B87VH3C]VD9&3S#*/ENS'.)HD)!8=R(.K M E%ORN$E?"<^]B4:# MJ<^6E BN]O,*<#S;7.A3 F_CR3U(SKB)XU87U/&2[P ^W\<:[S^11)>OE\M+ MS!/#HS(BD&RLU#4%6B,]58 Y:4J)TI)U/D%\?9NF?DS/@0I_,M(^6/K=X>CW M*045>:V8S5_@+.&FKPA+5IP' 3+7EP:BSF(I)H*T0GF/DA5QBJS-XQ2.W#O1 M&&,#::8[Q&U8D-GDX'TMT]17Y$XZ"!4-KHY"1^$X:]39_ Q(Q<8&N-H?WEW M!YE?IU^G&6?Y'84@;W&1JGH^XH1G&9PS GS$2(&'J-VS="I4J ? 6RD;U:]V MH6[ D5T?UQ@1",^6-$-QBJQ'4>Q.[$_*:;88,N&>ZUYDJD RE3; MB[6 $,D8)2N\8I(7TZA*O#N-.\&NV4;)$UJSX[33:Q_*^@1]FE^0FI:;"OPA M32@/?,H@'2C/43=0^\E:O]]]S1_SU4W;H](U&V26?M3.+8 MU>/!\'._^Z"%D@ZV1F3ZXORT]FA=(#NH->[1SVIDFQZB]#06BI_;=-BVL5";T<_K(FE88JY;9'"V#+.JI%=_U=_7G?6O M2JE;2*O0;TZ!T9'^% ,HS R4Y %<8!J2H7/F0BGTFYU<[X.^OFLSM ](OA_" MW5P3'7CE-R:5W,EZM+]C>*/"15T>OG["\,NWFY]Y&[[5/WM1=_G=L!]1.68H M*.%N_3+0>O"1PEP;L^(BR1A9:7(D!V9DY)Z)X2'=@\([P/M--\KF75A]8?H] M^R_GR]4?-=I9KC"_V&RJ_/Z(,\1(L7K1;3V7*:UC7A=\3=8II6V^C]Q2R_Q469 M+S[7U.,F,_G=67](#%H9=.CHSE*2[K% $G#2<##>A$P>/4,M=W(FVM$X;B&V MER'1CY-+]@O.L$Q7[S!< MU.-_1P@H9(JF:,@EU-'I<>7Y/X_92^LY/X_;10 =0 M>N Q#[K"6)TRJ)6V=,DG 2$D RPI+3-R1G_>_.5*WT_C]E+R\T_C]I'XV)[Y MZUEM"IU^I?CZ)M[8/MQ*)01R$$FW1'0=79(@UODEFGQ&BTQH=G<&XR/W\!-? MTL\#E$.4-V\@R0ZLR/?] E<\9.%31@/!6KJLC<_@$@6=-O-BBBUP M_6,@V PF[@X@\W#_BHU2"Y9%[2:F.]E23!=DH#O9>3H#UB-KY J?V:O)8WR7 MXR7? 7P>ZK=\<;GZ-%_4),&$UYTY/$60@M'ITH5BA$RGRUK+G"G%JG**9TAW MZ>KG\CI0\3N\GCQ0"]UAZFU8O%FL7<"\SD;=-%U:BCY]'5J+K@YA"@6\)AN. MIO1T!&)'Y*3!\%S?LG,#WI#38'F.5IHD MDVH.J:,,UHE?5 X$K4'TT1?$7H8OTU6X>.Z%B_0Y870(),GZ,H&1 $TDA*CL MA:U[37*;SN&]2>WQK>9 \&N@J_.IH:T+BFLQQ+OM3=O^O4$+;+M_7:L>W,/X M/4V;;D$;4Y($,0P,5):>0E5K(6M?Y\-'H^(I^^B'JNJ]N%C_#/FF#[;1;>4^ MX0EUQ,R!&ZSCQ@N"M]Y1R(XI"Y$+*VTR8;O1-W:6?3#DW#6%#=33P67\B@S4 M_!OB=A7&P[S=-$[\1A)_B.O,69 Q4DC.!:LK#Q%1\DCKY#Z,%U5CE_/UC-3ZI;V6D'F(1GEZ'AJ;>J;M:+!8P@0 M-<:$Q3&_VV: G?9'/4A"-XT9IX3"?$B]] :L?TY7G][AQ6;+XZ?IEP_S5[,5 MG=]MQ3$%Q3#8##D:@ > M8BT/)J-SFXST=V1T4^$?X1(\7B\=@.IPP=VP/3/:: 0NU*U5["LU"R*!M\49HYZ1JTSSU)%DCQQFCHV;>2H4=X/'> M(\2KY<#<:Q]$A!@8.3UU&VRH[@ECR;GHDDG89D//(P2-?,WWAL$AU-8!^IZ5 MZV-BO2FTBCK'O^0 F==1'13849P7ZUY81.Z\T+K1J.GC:1\Y2]B%ZWIB!)PS MYM>_O,/_NIPNIZNKX@(9@ND\\XG/4C,;+:"2JAY\#U'Y!,5QH=%Q(W*C<18M MV.G:LW>O1Z(6Q*(WVY^Y+8$_BW\-?U\^7G^%1>!E(Q? MUS\]B9$DSJ(!$QWY9%D;"!(+R!RB4MH5A7<*2D^]+AZ.L,Z=FC8P'UW#Y], M]8B4TFKZM:8G!YTNL--7M1H[L#^?)YJ>:DR0SI-C7A(2OKD#)V4";KA526.P ML5$ENNWTU,%F>$/3[Z+( BS=)\8Y+TVKU^HG+=6/-GUU#_RU M*]7OH^0.'.SO$Y:&Y,2S8E!";8WUM@Y89PX8UA'^23L6VVQQW+]*<0:E^KV@ M\&258A^]= "J-AF@I+5 8R':5#MQ;(;:'@Z9CK9)'%/B=IR@[58I]5-@! M'A]+=V>E#%IK(*4J(!45!)$UY.@4#QA<;O3.\B>J4AR!P2'4U@'Z?MU^[6VI MWI/C%6^>H77UZM&%)U RD_,NK :F6%V8X%&[-H6S?:@KY2K,\G3V\8_+C<A&$XB"!P,X;*S!HV#^.S<]>_T5+6'U#F[ M8+M+9VN+2I3""R^!VT""T1S!,\OK2$*1(G)55*-=6J=B\4POKQ/@_/1'\@#0 M'7P:OZS;6-ZOPF+5^9G\!WW$:OEZMFF\F9!1M2Y$ =$X3W$I,YOU!H'S4E3! MXN1(+Q$&XO!,+[X?Z40> ;D?^GK<["RYEHL011:; YT8+4!9&\%A)EWFPHLC M70K>61YC3PX[3^O]#$?Q",CM?Q3]YBC.UNNF\H13(I+I MBG4N/:MC#(VS*=5F\M*FD-57+-EN4=O?Q_(XT!T92[Z:Y7,YD?_$Z<=/=?M> M[7K_B&MW_U>R*[^%Z6*S7/*6HE.Q,FB9P"270(FZ>"18!>3TLX@E\*(:M>3V M)8@S=8;/)B';#)0_=$BZN_@FA0L;4TQ 425&?DF+D4'WM%?>!Z0\_3#'N0? M/L_;[OAT: KVPO)/ER-^7GQUE!F+R@%7)8!*Y"#Y:!-X9:S!H) )=6:F8$\1 M_/!9YA_ 'K1$]0_>.?%]VO!YT:FL?$**X90,CGZI3\089@A2QI1(?BZ>FT'8 M4P1GZM[_5 :A):I_<(.PS5=>$JZ?EUL.=:=12* 3-_49/H(7,4#P'+.7/ ?; MYHUC'_S_\.GU'\ 4-,/SW]F"C*9F=F M P;.%IQS)O\'L "-L#QH%6"LB2Y5@,L_9PM,\X^SNL'P]M^>8L[+3@2<=OK+ M_C(YT4P8)J.5K !R\D]5,AR"$Q;0(CK!F4FY47WE3&;"%!DP!V= 9X5T>F6= M:UDYDMYPZ00KIM$HNI]C)LP>^&LW$V8?)7?@HGT_'L)+J666#+1?3PN+&@+/ M E(T0CCFC9"]3*X_@YDP>T'AR9DP^^BE U =+K@GWC&SP(.,3I.SH\CW,?0[ M5VKL(VU)B;GH&XT ;\%-3S-A]@+7*6;"[*/I#M#^]$"1*D$KE"5F:K."+C5K M9P54P2J-6AC>YN71SS839B_4[#439A\5=H#'QX:+%.DRDU* M;6OL\Z B,); M():LL HDS@5+:0RQ"0\KRB M%*6SEV&__VAC-8YQ74^,@ XPO]->V^LTWR:!L]YI?OOO7\Z7*XIG_Q^NWEUG M=B96JV"C9I"TSZ"*\G7B:8&@ZZ92EZU+;2;*-6.I<\]C8&P>L@"Y.5"ZF&)_ M7PEK;J^9?RS!6;E?OL-ZW4YG'^^DS#_@XO/$&N6LK'>E3K:^\BP0%3*0L91B MHC0Z/)L?/@&=G;L_;0Y";_H_^Y'W:Z&]GE'T,EM.T[I*=+*RR,-?.T(Q9 ?^ M3U,"B;8PYDP QPWY_[GNFY)10 'TG/S*6!R$ MA )RD(G%X",WC5KW?XH2R#[X:U<"V4?)'7COWV=#4S&J:*S[L*T&)241'W4& M&U+!**4O::=5XG^70/:&PI,ED'WTT@&HFJ27.,M26SK>2JA"TB3/QI%_ \(E M;H,1H54T^*.70/8"URE*(/MHN@.T/YT_YTP85;>WFRP]*,8YA. B<&ZSRC56 M$'^/Q3\Y:O8J@>RCP@[P^%@NW4D6BB"OR'GN2$I>@[?>@49F4:5@K?M[+/YX M&!Q";1V@;X#7"RI#A'4GA5$/M8"G)^F!'*,ZWIB!(SZ MY.?.VLITB^%P>VWE\OI'OFP8#I5A7 >QT^ONZ'EMCEY]"K/YICEZ=I4/G%[E M>+YNWDU+S8,D:V"05UN#M=*JZE 4A>2NF>#8G:[^9S>7GH;RSMV.@8'Y\&K3 M#C'R(R:"7X;EIW>8/])'::G'+B&853 M#BR7=1R;2^!-7:OB98R\I!SYS]U6S[203+H"";T E6)==4.G7LA@K"IU]5J M&R@\G5/>0R\=@*I)O"Z8CTDA!U.(?<4XHWB]<$ ;)#-!)\21GL>>>TYY'W"= M9-7J'IKN .U/)R0UDY9GY8')2+%'K"]A8Q# ';-*)@Q>MFEF_MERRGNA9J^< M\CXJ[ "/CR4G,0BK$XN0O&8494:*AT6A*--:$IW33O(VXX!_GISR,1@<0FT= MH&^ Q$U.VC"!'H),)$7E D1/\D24(7OE2[9_M]7WZ[J>& &]8/Y^WN8>QW'O MD1LO/GY"YZS%.E>*JI1E7 DACOW M6@;&]4/'JG.0=7 6WR[F=,OFY6^DO[4SMV7RU5^X2%,2S21&G=$5"]*)FFW/ M&7P@)03)$S?>QAS:-,X]2UKG'E%;? ^KN+&?CCST@.;>X;U)VU=M;$I#ZT+2 M7(.]%O76 M-T7E=X&?B.7I5[HBZ"_Q]_GRH*+;QG870JC-/UD) MTKKB&D+&! 0S:8/00>HV&?3OZ3CV%GU @K76\H&$]@O]W']. L\V:8I%14$- MJE@.SEL-,GO)(@_"Z#9IK>?'B\_QR5M].7CVK?#U[ M5M(WQ\*B+89%A"2M!<4=W;N*19"1><.5PO8OMXYBH"L#M@^V'J^IGTZA'02@ MM]A.Z?+SY45='[@'NTPJB2(RL(YX5IQG<%EQR.2_6H,Q%=;H:>9QA(\;O+;! M;7,%GN.]?$13WBX?V_QF;MDB=P>&(BN;!/.@F3:@# \07&*@/!/>!3)JV,9+ M'O9J?DR:O\T7./TX>WE)L)VE;Q\H+%_2U]4C/\OK_[I8Z^X?83JKDO\%"_T+ MN@8NPG(Y+=,4KGXV_#4QA0FE.9T35=U9B22K( 6$(I$')@QG;=R84W#7U:6^ M#RKO&L?NH-#!C3^43%XLILOI[..OEPOZ=;-QY0]R(3Q^J,-S M93Z>$D[2&%3R""HXNNV%<."L$)!R$E:1C;FUGZO3L[,#FSL='?-3'9VAP='Q MR:DW=GUF_-O%_%__&_-'W"EU@YPI%7(!DR*O:^)KMWJV8*UVF@7O%;:9!S(H M&SLAWYXQ\MLK]P="=B&2UJD7RU&BE< DUM'5KD"TA9 H=+'*)6OR:3/4!S*R M$[K=3X3N0Q1\COB^R_A-^J)H;[T5&DITKG*NP>>4(&9;9+(9V8F++_OSL!.J M_8^(ZF'4^B, ^OHD9^NLH?@>6#$"Z-(R$%0)4&PQ2BF94CJM@[XW"[M5#-G/ M@.>#M'J.<%XS^OAI1J.,XZ2$4"*%Y,0MN5]604+K&>?:B=#F7>3 C.P&[7.N MAI]"PS\,P+?!1?9&$*_$>RH4-BLCP3N*-;+07D040N#IRP#[4U%JT\ MG?VZ[%0Q&N>E/=^[G9USKTQWAI^?];1=%PF-YYZ+HD J M4XN$FD(DP0T8KCAJ9DCI;5HT1V5[M[-V[@7GOM#3^5';613$_)^S\+E60/X; M\Q,]:S<6B30JZ[ D0&?K#)ND(##MP(7" I,916[S)FX),1T? MK%])!C/,!PGCVLCHH@/W2&%@J8.L96%0I_ EZ37HH)RZ;1MBT-PM=L1.>?J M\LEUW_$YV,MFHE&EWQOD 8YVP_^Y MUYA/IO,?#_LW/F9T22B>0%AR+Y7Q'CS2I:A]3,+E6L1I\R"T$4.[(?__GX,&UT#K'K M8\-KEX96":RL:[U"EA!U2B"-X5&ZDG/,)T?8?H_>Y N>GT$_^3S_[7C M_N;E[T>\AM_K\P=Y%G\X1VW>QSLAK!$^ YJ0-@V%07@%5I28BK6L-(IL!QY= M0[I8W^N;X;FF+O[CLEI4*T%E+R#Z.L#9))LS)XYEH[&LW]'1U9OS?31];R#' MX>+MX.JZIGXCD7KDYK,ZAG6]?"&PG&22I3IXIJZB)+EP43>5471?ZB OU^9= M]Y-DC;WGYW!]/P:=HX7? 9+N\+"=.:^]+4S(V@^E$51)F:YR9( J"9.D(O&T M\7H>)*<3Y!RO[OG0LN\ 0+>N_P=?MVPW#N2LC2D8@:USCA0-@--6 &-UHP'W M@MLVS<"[T=?#O784$.ZN>AI>*WUA[5;AM-9=?\7E].-L[8,N_N]EN)B6;]/9 MQ^]ZBJYV7\ABB#,>P:I"8I6L0,3,H9ALZ4I@B84VKXF&H+Z'L2:-<'H:C?:% MX@?*.??.*#JCL],$)^*S#IOFX',T8$S,W(1@8VQ3I=B/SAY&@#1"YM!:Z@"# MUT[-[]=#S4WA6@0?(*<2ZKN.#%X'!;Y(EV(@-\>U:5JZ3\O(.PL:A J'B;D# MH+R>I06&)?Z*F_]]/;N_,?7=_.+BM_FBCJB?Q("2&R;!>\7(%EL%49&#H>B M>!LM%MXF\:]P(]!;): M"+T#4W>WNWC=4_S\X=E,&UG=Z?-BSC)=, .*.C0Z,$97"EFM$GFQ:(USJN.*61'$WW'>!^IUN!PG@EZH12SU6F6T%'\HYB(9Z4E)RIJ,3I!PKT M,6WOE#@=7%<=X&]?!\6(G'2,]5&MK].DO2%&O82ZX90+G5@J;1X?M' QF[T9 MZ-G%W$>#1[J8KV:Y74/)J["836\ MW7[)37- 3'3](9+C)PPHKPTXG1F(S'+T6%PPC9:F/4+1T97:.Y][LQPD,1ZT MBA&"X%AWR6L(+'M@V>8HC,FNG(;57O8-#8&)>\7:0<3?:UO:W;-Z^)ZT1SZI MB45IN0_M,0P13(HWR,%P9NEFJH]G;*GCZS"K%$RA0/.L[,K-:J*[W_!+6$[3 MBUG^=7IQ60O)WZ\D,HX9##5-J8A]E:6F:QL-!!VU1BR&E3:9W@,)[M0F[8.G MQ[=*M5/=N5BLN@ANEJ87T_4G']%!N]L'-[%G._#0VKR%8DJ.A:#ABZ"X+06Z MUE("8ZWQVI80,^UXS6_80&:[Z 3.F$B> MI;;&>BY+:7-..NRQ;0:"O1IO]]'(P?#ZBHLX;]IZZTR*,GL/4=9HHM:!@R;W MP F#0LF20Z,G;6?7>KN7PG=JO=U']AU8J!LJ6 MOWR[^9FWX5O]LS7'-VS/_7M3%XA^353A.=_G7)H;*#BS)?? ZSA&O> MK[J'L\[!N>A!.13!9E'[LO1.SO_.7SGRI3HZ..;-]=2!M7TY MGQ&85U.ZD;!F<P%G"S6.B,K='*3?K[M1$^J VCJ02=-A\R2R]9,*J[S)*BGKB]W)*.[^G>,T M^K3V'%L*O@,K=VL1(XF4#LMJ.KLDCMY\P<5:=\M))*D$5PR=.9%!I1I>T;F# MPKP24G&3L(V'^#QM/:=+#H3$_<[P(?73 >*^M\*_3K].,\[R\FHFTLW#G.6D MZ.B,ID@>N:P]<'1H'9,"BH@Q9LL*.M$$>;O3V'.X/ P"&^FK R2NNYLJY>&" MG)7/\]G&7?U^?]]]9^66+S,1FJ%R];DX,D;WB$X0/"/O(26I60I>YS8(/9[V MGJ_KP6SG*?7; :(?KB)?U8=R*$+F8B$HXD,93NZ/L06R)I#I(G@HC3+33Y$U M3M_M*7$XG%;&#D VQG[]U'OCF+SX&J87]2"MYK>.V+8_=/,G$W) 4M)H@ X3 MG2&,%F*J54KM:Z<"^BSE3J'((=_>5ZGV",W/3ZF&#DS9/W'Z\1/Q^(*B]_ 1 M_[BLT?J;LC'A;RY7RU6899+M6J035R)/G-Q?(61M-\X"8A8!C)%UIPS]MM'; MY[W(''GXP^!@;*^K#H#XH-@FAEG%+05=/OI8L_L2@I,*K">!R1BX#8T&+#U$ MSCBO!$:_0_?20H=0VDKJ9@!GD#F9S$"*Z$#I$,$G.AZH,M,D(1ELFQF!SQ V MSL[W,>%UC&8Z -I^!CFYX*+*" S1UB%2&J)<;X65(64?B\QM5HL-?WF>S),[ M"B!'79_[:*N+-JD'V=O*[QZ/-^FDFP9KY6Q26D(,A8-RAH%360*Z%*6,MBC? M9M[7D83WY>TU!VPCC79@31\1Y<0ZDITI"I@*=425"1!XU*!XRI9K%E)J \Q' M"!K70IX4%+M=WWMIJ .@W3@[+V:K::Y,3+_B>TR7B^EJBLM7?Z6+RXQY4PKZ M_.5RH]W[KTI0D76M!D&IDC#IS%3VV:>MOR-3( M[68C8O5N]VXGP.GV#-WJF9)$,UDF#JENQU*U[\Y%07>JYU*:S+T*C090FOD M#0O_ V#0 ?8?+C%K)R.WAH$V)$NZN4S=BR+"HUVM9Z^R'KZD6;[H*]QD74?17=PW[/^<4_U!%UKW4?%B1=1^9=]&E_5Q-SWO)N?$2"!*6 MKA3BROM2?3(I<^;&B-PF#CCO,NLA4&NADBXP-EC&Q&;-T=I 6*FY-R$\A)J* M*UID.F7&ET8O5OXNM/;E;1X&B6Y=R[TK;)D9H[*#7.IRQ)B(:;09##HIM%6. MB3:CF?XNM!Z(O#:%UCU@T&M:]QVN5W^]#8O5MP^+,%N&M!GQ=4 &]]'/&B19 MNQNE ^5E'_NRZPR922K%.K708IVYE(*!J$4$Q7)T@7'TIM6.T*@,I1EZ6+1)$=FS(ZHH#_WD4W-6NDZIAK2B9E2%*AL]E& MQ]L4!-I[8U]Q=HDU(KGU512K3*1A)26%('4FEG.)X+(I4(,?[40P);:9A/0H M29U;J'TP0_'I'2J[_JS'A<#SN^+;Q_3E>?;O^3B1+.\""%5SF $J\MP,$/@W$$T:(OP:(-OX^<_1M'1 M_OV=S[T5X/*I#R+^ M<[$BA^<5'OFD)A:E81[A40QEP872T8)PT8!*='$X:10$Y92R#&-L-.7@:;O2 M& ]'A&:/?5031+0,Q1Z%1"@IQ* 2>%&[Z2,:B#*86B27)JD<16X3@IWHJMG4 M7#6/& PJ,*6^K5.N/N)/!JPN=>@E%TF< 33\#G4/$WB=ZMCU- M7KE<7-8@!<^@K/.;U4/,<&==LL7&-H\4'R6I+P0=I/#G072 ]/N#T;9US=BD MG#!U]9K6H#0C(QU"IO-%=CEQ'0,[B=_60[OJ0*I^&D 'R+T_\/Q^W7/C7(X! M'0<4A8Z6\AFB]06<+T7%+#63;?8N/4;1R U]C>^PPP3? 8#>+N8),:^3C[]. MO^)R-5U=+NHT^U>6\Z^UB[7S;[&C%?KVO< M%G F44O'$G*(W">RQHQ1E!(S>&8]8UP[K=HD1/>GM2O3-@P&&RNL TB^PR^; M=7;+-Z7*C/[G)5$Q74UL<0(S5A<@TR]T#T#03-'=H)V*L6B7VO3./TK2N$-& MF@!L&/%WFY_>]LF\?OWOX>)R_7%AEO_O9;B8EF]UNGM*M2_YL 3EKI\]3,;R M($Z.3&$N%ZO)]=>]>.CK;KHR3_A^P1+(Z:#0XPR($Z:R@_W39[^3GTE?> M.JCT7WXT'6J9ZC?<-%@]_5T/-XX6+XM*X.JN8V6BAN"# BV-2((0L=QV1IAZLJNG5)YYV[UCJG.[/D5)[6!+:HY>\#6&V71:UV'%=79 M10(A&F7 ..YRT"B9W:FNTXDIW/D,K6-Y:W/QQ@K@CDGR&HJMX^T\9*^ME#YR MN]N4F0&8OT-:]^9N']S<-G?M%-1!>'##W,7%_%_U]7I=Z/Z.E+>@B/PZ@^T4 M,TS7 >&:U?V*2=?)9 Z2U)()0P%0H]5;N]'7*_:. L>\N::ZQ]\V_!VB^[OOGH=0Q(B MVN<.N,DHA6*TE\J"8=Z#\DI!,+Z 5<;3U:"U\3L]4QW4BQNYA'6:V[2]OCJP M;O\V_XHUY_AZ]O3Y?3>_N/AMOOA76.1)#D;EA(6B_^Q I9K13H9#LCEGCLYI MWL;P'4!L_^[>@="9GU:/'4#UFA^B_]?Y95R5RXLK<;Y=X.?IY>?*Z9O5)US< MW!'+"7+IF*_CE&1M8A"RU*'; C0+H11C,:M&]_1A!(][C3<'TMU;_01:/1B\ M7W QG>?WJ[!8'3]\[Y>0?\6X>KN8?YTN2:P3S5(,Y%&#<9H\[2Q8G?=F ;U* MTL;"I'LV^_?@)X];?3T5@HX7:A<#SIX6TLM/8?$1\X?YR_ER17^^?1DW44PI MGPC^;/UD14MR:*)WD*,H2EJK2J,-9@>1.VZU]M0FK;U&.[B-GV;R9E?W)J]9JQ #&C):!.M$5!AE=*Q-XKJEGZA_%-2>0JM'^HFO9OD$ MIO67<%'_:((JH\8<@ M.T6*HSQB--N"*BUE[]++1$+>=R-L)G.9' >?P&AL] M9-F-M;?K;WL]2PL,2_P5-_\[8#(Q,2YH M=&U02P$"% ,4 " "2<%=4/-D!1Y8# "D"@ % @ 'H M# 8VYD="TQ,C,Q,C%X97@R,RYH=&U02P$"% ,4 " "2<%=4AT],*B(( M #G)@ %0 @ &P$ 8VYD="TQ,C,Q,C%X97@S,6$N:'1M M4$L! A0#% @ DG!75!VACT\." R28 !4 ( !!1D M &-N9'0M,3(S,3(Q>&5X,S%B+FAT;5!+ 0(4 Q0 ( ))P5U1U35^U'P8 M (: 4 " 48A !C;F1T+3$R,S$R,7AE>#,R+FAT;5!+ M 0(4 Q0 ( ))P5U2PN?A$K2P$ ",&+@ 1 " 9$@$ #;0! !0 ( !KB$% &-N9'0M,C R,3$R M,S%?9S$N:G!G4$L! A0#% @ DG!75#5F(1#2? $ /_$/ !4 M ( !_C,& &-N9'0M,C R,3$R,S%?;&%B+GAM;%!+ 0(4 Q0 ( ))P M5U25@1L+[.( !=X"@ 5 " 0.Q!P!C;F1T+3(P,C$Q,C,Q >7W!R92YX;6Q02P4& P # 9 P (I0( end

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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 117 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 118 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.0.1 html 316 607 1 true 100 0 false 6 false false R1.htm 0001001 - Document - Cover Page Sheet http://www.conduent.com/role/CoverPage Cover Page Cover 1 false false R2.htm 0002002 - Document - Audit Information Sheet http://www.conduent.com/role/AuditInformation Audit Information Notes 2 false false R3.htm 1001003 - Statement - Consolidated Statements of Income (Loss) Sheet http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss Consolidated Statements of Income (Loss) Uncategorized 3 false false R4.htm 1002004 - Statement - Consolidated Statements of Comprehensive Income (Loss) Sheet http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss Consolidated Statements of Comprehensive Income (Loss) Statements 4 false false R5.htm 1003005 - Statement - Consolidated Balance Sheets Sheet http://www.conduent.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 5 false false R6.htm 1004006 - Statement - Consolidated Statements of Cash Flows Sheet http://www.conduent.com/role/ConsolidatedStatementsofCashFlows Consolidated Statements of Cash Flows Statements 6 false false R7.htm 1005007 - Statement - Consolidated Statements of Cash Flows (Parenthetical) Sheet http://www.conduent.com/role/ConsolidatedStatementsofCashFlowsParenthetical Consolidated Statements of Cash Flows (Parenthetical) Statements 7 false false R8.htm 1006008 - Statement - Consolidated Statements of Shareholders' Equity Sheet http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity Consolidated Statements of Shareholders' Equity Statements 8 false false R9.htm 1007009 - Statement - Consolidated Statements of Shareholders' Equity (Parenthetical) Sheet http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquityParenthetical Consolidated Statements of Shareholders' Equity (Parenthetical) Statements 9 false false R10.htm 2101101 - Disclosure - Organization, Consolidation and Presentation of Financial Statements Sheet http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatements Organization, Consolidation and Presentation of Financial Statements Notes 10 false false R11.htm 2104102 - Disclosure - Revenue Sheet http://www.conduent.com/role/Revenue Revenue Notes 11 false false R12.htm 2110103 - Disclosure - Segment Reporting Sheet http://www.conduent.com/role/SegmentReporting Segment Reporting Notes 12 false false R13.htm 2115104 - Disclosure - Divestiture Sheet http://www.conduent.com/role/Divestiture Divestiture Notes 13 false false R14.htm 2117105 - Disclosure - Accounts Receivables, Net Sheet http://www.conduent.com/role/AccountsReceivablesNet Accounts Receivables, Net Notes 14 false false R15.htm 2119106 - Disclosure - Land, Buildings, Equipment and Software, Net Sheet http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNet Land, Buildings, Equipment and Software, Net Notes 15 false false R16.htm 2124107 - Disclosure - Leases Sheet http://www.conduent.com/role/Leases Leases Notes 16 false false R17.htm 2131108 - Disclosure - Goodwill and Intangible Assets, Net Sheet http://www.conduent.com/role/GoodwillandIntangibleAssetsNet Goodwill and Intangible Assets, Net Notes 17 false false R18.htm 2135109 - Disclosure - Restructuring and Asset Impairment Charges Sheet http://www.conduent.com/role/RestructuringandAssetImpairmentCharges Restructuring and Asset Impairment Charges Notes 18 false false R19.htm 2138110 - Disclosure - Supplementary Financial Information Supplementary Financial Information Sheet http://www.conduent.com/role/SupplementaryFinancialInformationSupplementaryFinancialInformation Supplementary Financial Information Supplementary Financial Information Notes 19 false false R20.htm 2145111 - Disclosure - Debt Sheet http://www.conduent.com/role/Debt Debt Notes 20 false false R21.htm 2150112 - Disclosure - Financial Instruments Sheet http://www.conduent.com/role/FinancialInstruments Financial Instruments Notes 21 false false R22.htm 2153113 - Disclosure - Fair Value of Financial Assets and Liabilities Sheet http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilities Fair Value of Financial Assets and Liabilities Notes 22 false false R23.htm 2157114 - Disclosure - Employee Benefit Plans Sheet http://www.conduent.com/role/EmployeeBenefitPlans Employee Benefit Plans Notes 23 false false R24.htm 2160115 - Disclosure - Income Taxes Sheet http://www.conduent.com/role/IncomeTaxes Income Taxes Notes 24 false false R25.htm 2167116 - Disclosure - Commitment and Contingencies Sheet http://www.conduent.com/role/CommitmentandContingencies Commitment and Contingencies Notes 25 false false R26.htm 2169117 - Disclosure - Preferred Stock Sheet http://www.conduent.com/role/PreferredStock Preferred Stock Notes 26 false false R27.htm 2171118 - Disclosure - Shareholders' Equity Sheet http://www.conduent.com/role/ShareholdersEquity Shareholders' Equity Notes 27 false false R28.htm 2179119 - Disclosure - Other Comprehensive Income (Loss) Sheet http://www.conduent.com/role/OtherComprehensiveIncomeLoss Other Comprehensive Income (Loss) Notes 28 false false R29.htm 2183120 - Disclosure - Earnings per Share Sheet http://www.conduent.com/role/EarningsperShare Earnings per Share Notes 29 false false R30.htm 2187121 - Disclosure - Related Party Transactions Sheet http://www.conduent.com/role/RelatedPartyTransactions Related Party Transactions Notes 30 false false R31.htm 2190122 - Disclosure - Subsequent Events Sheet http://www.conduent.com/role/SubsequentEvents Subsequent Events Notes 31 false false R32.htm 2193123 - Disclosure - Schedule II Valuation and Qualifying Accounts Sheet http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccounts Schedule II Valuation and Qualifying Accounts Notes 32 false false R33.htm 2202201 - Disclosure - Organization, Consolidation and Presentation of Financial Statements (Policies) Sheet http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies Organization, Consolidation and Presentation of Financial Statements (Policies) Policies 33 false false R34.htm 2305301 - Disclosure - Revenue from Contract with Customer (Tables) Sheet http://www.conduent.com/role/RevenuefromContractwithCustomerTables Revenue from Contract with Customer (Tables) Tables 34 false false R35.htm 2311302 - Disclosure - Segment Reporting (Tables) Sheet http://www.conduent.com/role/SegmentReportingTables Segment Reporting (Tables) Tables http://www.conduent.com/role/SegmentReporting 35 false false R36.htm 2320303 - Disclosure - Land, Buildings, Equipment and Software, Net (Tables) Sheet http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables Land, Buildings, Equipment and Software, Net (Tables) Tables http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNet 36 false false R37.htm 2325304 - Disclosure - Leases, Codification Topic 842 (Tables) Sheet http://www.conduent.com/role/LeasesCodificationTopic842Tables Leases, Codification Topic 842 (Tables) Tables 37 false false R38.htm 2332305 - Disclosure - Goodwill and Intangible Assets, Net (Tables) Sheet http://www.conduent.com/role/GoodwillandIntangibleAssetsNetTables Goodwill and Intangible Assets, Net (Tables) Tables http://www.conduent.com/role/GoodwillandIntangibleAssetsNet 38 false false R39.htm 2336306 - Disclosure - Restructuring and Asset Impairment Charges (Tables) Sheet http://www.conduent.com/role/RestructuringandAssetImpairmentChargesTables Restructuring and Asset Impairment Charges (Tables) Tables http://www.conduent.com/role/RestructuringandAssetImpairmentCharges 39 false false R40.htm 2339307 - Disclosure - Supplementary Financial Information (Tables) Sheet http://www.conduent.com/role/SupplementaryFinancialInformationTables Supplementary Financial Information (Tables) Tables http://www.conduent.com/role/SupplementaryFinancialInformationSupplementaryFinancialInformation 40 false false R41.htm 2346308 - Disclosure - Debt (Tables) Sheet http://www.conduent.com/role/DebtTables Debt (Tables) Tables http://www.conduent.com/role/Debt 41 false false R42.htm 2351309 - Disclosure - Financial Instruments (Tables) Sheet http://www.conduent.com/role/FinancialInstrumentsTables Financial Instruments (Tables) Tables http://www.conduent.com/role/FinancialInstruments 42 false false R43.htm 2354310 - Disclosure - Fair Value of Financial Assets and Liabilities (Tables) Sheet http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesTables Fair Value of Financial Assets and Liabilities (Tables) Tables http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilities 43 false false R44.htm 2361311 - Disclosure - Income Taxes (Tables) Sheet http://www.conduent.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.conduent.com/role/IncomeTaxes 44 false false R45.htm 2372312 - Disclosure - Shareholders' Equity (Tables) Sheet http://www.conduent.com/role/ShareholdersEquityTables Shareholders' Equity (Tables) Tables http://www.conduent.com/role/ShareholdersEquity 45 false false R46.htm 2380313 - Disclosure - Other Comprehensive Income (Loss) (Tables) Sheet http://www.conduent.com/role/OtherComprehensiveIncomeLossTables Other Comprehensive Income (Loss) (Tables) Tables http://www.conduent.com/role/OtherComprehensiveIncomeLoss 46 false false R47.htm 2384314 - Disclosure - Earnings per Share (Tables) Sheet http://www.conduent.com/role/EarningsperShareTables Earnings per Share (Tables) Tables http://www.conduent.com/role/EarningsperShare 47 false false R48.htm 2388315 - Disclosure - Related Party Transactions (Tables) Sheet http://www.conduent.com/role/RelatedPartyTransactionsTables Related Party Transactions (Tables) Tables http://www.conduent.com/role/RelatedPartyTransactions 48 false false R49.htm 2406402 - Disclosure - Revenue - Disaggregated Revenue (Details) Sheet http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails Revenue - Disaggregated Revenue (Details) Details 49 false false R50.htm 2407403 - Disclosure - Revenue - Contract Assets and Liabilities (Details) Sheet http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails Revenue - Contract Assets and Liabilities (Details) Details 50 false false R51.htm 2408404 - Disclosure - Revenue - Performance Obligation (Details) Sheet http://www.conduent.com/role/RevenuePerformanceObligationDetails Revenue - Performance Obligation (Details) Details 51 false false R52.htm 2409405 - Disclosure - Revenue - Costs to Obtain and Fulfill a Contract (Details) Sheet http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails Revenue - Costs to Obtain and Fulfill a Contract (Details) Details 52 false false R53.htm 2412406 - Disclosure - Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) Sheet http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) Details 53 false false R54.htm 2413407 - Disclosure - Segment Reporting - Reconciliation Of Operating Profit Loss (Details) Sheet http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails Segment Reporting - Reconciliation Of Operating Profit Loss (Details) Details 54 false false R55.htm 2414408 - Disclosure - Segment Reporting - Geographic Revenue and Assets (Details) Sheet http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails Segment Reporting - Geographic Revenue and Assets (Details) Details 55 false false R56.htm 2416409 - Disclosure - Divestiture (Details) Sheet http://www.conduent.com/role/DivestitureDetails Divestiture (Details) Details http://www.conduent.com/role/Divestiture 56 false false R57.htm 2418410 - Disclosure - Accounts Receivable, Net (Details) Sheet http://www.conduent.com/role/AccountsReceivableNetDetails Accounts Receivable, Net (Details) Details 57 false false R58.htm 2421411 - Disclosure - Land, Buildings, Equipment and Software, Net (Details) Sheet http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails Land, Buildings, Equipment and Software, Net (Details) Details http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables 58 false false R59.htm 2422412 - Disclosure - Land, Buildings, Equipment and Software, Net - Internal Use Software (Details) Sheet http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails Land, Buildings, Equipment and Software, Net - Internal Use Software (Details) Details 59 false false R60.htm 2423413 - Disclosure - Land, Buildings, Equipment and Software, Net (Details) Sheet http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1 Land, Buildings, Equipment and Software, Net (Details) Details http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables 60 false false R61.htm 2426414 - Disclosure - Leases - Lease Cost (Details) Sheet http://www.conduent.com/role/LeasesLeaseCostDetails Leases - Lease Cost (Details) Details 61 false false R62.htm 2427415 - Disclosure - Leases - Cash Flow (Details) Sheet http://www.conduent.com/role/LeasesCashFlowDetails Leases - Cash Flow (Details) Details 62 false false R63.htm 2428416 - Disclosure - Leases - Balance Sheet Classification (Details) Sheet http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails Leases - Balance Sheet Classification (Details) Details 63 false false R64.htm 2429417 - Disclosure - Leases - Lease Info (Details) Sheet http://www.conduent.com/role/LeasesLeaseInfoDetails Leases - Lease Info (Details) Details 64 false false R65.htm 2430418 - Disclosure - Leases - Maturity (Details) Sheet http://www.conduent.com/role/LeasesMaturityDetails Leases - Maturity (Details) Details 65 false false R66.htm 2433419 - Disclosure - Goodwill and Intangible Assets, Net - Goodwill (Details) Sheet http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails Goodwill and Intangible Assets, Net - Goodwill (Details) Details 66 false false R67.htm 2434420 - Disclosure - Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) Sheet http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) Details 67 false false R68.htm 2437421 - Disclosure - Restructuring and Asset Impairment Charges (Details) Sheet http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails Restructuring and Asset Impairment Charges (Details) Details http://www.conduent.com/role/RestructuringandAssetImpairmentChargesTables 68 false false R69.htm 2440422 - Disclosure - Supplementary Financial Information, Other Current Assets (Details) Sheet http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails Supplementary Financial Information, Other Current Assets (Details) Details 69 false false R70.htm 2441423 - Disclosure - Supplementary Financial Information, Other Current Liabilities (Details) Sheet http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails Supplementary Financial Information, Other Current Liabilities (Details) Details 70 false false R71.htm 2442424 - Disclosure - Supplementary Financial Information, Other Long-Term Assets (Details) Sheet http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails Supplementary Financial Information, Other Long-Term Assets (Details) Details 71 false false R72.htm 2443425 - Disclosure - Supplementary Financial Information, Other Long-Term Liabilities (Details) Sheet http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails Supplementary Financial Information, Other Long-Term Liabilities (Details) Details 72 false false R73.htm 2444426 - Disclosure - Supplementary Financial Information, Deferred Contract Costs (Details) Sheet http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails Supplementary Financial Information, Deferred Contract Costs (Details) Details 73 false false R74.htm 2447427 - Disclosure - Debt - Long-term Debt (Details) Sheet http://www.conduent.com/role/DebtLongtermDebtDetails Debt - Long-term Debt (Details) Details 74 false false R75.htm 2448428 - Disclosure - Debt - Credit Facility, Senior Notes, and Loan Repricing (Details) Notes http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails Debt - Credit Facility, Senior Notes, and Loan Repricing (Details) Details 75 false false R76.htm 2449429 - Disclosure - Debt - Interest Income/Expense (Details) Sheet http://www.conduent.com/role/DebtInterestIncomeExpenseDetails Debt - Interest Income/Expense (Details) Details 76 false false R77.htm 2452430 - Disclosure - Financial Instruments - Foreign Exchange Risk Management (Details) Sheet http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails Financial Instruments - Foreign Exchange Risk Management (Details) Details 77 false false R78.htm 2455431 - Disclosure - Fair Value of Financial Assets and Liabilities - Recurring (Details) Sheet http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails Fair Value of Financial Assets and Liabilities - Recurring (Details) Details 78 false false R79.htm 2456432 - Disclosure - Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) Sheet http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) Details 79 false false R80.htm 2458433 - Disclosure - Employee Benefit Plans - Defined Benefit Plans (Details) Sheet http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails Employee Benefit Plans - Defined Benefit Plans (Details) Details 80 false false R81.htm 2459434 - Disclosure - Employee Benefit Plans - Defined Contribution Plans (Details) Sheet http://www.conduent.com/role/EmployeeBenefitPlansDefinedContributionPlansDetails Employee Benefit Plans - Defined Contribution Plans (Details) Details 81 false false R82.htm 2462435 - Disclosure - Income Taxes - Domestic and Foreign (Details) Sheet http://www.conduent.com/role/IncomeTaxesDomesticandForeignDetails Income Taxes - Domestic and Foreign (Details) Details 82 false false R83.htm 2463436 - Disclosure - Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) Sheet http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) Details 83 false false R84.htm 2464437 - Disclosure - Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details) Sheet http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details) Details 84 false false R85.htm 2465438 - Disclosure - Income Taxes - Unrecognized Tax Benefits Rollforward (Details) Sheet http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails Income Taxes - Unrecognized Tax Benefits Rollforward (Details) Details 85 false false R86.htm 2466439 - Disclosure - Income Taxes - Deferred Tax Asset And Liability (Details) Sheet http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails Income Taxes - Deferred Tax Asset And Liability (Details) Details 86 false false R87.htm 2468440 - Disclosure - Contingencies and Litigation - Litigation Against the Company (Details) Sheet http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails Contingencies and Litigation - Litigation Against the Company (Details) Details 87 false false R88.htm 2470441 - Disclosure - Preferred Stock (Details) Sheet http://www.conduent.com/role/PreferredStockDetails Preferred Stock (Details) Details http://www.conduent.com/role/PreferredStock 88 false false R89.htm 2473442 - Disclosure - Shareholder's Equity - Stock (Details) Sheet http://www.conduent.com/role/ShareholdersEquityStockDetails Shareholder's Equity - Stock (Details) Details 89 false false R90.htm 2474443 - Disclosure - Shareholders' Equity - Total Stock-based Compensation Expense (Details) Sheet http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails Shareholders' Equity - Total Stock-based Compensation Expense (Details) Details 90 false false R91.htm 2475444 - Disclosure - Shareholders' Equity - Share-based Compensation, Activity (Details) Sheet http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails Shareholders' Equity - Share-based Compensation, Activity (Details) Details 91 false false R92.htm 2476445 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) Sheet http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) Details 92 false false R93.htm 2477446 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) Sheet http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) Details 93 false false R94.htm 2478447 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) Sheet http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) Details 94 false false R95.htm 2481448 - Disclosure - Other Comprehensive Income (Loss) (Details) Sheet http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails Other Comprehensive Income (Loss) (Details) Details http://www.conduent.com/role/OtherComprehensiveIncomeLossTables 95 false false R96.htm 2482449 - Disclosure - Accumulated Other Comprehensive Loss (AOCL) (Details) Sheet http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails Accumulated Other Comprehensive Loss (AOCL) (Details) Details 96 false false R97.htm 2485450 - Disclosure - Earnings per Share - Reconciliation (Details) Sheet http://www.conduent.com/role/EarningsperShareReconciliationDetails Earnings per Share - Reconciliation (Details) Details 97 false false R98.htm 2486451 - Disclosure - Earnings per Share - Anti-Dilutive Securities (Details) Sheet http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails Earnings per Share - Anti-Dilutive Securities (Details) Details 98 false false R99.htm 2489452 - Disclosure - Related Party Transactions (Details) Sheet http://www.conduent.com/role/RelatedPartyTransactionsDetails Related Party Transactions (Details) Details http://www.conduent.com/role/RelatedPartyTransactionsTables 99 false false R100.htm 2492453 - Disclosure - Subsequent Events (Details) Sheet http://www.conduent.com/role/SubsequentEventsDetails Subsequent Events (Details) Details http://www.conduent.com/role/SubsequentEvents 100 false false R101.htm 2494454 - Disclosure - Schedule II Valuation and Qualifying Accounts (Details) Sheet http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails Schedule II Valuation and Qualifying Accounts (Details) Details http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccounts 101 false false All Reports Book All Reports cndt-20211231.htm cndt-123121xex211.htm cndt-123121xex23.htm cndt-123121xex31a.htm cndt-123121xex31b.htm cndt-123121xex32.htm cndt-20211231.xsd cndt-20211231_cal.xml cndt-20211231_def.xml cndt-20211231_lab.xml cndt-20211231_pre.xml cndt-20211231_g1.jpg http://fasb.org/srt/2021-01-31 http://fasb.org/us-gaap/2021-01-31 http://xbrl.sec.gov/dei/2021q4 true true JSON 121 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "cndt-20211231.htm": { "axisCustom": 0, "axisStandard": 37, "contextCount": 316, "dts": { "calculationLink": { "local": [ "cndt-20211231_cal.xml" ] }, "definitionLink": { "local": [ "cndt-20211231_def.xml" ] }, "inline": { "local": [ "cndt-20211231.htm" ] }, "labelLink": { "local": [ "cndt-20211231_lab.xml" ] }, "presentationLink": { "local": [ "cndt-20211231_pre.xml" ] }, "schema": { "local": [ "cndt-20211231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.sec.gov/dei/2021q4/dei-2021q4.xsd" ] } }, "elementCount": 807, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2021-01-31": 20, "http://www.conduent.com/20211231": 2, "http://xbrl.sec.gov/dei/2021q4": 4, "total": 26 }, "keyCustom": 87, "keyStandard": 520, "memberCustom": 45, "memberStandard": 49, "nsprefix": "cndt", "nsuri": "http://www.conduent.com/20211231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001001 - Document - Cover Page", "role": "http://www.conduent.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101101 - Disclosure - Organization, Consolidation and Presentation of Financial Statements", "role": "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatements", "shortName": "Organization, Consolidation and Presentation of Financial Statements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R100": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupIncludingDiscontinuedOperationRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2492453 - Disclosure - Subsequent Events (Details)", "role": "http://www.conduent.com/role/SubsequentEventsDetails", "shortName": "Subsequent Events (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupIncludingDiscontinuedOperationRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R101": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesChargedToCostAndExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2494454 - Disclosure - Schedule II Valuation and Qualifying Accounts (Details)", "role": "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails", "shortName": "Schedule II Valuation and Qualifying Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesChargedToCostAndExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2104102 - Disclosure - Revenue", "role": "http://www.conduent.com/role/Revenue", "shortName": "Revenue", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2110103 - Disclosure - Segment Reporting", "role": "http://www.conduent.com/role/SegmentReporting", "shortName": "Segment Reporting", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2115104 - Disclosure - Divestiture", "role": "http://www.conduent.com/role/Divestiture", "shortName": "Divestiture", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2117105 - Disclosure - Accounts Receivables, Net", "role": "http://www.conduent.com/role/AccountsReceivablesNet", "shortName": "Accounts Receivables, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:LandBuildingsEquipmentandSoftwareNetTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2119106 - Disclosure - Land, Buildings, Equipment and Software, Net", "role": "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNet", "shortName": "Land, Buildings, Equipment and Software, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:LandBuildingsEquipmentandSoftwareNetTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "us-gaap:LesseeFinanceLeasesTextBlock", "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2124107 - Disclosure - Leases", "role": "http://www.conduent.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "us-gaap:LesseeFinanceLeasesTextBlock", "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2131108 - Disclosure - Goodwill and Intangible Assets, Net", "role": "http://www.conduent.com/role/GoodwillandIntangibleAssetsNet", "shortName": "Goodwill and Intangible Assets, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2135109 - Disclosure - Restructuring and Asset Impairment Charges", "role": "http://www.conduent.com/role/RestructuringandAssetImpairmentCharges", "shortName": "Restructuring and Asset Impairment Charges", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:SupplementalFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2138110 - Disclosure - Supplementary Financial Information Supplementary Financial Information", "role": "http://www.conduent.com/role/SupplementaryFinancialInformationSupplementaryFinancialInformation", "shortName": "Supplementary Financial Information Supplementary Financial Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:SupplementalFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "0002002 - Document - Audit Information", "role": "http://www.conduent.com/role/AuditInformation", "shortName": "Audit Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2145111 - Disclosure - Debt", "role": "http://www.conduent.com/role/Debt", "shortName": "Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2150112 - Disclosure - Financial Instruments", "role": "http://www.conduent.com/role/FinancialInstruments", "shortName": "Financial Instruments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2153113 - Disclosure - Fair Value of Financial Assets and Liabilities", "role": "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilities", "shortName": "Fair Value of Financial Assets and Liabilities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2157114 - Disclosure - Employee Benefit Plans", "role": "http://www.conduent.com/role/EmployeeBenefitPlans", "shortName": "Employee Benefit Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2160115 - Disclosure - Income Taxes", "role": "http://www.conduent.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2167116 - Disclosure - Commitment and Contingencies", "role": "http://www.conduent.com/role/CommitmentandContingencies", "shortName": "Commitment and Contingencies", "subGroupType": "", "uniqueAnchor": null }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2169117 - Disclosure - Preferred Stock", "role": "http://www.conduent.com/role/PreferredStock", "shortName": "Preferred Stock", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2171118 - Disclosure - Shareholders' Equity", "role": "http://www.conduent.com/role/ShareholdersEquity", "shortName": "Shareholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2179119 - Disclosure - Other Comprehensive Income (Loss)", "role": "http://www.conduent.com/role/OtherComprehensiveIncomeLoss", "shortName": "Other Comprehensive Income (Loss)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2183120 - Disclosure - Earnings per Share", "role": "http://www.conduent.com/role/EarningsperShare", "shortName": "Earnings per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001003 - Statement - Consolidated Statements of Income (Loss)", "role": "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "shortName": "Consolidated Statements of Income (Loss)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2187121 - Disclosure - Related Party Transactions", "role": "http://www.conduent.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2190122 - Disclosure - Subsequent Events", "role": "http://www.conduent.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2193123 - Disclosure - Schedule II Valuation and Qualifying Accounts", "role": "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccounts", "shortName": "Schedule II Valuation and Qualifying Accounts", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConsolidationPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2202201 - Disclosure - Organization, Consolidation and Presentation of Financial Statements (Policies)", "role": "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies", "shortName": "Organization, Consolidation and Presentation of Financial Statements (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConsolidationPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2305301 - Disclosure - Revenue from Contract with Customer (Tables)", "role": "http://www.conduent.com/role/RevenuefromContractwithCustomerTables", "shortName": "Revenue from Contract with Customer (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2311302 - Disclosure - Segment Reporting (Tables)", "role": "http://www.conduent.com/role/SegmentReportingTables", "shortName": "Segment Reporting (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2320303 - Disclosure - Land, Buildings, Equipment and Software, Net (Tables)", "role": "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables", "shortName": "Land, Buildings, Equipment and Software, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2325304 - Disclosure - Leases, Codification Topic 842 (Tables)", "role": "http://www.conduent.com/role/LeasesCodificationTopic842Tables", "shortName": "Leases, Codification Topic 842 (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2332305 - Disclosure - Goodwill and Intangible Assets, Net (Tables)", "role": "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetTables", "shortName": "Goodwill and Intangible Assets, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2336306 - Disclosure - Restructuring and Asset Impairment Charges (Tables)", "role": "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesTables", "shortName": "Restructuring and Asset Impairment Charges (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002004 - Statement - Consolidated Statements of Comprehensive Income (Loss)", "role": "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "shortName": "Consolidated Statements of Comprehensive Income (Loss)", "subGroupType": "", "uniqueAnchor": null }, "R40": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:SupplementalfinancialinformationtableTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2339307 - Disclosure - Supplementary Financial Information (Tables)", "role": "http://www.conduent.com/role/SupplementaryFinancialInformationTables", "shortName": "Supplementary Financial Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:SupplementalfinancialinformationtableTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2346308 - Disclosure - Debt (Tables)", "role": "http://www.conduent.com/role/DebtTables", "shortName": "Debt (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2351309 - Disclosure - Financial Instruments (Tables)", "role": "http://www.conduent.com/role/FinancialInstrumentsTables", "shortName": "Financial Instruments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2354310 - Disclosure - Fair Value of Financial Assets and Liabilities (Tables)", "role": "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesTables", "shortName": "Fair Value of Financial Assets and Liabilities (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2361311 - Disclosure - Income Taxes (Tables)", "role": "http://www.conduent.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:StockBasedCompensantionExpenseTaxEffectTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2372312 - Disclosure - Shareholders' Equity (Tables)", "role": "http://www.conduent.com/role/ShareholdersEquityTables", "shortName": "Shareholders' Equity (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:StockBasedCompensantionExpenseTaxEffectTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2380313 - Disclosure - Other Comprehensive Income (Loss) (Tables)", "role": "http://www.conduent.com/role/OtherComprehensiveIncomeLossTables", "shortName": "Other Comprehensive Income (Loss) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2384314 - Disclosure - Earnings per Share (Tables)", "role": "http://www.conduent.com/role/EarningsperShareTables", "shortName": "Earnings per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2388315 - Disclosure - Related Party Transactions (Tables)", "role": "http://www.conduent.com/role/RelatedPartyTransactionsTables", "shortName": "Related Party Transactions (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406402 - Disclosure - Revenue - Disaggregated Revenue (Details)", "role": "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "shortName": "Revenue - Disaggregated Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityRevenueRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003005 - Statement - Consolidated Balance Sheets", "role": "http://www.conduent.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:ContractAssetsUnearnedIncomeandAccountsReceivableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetNetCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407403 - Disclosure - Revenue - Contract Assets and Liabilities (Details)", "role": "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails", "shortName": "Revenue - Contract Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:ContractAssetsUnearnedIncomeandAccountsReceivableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetNetNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408404 - Disclosure - Revenue - Performance Obligation (Details)", "role": "http://www.conduent.com/role/RevenuePerformanceObligationDetails", "shortName": "Revenue - Performance Obligation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostAmortization", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409405 - Disclosure - Revenue - Costs to Obtain and Fulfill a Contract (Details)", "role": "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails", "shortName": "Revenue - Costs to Obtain and Fulfill a Contract (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "ibb01be92a86141568703d7cdf5f8e10b_I20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:CapitalizedContractCostNetNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412406 - Disclosure - Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details)", "role": "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails", "shortName": "Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i3ac03b8110664ac0af8f72a4bb392dbb_D20210101-20211231", "decimals": "-6", "lang": "en-US", "name": "cndt:SegmentProfitLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413407 - Disclosure - Segment Reporting - Reconciliation Of Operating Profit Loss (Details)", "role": "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails", "shortName": "Segment Reporting - Reconciliation Of Operating Profit Loss (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414408 - Disclosure - Segment Reporting - Geographic Revenue and Assets (Details)", "role": "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails", "shortName": "Segment Reporting - Geographic Revenue and Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:NoncurrentAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "ia1e74eaf826c48d4b9d9994ec608573b_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableNetCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416409 - Disclosure - Divestiture (Details)", "role": "http://www.conduent.com/role/DivestitureDetails", "shortName": "Divestiture (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i29b3000399ad4395aee42ff89f78e39f_I20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AccountsReceivableNetCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableNetCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418410 - Disclosure - Accounts Receivable, Net (Details)", "role": "http://www.conduent.com/role/AccountsReceivableNetDetails", "shortName": "Accounts Receivable, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-5", "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2421411 - Disclosure - Land, Buildings, Equipment and Software, Net (Details)", "role": "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails", "shortName": "Land, Buildings, Equipment and Software, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedComputerSoftwareAdditions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2422412 - Disclosure - Land, Buildings, Equipment and Software, Net - Internal Use Software (Details)", "role": "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails", "shortName": "Land, Buildings, Equipment and Software, Net - Internal Use Software (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedComputerSoftwareAdditions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004006 - Statement - Consolidated Statements of Cash Flows", "role": "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "cndt:CapitalizedCloudComputingCostsAdditions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423413 - Disclosure - Land, Buildings, Equipment and Software, Net (Details)", "role": "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1", "shortName": "Land, Buildings, Equipment and Software, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "cndt:CapitalizedCloudComputingCostsAdditions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseRightOfUseAssetAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426414 - Disclosure - Leases - Lease Cost (Details)", "role": "http://www.conduent.com/role/LeasesLeaseCostDetails", "shortName": "Leases - Lease Cost (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseRightOfUseAssetAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:LesseeSupplementalInformationTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2427415 - Disclosure - Leases - Cash Flow (Details)", "role": "http://www.conduent.com/role/LeasesCashFlowDetails", "shortName": "Leases - Cash Flow (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:LesseeSupplementalInformationTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2428416 - Disclosure - Leases - Balance Sheet Classification (Details)", "role": "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails", "shortName": "Leases - Balance Sheet Classification (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:FinanceLeaseRightOfUseAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent", "reportCount": 1, "unique": true, "unitRef": "rate", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2429417 - Disclosure - Leases - Lease Info (Details)", "role": "http://www.conduent.com/role/LeasesLeaseInfoDetails", "shortName": "Leases - Lease Info (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent", "reportCount": 1, "unique": true, "unitRef": "rate", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430418 - Disclosure - Leases - Maturity (Details)", "role": "http://www.conduent.com/role/LeasesMaturityDetails", "shortName": "Leases - Maturity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "ia1e74eaf826c48d4b9d9994ec608573b_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2433419 - Disclosure - Goodwill and Intangible Assets, Net - Goodwill (Details)", "role": "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails", "shortName": "Goodwill and Intangible Assets, Net - Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:GoodwillForeignCurrencyTranslationGainLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsGrossExcludingGoodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434420 - Disclosure - Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details)", "role": "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails", "shortName": "Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsGrossExcludingGoodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "cndt:Netcurrentperiodrestructuringchargescontinuingoperations", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2437421 - Disclosure - Restructuring and Asset Impairment Charges (Details)", "role": "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails", "shortName": "Restructuring and Asset Impairment Charges (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "cndt:Netcurrentperiodrestructuringchargescontinuingoperations", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PrepaidExpenseAndOtherAssetsCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2440422 - Disclosure - Supplementary Financial Information, Other Current Assets (Details)", "role": "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails", "shortName": "Supplementary Financial Information, Other Current Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PrepaidExpenseAndOtherAssetsCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "link:footnote", "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RestrictedCashCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005007 - Statement - Consolidated Statements of Cash Flows (Parenthetical)", "role": "http://www.conduent.com/role/ConsolidatedStatementsofCashFlowsParenthetical", "shortName": "Consolidated Statements of Cash Flows (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OtherAccruedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2441423 - Disclosure - Supplementary Financial Information, Other Current Liabilities (Details)", "role": "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails", "shortName": "Supplementary Financial Information, Other Current Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OtherAccruedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "cndt:CapitalizedCostsInternalUseAndProductSoftwareTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedComputerSoftwareNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2442424 - Disclosure - Supplementary Financial Information, Other Long-Term Assets (Details)", "role": "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails", "shortName": "Supplementary Financial Information, Other Long-Term Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DeferredCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AccruedIncomeTaxesNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2443425 - Disclosure - Supplementary Financial Information, Other Long-Term Liabilities (Details)", "role": "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails", "shortName": "Supplementary Financial Information, Other Long-Term Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AccruedIncomeTaxesNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "link:footnote", "span", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:WeightedAverageLifeServicesRevenueDeferredSetupCosts", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2444426 - Disclosure - Supplementary Financial Information, Deferred Contract Costs (Details)", "role": "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails", "shortName": "Supplementary Financial Information, Deferred Contract Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "link:footnote", "span", "div", "cndt:SupplementalfinancialinformationtableTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "cndt:WeightedAverageLifeServicesRevenueDeferredSetupCosts", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseLiability", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2447427 - Disclosure - Debt - Long-term Debt (Details)", "role": "http://www.conduent.com/role/DebtLongtermDebtDetails", "shortName": "Debt - Long-term Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:OtherLoansPayable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LettersOfCreditOutstandingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2448428 - Disclosure - Debt - Credit Facility, Senior Notes, and Loan Repricing (Details)", "role": "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "shortName": "Debt - Credit Facility, Senior Notes, and Loan Repricing (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LettersOfCreditOutstandingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:InterestPaid", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2449429 - Disclosure - Debt - Interest Income/Expense (Details)", "role": "http://www.conduent.com/role/DebtInterestIncomeExpenseDetails", "shortName": "Debt - Interest Income/Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:InterestPaid", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "ica7bc353f77245a5b06f5f09c8dcaa61_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeNotionalAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452430 - Disclosure - Financial Instruments - Foreign Exchange Risk Management (Details)", "role": "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails", "shortName": "Financial Instruments - Foreign Exchange Risk Management (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "ica7bc353f77245a5b06f5f09c8dcaa61_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeNotionalAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i00984539a4344a3bb576c8587e3e4502_D20190101-20190131", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationConsiderationTransferred1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455431 - Disclosure - Fair Value of Financial Assets and Liabilities - Recurring (Details)", "role": "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails", "shortName": "Fair Value of Financial Assets and Liabilities - Recurring (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i00984539a4344a3bb576c8587e3e4502_D20190101-20190131", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationConsiderationTransferred1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i3752a6cefb2e4093b1598140c5aae2ea_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2456432 - Disclosure - Fair Value of Financial Assets and Liabilities - Nonrecurring (Details)", "role": "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails", "shortName": "Fair Value of Financial Assets and Liabilities - Nonrecurring (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i3752a6cefb2e4093b1598140c5aae2ea_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i72a2c9ec5ca74f70b625df8d2bd275d8_I20181231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006008 - Statement - Consolidated Statements of Shareholders' Equity", "role": "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity", "shortName": "Consolidated Statements of Shareholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i72a2c9ec5ca74f70b625df8d2bd275d8_I20181231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i18b4d1b3c66e40df88988dd9ff16f30d_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanBenefitObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2458433 - Disclosure - Employee Benefit Plans - Defined Benefit Plans (Details)", "role": "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails", "shortName": "Employee Benefit Plans - Defined Benefit Plans (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i18b4d1b3c66e40df88988dd9ff16f30d_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanBenefitObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "cndt:DefinedContributionsPlanContributions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2459434 - Disclosure - Employee Benefit Plans - Defined Contribution Plans (Details)", "role": "http://www.conduent.com/role/EmployeeBenefitPlansDefinedContributionPlansDetails", "shortName": "Employee Benefit Plans - Defined Contribution Plans (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "cndt:DefinedContributionsPlanContributions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2462435 - Disclosure - Income Taxes - Domestic and Foreign (Details)", "role": "http://www.conduent.com/role/IncomeTaxesDomesticandForeignDetails", "shortName": "Income Taxes - Domestic and Foreign (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2463436 - Disclosure - Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details)", "role": "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails", "shortName": "Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2464437 - Disclosure - Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details)", "role": "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails", "shortName": "Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2465438 - Disclosure - Income Taxes - Unrecognized Tax Benefits Rollforward (Details)", "role": "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails", "shortName": "Income Taxes - Unrecognized Tax Benefits Rollforward (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i14c7798e6e9b41e48bee9e53c0a05614_I20161231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UndistributedEarningsOfForeignSubsidiaries", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2466439 - Disclosure - Income Taxes - Deferred Tax Asset And Liability (Details)", "role": "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails", "shortName": "Income Taxes - Deferred Tax Asset And Liability (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UndistributedEarningsOfForeignSubsidiaries", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2468440 - Disclosure - Contingencies and Litigation - Litigation Against the Company (Details)", "role": "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails", "shortName": "Contingencies and Litigation - Litigation Against the Company (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i059c52a49b274e839a196374acffbcbc_I20211231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:GuaranteeObligationsMaximumExposure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i14c7798e6e9b41e48bee9e53c0a05614_I20161231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockSharesIssued", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2470441 - Disclosure - Preferred Stock (Details)", "role": "http://www.conduent.com/role/PreferredStockDetails", "shortName": "Preferred Stock (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i14c7798e6e9b41e48bee9e53c0a05614_I20161231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockSharesIssued", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2473442 - Disclosure - Shareholder's Equity - Stock (Details)", "role": "http://www.conduent.com/role/ShareholdersEquityStockDetails", "shortName": "Shareholder's Equity - Stock (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R9": { "firstAnchor": null, "groupType": "statement", "isDefault": "false", "longName": "1007009 - Statement - Consolidated Statements of Shareholders' Equity (Parenthetical)", "role": "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquityParenthetical", "shortName": "Consolidated Statements of Shareholders' Equity (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R90": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:StockBasedCompensantionExpenseTaxEffectTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2474443 - Disclosure - Shareholders' Equity - Total Stock-based Compensation Expense (Details)", "role": "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails", "shortName": "Shareholders' Equity - Total Stock-based Compensation Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:StockBasedCompensantionExpenseTaxEffectTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i5c545127cf234aba987310be0b19e99f_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2475444 - Disclosure - Shareholders' Equity - Share-based Compensation, Activity (Details)", "role": "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails", "shortName": "Shareholders' Equity - Share-based Compensation, Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i26a34a0077484792bec38ed554437861_I20181231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2476445 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details)", "role": "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails", "shortName": "Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i73fd0e18e17a4c3687404cf96ce9bafb_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:AggregateIntrinsicValueRestrictedStockAndPerformanceSharesCompensationAwardsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "ibb4eced354d942c18cbf2cf47f999437_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "cndt:Sharebasedcompensationarrangementbysharebasedpaymentawardequityinstrumentotherthanoptionsnonvestedintrinsicvalue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2477446 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details)", "role": "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails", "shortName": "Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:AggregateIntrinsicValueRestrictedStockAndPerformanceSharesCompensationAwardsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "ibb4eced354d942c18cbf2cf47f999437_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "cndt:Sharebasedcompensationarrangementbysharebasedpaymentawardequityinstrumentotherthanoptionsnonvestedintrinsicvalue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R94": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:VestedAndExercisedStockBasedAwardsTotalIntrinsicValueAndTaxBenefitRealizedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i5e8cf569fe3041209d8b2781f81ff6f4_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2478447 - Disclosure - Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details)", "role": "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails", "shortName": "Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "cndt:VestedAndExercisedStockBasedAwardsTotalIntrinsicValueAndTaxBenefitRealizedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i5e8cf569fe3041209d8b2781f81ff6f4_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R95": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2481448 - Disclosure - Other Comprehensive Income (Loss) (Details)", "role": "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails", "shortName": "Other Comprehensive Income (Loss) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R96": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "ia1e74eaf826c48d4b9d9994ec608573b_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AccumulatedOtherComprehensiveIncomeLossNetOfTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2482449 - Disclosure - Accumulated Other Comprehensive Loss (AOCL) (Details)", "role": "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails", "shortName": "Accumulated Other Comprehensive Loss (AOCL) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i442b2267485c4aeba06361f5ecb354cf_I20181231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AccumulatedOtherComprehensiveIncomeLossNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R97": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperations", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2485450 - Disclosure - Earnings per Share - Reconciliation (Details)", "role": "http://www.conduent.com/role/EarningsperShareReconciliationDetails", "shortName": "Earnings per Share - Reconciliation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperations", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R98": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2486451 - Disclosure - Earnings per Share - Anti-Dilutive Securities (Details)", "role": "http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails", "shortName": "Earnings per Share - Anti-Dilutive Securities (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R99": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2489452 - Disclosure - Related Party Transactions (Details)", "role": "http://www.conduent.com/role/RelatedPartyTransactionsDetails", "shortName": "Related Party Transactions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "cndt-20211231.htm", "contextRef": "i8451ff7c5021479c927656e6ecd9e085_D20210101-20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } } }, "segmentCount": 100, "tag": { "cndt_A2016CreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2016 credit facility", "label": "2016 credit facility [Member]", "terseLabel": "2016 credit facility" } } }, "localname": "A2016CreditFacilityMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_A2016CreditFacilityRevolverMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2016 Credit Facility revolver", "label": "2016 Credit Facility revolver [Member]", "terseLabel": "2016 Credit Facility revolver" } } }, "localname": "A2016CreditFacilityRevolverMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_A2021CreditFacilityRevolverMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2021 Credit Facility revolver", "label": "2021 Credit Facility revolver [Member]", "terseLabel": "2021 Credit Facility revolver" } } }, "localname": "A2021CreditFacilityRevolverMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_AccountsReceivableSales": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Accounts receivable factored in the period", "label": "Accounts Receivable Sales", "terseLabel": "Accounts Receivable Sales" } } }, "localname": "AccountsReceivableSales", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AdditionalPretaxlossondisposalandadjustmenttofinalsalesprice": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Additional Pre-tax loss on disposal and adjustment to final sales price", "label": "Additional Pre-tax loss on disposal and adjustment to final sales price", "terseLabel": "Additional Pre-tax loss on disposal and adjustment to final sales price" } } }, "localname": "AdditionalPretaxlossondisposalandadjustmenttofinalsalesprice", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AdditionsToInternalUseAndProductSoftwareTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Additions to Internal Use and Product Software [Table Text Block]", "label": "Additions to Internal Use and Product Software [Table Text Block]", "terseLabel": "Additions to Internal Use and Product Software" } } }, "localname": "AdditionsToInternalUseAndProductSoftwareTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables" ], "xbrltype": "textBlockItemType" }, "cndt_AdjustedNetIncomeAvailabletoCommonShareholdersCommon": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period) and discontinued operations.", "label": "Adjusted Net Income Available to Common Shareholders, Common", "terseLabel": "Adjusted Net Income Available to Common Shareholders" } } }, "localname": "AdjustedNetIncomeAvailabletoCommonShareholdersCommon", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AggregateIntrinsicValueRestrictedStockAndPerformanceSharesCompensationAwardsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aggregate intrinsic value restricted stock and performance shares compensation awards [Table Text Block] - outstanding awards aggregate intrisic value.", "label": "Aggregate intrinsic value restricted stock and performance shares compensation awards [Table Text Block]", "terseLabel": "Schedule of Aggregate intrinsic value restricted stock and performance shares compensation awards" } } }, "localname": "AggregateIntrinsicValueRestrictedStockAndPerformanceSharesCompensationAwardsTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "cndt_AllOtherCurrencyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Currency (buy/sell)", "label": "All Other Currency [Member]", "terseLabel": "All Other Currency [Member]" } } }, "localname": "AllOtherCurrencyMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "cndt_AmortizationExpenseForCloudComputing": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "amortization expense for cloud computing", "label": "amortization expense for cloud computing", "terseLabel": "amortization expense for cloud computing" } } }, "localname": "AmortizationExpenseForCloudComputing", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1" ], "xbrltype": "monetaryItemType" }, "cndt_Amortizationexpenseofintangibleassetsandproductpatents": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization expense of intangible assets and product patents - includes amortization of intangible assets and patents which is included in cost of sales. This custom concept relates to year 2011. We will only use this concept for reporting the 12.31.2013 annual report which includes three years. Starting with year-end 2014 we will use the standard GAAP concept which is the same concept used in the income statement.", "label": "Amortization expense of intangible assets and product patents", "verboseLabel": "Amortization of Intangible Assets" } } }, "localname": "Amortizationexpenseofintangibleassetsandproductpatents", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AmortizationofCustomerContractCostsCYPlus1": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization of Customer Contract Costs CY Plus 1", "label": "Amortization of Customer Contract Costs CY Plus 1", "terseLabel": "Amortization of Customer Contract Costs CY Plus 1" } } }, "localname": "AmortizationofCustomerContractCostsCYPlus1", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AmortizationofCustomerContractCostsCYPlus2": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization of Customer Contract Costs CY Plus 2", "label": "Amortization of Customer Contract Costs CY Plus 2", "terseLabel": "Amortization of Customer Contract Costs CY Plus 2" } } }, "localname": "AmortizationofCustomerContractCostsCYPlus2", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AmortizationofCustomerContractCostsCYPlus3": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization of Customer Contract Costs CY Plus 3", "label": "Amortization of Customer Contract Costs CY Plus 3", "terseLabel": "Amortization of Customer Contract Costs CY Plus 3" } } }, "localname": "AmortizationofCustomerContractCostsCYPlus3", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AmortizationofCustomerContractCostsCYPlus4": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization of Customer Contract Costs CY Plus 4", "label": "Amortization of Customer Contract Costs CY Plus 4", "terseLabel": "Amortization of Customer Contract Costs CY Plus 4" } } }, "localname": "AmortizationofCustomerContractCostsCYPlus4", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AmortizationofCustomerContractCostsCYPlus5": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization of Customer Contract Costs CY Plus 5", "label": "Amortization of Customer Contract Costs CY Plus 5", "terseLabel": "Amortization of Customer Contract Costs CY Plus 5" } } }, "localname": "AmortizationofCustomerContractCostsCYPlus5", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AmortizationofCustomerContractCostsCYPlus6andBeyond": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization of Customer Contract Costs CY Plus 6 and Beyond", "label": "Amortization of Customer Contract Costs CY Plus 6 and Beyond", "terseLabel": "Amortization of Customer Contract Costs CY Plus 6 and Beyond" } } }, "localname": "AmortizationofCustomerContractCostsCYPlus6andBeyond", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails" ], "xbrltype": "monetaryItemType" }, "cndt_AssetsHeldForSalePolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assets Held-for-Sale", "label": "Assets Held-for-Sale [Policy Text Block]", "terseLabel": "Assets Held-for-Sale" } } }, "localname": "AssetsHeldForSalePolicyTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "cndt_AuditorInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Auditor Information", "label": "Auditor Information [Abstract]" } } }, "localname": "AuditorInformationAbstract", "nsuri": "http://www.conduent.com/20211231", "xbrltype": "stringItemType" }, "cndt_AverageMaturityOfForeignExchangeHedgingContractsWithinSixAndTwelveMonths": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months", "label": "Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months", "terseLabel": "Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months" } } }, "localname": "AverageMaturityOfForeignExchangeHedgingContractsWithinSixAndTwelveMonths", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "percentItemType" }, "cndt_AverageMaturityOfForeignExchangeHedgingContractsWithinThreeAndSixMonths": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months Outstanding average forward exchange and purchase option contracts that mature within six months.", "label": "Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months", "terseLabel": "Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months" } } }, "localname": "AverageMaturityOfForeignExchangeHedgingContractsWithinThreeAndSixMonths", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "percentItemType" }, "cndt_AverageMaturityOfForeignExchangeHedgingContractsWithinThreeMonths": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Average Maturity of Foreign Exchange Hedging Contracts - within Three Months. Outstanding average forward exchange and purchase option contracts that mature within three months.", "label": "Average Maturity of Foreign Exchange Hedging Contracts - within Three Months", "terseLabel": "Average Maturity of Foreign Exchange Hedging Contracts - within Three Months" } } }, "localname": "AverageMaturityOfForeignExchangeHedgingContractsWithinThreeMonths", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "percentItemType" }, "cndt_AverageMaturityofForeignExchangeHedgingContractsgreaterthantwelvemonths": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months", "label": "Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months", "terseLabel": "Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months" } } }, "localname": "AverageMaturityofForeignExchangeHedgingContractsgreaterthantwelvemonths", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "percentItemType" }, "cndt_BadDebtProvision": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the current period expense charged against operations, the offset which is generally to the allowance for doubtful accounts for the purpose of reducing receivables, including notes receivable, to an amount that approximates their net realizable value (the amount expected to be collected).", "label": "Bad debt provision", "verboseLabel": "AR Additions charged to bad debt provision" } } }, "localname": "BadDebtProvision", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "cndt_BusinessOperationsSolutionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Includes offerings such as finance and accounting, transaction processing, and payment integrity services.", "label": "Business Operations Solutions [Member]", "terseLabel": "Transaction Processing" } } }, "localname": "BusinessOperationsSolutionsMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_CARESActDeferredPayrollTaxLiability": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "CARES Act deferred payroll tax liability", "label": "CARES Act deferred payroll tax liability", "terseLabel": "CARES Act deferred payroll tax liability" } } }, "localname": "CARESActDeferredPayrollTaxLiability", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "cndt_CapitalizedCloudComputingCostCurrent": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "capitalized cloud computing cost, current", "label": "capitalized cloud computing cost, current", "terseLabel": "Cloud computing implementation costs, net" } } }, "localname": "CapitalizedCloudComputingCostCurrent", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "cndt_CapitalizedCloudComputingCostNonCurrent": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "capitalized cloud computing cost, non-current", "label": "capitalized cloud computing cost, non-current", "terseLabel": "Cloud computing implementation costs, net" } } }, "localname": "CapitalizedCloudComputingCostNonCurrent", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "cndt_CapitalizedCloudComputingCostsAccumulatedAmortization": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "capitalized cloud computing costs, accumulated amortization", "label": "capitalized cloud computing costs, accumulated amortization", "terseLabel": "capitalized cloud computing costs, accumulated amortization" } } }, "localname": "CapitalizedCloudComputingCostsAccumulatedAmortization", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1" ], "xbrltype": "monetaryItemType" }, "cndt_CapitalizedCloudComputingCostsAdditions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "capitalized cloud computing costs, additions", "label": "capitalized cloud computing costs, additions", "terseLabel": "capitalized cloud computing costs, additions" } } }, "localname": "CapitalizedCloudComputingCostsAdditions", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1" ], "xbrltype": "monetaryItemType" }, "cndt_CapitalizedCloudComputingCostsGross": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "capitalized cloud computing costs, gross", "label": "capitalized cloud computing costs, gross", "terseLabel": "Cloud computing implementation costs, at cost" } } }, "localname": "CapitalizedCloudComputingCostsGross", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1" ], "xbrltype": "monetaryItemType" }, "cndt_CapitalizedCloudComputingCostsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "capitalized cloud computing costs", "label": "capitalized cloud computing costs [Table Text Block]", "terseLabel": "capitalized cloud computing costs" } } }, "localname": "CapitalizedCloudComputingCostsTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables" ], "xbrltype": "textBlockItemType" }, "cndt_CapitalizedCloudComputingCostsUsefulLivesMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "capitalized cloud computing costs, useful lives, maximum", "label": "capitalized cloud computing costs, useful lives, maximum", "terseLabel": "capitalized cloud computing costs, useful lives, maximum" } } }, "localname": "CapitalizedCloudComputingCostsUsefulLivesMaximum", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1" ], "xbrltype": "durationItemType" }, "cndt_CapitalizedCloudComputingCostsUsefulLivesMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "capitalized cloud computing costs, useful lives minimum", "label": "capitalized cloud computing costs, useful lives minimum", "terseLabel": "capitalized cloud computing costs, useful lives minimum" } } }, "localname": "CapitalizedCloudComputingCostsUsefulLivesMinimum", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "durationItemType" }, "cndt_CapitalizedCostsInternalUseAndProductSoftwareTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Capitalized Costs, Internal Use and Product Software [Table Text Block]", "label": "Capitalized Costs, Internal Use and Product Software [Table Text Block]", "terseLabel": "Capitalized Costs, Internal Use and Product Software" } } }, "localname": "CapitalizedCostsInternalUseAndProductSoftwareTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables" ], "xbrltype": "textBlockItemType" }, "cndt_CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomersAccumulatedAmortization": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "capitalized software development costs for software sold to customers, accumulated amortization", "label": "capitalized software development costs for software sold to customers, accumulated amortization", "negatedTerseLabel": "capitalized software development costs for software sold to customers, accumulated amortization" } } }, "localname": "CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomersAccumulatedAmortization", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "monetaryItemType" }, "cndt_CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomersGross": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Capitalized software development costs for software sold to customers, gross", "label": "Capitalized software development costs for software sold to customers, gross", "terseLabel": "Capitalized software development costs for software sold to customers, gross [Line Items]" } } }, "localname": "CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomersGross", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "monetaryItemType" }, "cndt_Capitalizedproductsoftware": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "capitalized product software", "label": "capitalized product software", "terseLabel": "capitalized product software" } } }, "localname": "Capitalizedproductsoftware", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "monetaryItemType" }, "cndt_CarryforwardIndefinitelyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Carryforward Indefinitely [Member]", "label": "Carryforward Indefinitely [Member]", "terseLabel": "Carryforward Indefinitely [Member]" } } }, "localname": "CarryforwardIndefinitelyMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "domainItemType" }, "cndt_ChangeinAOCIbeforereclassification": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Change in AOCI before reclassification", "label": "Change in AOCI before reclassification", "terseLabel": "Change in AOCI before reclassification" } } }, "localname": "ChangeinAOCIbeforereclassification", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails" ], "xbrltype": "monetaryItemType" }, "cndt_CloudComputingCostsNet": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "cloud computing costs, net", "label": "cloud computing costs, net", "terseLabel": "cloud computing costs, net" } } }, "localname": "CloudComputingCostsNet", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1" ], "xbrltype": "monetaryItemType" }, "cndt_CloudComputingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "cloud computing policy", "label": "cloud computing policy [Policy Text Block]", "terseLabel": "cloud computing policy" } } }, "localname": "CloudComputingPolicyPolicyTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "cndt_CommercialHealthcareSolutionsDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commercial healthcare solutions", "label": "Commercial healthcare solutions [Domain]", "terseLabel": "Commercial Healthcare [Domain]" } } }, "localname": "CommercialHealthcareSolutionsDomain", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_CommercialIndustriessegmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commercial Industries segment [Member]", "label": "Commercial Industries segment [Member]", "terseLabel": "Commercial Industries", "verboseLabel": "Commercial Industries segment" } } }, "localname": "CommercialIndustriessegmentMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails", "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails", "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "cndt_CommercialVehiclesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commercial Vehicle Operations is part of Public Sector Segment", "label": "Commercial Vehicles [Member]", "terseLabel": "Commercial Vehicle Operations" } } }, "localname": "CommercialVehiclesMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member]", "label": "Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member]", "terseLabel": "Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member]" } } }, "localname": "ConduentBusinessServicesLLCv.CognizantBusinessServiceLLCMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "domainItemType" }, "cndt_ContractAssetsUnearnedIncomeandAccountsReceivableTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Table Text Block] for Contract Assets, Unearned Income and Accounts Receivable", "label": "Contract Assets, Unearned Income and Accounts Receivable [Table Text Block]", "terseLabel": "Contract Assets, Unearned Income and Accounts Receivable" } } }, "localname": "ContractAssetsUnearnedIncomeandAccountsReceivableTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenuefromContractwithCustomerTables" ], "xbrltype": "textBlockItemType" }, "cndt_ContractFulfillmentCostMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contract Fulfillment Cost", "label": "Contract Fulfillment Cost [Member]", "terseLabel": "Contract Fulfillment Cost" } } }, "localname": "ContractFulfillmentCostMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails" ], "xbrltype": "domainItemType" }, "cndt_ContractInducementAmortization": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Contract inducement amortization", "label": "Contract Inducement Amortization", "terseLabel": "Contract inducement amortization" } } }, "localname": "ContractInducementAmortization", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "cndt_ContractualAndCorporateObligationsGuaranteeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Performance guarantees under certain services contracts, support for certain insurance programs, and support for obligations related to the Brazil tax and labor contingencies, all of which require the guarantor to make payments to a guaranteed party when certain criteria are met.", "label": "Contractual and Corporate Obligations Guarantee [Member]", "terseLabel": "Other contingencies letter of credits [Member]" } } }, "localname": "ContractualAndCorporateObligationsGuaranteeMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "domainItemType" }, "cndt_CurbsideManagementSolutionsDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Curbside Management Solutions", "label": "Curbside Management Solutions [Domain]", "terseLabel": "Curbside Management Solutions [Domain]" } } }, "localname": "CurbsideManagementSolutionsDomain", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_CustomerCareContractsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Customer Care Contracts", "label": "Customer Care Contracts [Member]", "terseLabel": "Customer Care Contracts" } } }, "localname": "CustomerCareContractsMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "domainItemType" }, "cndt_CustomerExperienceManagementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Comprises customer experience and omni-channel", "label": "Customer Experience Management [Member]", "terseLabel": "End-User Customer Experience" } } }, "localname": "CustomerExperienceManagementMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_DataCenterConsolidationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Data Center Consolidation [Member]", "label": "Data Center Consolidation [Member]", "terseLabel": "Data Center Consolidation [Member]" } } }, "localname": "DataCenterConsolidationMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "domainItemType" }, "cndt_DeferredTaxAssetsDeferredTaxExpenseCredits": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "deferred tax assets, deferred tax expense, credits", "label": "deferred tax assets, deferred tax expense, credits", "terseLabel": "deferred tax assets, deferred tax expense, credits" } } }, "localname": "DeferredTaxAssetsDeferredTaxExpenseCredits", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "cndt_DeferredTaxCapitalLossCarryforwardsToOffsetCapitalGain": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain", "label": "Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain", "terseLabel": "Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain" } } }, "localname": "DeferredTaxCapitalLossCarryforwardsToOffsetCapitalGain", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "cndt_DeferredTaxLiabliltiesUnearnedIncomeAndInstallmentSales": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liablilties, Unearned income and installment sales", "label": "Deferred Tax Liablilties, Unearned income and installment sales", "terseLabel": "Unearned income" } } }, "localname": "DeferredTaxLiabliltiesUnearnedIncomeAndInstallmentSales", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "cndt_DeferredTaxliabilitydepreciation": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax liability depreciation", "label": "Deferred Tax liability depreciation", "terseLabel": "Depreciation" } } }, "localname": "DeferredTaxliabilitydepreciation", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "cndt_DefinedContributionsPlanContributions": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "defined contributions plan contributions", "label": "defined contributions plan contributions", "terseLabel": "Post employment benefit plan contributions by employer" } } }, "localname": "DefinedContributionsPlanContributions", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedContributionPlansDetails" ], "xbrltype": "monetaryItemType" }, "cndt_Divestiturerevenue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Divestiture revenue", "label": "Divestiture revenue", "terseLabel": "Divestiture revenue" } } }, "localname": "Divestiturerevenue", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "monetaryItemType" }, "cndt_EducationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Education", "label": "Education [Member]", "terseLabel": "Education" } } }, "localname": "EducationMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "cndt_EffectiveIncomeTaxRateReconciliationUnrecognizedTaxBenefit": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "effective income tax rate reconciliation, unrecognized tax benefit", "label": "effective income tax rate reconciliation, unrecognized tax benefit", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationUnrecognizedTaxBenefit", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "cndt_EmployeeServiceSharebasedCompensationTaxBenefitfromvestedawards": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Employee Service Share-based Compensation, Tax Benefit from vested awards.", "label": "Employee Service Share-based Compensation, Tax Benefit from vested awards", "terseLabel": "Tax Benefit - RSU and PS awards" } } }, "localname": "EmployeeServiceSharebasedCompensationTaxBenefitfromvestedawards", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails" ], "xbrltype": "monetaryItemType" }, "cndt_EuroUSDollarMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Euro US Dollar", "label": "Euro US Dollar [Member]", "terseLabel": "Euro US Dollar" } } }, "localname": "EuroUSDollarMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "cndt_FinanceLeaseCost": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/LeasesLeaseCostDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Finance Lease, Cost", "label": "Finance Lease, Cost", "totalLabel": "Total Finance Lease Costs" } } }, "localname": "FinanceLeaseCost", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "cndt_ForeignExchangeContractsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "-- None. No documentation exists for this element. --", "label": "Foreign Exchange Contracts [Line Items]", "terseLabel": "Foreign Exchange Contracts [Line Items]" } } }, "localname": "ForeignExchangeContractsLineItems", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "stringItemType" }, "cndt_ForeignExchangeContractsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "-- None. No documentation exists for this element. --", "label": "Foreign Exchange Contracts [Table]", "terseLabel": "Foreign Exchange Contracts [Table]" } } }, "localname": "ForeignExchangeContractsTable", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "stringItemType" }, "cndt_GainLossOnDivestituresAndSalesOfAssets": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Gain Loss on divestitures and sales of assets", "label": "Gain Loss on divestitures and sales of assets", "negatedTerseLabel": "Loss on divestitures and sales of fixed assets, net" } } }, "localname": "GainLossOnDivestituresAndSalesOfAssets", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "cndt_GeographicalothercountriesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Geographical, other countries [Member]", "label": "Geographical, other countries [Member]", "terseLabel": "Other areas" } } }, "localname": "GeographicalothercountriesMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails" ], "xbrltype": "domainItemType" }, "cndt_GovernmentHealthcareSolutionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Government Services and Health [Member]-includes Federal, State and Local Government and Payment Services", "label": "Government Healthcare Solutions [Member]", "terseLabel": "Government Healthcare" } } }, "localname": "GovernmentHealthcareSolutionsMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_GovernmentServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Government services [Member]", "label": "Government services [Member]", "terseLabel": "Government services" } } }, "localname": "GovernmentServicesMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails", "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails", "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "cndt_GovernmentServicesSolutionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Government Services Solutions", "label": "Government Services Solutions [Member]", "terseLabel": "Payment Solutions" } } }, "localname": "GovernmentServicesSolutionsMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_HealthSolutionsPlusMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Health Solutions Plus [Member]", "label": "Health Solutions Plus [Member]", "terseLabel": "Health Solutions Plus" } } }, "localname": "HealthSolutionsPlusMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "domainItemType" }, "cndt_HumanResourceAndLearningServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Human Resource Services [Member]comprises human resource and workers' compensation", "label": "Human resource and learning services [Member]", "terseLabel": "Human Resource and Learning Services" } } }, "localname": "HumanResourceAndLearningServicesMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_IncentivecompensationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Incentive compensation [Member]", "label": "Incentive compensation [Member]", "terseLabel": "Incentive compensation [Member]" } } }, "localname": "IncentivecompensationMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "domainItemType" }, "cndt_IndianRupeeUSDollarMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Currency (buy/sell)", "label": "Indian Rupee U S Dollar Member", "terseLabel": "Indian Rupee U S Dollar Member" } } }, "localname": "IndianRupeeUSDollarMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "cndt_InducementPaymentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Inducement Payments", "label": "Inducement Payments [Member]", "terseLabel": "Inducement Payments" } } }, "localname": "InducementPaymentsMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails" ], "xbrltype": "domainItemType" }, "cndt_InterestIncome": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Interest Income - includes finance income, as well as other interest income that is included in Other expense, net.", "label": "Interest Income", "verboseLabel": "Interest Income" } } }, "localname": "InterestIncome", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtInterestIncomeExpenseDetails" ], "xbrltype": "monetaryItemType" }, "cndt_InternalUseAndProductSoftwareAmortization": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "internal use and product software, amortization", "label": "internal use and product software, amortization", "terseLabel": "internal use and product software, amortization" } } }, "localname": "InternalUseAndProductSoftwareAmortization", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "monetaryItemType" }, "cndt_InternalUseAndProductSoftwareUsefulLivesMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Internal Use and Product Software, Useful Lives Maximum", "label": "Internal Use and Product Software, Useful Lives Maximum", "terseLabel": "Internal Use and Product Software, Useful Lives Maximum" } } }, "localname": "InternalUseAndProductSoftwareUsefulLivesMaximum", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "durationItemType" }, "cndt_InternalUseAndProductSoftwareUsefulLivesMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Internal Use and Product Software, Useful lives Minimum", "label": "Internal Use and Product Software, Useful Lives Minimum", "terseLabel": "Internal Use and Product Software, Useful Lives Minimum" } } }, "localname": "InternalUseAndProductSoftwareUsefulLivesMinimum", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "durationItemType" }, "cndt_LandBuildingsAndEquipmentDepreciationExpenseTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Land, Buildings and Equipment Depreciation Expense [Table Text Block]", "label": "Land, Buildings and Equipment Depreciation Expense [Table Text Block]", "terseLabel": "Land, Buildings and Equipment Depreciation Expense" } } }, "localname": "LandBuildingsAndEquipmentDepreciationExpenseTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables" ], "xbrltype": "textBlockItemType" }, "cndt_LandBuildingsEquipmentandSoftwareNetTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Land, Buildings, Equipment and Software, Net [Text Block]", "label": "Land, Buildings, Equipment and Software, Net [Text Block]", "terseLabel": "Land, Buildings, Equipment and Software, Net" } } }, "localname": "LandBuildingsEquipmentandSoftwareNetTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNet" ], "xbrltype": "textBlockItemType" }, "cndt_LesseeOperatingLeaseNotYetCommencedLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "LesseeOperatingLeaseNotYetCommencedLiability", "label": "LesseeOperatingLeaseNotYetCommencedLiability", "terseLabel": "LesseeOperatingLeaseNotYetCommencedLiability" } } }, "localname": "LesseeOperatingLeaseNotYetCommencedLiability", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LeasesLeaseInfoDetails" ], "xbrltype": "monetaryItemType" }, "cndt_LesseeOperatingLeaseNotYetCommencedTermOfContract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "LesseeOperatingLeaseNotYetCommencedTermOfContract", "label": "LesseeOperatingLeaseNotYetCommencedTermOfContract", "terseLabel": "LesseeOperatingLeaseNotYetCommencedTermOfContract" } } }, "localname": "LesseeOperatingLeaseNotYetCommencedTermOfContract", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LeasesLeaseInfoDetails" ], "xbrltype": "durationItemType" }, "cndt_LesseeSupplementalInformationTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessee, Supplemental Information", "label": "Lessee, Supplemental Information [Table Text Block]", "terseLabel": "Lessee, Operating Lease, Disclosure" } } }, "localname": "LesseeSupplementalInformationTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LeasesCodificationTopic842Tables" ], "xbrltype": "textBlockItemType" }, "cndt_Liabilitiesheldforsalenotpartofdisposalgroupcurrent": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Liabilities held-for-sale, not part of disposal group current", "label": "Liabilities held-for-sale, not part of disposal group current", "terseLabel": "Liabilities held for sale" } } }, "localname": "Liabilitiesheldforsalenotpartofdisposalgroupcurrent", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "monetaryItemType" }, "cndt_LongTermDebtExcludingCurrentMaturitiesAndCapitalLeaseObligations": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long-Term Debt, Excluding Current Maturities And Capital Lease Obligations", "label": "Long-Term Debt, Excluding Current Maturities And Capital Lease Obligations", "terseLabel": "Long-term debt" } } }, "localname": "LongTermDebtExcludingCurrentMaturitiesAndCapitalLeaseObligations", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "cndt_LongTermDebtParentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long-term Debt, Parent [Member]", "label": "Long-term Debt, Parent [Member]", "terseLabel": "Principal Debt Balance" } } }, "localname": "LongTermDebtParentMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_LongtermDebtfromContinuingOperationsGross": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long-term Debt from Continuing Operations, Gross", "label": "Long-term Debt from Continuing Operations, Gross", "totalLabel": "Long-term Debt from Continuing Operations, Gross" } } }, "localname": "LongtermDebtfromContinuingOperationsGross", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "cndt_LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalDebtinYearTwo": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": 2.0, "parentTag": "cndt_LongtermDebtfromContinuingOperationsGross", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal Debt in Year Two", "label": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal Debt in Year Two", "terseLabel": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal Debt in Year Two" } } }, "localname": "LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalDebtinYearTwo", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "cndt_LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalafterYearFive": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": 6.0, "parentTag": "cndt_LongtermDebtfromContinuingOperationsGross", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal after Year Five", "label": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal after Year Five", "terseLabel": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal after Year Five" } } }, "localname": "LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalafterYearFive", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "cndt_LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalinYearFive": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": 5.0, "parentTag": "cndt_LongtermDebtfromContinuingOperationsGross", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Five", "label": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Five", "terseLabel": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Five" } } }, "localname": "LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalinYearFive", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "cndt_LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalinYearFour": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": 4.0, "parentTag": "cndt_LongtermDebtfromContinuingOperationsGross", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Four", "label": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Four", "terseLabel": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Four" } } }, "localname": "LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalinYearFour", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "cndt_LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalinYearThree": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": 3.0, "parentTag": "cndt_LongtermDebtfromContinuingOperationsGross", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Three", "label": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Three", "terseLabel": "Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Three" } } }, "localname": "LongtermDebtfromContinuingOperationsMaturitiesRepaymentsofPrincipalinYearThree", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "cndt_Longtermdebtfromcontinuingoperationsmaturitiesrepaymentsofprincipaldebtinnexttwelvemonths": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": 1.0, "parentTag": "cndt_LongtermDebtfromContinuingOperationsGross", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long-term debt from continuing operations, maturities, repayments of principal debt in next twelve months", "label": "Long-term debt from continuing operations, maturities, repayments of principal debt in next twelve months", "terseLabel": "Long-term debt from continuing operations, maturities, repayments of principal debt in next twelve months" } } }, "localname": "Longtermdebtfromcontinuingoperationsmaturitiesrepaymentsofprincipaldebtinnexttwelvemonths", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "cndt_LossContingencyIncreaseToDamagesSoughtValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Loss Contingency, Increase To Damages Sought, Value", "label": "Loss Contingency, Increase To Damages Sought, Value", "terseLabel": "Loss Contingency, Increase To Damages Sought, Value" } } }, "localname": "LossContingencyIncreaseToDamagesSoughtValue", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "monetaryItemType" }, "cndt_MexicanPesoUSDollarMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mexican Peso U. S. Dollar [Member]", "label": "Mexican Peso U. S. Dollar [Member]", "terseLabel": "Mexican Peso U. S. Dollar [Member]" } } }, "localname": "MexicanPesoUSDollarMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "cndt_MidasMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Midas", "label": "Midas [Member]", "terseLabel": "Midas" } } }, "localname": "MidasMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "domainItemType" }, "cndt_Netcurrentperiodrestructuringchargescontinuingoperations": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Net current period restructuring charges, continuing operations", "label": "Net current period restructuring charges, continuing operations", "terseLabel": "Net current period restructuring charges, continuing operations" } } }, "localname": "Netcurrentperiodrestructuringchargescontinuingoperations", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "monetaryItemType" }, "cndt_OfficersandSelectExecutivesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Officers and Select Executives [Member]", "label": "Officers and Select Executives [Member]", "terseLabel": "Officers and Select Executives [Member]" } } }, "localname": "OfficersandSelectExecutivesMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "cndt_OperatingCashFlowFromOperatingandFinanceLease": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/LeasesCashFlowDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Cash Flow From Operating and Finance Lease: Total base rent of operating leases and interest payment on finance leases", "label": "Operating Cash Flow From Operating and Finance Lease", "totalLabel": "Total Cash Flow from Operating Activities" } } }, "localname": "OperatingCashFlowFromOperatingandFinanceLease", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LeasesCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "cndt_OtherLandBuildingEquipmentandSoftware": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Other Land, Building, Equipment and Software", "label": "Other Land, Building, Equipment and Software", "terseLabel": "Other Land, Building, Equipment and Software" } } }, "localname": "OtherLandBuildingEquipmentandSoftware", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "cndt_PhilippinePesoUSDollarMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Philippine Peso U.S. Dollar [Member]", "label": "Philippine Peso U.S. Dollar [Member]", "terseLabel": "Philippine Peso U.S. Dollar [Member]" } } }, "localname": "PhilippinePesoUSDollarMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "cndt_PreferredStockInitialConversionPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred Stock Initial Conversion Price per Share", "label": "Preferred Stock Initial Conversion Price per Share", "terseLabel": "Total conversion of preferred stock shares into common stock, initial conversion price per share (in dollars per share)" } } }, "localname": "PreferredStockInitialConversionPricePerShare", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "perShareItemType" }, "cndt_Preferredstockannualdividends": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Preferred stock annual dividends", "label": "Preferred stock annual dividends", "terseLabel": "Preferred stock annual dividends" } } }, "localname": "Preferredstockannualdividends", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "monetaryItemType" }, "cndt_ProceedsPaymentsRelatedToDivestituresIncludingCashSold": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds (Payments) Related to Divestitures, Including Cash Sold", "label": "Proceeds (Payments) Related to Divestitures, Including Cash Sold", "terseLabel": "Proceeds from divestitures" } } }, "localname": "ProceedsPaymentsRelatedToDivestituresIncludingCashSold", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "cndt_ProductSoftwarenet": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Product Software, net", "label": "Product Software, net", "terseLabel": "Product Software, net" } } }, "localname": "ProductSoftwarenet", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "cndt_PublicSafetySolutionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public Safety Solutions", "label": "Public Safety Solutions [Member]", "terseLabel": "Photo and Parking" } } }, "localname": "PublicSafetySolutionsMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_RestrictedStockAndPerformanceSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restricted Stock and Performance Shares [Member] - Restricted Stock are shares that an entity has not yet issued because the agreed-upon consideration, such as employee services, has not yet been received. Performance Shares are shares or units awarded to employees for meeting certain performance targets.", "label": "Restricted Stock and Performance Shares [Member]", "terseLabel": "Restricted Stock and Performance Shares [Member]", "verboseLabel": "Restricted stock and performance shares [Member]" } } }, "localname": "RestrictedStockAndPerformanceSharesMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "domainItemType" }, "cndt_RestructuringCashPaymentsAndOtherChargedAgainstReserve": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Restructuring Cash Payments and Other Charged Against Reserve", "label": "Restructuring Cash Payments and Other Charged Against Reserve", "negatedTerseLabel": "restructuring cash payments and other charges against the reserve" } } }, "localname": "RestructuringCashPaymentsAndOtherChargedAgainstReserve", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "monetaryItemType" }, "cndt_RestructuringNetCurrentPeriodCharges": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Restructuring, Net Current Period Charges", "label": "Restructuring, Net Current Period Charges", "totalLabel": "Total Net Current Period Charges" } } }, "localname": "RestructuringNetCurrentPeriodCharges", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "monetaryItemType" }, "cndt_RoadwayChargingManagementServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Roadway Charging & Management Services", "label": "Roadway Charging & Management Services [Member]", "terseLabel": "Tolling" } } }, "localname": "RoadwayChargingManagementServicesMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_SalesCommissionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sales Commissions", "label": "Sales Commissions [Member]", "terseLabel": "Sales Commissions" } } }, "localname": "SalesCommissionsMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails" ], "xbrltype": "domainItemType" }, "cndt_ScheduleOfBasicAndDilutedEarningsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Basic And Diluted Earnings [Line Items]", "label": "Schedule of Basic And Diluted Earnings [Line Items]", "terseLabel": "Schedule of Basic And Diluted Earnings [Line Items]" } } }, "localname": "ScheduleOfBasicAndDilutedEarningsLineItems", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "cndt_ScheduleOfBasicAndDilutedEarningsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Basic And Diluted Earnings [Table]", "label": "Schedule of Basic And Diluted Earnings [Table]", "terseLabel": "Schedule of Basic And Diluted Earnings [Table]" } } }, "localname": "ScheduleOfBasicAndDilutedEarningsTable", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "cndt_ScheduleOfInterestExpenseAndInterestIncomeTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts of interest expense and income.", "label": "Schedule Of Interest Expense And Interest Income [Table Text Block]", "terseLabel": "Schedule Of Interest Expense And Interest Income" } } }, "localname": "ScheduleOfInterestExpenseAndInterestIncomeTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "cndt_SegmentProfitLoss": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of profit or loss recognized by the reportable segment.", "label": "Segment Profit Loss", "terseLabel": "Segment profit (loss)" } } }, "localname": "SegmentProfitLoss", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "cndt_SeniorNotesDue2029Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Notes due 2029", "label": "Senior Notes due 2029 [Member]", "terseLabel": "Senior Notes" } } }, "localname": "SeniorNotesDue2029Member", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_SeniorNotesdue2024Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Notes due 2024", "label": "Senior Notes due 2024 [Member]", "terseLabel": "Senior Notes due 2024 [Member]" } } }, "localname": "SeniorNotesdue2024Member", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_ShareBasedCompensationAwardsNonvestedUnrecognizedCompensationCostsRemainingWeightedAverageTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Based Compensation, Awards, Nonvested, Unrecognized Compensation Costs, Remaining Weighted Average Vesting Period (years).", "label": "Share Based Compensation, Awards, Nonvested, Unrecognized Compensation Costs, Remaining Weighted Average Term", "terseLabel": "Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)" } } }, "localname": "ShareBasedCompensationAwardsNonvestedUnrecognizedCompensationCostsRemainingWeightedAverageTerm", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails" ], "xbrltype": "durationItemType" }, "cndt_SharebasedCompensationArrangementbySharebasedPaymentAwardMaximumoverachievement": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award - Maximum over-achievement - amount by which original grant may not be exceeded.", "label": "Share-based Compensation Arrangement by Share-based Payment Award - Maximum over-achievement", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award - Maximum over-achievement" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardMaximumoverachievement", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "percentItemType" }, "cndt_Sharebasedcompensationarrangementbysharebasedpaymentawardequityinstrumentotherthanoptionsnonvestedintrinsicvalue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Share-based compensation arrangement by share based payment award equity instrument other than options, nonvested intrinsic value - the intrinsic value of equity-based compensation award not vested. Excludes stock and unit options.", "label": "Share-based compensation arrangement by share based payment award equity instrument other than options, nonvested intrinsic value", "terseLabel": "Aggregate intrinsic value of outstanding non option awards" } } }, "localname": "Sharebasedcompensationarrangementbysharebasedpaymentawardequityinstrumentotherthanoptionsnonvestedintrinsicvalue", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails" ], "xbrltype": "monetaryItemType" }, "cndt_ShareholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shareholder's Equity [Abstract]", "label": "Shareholder's Equity [Abstract]", "terseLabel": "Shareholder's Equity [Abstract]" } } }, "localname": "ShareholdersEquityAbstract", "nsuri": "http://www.conduent.com/20211231", "xbrltype": "stringItemType" }, "cndt_SkyviewCapitalLLCAndContinuumGlobalSolutionsLLCVConduentBusinessServicesLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC", "label": "Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC [Member]", "terseLabel": "Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC [Member]" } } }, "localname": "SkyviewCapitalLLCAndContinuumGlobalSolutionsLLCVConduentBusinessServicesLLCMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "domainItemType" }, "cndt_StockBasedCompensantionExpenseTaxEffectTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock-based Compensantion Expense, Tax Effect [Table Text Block]", "label": "Stock-based Compensantion Expense, Tax Effect [Table Text Block]", "terseLabel": "Schedule of Stock-based Compensation Expense, Tax Effect" } } }, "localname": "StockBasedCompensantionExpenseTaxEffectTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "cndt_Strategictransformationcosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Strategic transformation costs", "label": "Strategic transformation costs", "terseLabel": "Strategic transformation costs" } } }, "localname": "Strategictransformationcosts", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "monetaryItemType" }, "cndt_SupplementalFinancialInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Supplemental Financial Information [Abstract]", "label": "Supplemental Financial Information [Abstract]", "terseLabel": "Supplemental Financial Information [Abstract]" } } }, "localname": "SupplementalFinancialInformationAbstract", "nsuri": "http://www.conduent.com/20211231", "xbrltype": "stringItemType" }, "cndt_SupplementalFinancialInformationTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Supplemental Financial Information is the break out other current and non-current assets and liabilities", "label": "Supplemental Financial Information [Text Block]", "terseLabel": "Supplementary Financial Information" } } }, "localname": "SupplementalFinancialInformationTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationSupplementaryFinancialInformation" ], "xbrltype": "textBlockItemType" }, "cndt_SupplementalfinancialinformationtableTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Table Text Block] for Supplemental financial information table", "label": "Supplemental financial information table [Table Text Block]", "terseLabel": "Supplemental Financial Information Table" } } }, "localname": "SupplementalfinancialinformationtableTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationTables" ], "xbrltype": "textBlockItemType" }, "cndt_TermLoanADue2026Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Loan A due 2026", "label": "Term Loan A due 2026 [Member]", "terseLabel": "Term Loan A due 2026" } } }, "localname": "TermLoanADue2026Member", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_TermLoanAdue2022Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Loan A due 2022", "label": "Term Loan A due 2022 [Member]", "terseLabel": "Term Loan A due 2022 [Member]" } } }, "localname": "TermLoanAdue2022Member", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_TermLoanBDue2026Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Loan B due 2026", "label": "Term Loan B due 2026 [Member]", "terseLabel": "Term Loan B due 2026" } } }, "localname": "TermLoanBDue2026Member", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_TermLoanBdue2023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Loan B due 2023", "label": "Term Loan B due 2023 [Member]", "terseLabel": "Term Loan B due 2023 [Member]" } } }, "localname": "TermLoanBdue2023Member", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "cndt_TransitSolutionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Transit solutions", "label": "Transit solutions [Member]", "terseLabel": "Transit" } } }, "localname": "TransitSolutionsMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "cndt_TransportationServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Transportation Services", "label": "Transportation Services [Member]", "terseLabel": "Transportation Services" } } }, "localname": "TransportationServicesMember", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails", "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails", "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "cndt_Unrecognizedtaxbenefitsotheruncertaintaxpositionsoffsettingbenefitsfromotherjurisdictions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "unrecognized tax benefits, other uncertain tax positions offsetting benefits from other jurisdictions", "label": "unrecognized tax benefits, other uncertain tax positions offsetting benefits from other jurisdictions", "terseLabel": "unrecognized tax benefits, other uncertain tax positions offsetting benefits from other jurisdictions" } } }, "localname": "Unrecognizedtaxbenefitsotheruncertaintaxpositionsoffsettingbenefitsfromotherjurisdictions", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "cndt_VestedAndExercisedStockBasedAwardsTotalIntrinsicValueAndTaxBenefitRealizedTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Vested and exercised stock based awards total intrinsic value and tax benefit realized [Table Text Block] includes restricted stock, performance shares and stock options.", "label": "Vested and exercised stock based awards total intrinsic value and tax benefit realized [Table Text Block]", "terseLabel": "Schedule of Vested and exercised stock based awards total intrinsic value and tax benefit realized" } } }, "localname": "VestedAndExercisedStockBasedAwardsTotalIntrinsicValueAndTaxBenefitRealizedTableTextBlock", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "cndt_WeightedAverageLifeServicesRevenueDeferredSetupCosts": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted-average Life, Services Revenue, Deferred Set-up Costs -the weighted-average amortization period for set-up, transition and incudement costs related to service contracts.", "label": "Weighted Average Life, Services Revenue, Deferred Set-up Costs", "terseLabel": "Weighted Average Life, Services Revenue, Deferred Set-up Costs" } } }, "localname": "WeightedAverageLifeServicesRevenueDeferredSetupCosts", "nsuri": "http://www.conduent.com/20211231", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails" ], "xbrltype": "durationItemType" }, "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2021", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails", "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r848", "r849", "r850" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/AuditInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r848", "r849", "r850" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r848", "r849", "r850" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r848", "r849", "r850" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r851" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r846" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference [Text Block]" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressAddressLine2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 2 such as Street or Suite number", "label": "Entity Address, Address Line Two", "terseLabel": "Entity Address, Address Line Two" } } }, "localname": "EntityAddressAddressLine2", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r845" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding (in shares)" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r845" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r845" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r859" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r845" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r845" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r845" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r845" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r871" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r848", "r849", "r850" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r844" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r847" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.conduent.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "srt_CondensedFinancialInformationOfParentCompanyOnlyDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Condensed Financial Information Disclosure [Abstract]" } } }, "localname": "CondensedFinancialInformationOfParentCompanyOnlyDisclosureAbstract", "nsuri": "http://fasb.org/srt/2021-01-31", "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAdjustmentMember": { "auth_ref": [ "r0", "r160", "r165", "r171", "r256", "r561", "r562", "r563", "r602", "r603", "r651", "r652", "r653", "r654", "r872" ], "lang": { "en-us": { "role": { "documentation": "Increase (decrease) to financial statements for cumulative-effect adjustment in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption, Adjustment [Member]", "terseLabel": "Cumulative Effect, Period of Adoption, Adjustment" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAdjustmentMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAxis": { "auth_ref": [ "r0", "r160", "r165", "r171", "r256", "r561", "r562", "r563", "r602", "r603", "r651", "r652", "r653", "r654", "r872" ], "lang": { "en-us": { "role": { "documentation": "Information by cumulative-effect adjustment to financial statements in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption [Axis]", "terseLabel": "Cumulative Effect, Period of Adoption [Axis]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionDomain": { "auth_ref": [ "r0", "r160", "r165", "r171", "r256", "r561", "r562", "r563", "r602", "r603", "r651", "r652", "r653", "r654", "r872" ], "lang": { "en-us": { "role": { "documentation": "Cumulative-effect adjustment to financial statements in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption [Domain]", "terseLabel": "Cumulative Effect, Period of Adoption [Domain]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "domainItemType" }, "srt_EuropeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Continent of Europe.", "label": "Europe [Member]", "terseLabel": "Europe" } } }, "localname": "EuropeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails" ], "xbrltype": "domainItemType" }, "srt_LitigationCaseAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of judicial proceeding, alternative dispute resolution or claim.", "label": "Litigation Case [Axis]", "terseLabel": "Litigation Case [Axis]" } } }, "localname": "LitigationCaseAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "stringItemType" }, "srt_LitigationCaseTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Judicial proceeding, alternative dispute resolution or claim. For example, but not limited to, name of case, category of litigation, or other differentiating information.", "label": "Litigation Case [Domain]", "terseLabel": "Litigation Case [Domain]" } } }, "localname": "LitigationCaseTypeDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r366", "r405", "r541", "r544", "r735", "r736", "r737", "r739", "r740", "r741", "r760", "r812", "r815", "r838", "r839" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum [Member]" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r366", "r405", "r541", "r544", "r735", "r736", "r737", "r739", "r740", "r741", "r760", "r812", "r815", "r838", "r839" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r232", "r452", "r456", "r763", "r811", "r813" ], "lang": { "en-us": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r232", "r452", "r456", "r763", "r811", "r813" ], "lang": { "en-us": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r366", "r405", "r485", "r541", "r544", "r735", "r736", "r737", "r739", "r740", "r741", "r760", "r812", "r815", "r838", "r839" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]", "terseLabel": "Range [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r366", "r405", "r485", "r541", "r544", "r735", "r736", "r737", "r739", "r740", "r741", "r760", "r812", "r815", "r838", "r839" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]", "terseLabel": "Range [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock": { "auth_ref": [ "r155", "r870" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]", "terseLabel": "Valuation and Qualifying Accounts" } } }, "localname": "ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccounts" ], "xbrltype": "textBlockItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r233", "r234", "r452", "r457", "r814", "r829", "r830", "r831", "r832", "r833", "r834", "r835", "r836", "r837", "r860", "r862", "r863", "r864", "r865", "r866", "r867", "r868", "r869" ], "lang": { "en-us": { "role": { "documentation": "Geographical area.", "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r233", "r234", "r452", "r457", "r814", "r824", "r829", "r830", "r831", "r832", "r833", "r834", "r835", "r836", "r837", "r860", "r861" ], "lang": { "en-us": { "role": { "documentation": "Information by geographical components.", "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r238", "r719" ], "lang": { "en-us": { "role": { "documentation": "Information by title of individual or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Axis]", "terseLabel": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Title of individual, or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Domain]", "terseLabel": "Relationship to Entity [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "srt_ValuationAndQualifyingAccountsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]" } } }, "localname": "ValuationAndQualifyingAccountsAbstract", "nsuri": "http://fasb.org/srt/2021-01-31", "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureLineItems", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureTable": { "auth_ref": [ "r149", "r150", "r151", "r153", "r154", "r870" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureTable", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r55", "r724" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableMember": { "auth_ref": [ "r825" ], "lang": { "en-us": { "role": { "documentation": "Due from customers or clients for goods or services that have been delivered or sold.", "label": "Accounts Receivable [Member]", "terseLabel": "Accounts Receivable [Member]" } } }, "localname": "AccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r18", "r40", "r239", "r240" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net", "verboseLabel": "Accounts receivable, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccountsReceivableNetDetails", "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccrualForTaxesOtherThanIncomeTaxesCurrent": { "auth_ref": [ "r25", "r59", "r566" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrual for Taxes Other than Income Taxes, Current", "terseLabel": "Accrual for Taxes Other than Income Taxes, Current" } } }, "localname": "AccrualForTaxesOtherThanIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesCurrent": { "auth_ref": [ "r32", "r773", "r796" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations.", "label": "Accrued Income Taxes, Current", "terseLabel": "Taxes Payable, Current" } } }, "localname": "AccruedIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesNoncurrent": { "auth_ref": [ "r34", "r773", "r796" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due beyond one year or the operating cycle, whichever is longer. Alternate captions include income taxes payable, noncurrent.", "label": "Accrued Income Taxes, Noncurrent", "terseLabel": "Accrued Income Taxes, Noncurrent" } } }, "localname": "AccruedIncomeTaxesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember": { "auth_ref": [ "r80", "r85", "r96", "r97", "r98", "r633" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive (income) loss related to defined benefit plans attributable to the parent.", "label": "Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]", "terseLabel": "Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]" } } }, "localname": "AccumulatedDefinedBenefitPlansAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r53", "r302" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedTerseLabel": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember": { "auth_ref": [ "r78", "r85", "r632" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges, attributable to the parent.", "label": "Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]", "terseLabel": "Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]" } } }, "localname": "AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r43", "r83", "r84", "r85", "r799", "r820", "r821" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "periodEndLabel": "Balance at end of period", "periodStartLabel": "Balance at beginning of period", "terseLabel": "Accumulated other comprehensive loss" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails", "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r82", "r85", "r96", "r97", "r98", "r157", "r158", "r159", "r633", "r816", "r817", "r873" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "AOCL [Member]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedTranslationAdjustmentMember": { "auth_ref": [ "r76", "r85", "r96", "r97", "r98", "r633", "r679", "r680", "r681", "r682", "r684" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to the parent.", "label": "Accumulated Foreign Currency Adjustment Attributable to Parent [Member]", "terseLabel": "Accumulated Foreign Currency Adjustment Attributable to Parent [Member]" } } }, "localname": "AccumulatedTranslationAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r41", "r564", "r724" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r157", "r158", "r159", "r561", "r562", "r563", "r653" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital [Member]" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments required to reconcile net loss to cash flows from operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AllOtherSegmentsMember": { "auth_ref": [ "r202", "r219", "r220", "r221", "r222", "r224" ], "lang": { "en-us": { "role": { "documentation": "Operating segments classified as other. Excludes intersegment elimination and reconciling items.", "label": "Other Segments [Member]", "terseLabel": "Other" } } }, "localname": "AllOtherSegmentsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails", "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r547", "r557", "r565" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "terseLabel": "Stock-based compensation expense, pre-tax" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsPremiumsAndOtherReceivables": { "auth_ref": [ "r242" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The valuation allowance as of the balance sheet date to reduce the gross amount of receivables to estimated net realizable value, which would be presented in parentheses on the face of the balance sheet.", "label": "Allowance for Doubtful Accounts, Premiums and Other Receivables", "periodEndLabel": "AR Valuation and Qualifying Accounts Ending Balance", "periodStartLabel": "AR Valuation and Qualifying Accounts Beginning Balance" } } }, "localname": "AllowanceForDoubtfulAccountsPremiumsAndOtherReceivables", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r242", "r257", "r259", "r260" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss", "terseLabel": "Allowance for Doubtful Accounts Receivable" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCosts": { "auth_ref": [ "r108", "r131", "r386", "r690" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt issuance costs.", "label": "Amortization of Debt Issuance Costs", "terseLabel": "Amortization of debt financing costs" } } }, "localname": "AmortizationOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r131", "r282", "r289" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization of acquired intangible assets" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r185" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Total Securities (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r185" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share, by Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r185" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AssetImpairmentCharges": { "auth_ref": [ "r131", "r298" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.", "label": "Asset Impairment Charges", "terseLabel": "Asset Impairment Charges" } } }, "localname": "AssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r143", "r214", "r221", "r228", "r255", "r350", "r351", "r352", "r354", "r355", "r356", "r357", "r358", "r359", "r361", "r362", "r629", "r635", "r672", "r722", "r724", "r771", "r795" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total Assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r19", "r20", "r71", "r143", "r255", "r350", "r351", "r352", "r354", "r355", "r356", "r357", "r358", "r359", "r361", "r362", "r629", "r635", "r672", "r722", "r724" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r657" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "terseLabel": "Total" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Fair Value Disclosure [Abstract]", "terseLabel": "Assets:" } } }, "localname": "AssetsFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsHeldForSaleNotPartOfDisposalGroup": { "auth_ref": [ "r297" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets held-for-sale that are not part of a disposal group.", "label": "Assets Held-for-sale, Not Part of Disposal Group", "terseLabel": "Assets held for sale" } } }, "localname": "AssetsHeldForSaleNotPartOfDisposalGroup", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r548", "r559" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails", "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r156" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.", "label": "Basis of Presentation and Significant Accounting Policies [Text Block]", "terseLabel": "Basis of Presentation and Significant Accounting Policies" } } }, "localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatements" ], "xbrltype": "textBlockItemType" }, "us-gaap_BuildingMember": { "auth_ref": [ "r301" ], "lang": { "en-us": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities.", "label": "Building [Member]", "terseLabel": "Building and building equipment [Member]" } } }, "localname": "BuildingMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BuildingsAndImprovementsGross": { "auth_ref": [ "r22", "r301" ], "calculation": { "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation of building structures held for productive use including addition, improvement, or renovation to the structure, including, but not limited to, interior masonry, interior flooring, electrical, and plumbing.", "label": "Buildings and Improvements, Gross", "terseLabel": "Buildings and Improvements, Gross" } } }, "localname": "BuildingsAndImprovementsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r539", "r542" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r539", "r542", "r617", "r618" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r620", "r621", "r622" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Consideration transferred for acquisition" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueHigh": { "auth_ref": [ "r623" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "For contingent consideration arrangements recognized in connection with a business combination, this element represents an estimate of the high-end of the potential range (undiscounted) of the consideration which may be paid.", "label": "Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High", "terseLabel": "Maximum contingent consideration payment" } } }, "localname": "BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueHigh", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeaseObligationsMember": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "A borrowing recorded for a lease meeting the criteria for capitalization. A lease is defined as an agreement conveying the right to use property, plant, or equipment (land or depreciable assets) usually for a stated period of time.", "label": "Capital Lease Obligations [Member]", "terseLabel": "Capital Lease Obligations [Member]" } } }, "localname": "CapitalLeaseObligationsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalizationOfInternalCostsPolicy": { "auth_ref": [ "r766", "r767" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for capitalizing internal costs associated with exploration and production activities.", "label": "Capitalization of Internal Costs, Policy [Policy Text Block]", "terseLabel": "Capitalization of Internal Costs" } } }, "localname": "CapitalizationOfInternalCostsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalizedComputerSoftwareAccumulatedAmortization": { "auth_ref": [ "r842" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "For each balance sheet presented, the amount of accumulated amortization for capitalized computer software costs.", "label": "Capitalized Computer Software, Accumulated Amortization", "negatedTerseLabel": "Capitalized Computer Software, Accumulated Amortization" } } }, "localname": "CapitalizedComputerSoftwareAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedComputerSoftwareAdditions": { "auth_ref": [ "r283" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Additions made to capitalized computer software costs during the period.", "label": "Capitalized Computer Software, Additions", "terseLabel": "Capitalized Computer Software, Additions" } } }, "localname": "CapitalizedComputerSoftwareAdditions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedComputerSoftwareGross": { "auth_ref": [ "r842" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated amortization of capitalized costs for computer software, including but not limited to, acquired and internally developed computer software.", "label": "Capitalized Computer Software, Gross", "terseLabel": "Capitalized Computer Software, Gross" } } }, "localname": "CapitalizedComputerSoftwareGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedComputerSoftwareImpairments1": { "auth_ref": [ "r841", "r843" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of impairment loss from capitalized computer software costs.", "label": "Capitalized Computer Software, Impairments", "negatedTerseLabel": "Capitalized Computer Software, Gross", "terseLabel": "Write-off of implementation costs", "verboseLabel": "Impairment charges" } } }, "localname": "CapitalizedComputerSoftwareImpairments1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails_1" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedComputerSoftwareNet": { "auth_ref": [ "r840" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date.", "label": "Capitalized Computer Software, Net", "terseLabel": "Capitalized Computer Software, Net", "verboseLabel": "Capitalized Computer Software, Net" } } }, "localname": "CapitalizedComputerSoftwareNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostAmortization": { "auth_ref": [ "r270" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Amortization", "terseLabel": "Capitalized Contract Cost, Amortization" } } }, "localname": "CapitalizedContractCostAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationDeferredContractCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostAxis": { "auth_ref": [ "r269" ], "lang": { "en-us": { "role": { "documentation": "Information by cost capitalized in obtaining or fulfilling contract with customer.", "label": "Capitalized Contract Cost [Axis]", "terseLabel": "Capitalized Contract Cost [Axis]" } } }, "localname": "CapitalizedContractCostAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalizedContractCostDomain": { "auth_ref": [ "r269" ], "lang": { "en-us": { "role": { "documentation": "Cost capitalized in obtaining and fulfilling contract with customer.", "label": "Capitalized Contract Cost [Domain]", "terseLabel": "Capitalized Contract Cost [Domain]" } } }, "localname": "CapitalizedContractCostDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalizedContractCostLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Capitalized Contract Cost [Line Items]", "terseLabel": "Capitalized Contract Cost [Line Items]" } } }, "localname": "CapitalizedContractCostLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalizedContractCostNetNoncurrent": { "auth_ref": [ "r269" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as noncurrent.", "label": "Capitalized Contract Cost, Net, Noncurrent", "terseLabel": "Capitalized Contract Cost, Net, Noncurrent" } } }, "localname": "CapitalizedContractCostNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostTable": { "auth_ref": [ "r269" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about cost capitalized in obtaining or fulfilling contract with customer.", "label": "Capitalized Contract Cost [Table]", "terseLabel": "Capitalized Contract Cost [Table]" } } }, "localname": "CapitalizedContractCostTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueCoststoObtainandFulfillaContractDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomers": { "auth_ref": [ "r30", "r770", "r794", "r840" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Unamortized costs incurred for development of computer software, which is to be sold, leased or otherwise marketed, after establishing technological feasibility through to the general release of the software products. Excludes capitalized costs of developing software for internal use.", "label": "Capitalized Software Development Costs for Software Sold to Customers", "terseLabel": "Product software" } } }, "localname": "CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomers", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CarryingReportedAmountFairValueDisclosureMember": { "auth_ref": [ "r670", "r671" ], "lang": { "en-us": { "role": { "documentation": "Measured as reported on the statement of financial position (balance sheet).", "label": "Reported Value Measurement [Member]", "terseLabel": "Carrying Amount [Member]" } } }, "localname": "CarryingReportedAmountFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r17", "r50", "r133" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "verboseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r27", "r134" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r128", "r133", "r136" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash, Cash Equivalents and Restricted Cash at End of period", "periodStartLabel": "Cash, Cash Equivalents and Restricted Cash at Beginning of Period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r128", "r675" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Increase (decrease) in cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r140", "r143", "r174", "r178", "r179", "r181", "r183", "r192", "r193", "r194", "r255", "r350", "r355", "r356", "r357", "r361", "r362", "r403", "r404", "r408", "r412", "r672", "r852" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails", "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails", "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r64", "r330", "r779", "r803" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Contingencies (See Note 16)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]", "terseLabel": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r327", "r328", "r329", "r341", "r826" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Contingencies and Litigation" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/CommitmentandContingencies", "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r67" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Common Stock, Capital Shares Reserved for Future Issuance (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r157", "r158", "r653" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity", "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common Stock, Par or Stated Value Per Share (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common Stock, Shares Authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r39", "r420" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Shares of common stock issued and outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r39", "r724" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r91", "r93", "r94", "r105", "r784", "r807" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive Income (Loss), Net" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNoteTextBlock": { "auth_ref": [ "r104", "r116", "r783", "r806" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.", "label": "Comprehensive Income (Loss) Note [Text Block]", "terseLabel": "Comprehensive Income (Loss) Note" } } }, "localname": "ComprehensiveIncomeNoteTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLoss" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r137", "r631" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Basis of Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionInProgressGross": { "auth_ref": [ "r301" ], "calculation": { "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails": { "order": 5.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress, Gross", "terseLabel": "Construction in Progress, Gross" } } }, "localname": "ConstructionInProgressGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction in progress [Member]" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractTerminationMember": { "auth_ref": [ "r312", "r313", "r322", "r323" ], "lang": { "en-us": { "role": { "documentation": "Termination of a contract associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Contract Termination [Member]", "terseLabel": "Lease Cancellation and Other Costs [Member]" } } }, "localname": "ContractTerminationMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerAssetAndLiabilityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]", "terseLabel": "Contract Assets (Unearned Income)" } } }, "localname": "ContractWithCustomerAssetAndLiabilityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContractWithCustomerAssetNet": { "auth_ref": [ "r430", "r432", "r453" ], "calculation": { "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "Contract with Customer, Asset, after Allowance for Credit Loss", "totalLabel": "Net Contract Assets (Unearned Income)" } } }, "localname": "ContractWithCustomerAssetNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerAssetNetCurrent": { "auth_ref": [ "r430", "r432", "r453" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_ContractWithCustomerAssetNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current.", "label": "Contract with Customer, Asset, after Allowance for Credit Loss, Current", "terseLabel": "Contract assets" } } }, "localname": "ContractWithCustomerAssetNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerAssetNetNoncurrent": { "auth_ref": [ "r430", "r432", "r453" ], "calculation": { "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_ContractWithCustomerAssetNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as noncurrent.", "label": "Contract with Customer, Asset, after Allowance for Credit Loss, Noncurrent", "terseLabel": "Long-term Contract Asset" } } }, "localname": "ContractWithCustomerAssetNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r430", "r431", "r453" ], "calculation": { "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_ContractWithCustomerAssetNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "negatedTerseLabel": "Current Unearned Income" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityNoncurrent": { "auth_ref": [ "r430", "r431", "r453" ], "calculation": { "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_ContractWithCustomerAssetNet", "weight": -1.0 }, "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as noncurrent.", "label": "Contract with Customer, Liability, Noncurrent", "negatedTerseLabel": "Unearned Income, Non-Current", "terseLabel": "Long-term Unearned Income" } } }, "localname": "ContractWithCustomerLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueContractAssetsandLiabilitiesDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r454" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "terseLabel": "Revenue Recognized" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertiblePreferredStockMember": { "auth_ref": [ "r403", "r404", "r408" ], "lang": { "en-us": { "role": { "documentation": "Preferred stock that may be exchanged into common shares or other types of securities at the owner's option.", "label": "Convertible Preferred Stock [Member]", "terseLabel": "Convertible Preferred Stock [Member]", "verboseLabel": "Convertible preferred stock [Member]" } } }, "localname": "ConvertiblePreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConvertiblePreferredStockSharesIssuedUponConversion": { "auth_ref": [ "r37", "r38", "r415", "r421", "r424" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued for each share of convertible preferred stock that is converted.", "label": "Convertible Preferred Stock, Shares Issued upon Conversion", "terseLabel": "Preferred stock converted into common shares (in shares)" } } }, "localname": "ConvertiblePreferredStockSharesIssuedUponConversion", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ConvertiblePreferredStockSharesReservedForFutureIssuance": { "auth_ref": [ "r65" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of nonredeemable convertible preferred shares reserved for future issuance.", "label": "Convertible Preferred Stock, Shares Reserved for Future Issuance", "terseLabel": "Convertible Preferred Stock, Shares Reserved for Future Issuance" } } }, "localname": "ConvertiblePreferredStockSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ConvertiblePreferredStockTermsOfConversion": { "auth_ref": [ "r37", "r38", "r421", "r425", "r426", "r427" ], "lang": { "en-us": { "role": { "documentation": "Description of conversion terms for preferred stock.", "label": "Preferred Stock, Convertible, Terms", "terseLabel": "Convertible Preferred Stock, Terms of Conversion" } } }, "localname": "ConvertiblePreferredStockTermsOfConversion", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CorporateMember": { "auth_ref": [ "r202" ], "lang": { "en-us": { "role": { "documentation": "Component of an entity that usually provides financial, operational and administrative support and is considered an operating segment. Excludes intersegment elimination and reconciling items.", "label": "Corporate Segment [Member]", "terseLabel": "Corporate Segment" } } }, "localname": "CorporateMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r113", "r763" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 4.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "terseLabel": "Cost of services (excluding depreciation and amortization)" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpenses": { "auth_ref": [ "r109" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total costs of sales and operating expenses for the period.", "label": "Costs and Expenses", "totalLabel": "Total Operating Costs and Expenses" } } }, "localname": "CostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Costs and Expenses [Abstract]", "terseLabel": "Operating Costs and Expenses" } } }, "localname": "CostsAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r144", "r599", "r606" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "Current Federal Tax (Benefit) Expense" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r144", "r599" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "Current Foreign Tax Expense" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r144", "r599", "r606" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails": { "order": 5.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "Current State Tax Expense" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerListsMember": { "auth_ref": [ "r619" ], "lang": { "en-us": { "role": { "documentation": "Information about customers such as their name and contact information; it may also be an extensive database that includes other information about the customers such as their order history and demographic information.", "label": "Customer Lists [Member]", "terseLabel": "Customer relationships [Member]" } } }, "localname": "CustomerListsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r139", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r380", "r387", "r388", "r390", "r399" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "verboseLabel": "Debt" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/Debt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r31", "r32", "r33", "r142", "r148", "r363", "r364", "r365", "r366", "r367", "r368", "r370", "r376", "r377", "r378", "r379", "r381", "r382", "r383", "r384", "r385", "r386", "r393", "r394", "r395", "r396", "r691", "r772", "r776", "r793" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r33", "r391", "r776", "r793" ], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Letter of credit sub-facility", "totalLabel": "Principal debt" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentDescriptionOfVariableRateBasis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of reference rate used for variable rate of debt instrument.", "label": "Debt Instrument, Description of Variable Rate Basis", "terseLabel": "Debt Instrument, Description of Variable Rate Basis" } } }, "localname": "DebtInstrumentDescriptionOfVariableRateBasis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r61", "r364" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Debt Instrument, Interest Rate, Stated Percentage" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r62", "r142", "r148", "r363", "r364", "r365", "r366", "r367", "r368", "r370", "r376", "r377", "r378", "r379", "r381", "r382", "r383", "r384", "r385", "r386", "r393", "r394", "r395", "r396", "r691" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r62", "r142", "r148", "r363", "r364", "r365", "r366", "r367", "r368", "r370", "r376", "r377", "r378", "r379", "r381", "r382", "r383", "r384", "r385", "r386", "r389", "r393", "r394", "r395", "r396", "r421", "r425", "r426", "r427", "r688", "r689", "r691", "r692", "r790" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet": { "auth_ref": [ "r376", "r392", "r393", "r394", "r690" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of unamortized debt discount (premium) and debt issuance costs.", "label": "Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net", "terseLabel": "Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net" } } }, "localname": "DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtWeightedAverageInterestRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average interest rate of debt outstanding.", "label": "Debt, Weighted Average Interest Rate", "terseLabel": "Debt, Weighted Average Interest Rate" } } }, "localname": "DebtWeightedAverageInterestRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DecreaseInUnrecognizedTaxBenefitsIsReasonablyPossible": { "auth_ref": [ "r580" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease reasonably possible in the next twelve months for the unrecognized tax benefit.", "label": "Decrease in Unrecognized Tax Benefits is Reasonably Possible", "terseLabel": "Decrease in Unrecognized Tax Benefits is Reasonably Possible" } } }, "localname": "DecreaseInUnrecognizedTaxBenefitsIsReasonablyPossible", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCompensationShareBasedPaymentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred compensation arrangements (such as stock or unit options and share or unit awards) that are equity-based payments with individual employees. The arrangements are generally based on employment contracts between the entity and one or more selected officers or key employees, and contain a promise by the employer to pay certain amounts or benefits at designated future dates, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Other \"sub-members\" can be added as necessary.", "label": "Deferred Compensation, Share-based Payments [Member]", "terseLabel": "Deferred Compensation, Share-based Payments [Member]" } } }, "localname": "DeferredCompensationShareBasedPaymentsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredCosts": { "auth_ref": [ "r30", "r770", "r794" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred cost, excluding capitalized cost related to contract with customer; classified as noncurrent.", "label": "Deferred Costs, Noncurrent", "terseLabel": "Deferred Costs, Noncurrent" } } }, "localname": "DeferredCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r144", "r600", "r606" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Deferred Federal Income Tax Expense" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsGross": { "auth_ref": [ "r690" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Gross", "terseLabel": "Debt Issuance Costs, Gross" } } }, "localname": "DeferredFinanceCostsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r144", "r600", "r606" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Deferred Foreign Income Tax Expense (Benefit)" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r131", "r144", "r600", "r606", "r607", "r608" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r35", "r36", "r589", "r774", "r792" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "totalLabel": "Total" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r572", "r573" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "terseLabel": "Deferred taxes" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenueCurrent": { "auth_ref": [ "r47" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.", "label": "Deferred Revenue, Current", "terseLabel": "Unearned income" } } }, "localname": "DeferredRevenueCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r144", "r600", "r606" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails": { "order": 6.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "Deferred State Income Tax Expense" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetDomain": { "auth_ref": [ "r591" ], "lang": { "en-us": { "role": { "documentation": "Identification of the deferred tax asset for which a valuation reserve exists.", "label": "Deferred Tax Asset [Domain]", "terseLabel": "Deferred Tax Asset [Domain]" } } }, "localname": "DeferredTaxAssetDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredTaxAssetsCapitalLossCarryforwards": { "auth_ref": [ "r597", "r598" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible capital loss carryforwards.", "label": "Deferred Tax Assets, Capital Loss Carryforwards", "terseLabel": "Deferred Tax Assets, Capital Loss Carryforwards" } } }, "localname": "DeferredTaxAssetsCapitalLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r590" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Subtotal" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r592" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Total" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net operating losses and capital loss carryforward" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are not subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration", "terseLabel": "Net Operating Loss Carryforwards, Expire" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwards": { "auth_ref": [ "r595", "r597", "r598" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards", "terseLabel": "Deferred Tax Assets, Tax Credit Carryforwards" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefits": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from compensation and benefits costs.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits", "terseLabel": "Deferred compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsDeferredRent": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred rent.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Deferred Rent", "terseLabel": "Operating lease liabilities" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsDeferredRent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsLegalSettlements": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from the estimated loss from legal settlements.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements", "terseLabel": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsLegalSettlements", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsOther": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences from reserves and accruals, classified as other.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other", "terseLabel": "Operating reserves, accruals and deferrals" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r591" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedTerseLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r573", "r592" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Total Deferred Tax Assets (Liabilities), Net" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssets": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets including goodwill.", "label": "Deferred Tax Liabilities, Goodwill and Intangible Assets", "terseLabel": "Intangibles and goodwill" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesLeasingArrangements": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements.", "label": "Deferred Tax Liabilities, Leasing Arrangements", "terseLabel": "Deferred Tax Liabilities, Operating lease ROU assets" } } }, "localname": "DeferredTaxLiabilitiesLeasingArrangements", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r597", "r598" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligation": { "auth_ref": [ "r464" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.", "label": "Defined Benefit Plan, Benefit Obligation", "terseLabel": "Defined Benefit Plan, Benefit Obligation" } } }, "localname": "DefinedBenefitPlanBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanChangeInBenefitObligationRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]", "terseLabel": "Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]" } } }, "localname": "DefinedBenefitPlanChangeInBenefitObligationRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanDisclosureLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Defined Benefit Plan Disclosure [Line Items]", "terseLabel": "Defined Benefit Plan Disclosure [Line Items]" } } }, "localname": "DefinedBenefitPlanDisclosureLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanFairValueOfPlanAssets": { "auth_ref": [ "r475", "r486", "r488", "r489", "r534" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.", "label": "Defined Benefit Plan, Plan Assets, Amount", "terseLabel": "Fair value of plan assets" } } }, "localname": "DefinedBenefitPlanFairValueOfPlanAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r131", "r300" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationAmortizationAndAccretionNet": { "auth_ref": [ "r131" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate net amount of depreciation, amortization, and accretion recognized during an accounting period. As a noncash item, the net amount is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Depreciation, Amortization and Accretion, Net", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAmortizationAndAccretionNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r131", "r209" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeFairValueOfDerivativeNet": { "auth_ref": [ "r669" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of the assets less the liabilities of a derivative or group of derivatives.", "label": "Derivative, Fair Value, Net", "terseLabel": "Fair Value Asset (Liability)" } } }, "localname": "DerivativeFairValueOfDerivativeNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r74", "r641", "r643", "r646", "r648" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]", "terseLabel": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "auth_ref": [ "r650", "r656" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.", "label": "Derivative Instruments and Hedging Activities Disclosure [Text Block]", "verboseLabel": "Financial Instruments" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstruments" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipAxis": { "auth_ref": [ "r640", "r641", "r646" ], "lang": { "en-us": { "role": { "documentation": "Information by type of hedging relationship.", "label": "Hedging Relationship [Axis]", "terseLabel": "Hedging Relationship [Axis]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeNotionalAmount": { "auth_ref": [ "r638", "r639" ], "lang": { "en-us": { "role": { "documentation": "Nominal or face amount used to calculate payment on derivative.", "label": "Derivative, Notional Amount", "terseLabel": "Derivative, Notional Amount" } } }, "localname": "DerivativeNotionalAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DesignatedAsHedgingInstrumentMember": { "auth_ref": [ "r640" ], "lang": { "en-us": { "role": { "documentation": "Derivative instrument designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Designated as Hedging Instrument [Member]", "terseLabel": "Designated as Hedging Instrument [Member]" } } }, "localname": "DesignatedAsHedgingInstrumentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r452", "r456", "r457", "r458", "r459", "r460", "r461", "r462" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "auth_ref": [ "r452" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table Text Block]", "terseLabel": "Disaggregation of Revenue by Major Service Line" } } }, "localname": "DisaggregationOfRevenueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenuefromContractwithCustomerTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock": { "auth_ref": [ "r548", "r559" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of share-based payment arrangement.", "label": "Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]", "terseLabel": "Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award" } } }, "localname": "DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Discontinued Operations and Disposal Groups [Abstract]", "terseLabel": "Discontinued Operations and Disposal Groups [Abstract]" } } }, "localname": "DiscontinuedOperationsAndDisposalGroupsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupClassificationAxis": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "Information by disposal group classification.", "label": "Disposal Group Classification [Axis]", "terseLabel": "Disposal Group Classification [Axis]" } } }, "localname": "DisposalGroupClassificationAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupClassificationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Component or group of components disposed of, including but not limited to, disposal group held-for-sale or disposed of by sale, disposed of by means other than sale, and discontinued operations.", "label": "Disposal Group Classification [Domain]", "terseLabel": "Disposal Group Classification [Domain]" } } }, "localname": "DisposalGroupClassificationDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember": { "auth_ref": [ "r299", "r306" ], "lang": { "en-us": { "role": { "documentation": "Disposal group that has been sold. Excludes disposals classified as discontinued operations.", "label": "Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]", "terseLabel": "Disposed of by Sale" } } }, "localname": "DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationRevenue": { "auth_ref": [ "r10", "r15" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue attributable to disposal group, including, but not limited to, discontinued operation.", "label": "Disposal Group, Including Discontinued Operation, Revenue", "terseLabel": "Disposal Group, Including Discontinued Operation, Revenue" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock": { "auth_ref": [ "r16", "r309" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]", "terseLabel": "Divestiture" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/Divestiture" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsNameDomain": { "auth_ref": [ "r539", "r542" ], "lang": { "en-us": { "role": { "documentation": "Name of disposal group.", "label": "Disposal Group Name [Domain]", "terseLabel": "Disposal Group Name [Domain]" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DividendsPreferredStockCash": { "auth_ref": [ "r428", "r789" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid preferred stock dividends declared with the form of settlement in cash.", "label": "Dividends, Preferred Stock, Cash", "negatedTerseLabel": "Dividend - preferred stock, $80/per share" } } }, "localname": "DividendsPreferredStockCash", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r106", "r163", "r164", "r165", "r166", "r167", "r172", "r174", "r181", "r182", "r183", "r188", "r189", "r654", "r655", "r785", "r808" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic Earnings (Loss) per Share (in dollars per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share, Basic [Abstract]", "terseLabel": "Earnings Per Share, Basic [Abstract]" } } }, "localname": "EarningsPerShareBasicAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r106", "r163", "r164", "r165", "r166", "r167", "r174", "r181", "r182", "r183", "r188", "r189", "r654", "r655", "r785", "r808" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted Earnings (Loss) per Share (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDilutedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share, Diluted [Abstract]", "terseLabel": "Earnings Per Share, Diluted [Abstract]" } } }, "localname": "EarningsPerShareDilutedAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r185", "r186", "r187", "r190" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Earnings per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r675" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "terseLabel": "Effect of exchange rate changes on cash, cash equivalents and restricted cash" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r575" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Effective Income Tax Rate" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r146", "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "U.S. federal statutory income tax rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Change in valuation allowance for deferred tax assets" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationDispositionOfAssets": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operations, attributable to disposition of asset. Includes, but is not limited to, intra-entity transfer of asset other than inventory.", "label": "Effective Income Tax Rate Reconciliation, Disposition of Asset, Percent", "terseLabel": "Divestitures" } } }, "localname": "EffectiveIncomeTaxRateReconciliationDispositionOfAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": -1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "negatedTerseLabel": "Foreign rate differential adjusted for U.S. taxation of foreign profits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpense": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent", "terseLabel": "Nondeductible expenses" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseImpairmentLosses": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to impairment loss.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent", "terseLabel": "Impairments" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseImpairmentLosses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 10.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent", "terseLabel": "Excess tax benefits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Percent", "verboseLabel": "Other" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 9.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State taxes, net of federal benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxExemptIncome": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 12.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to income (loss) exempt from income taxes.", "label": "Effective Income Tax Rate Reconciliation, Tax Exempt Income, Percent", "terseLabel": "Tax-exempt income, credits and incentives" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxExemptIncome", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxSettlements": { "auth_ref": [ "r575", "r610" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails": { "order": 11.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to income tax settlements. Including, but not limited to, domestic tax settlement, foreign tax settlement, state and local tax settlement, and other tax settlements.", "label": "Effective Income Tax Rate Reconciliation, Tax Settlement, Percent", "terseLabel": "Audit and other tax adjustments" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxSettlements", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r59" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued compensation and benefits costs" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r558" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized Compensation" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense": { "auth_ref": [ "r557" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax benefit for recognition of expense of award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Expense, Tax Benefit", "terseLabel": "Income tax benefit recognized in earnings" } } }, "localname": "EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeSeveranceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Termination of an employee associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Employee Severance [Member]", "terseLabel": "Employee Severance [Member]" } } }, "localname": "EmployeeSeveranceMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]", "terseLabel": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r0", "r96", "r97", "r98", "r157", "r158", "r159", "r162", "r168", "r170", "r191", "r256", "r420", "r428", "r561", "r562", "r563", "r602", "r603", "r653", "r678", "r679", "r680", "r681", "r682", "r684", "r816", "r817", "r818", "r873" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails", "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EstimateOfFairValueFairValueDisclosureMember": { "auth_ref": [ "r378", "r393", "r394", "r669" ], "lang": { "en-us": { "role": { "documentation": "Measured as an estimate of fair value.", "label": "Estimate of Fair Value Measurement [Member]", "terseLabel": "Fair Value [Member]" } } }, "localname": "EstimateOfFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FacilityClosingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Closing of a facility associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Facility Closing [Member]", "terseLabel": "Facility Closing [Member]" } } }, "localname": "FacilityClosingMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r657", "r658", "r659", "r665" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock": { "auth_ref": [ "r657", "r658", "r659", "r664", "r665" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.", "label": "Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]", "terseLabel": "Schedule of Fair Value of Financial Assets and Liabilities" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "terseLabel": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]" } } }, "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r657", "r670", "r671" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTextBlock": { "auth_ref": [ "r657", "r670" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table Text Block]", "terseLabel": "Schedule of Estimated Fair Values of Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis" } } }, "localname": "FairValueByBalanceSheetGroupingTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r378", "r393", "r394", "r486", "r488", "r489", "r490", "r491", "r492", "r493", "r534", "r658", "r732", "r733", "r734" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "verboseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementBasisAxis": { "auth_ref": [ "r378", "r393", "r394", "r657", "r666" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement basis.", "label": "Measurement Basis [Axis]", "terseLabel": "Fair Value, by Balance Sheet Grouping, Disclosure Item Amounts [Axis]" } } }, "localname": "FairValueByMeasurementBasisAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r657", "r658", "r660", "r661", "r667" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Fair Value by Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails", "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosureItemAmountsDomain": { "auth_ref": [ "r378", "r393", "r394" ], "lang": { "en-us": { "role": { "documentation": "Measurement basis, for example, but not limited to, reported value, fair value, portion at fair value, portion at other than fair value.", "label": "Fair Value Measurement [Domain]", "terseLabel": "Fair Value Measurement [Domain]" } } }, "localname": "FairValueDisclosureItemAmountsDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r663" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "verboseLabel": "Fair Value of Financial Assets and Liabilities" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilities" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r378", "r393", "r394", "r486", "r488", "r493", "r534", "r658", "r733" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Significant Other Observable Inputs (Level 2) [Member]" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Fair Value, Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails", "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r378", "r393", "r394", "r486", "r488", "r489", "r490", "r491", "r492", "r493", "r534", "r732", "r733", "r734" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "verboseLabel": "Fair Value, Measurements, Fair Value Hierarchy [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsNonrecurringMember": { "auth_ref": [ "r657", "r658", "r660", "r661", "r662", "r667" ], "lang": { "en-us": { "role": { "documentation": "Infrequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, not frequently measured at fair value.", "label": "Fair Value, Nonrecurring [Member]", "terseLabel": "Fair Value, Measurements, Nonrecurring [Member]" } } }, "localname": "FairValueMeasurementsNonrecurringMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r663", "r667" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Fair Value, Measurements, Recurring [Member]" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FinanceLeaseInterestExpense": { "auth_ref": [ "r697", "r702", "r713" ], "calculation": { "http://www.conduent.com/role/LeasesLeaseCostDetails": { "order": 1.0, "parentTag": "cndt_FinanceLeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense on finance lease liability.", "label": "Finance Lease, Interest Expense", "terseLabel": "Interest on lease liabilities" } } }, "localname": "FinanceLeaseInterestExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseInterestPaymentOnLiability": { "auth_ref": [ "r699", "r707" ], "calculation": { "http://www.conduent.com/role/LeasesCashFlowDetails": { "order": 2.0, "parentTag": "cndt_OperatingCashFlowFromOperatingandFinanceLease", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest paid on finance lease liability.", "label": "Finance Lease, Interest Payment on Liability", "terseLabel": "Operating cash flows from finance leases" } } }, "localname": "FinanceLeaseInterestPaymentOnLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilitiesPaymentsRollingMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract]", "terseLabel": "Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract]" } } }, "localname": "FinanceLeaseLiabilitiesPaymentsRollingMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseLiability": { "auth_ref": [ "r695", "r712" ], "calculation": { "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease.", "label": "Finance Lease, Liability", "terseLabel": "Present value of lease liabilities", "totalLabel": "Present value of lease liabilities" } } }, "localname": "FinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails", "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails", "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityCurrent": { "auth_ref": [ "r695" ], "calculation": { "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current.", "label": "Finance Lease, Liability, Current", "terseLabel": "Current portion of long-term debt" } } }, "localname": "FinanceLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r696" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes current finance lease liability.", "label": "Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]", "terseLabel": "Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]" } } }, "localname": "FinanceLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_FinanceLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r712" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of finance lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to finance lease liability recognized in statement of financial position.", "label": "Finance Lease, Liability, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Finance Lease, Liability, Maturity" } } }, "localname": "FinanceLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesCodificationTopic842Tables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "auth_ref": [ "r695" ], "calculation": { "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent.", "label": "Finance Lease, Liability, Noncurrent", "terseLabel": "Long-term debt" } } }, "localname": "FinanceLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r696" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes noncurrent finance lease liability.", "label": "Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]", "terseLabel": "Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]" } } }, "localname": "FinanceLeaseLiabilityNoncurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDue": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Payment, Due", "terseLabel": "Total undiscounted lease payments" } } }, "localname": "FinanceLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Five", "terseLabel": "2026" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Undiscounted Excess Amount", "terseLabel": "Less imputed interest" } } }, "localname": "FinanceLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeasePrincipalPayments": { "auth_ref": [ "r698", "r707" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for principal payment on finance lease.", "label": "Finance Lease, Principal Payments", "terseLabel": "Financing cash flow from finance leases" } } }, "localname": "FinanceLeasePrincipalPayments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAsset": { "auth_ref": [ "r694" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, after Accumulated Amortization", "terseLabel": "Land, buildings and equipment, net" } } }, "localname": "FinanceLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetAmortization": { "auth_ref": [ "r697", "r702", "r713" ], "calculation": { "http://www.conduent.com/role/LeasesLeaseCostDetails": { "order": 2.0, "parentTag": "cndt_FinanceLeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, Amortization", "terseLabel": "Amortization of right of use assets" } } }, "localname": "FinanceLeaseRightOfUseAssetAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r696" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes finance lease right-of-use asset.", "label": "Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]", "terseLabel": "Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]" } } }, "localname": "FinanceLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_FinanceLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r710", "r713" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for finance lease calculated at point in time.", "label": "Finance Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Finance Leases, Weighted average discount rate (in percent)" } } }, "localname": "FinanceLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseInfoDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FinanceLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r709", "r713" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Finance Lease, Weighted Average Remaining Lease Term", "terseLabel": "Finance Leases, Weighted average remaining lease term" } } }, "localname": "FinanceLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseInfoDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r249", "r250", "r251", "r252", "r253", "r258", "r261", "r262", "r263", "r264", "r265", "r266", "r267", "r268", "r389", "r418", "r650", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r739", "r740", "r741", "r742", "r743", "r744", "r745", "r746", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756", "r757", "r758", "r759", "r852", "r853", "r854", "r855", "r856", "r857", "r858" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Weighted Average Amortization Useful Life" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r288" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "terseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r290" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2019" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r290" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r290" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r290" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2021" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r290" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2020" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r283", "r284", "r288", "r291", "r764", "r765" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]", "terseLabel": "Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]" } } }, "localname": "FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r283", "r287" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r288", "r764" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "verboseLabel": "Net Amount" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyContractAssetFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of asset contracts related to the exchange of different currencies, including, but not limited to, foreign currency options, forward contracts, and swaps.", "label": "Foreign Currency Contract, Asset, Fair Value Disclosure", "verboseLabel": "Foreign exchange contracts - forwards" } } }, "localname": "ForeignCurrencyContractAssetFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyContractsLiabilityFairValueDisclosure": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of liability contracts related to the exchange of different currencies, including, but not limited to, foreign currency options, forward (delivery or nondelivery) contracts, and swaps entered into.", "label": "Foreign Currency Contracts, Liability, Fair Value Disclosure", "verboseLabel": "Foreign exchange contracts - forwards" } } }, "localname": "ForeignCurrencyContractsLiabilityFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyDerivativesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Foreign Currency Derivatives [Abstract]", "terseLabel": "Summary of Foreign Exchange Hedging Positions [Abstract]" } } }, "localname": "ForeignCurrencyDerivativesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r686" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency Transactions and Re-measurement" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ForeignExchangeContractMember": { "auth_ref": [ "r74", "r486", "r647" ], "lang": { "en-us": { "role": { "documentation": "Derivative instrument whose primary underlying risk is tied to foreign exchange rates.", "label": "Foreign Exchange Contract [Member]", "terseLabel": "Foreign exchange contract [Member]" } } }, "localname": "ForeignExchangeContractMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignExchangeForwardMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Foreign exchange forward traded on an exchange (examples include but are not limited to the International Securities Exchange, Philadelphia Stock Exchange, or the Chicago Mercantile Exchange) for options or future contracts to buy or sell a certain currency, at a specified date, at a fixed exercise exchange rate.", "label": "Foreign Exchange Forward [Member]", "terseLabel": "Foreign exchange contracts - forwards [Member]" } } }, "localname": "ForeignExchangeForwardMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignPlanMember": { "auth_ref": [ "r538", "r540", "r543" ], "lang": { "en-us": { "role": { "documentation": "Location of employer sponsoring plan, designed to provide retirement benefits, not determined as principal place of business. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Foreign Plan [Member]", "terseLabel": "Non-US" } } }, "localname": "ForeignPlanMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FurnitureAndFixturesGross": { "auth_ref": [ "r301" ], "calculation": { "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails": { "order": 4.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation of equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures, Gross", "terseLabel": "Furniture and Fixtures, Gross" } } }, "localname": "FurnitureAndFixturesGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Office furniture and equipment [Member]" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Gain Contingencies [Line Items]", "terseLabel": "Gain Contingencies [Line Items]" } } }, "localname": "GainContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GainContingenciesTable": { "auth_ref": [ "r340" ], "lang": { "en-us": { "role": { "documentation": "Sets forth the existing conditions, situations, or sets of circumstances involving uncertainties as of the balance sheet date (or before issuance of the financial statements) that might result in a gain, typically reflecting care to avoid misleading implications as to the likelihood of realization, and previously disclosed contingent gains that were recognized as income in the period.", "label": "Gain Contingencies [Table]", "terseLabel": "Gain Contingencies [Table]" } } }, "localname": "GainContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GainContingencyUnrecordedAmount": { "auth_ref": [ "r340" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount or range of possible amounts of gain that could be realized upon the resolution of a contingency.", "label": "Gain Contingency, Unrecorded Amount", "terseLabel": "Gain Contingency, Unrecorded Amount" } } }, "localname": "GainContingencyUnrecordedAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnInvestments": { "auth_ref": [ "r115", "r131", "r248" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of realized and unrealized gain (loss) on investment.", "label": "Gain (Loss) on Investments", "negatedTerseLabel": "(Gain) loss from investments" } } }, "localname": "GainLossOnInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSaleOfBusiness": { "auth_ref": [ "r131", "r634" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 8.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) from sale and disposal of integrated set of activities and assets capable of being conducted and managed for purpose of providing return in form of dividend, lower cost, or other economic benefit to investor, owner, member and participant.", "label": "Gain (Loss) on Disposition of Business", "negatedLabel": "Loss on divestitures and transaction costs", "terseLabel": "Loss on divestitures and sales of fixed assets, net" } } }, "localname": "GainLossOnSaleOfBusiness", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainsLossesOnExtinguishmentOfDebt": { "auth_ref": [ "r131", "r397", "r398" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 6.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.", "label": "Gain (Loss) on Extinguishment of Debt", "negatedTerseLabel": "Loss on extinguishment of debt", "terseLabel": "Gain (Loss) on Extinguishment of Debt" } } }, "localname": "GainsLossesOnExtinguishmentOfDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows", "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/DebtLongtermDebtDetails", "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r271", "r273", "r724", "r769" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Ending Balance, Goodwill", "periodStartLabel": "Beginning Balance, Goodwill", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]", "terseLabel": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r295" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for goodwill and intangible assets.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "Goodwill and Intangible Assets, Net" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock": { "auth_ref": [ "r278", "r285" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.", "label": "Goodwill and Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Goodwill and Other Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillForeignCurrencyTranslationGainLoss": { "auth_ref": [ "r276" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Foreign Currency Translation Gain (Loss)", "terseLabel": "Foreign currency translation" } } }, "localname": "GoodwillForeignCurrencyTranslationGainLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillGross": { "auth_ref": [ "r274", "r277" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Gross", "terseLabel": "Goodwill, Gross" } } }, "localname": "GoodwillGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairedAccumulatedImpairmentLoss": { "auth_ref": [ "r274", "r277" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impaired, Accumulated Impairment Loss", "negatedTerseLabel": "Goodwill, Impaired, Accumulated Impairment Loss" } } }, "localname": "GoodwillImpairedAccumulatedImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairmentLoss": { "auth_ref": [ "r131", "r272", "r275", "r279" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 11.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impairment Loss", "negatedTerseLabel": "Goodwill, Impairment Loss", "terseLabel": "Goodwill impairment", "verboseLabel": "Goodwill impairment" } } }, "localname": "GoodwillImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows", "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails", "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Goodwill [Line Items]", "terseLabel": "Goodwill [Line Items]" } } }, "localname": "GoodwillLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsByNatureAxis": { "auth_ref": [ "r346" ], "lang": { "en-us": { "role": { "documentation": "Information by nature of guarantee.", "label": "Guarantor Obligations, Nature [Axis]", "terseLabel": "Guarantor Obligations by Nature [Axis]" } } }, "localname": "GuaranteeObligationsByNatureAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsMaximumExposure": { "auth_ref": [ "r345" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or each group of similar guarantees before reduction for potential recoveries under recourse or collateralization provisions.", "label": "Guarantor Obligations, Maximum Exposure, Undiscounted", "terseLabel": "Damages sought, multiplier of overpayment amount" } } }, "localname": "GuaranteeObligationsMaximumExposure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsNatureDomain": { "auth_ref": [ "r344" ], "lang": { "en-us": { "role": { "documentation": "Represents a description of the nature of the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Nature [Domain]", "terseLabel": "Guarantor Obligations, Nature [Domain]" } } }, "localname": "GuaranteeObligationsNatureDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_HedgingRelationshipDomain": { "auth_ref": [ "r640" ], "lang": { "en-us": { "role": { "documentation": "Nature or intent of a hedge.", "label": "Hedging Relationship [Domain]", "terseLabel": "Hedging Relationship [Domain]" } } }, "localname": "HedgingRelationshipDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsForeignExchangeRiskManagementDetails" ], "xbrltype": "domainItemType" }, "us-gaap_HostingArrangementServiceContractImplementationCostImpairment": { "auth_ref": [ "r293", "r304" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of impairment loss on capitalized implementation cost from hosting arrangement that is service contract.", "label": "Hosting Arrangement, Service Contract, Implementation Cost, Impairment", "terseLabel": "Hosting Arrangement, Service Contract, Implementation Cost, Impairment" } } }, "localname": "HostingArrangementServiceContractImplementationCostImpairment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r296", "r308" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Impairment or Disposal of Long-Lived Assets, Policy" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperations": { "auth_ref": [ "r112", "r132", "r163", "r164", "r165", "r166", "r180", "r183", "r626" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of income (loss) from continuing operations attributable to the parent.", "label": "Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent", "terseLabel": "Net income (loss) from continuing operations attributable to Conduent" } } }, "localname": "IncomeLossFromContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r145", "r609" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDomesticandForeignDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "Domestic loss" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDomesticandForeignDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r102", "r214", "r220", "r224", "r227", "r230", "r768", "r781", "r787", "r809" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 }, "http://www.conduent.com/role/IncomeTaxesDomesticandForeignDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Loss Before Income Taxes", "verboseLabel": "Loss Before Income Taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/IncomeTaxesDomesticandForeignDetails", "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r145", "r609" ], "calculation": { "http://www.conduent.com/role/IncomeTaxesDomesticandForeignDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign income" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDomesticandForeignDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis": { "auth_ref": [ "r539", "r542" ], "lang": { "en-us": { "role": { "documentation": "Information by name of disposal group.", "label": "Disposal Group Name [Axis]", "terseLabel": "Disposal Group Name [Axis]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]", "terseLabel": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable": { "auth_ref": [ "r2", "r4", "r5", "r6", "r7", "r8", "r9", "r11", "r13", "r14", "r15", "r306", "r307" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations [Table]", "terseLabel": "Disposal Groups, Including Discontinued Operations [Table]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]", "terseLabel": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r146", "r576", "r587", "r594", "r604", "r611", "r613", "r614", "r616" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r147", "r169", "r170", "r212", "r574", "r605", "r612", "r810" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 }, "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "netLabel": "Income tax expense (benefit)", "totalLabel": "Total Provision (Benefit)" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/IncomeTaxesIncomeTaxExpenseBenefitCurrentDeferredbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r95", "r570", "r571", "r587", "r588", "r593", "r601" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Tax" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r135" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Income taxes paid" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesReconciliationofStatutoryTaxRatetoEffectiveTaxRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesReceivable": { "auth_ref": [ "r69", "r778", "r804" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails": { "order": 6.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes.", "label": "Income Taxes Receivable, Current", "terseLabel": "Income Taxes Receivable, Current" } } }, "localname": "IncomeTaxesReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r130" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "terseLabel": "Accounts payable and accrued compensation and benefits costs" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r130" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedTerseLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInIncomeTaxesPayableNetOfIncomeTaxesReceivable": { "auth_ref": [ "r130" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to taxing authorities for taxes that are based on the reporting entity's earnings, net of amounts receivable from taxing authorities for refunds of overpayments or recoveries of income taxes.", "label": "Increase (Decrease) in Income Taxes Payable, Net of Income Taxes Receivable", "terseLabel": "Net change in income tax assets and liabilities" } } }, "localname": "IncreaseDecreaseInIncomeTaxesPayableNetOfIncomeTaxesReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssets": { "auth_ref": [ "r130" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets classified as other.", "label": "Increase (Decrease) in Other Operating Assets", "negatedTerseLabel": "Other current and long-term assets" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingLiabilities": { "auth_ref": [ "r130" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating liabilities classified as other.", "label": "Increase (Decrease) in Other Operating Liabilities", "terseLabel": "Other current and long-term liabilities" } } }, "localname": "IncreaseDecreaseInOtherOperatingLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails", "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements": { "auth_ref": [ "r175", "r176", "r177", "r183" ], "lang": { "en-us": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements", "terseLabel": "Stock options" } } }, "localname": "IncrementalCommonSharesAttributableToShareBasedPaymentArrangements", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IntangibleAssetsGrossExcludingGoodwill": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated amortization of intangible assets, excluding goodwill.", "label": "Intangible Assets, Gross (Excluding Goodwill)", "terseLabel": "Gross Carrying Amount" } } }, "localname": "IntangibleAssetsGrossExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r281", "r286" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangible assets, net" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r100", "r208", "r687", "r690", "r786" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 10.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "terseLabel": "Interest expense", "verboseLabel": "Interest Expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/DebtInterestIncomeExpenseDetails", "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaid": { "auth_ref": [ "r135" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, including, but not limited to, capitalized interest and payment to settle zero-coupon bond attributable to accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount; classified as operating and investing activities.", "label": "Interest Paid, Including Capitalized Interest, Operating and Investing Activities", "terseLabel": "Interest paid on short-term and long-term debt" } } }, "localname": "InterestPaid", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtInterestIncomeExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPayableCurrent": { "auth_ref": [ "r25", "r26", "r59" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Interest Payable, Current", "terseLabel": "Interest Payable, Current" } } }, "localname": "InterestPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InternalUseSoftwarePolicy": { "auth_ref": [ "r292", "r294" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs incurred when both (1) the software is acquired, internally developed, or modified solely to meet the entity's internal needs, and (2) during the software's development or modification, no substantive plan exists or is being developed to market the software externally.", "label": "Internal Use Software, Policy [Policy Text Block]", "terseLabel": "Software - Internal Use and Product" } } }, "localname": "InternalUseSoftwarePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_Land": { "auth_ref": [ "r21", "r52" ], "calculation": { "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depletion of real estate held for productive use, excluding land held for sale.", "label": "Land", "terseLabel": "Land" } } }, "localname": "Land", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LandMember": { "auth_ref": [ "r456" ], "lang": { "en-us": { "role": { "documentation": "Part of earth's surface not covered by water.", "label": "Land [Member]", "terseLabel": "Land [Member]" } } }, "localname": "LandMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r711", "r713" ], "calculation": { "http://www.conduent.com/role/LeasesLeaseCostDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "totalLabel": "Total Operating Lease Costs" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r711" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Lease, Cost" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesCodificationTopic842Tables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsGross": { "auth_ref": [ "r22", "r301" ], "calculation": { "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails": { "order": 3.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation of additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements, Gross", "terseLabel": "Leasehold Improvements, Gross" } } }, "localname": "LeaseholdImprovementsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r301" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold Improvements [Member]" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_LesseeFinanceLeasesTextBlock": { "auth_ref": [ "r714" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for finance leases of lessee. Includes, but is not limited to, description of lessee's finance lease and maturity analysis of finance lease liability.", "label": "Lessee, Finance Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeFinanceLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r701" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Lessee, Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r712" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Lessee, Operating Lease, Liability, Maturity" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesCodificationTopic842Tables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "terseLabel": "Total undiscounted lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "terseLabel": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r712" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "terseLabel": "Less imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r714" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letter of Credit [Member]" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LettersOfCreditOutstandingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of the contingent obligation under letters of credit outstanding as of the reporting date.", "label": "Letters of Credit Outstanding, Amount", "terseLabel": "Letters of Credit Outstanding, Amount" } } }, "localname": "LettersOfCreditOutstandingAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r58", "r143", "r222", "r255", "r350", "r351", "r352", "r355", "r356", "r357", "r358", "r359", "r361", "r362", "r630", "r635", "r636", "r672", "r722", "r723" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total Liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r46", "r143", "r255", "r672", "r724", "r777", "r801" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total Liabilities and Equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities and Equity" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r60", "r143", "r255", "r350", "r351", "r352", "r355", "r356", "r357", "r358", "r359", "r361", "r362", "r630", "r635", "r636", "r672", "r722", "r723", "r724" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesFairValueDisclosure": { "auth_ref": [ "r657" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial and nonfinancial obligations.", "label": "Financial and Nonfinancial Liabilities, Fair Value Disclosure", "terseLabel": "Total" } } }, "localname": "LiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Fair Value Disclosure [Abstract]", "terseLabel": "Liabilities:" } } }, "localname": "LiabilitiesFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for the line of credit facility regardless of whether the facility has been used.", "label": "Line of Credit Facility, Commitment Fee Percentage", "terseLabel": "Line of Credit Facility, Commitment Fee Percentage" } } }, "localname": "LineOfCreditFacilityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LineOfCreditFacilityCurrentBorrowingCapacity": { "auth_ref": [ "r56" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of current borrowing capacity under the credit facility considering any current restrictions on the amount that could be borrowed (for example, borrowings may be limited by the amount of current assets), but without considering any amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Current Borrowing Capacity", "terseLabel": "Line of Credit Facility, Current Borrowing Capacity" } } }, "localname": "LineOfCreditFacilityCurrentBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Line of Credit Facility [Line Items]", "terseLabel": "Line of Credit Facility [Line Items]" } } }, "localname": "LineOfCreditFacilityLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r56" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Line of Credit Facility, Maximum Borrowing Capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityTable": { "auth_ref": [ "r56", "r142" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.", "label": "Line of Credit Facility [Table]", "terseLabel": "Line of Credit Facility [Table]" } } }, "localname": "LineOfCreditFacilityTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LitigationReserveCurrent": { "auth_ref": [ "r64", "r330", "r339" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount of reserve for known or estimated probable loss from litigation, which may include attorneys' fees and other litigation costs, which is expected to be paid within one year of the date of the statement of financial position.", "label": "Estimated Litigation Liability, Current", "terseLabel": "Estimated Litigation Liability, Current" } } }, "localname": "LitigationReserveCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LitigationSettlementExpense": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 3.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of litigation expense, including but not limited to legal, forensic, accounting, and investigative fees.", "label": "Litigation Settlement, Expense", "terseLabel": "Litigation costs, net" } } }, "localname": "LitigationSettlementExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_LitigationStatusAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by status of pending, threatened, or settled litigation.", "label": "Litigation Status [Axis]", "terseLabel": "Litigation Status [Axis]" } } }, "localname": "LitigationStatusAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LitigationStatusDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Status of pending, threatened, or settled litigation.", "label": "Litigation Status [Domain]", "terseLabel": "Litigation Status [Domain]" } } }, "localname": "LitigationStatusDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LoansNotesTradeAndOtherReceivablesDisclosureTextBlock": { "auth_ref": [ "r244" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.", "label": "Loans, Notes, Trade and Other Receivables Disclosure [Text Block]", "terseLabel": "Accounts Receivables, Net" } } }, "localname": "LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccountsReceivablesNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligations": { "auth_ref": [ "r33" ], "calculation": { "http://www.conduent.com/role/DebtLongtermDebtDetails": { "order": 1.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt and lease obligation, classified as noncurrent.", "label": "Long-term Debt and Lease Obligation", "terseLabel": "Total Long-term Debt" } } }, "localname": "LongTermDebtAndCapitalLeaseObligations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r57" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "terseLabel": "Current portion of long-term debt" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission.", "label": "Long-term Debt, Fair Value", "verboseLabel": "Long-term debt" } } }, "localname": "LongTermDebtFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r62" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r62", "r349" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtCreditFacilitySeniorNotesandLoanRepricingDetails", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]", "terseLabel": "Loss Contingencies [Line Items]" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r330", "r331", "r332", "r334", "r335", "r336", "r338", "r342", "r343" ], "lang": { "en-us": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]", "terseLabel": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingencyDamagesSoughtValue": { "auth_ref": [ "r330", "r333", "r337" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The value (monetary amount) of the award the plaintiff seeks in the legal matter.", "label": "Loss Contingency, Damages Sought, Value", "terseLabel": "Loss Contingency, Damages Sought, Value" } } }, "localname": "LossContingencyDamagesSoughtValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingencyNewClaimsFiledNumber": { "auth_ref": [ "r333" ], "lang": { "en-us": { "role": { "documentation": "The total number of new claims filed pertaining to a loss contingency during the period.", "label": "Loss Contingency, New Claims Filed, Number", "terseLabel": "Loss Contingency, New Claims Filed, Number" } } }, "localname": "LossContingencyNewClaimsFiledNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "integerItemType" }, "us-gaap_LossOnContractTermination": { "auth_ref": [ "r761" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The loss recognized on termination of a contract.", "label": "Loss on Contract Termination", "terseLabel": "Loss on Contract Termination" } } }, "localname": "LossOnContractTermination", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MovementInValuationAllowancesAndReservesRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]", "terseLabel": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]" } } }, "localname": "MovementInValuationAllowancesAndReservesRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r128" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by (used in) financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash Flows from Financing Activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r128" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net Cash Provided By (Used In) Investing Activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash Flows from Investing Activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r128", "r129", "r132" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net Cash Provided by (Used in) Operating Activities, Total" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Cash Flows from Operating Activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r15", "r89", "r92", "r98", "r103", "r132", "r143", "r161", "r163", "r164", "r165", "r166", "r169", "r170", "r180", "r214", "r220", "r224", "r227", "r230", "r255", "r350", "r351", "r352", "r355", "r356", "r357", "r358", "r359", "r361", "r362", "r655", "r672", "r782", "r805" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net Loss", "totalLabel": "Net Loss" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows", "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "New Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncurrentAssets": { "auth_ref": [ "r234" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets.", "label": "Long-Lived Assets", "terseLabel": "Long-Lived Assets" } } }, "localname": "NoncurrentAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r703", "r713" ], "calculation": { "http://www.conduent.com/role/LeasesLeaseCostDetails": { "order": 3.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Base rent" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilitiesPaymentsDueRollingMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract]", "terseLabel": "Operating Lease Payments" } } }, "localname": "OperatingLeaseLiabilitiesPaymentsDueRollingMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r695" ], "calculation": { "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Present value of lease liabilities", "totalLabel": "Present value of lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails", "http://www.conduent.com/role/LeasesMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r695" ], "calculation": { "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 }, "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Other current liabilities" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r696" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes current operating lease liability.", "label": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]", "terseLabel": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]" } } }, "localname": "OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r695" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating lease liabilities", "verboseLabel": "Operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r700", "r707" ], "calculation": { "http://www.conduent.com/role/LeasesCashFlowDetails": { "order": 1.0, "parentTag": "cndt_OperatingCashFlowFromOperatingandFinanceLease", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Operating cash flows from operating leases" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r694" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease right-of-use assets" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/LeasesBalanceSheetClassificationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r710", "r713" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Operating Leases, Weighted average discount rate (in percent)" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseInfoDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r709", "r713" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Operating Leases, Weighted average remaining lease term" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseInfoDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r595" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Loss Carryforwards [Line Items]", "terseLabel": "Operating Loss Carryforwards [Line Items]" } } }, "localname": "OperatingLossCarryforwardsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwardsTable": { "auth_ref": [ "r596" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Operating Loss Carryforwards [Table]", "terseLabel": "Operating Loss Carryforwards [Table]" } } }, "localname": "OperatingLossCarryforwardsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r24", "r25", "r26", "r59" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "Other Accrued Liabilities, Current" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r70", "r724" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "terseLabel": "Other current assets", "totalLabel": "Other current assets" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsMiscellaneousCurrent": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other miscellaneous assets expected to be realized or consumed within one year or operating cycle, if longer.", "label": "Other Assets, Miscellaneous, Current", "terseLabel": "Other Assets, Miscellaneous, Current" } } }, "localname": "OtherAssetsMiscellaneousCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsMiscellaneousNoncurrent": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other miscellaneous assets expected to be realized or consumed after one year or normal operating cycle, if longer.", "label": "Other Assets, Miscellaneous, Noncurrent", "terseLabel": "Other Assets, Miscellaneous, Noncurrent" } } }, "localname": "OtherAssetsMiscellaneousNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r54" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other long-term assets", "totalLabel": "Other long-term assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCapitalizedPropertyPlantAndEquipmentMember": { "auth_ref": [ "r301" ], "lang": { "en-us": { "role": { "documentation": "All other long term capitalized assets related to property plant and equipment not otherwise previously categorized.", "label": "Other Capitalized Property Plant and Equipment [Member]", "terseLabel": "Other [Member]" } } }, "localname": "OtherCapitalizedPropertyPlantAndEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherComprehensiveIncomeDefinedBenefitPlansNetUnamortizedGainLossArisingDuringPeriodNetOfTax": { "auth_ref": [ "r79", "r83", "r505" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of gain (loss) for (increase) decrease in value of benefit obligation for change in actuarial assumptions and increase (decrease) in value of plan assets from experience different from that assumed of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax", "terseLabel": "Net actuarial/prior service (losses) gains, net of tax" } } }, "localname": "OtherComprehensiveIncomeDefinedBenefitPlansNetUnamortizedGainLossArisingDuringPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentBeforeTaxPortionAttributableToParent": { "auth_ref": [ "r627", "r628", "r632" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax, after reclassification adjustments of gain (loss) on foreign currency translation adjustments, on foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax, Portion Attributable to Parent", "terseLabel": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentBeforeTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r627", "r628", "r632" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax": { "auth_ref": [ "r77", "r83", "r673", "r674", "r677" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax", "terseLabel": "Currency translation adjustments, net" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax": { "auth_ref": [ "r75", "r83", "r673", "r674", "r677" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax", "terseLabel": "Currency Translation Adjustments, Before Tax" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeTax": { "auth_ref": [ "r96", "r97", "r104", "r254", "r678", "r683", "r684", "r783", "r806" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax, after reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), before Tax", "terseLabel": "Other Comprehensive (Loss) Income, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax": { "auth_ref": [ "r78", "r83" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and reclassification, of gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax", "terseLabel": "Unrecognized gains (losses), net" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationBeforeTax": { "auth_ref": [ "r78", "r83" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax and after reclassification, of gain (loss) from derivative instrument designated and qualifying cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax", "terseLabel": "Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationBeforeTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationAfterTax": { "auth_ref": [ "r78", "r83" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 5.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and before reclassification, of gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax", "terseLabel": "Unrecognized gains (losses), net" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationAfterTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationAndTax": { "auth_ref": [ "r78", "r83", "r642", "r644", "r649" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax and reclassification, of gain (loss) from derivative instrument designated and qualifying cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax", "terseLabel": "Changes in fair value of cash flow hedges gains (losses), pre-tax" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationAndTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationAfterTax": { "auth_ref": [ "r83", "r86" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of reclassification of gain (loss) from accumulated other comprehensive income (AOCI) for derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax", "terseLabel": "Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationAfterTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationBeforeTax": { "auth_ref": [ "r83", "r86", "r645" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of reclassification of gain (loss) from accumulated other comprehensive income (AOCI) for derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax", "terseLabel": "Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationBeforeTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationBeforeTax": { "auth_ref": [ "r83", "r86", "r87", "r88", "r676" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of reclassification adjustment from accumulated other comprehensive income for translation gain (loss) realized upon the sale or liquidation of an investment in a foreign entity and foreign currency hedges that are designated and qualified as hedging instruments for hedges of the foreign currency exposure of a net investment in a foreign operation.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax", "terseLabel": "Reclassification of currency translation adjustments on divestitures, Before Tax" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationBeforeTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationNetOfTax": { "auth_ref": [ "r83", "r86", "r87", "r88", "r676" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 4.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of reclassification adjustment from accumulated other comprehensive income for translation gain (loss) realized upon the sale or liquidation of an investment in a foreign entity and foreign currency hedges that are designated and qualified as hedging instruments for hedges of the foreign currency exposure of a net investment in a foreign operation.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax", "terseLabel": "Reclassification of currency translation adjustments on divestitures" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r90", "r93", "r96", "r97", "r99", "r104", "r420", "r678", "r683", "r684", "r783", "r806" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Other comprehensive income (loss), net", "totalLabel": "Other Comprehensive Income (Loss), Net" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails", "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity", "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax [Abstract]", "terseLabel": "Other Comprehensive Income (Loss), Net" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentBeforeTax": { "auth_ref": [ "r81", "r83", "r505", "r534" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, after reclassification adjustment, of (increase) decrease in accumulated other comprehensive income for defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax", "terseLabel": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentBeforeTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax": { "auth_ref": [ "r81", "r83" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and reclassification adjustment, of (increase) decrease in accumulated other comprehensive income for defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax", "terseLabel": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansNetUnamortizedGainLossArisingDuringPeriodBeforeTax": { "auth_ref": [ "r79", "r83", "r505" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of gain (loss) for (increase) decrease in value of benefit obligation for change in actuarial assumptions and increase (decrease) in value of plan assets from experience different from that assumed of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax", "terseLabel": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansNetUnamortizedGainLossArisingDuringPeriodBeforeTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetGainLossBeforeTax": { "auth_ref": [ "r83", "r86", "r88", "r505" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of reclassification adjustment from accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax", "terseLabel": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetGainLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetGainLossNetOfTax": { "auth_ref": [ "r83", "r86", "r88", "r505" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 3.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of reclassification adjustment from accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, after Tax", "terseLabel": "Reclassification of divested benefit plans and other" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetGainLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://www.conduent.com/role/OtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesCurrent": { "auth_ref": [ "r23", "r24", "r59", "r724" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Current", "terseLabel": "Other current liabilities", "totalLabel": "Other current liabilities" } } }, "localname": "OtherLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r63" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other long-term liabilities", "totalLabel": "Other long-term liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLoansPayable": { "auth_ref": [ "r33", "r776", "r798" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term loans payable classified as other.", "label": "Other Loans Payable", "terseLabel": "Other Loans Payable" } } }, "localname": "OtherLoansPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherOperatingIncomeExpenseNet": { "auth_ref": [], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net amount of other operating income and expenses, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operations.", "label": "Other Operating Income (Expense), Net", "negatedTerseLabel": "Other (income) expenses, net" } } }, "localname": "OtherOperatingIncomeExpenseNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherSundryLiabilitiesCurrent": { "auth_ref": [ "r59", "r347" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Obligations not otherwise itemized or categorized in the footnotes to the financial statements that are due within one year or operating cycle, if longer, from the balance sheet date.", "label": "Other Sundry Liabilities, Current", "terseLabel": "Other Sundry Liabilities, Current" } } }, "localname": "OtherSundryLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherSundryLiabilitiesNoncurrent": { "auth_ref": [ "r34", "r775", "r797" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Obligations not otherwise itemized or categorized in the footnotes to the financial statements that are expected to be paid after one year (or the normal operating cycle, if longer), from the balance sheet date.", "label": "Other Sundry Liabilities, Noncurrent", "terseLabel": "Other Sundry Liabilities, Noncurrent" } } }, "localname": "OtherSundryLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ParentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Portion of equity, or net assets, in the consolidated entity attributable, directly or indirectly, to the parent. Excludes noncontrolling interests.", "label": "Parent [Member]", "terseLabel": "Conduent Shareholders' Equity [Member]" } } }, "localname": "ParentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentForContingentConsiderationLiabilityFinancingActivities": { "auth_ref": [ "r126" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow, not made soon after acquisition date of business combination, to settle contingent consideration liability up to amount recognized at acquisition date, including, but not limited to, measurement period adjustment and less amount paid soon after acquisition date.", "label": "Payment for Contingent Consideration Liability, Financing Activities", "negatedTerseLabel": "Payment of contingent consideration related to acquisition" } } }, "localname": "PaymentForContingentConsiderationLiabilityFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtExtinguishmentCosts": { "auth_ref": [ "r127" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for cost from early extinguishment and prepayment of debt. Includes, but is not limited to, third-party cost, premium paid, and other fee paid to lender directly for debt extinguishment or debt prepayment. Excludes accrued interest.", "label": "Payment for Debt Extinguishment or Debt Prepayment Cost", "negatedTerseLabel": "Premium on debt redemption" } } }, "localname": "PaymentsOfDebtExtinguishmentCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "auth_ref": [ "r125" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.", "label": "Payments of Debt Issuance Costs", "negatedTerseLabel": "Debt issuance costs" } } }, "localname": "PaymentsOfDebtIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividendsPreferredStockAndPreferenceStock": { "auth_ref": [ "r123" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow in the form of ordinary dividends to preferred shareholders of the parent entity.", "label": "Payments of Ordinary Dividends, Preferred Stock and Preference Stock", "negatedTerseLabel": "Dividends paid on preferred stock" } } }, "localname": "PaymentsOfDividendsPreferredStockAndPreferenceStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [ "r123" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to satisfy grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Payment, Tax Withholding, Share-based Payment Arrangement", "negatedTerseLabel": "Taxes paid for settlement of stock-based compensation" } } }, "localname": "PaymentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r119" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "negatedTerseLabel": "Payments to Acquire Businesses, Net of Cash Acquired" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r120" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Cost of additions to land, buildings and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToDevelopSoftware": { "auth_ref": [ "r120" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the development or modification of software programs or applications for internal use (that is, not to be sold, leased or otherwise marketed to others) that qualify for capitalization.", "label": "Payments to Develop Software", "negatedLabel": "Cost of additions to internal use software" } } }, "localname": "PaymentsToDevelopSoftware", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PendingLitigationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Risk of loss associated with the outcome of pending litigation against the entity, for example, but not limited to, litigation in arbitration or within the trial process.", "label": "Pending Litigation [Member]", "terseLabel": "Pending Litigation [Member]" } } }, "localname": "PendingLitigationMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock": { "auth_ref": [ "r485", "r487", "r493", "r511", "r513", "r514", "r515", "r516", "r517", "r534", "r535", "r536", "r537", "r545" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for retirement benefits.", "label": "Retirement Benefits [Text Block]", "verboseLabel": "Employee Benefit Plans" } } }, "localname": "PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_PerformanceSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement awarded for meeting performance target.", "label": "Performance Shares [Member]", "terseLabel": "Performance Shares [Member]" } } }, "localname": "PerformanceSharesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails", "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PortionAtFairValueFairValueDisclosureMember": { "auth_ref": [ "r668" ], "lang": { "en-us": { "role": { "documentation": "Measured at fair value for financial reporting purposes.", "label": "Portion at Fair Value Measurement [Member]", "terseLabel": "Portion at Fair Value Measurement [Member]" } } }, "localname": "PortionAtFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesNonrecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockDividendRatePercentage": { "auth_ref": [ "r404" ], "lang": { "en-us": { "role": { "documentation": "The percentage rate used to calculate dividend payments on preferred stock.", "label": "Preferred Stock, Dividend Rate, Percentage", "terseLabel": "Preferred stock, dividend rate, percentage" } } }, "localname": "PreferredStockDividendRatePercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "percentItemType" }, "us-gaap_PreferredStockDividendsAndOtherAdjustments": { "auth_ref": [ "r173", "r184" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate value of preferred stock dividends and other adjustments necessary to derive net income apportioned to common stockholders.", "label": "Preferred Stock Dividends and Other Adjustments", "terseLabel": "Accrued dividends on preferred stock" } } }, "localname": "PreferredStockDividendsAndOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockDividendsPerShareCashPaid": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aggregate dividends paid during the period for each share of preferred stock outstanding.", "label": "Preferred Stock, Dividends, Per Share, Cash Paid", "terseLabel": "Preferred stock, cash dividend (in dollars per share)" } } }, "localname": "PreferredStockDividendsPerShareCashPaid", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquityParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockLiquidationPreferenceValue": { "auth_ref": [ "r140", "r408" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of the difference between preference in liquidation and the par or stated values of the preferred shares.", "label": "Preferred Stock, Liquidation Preference, Value", "terseLabel": "Preferred Stock, Liquidation Preference, Value" } } }, "localname": "PreferredStockLiquidationPreferenceValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company.", "label": "Preferred Stock [Member]", "terseLabel": "Preferred Stock [Member]" } } }, "localname": "PreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r38", "r403" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred Stock, Par or Stated Value Per Share (in dollars per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred Stock, Shares Authorized (in shares)" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r38", "r403" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, XRX separation shares issued (in shares)" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Shares of Series A convertible preferred stock and outstanding (in shares)" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockTextBlock": { "auth_ref": [ "r429" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for terms, amounts, nature of changes, rights and privileges, dividends, and other matters related to preferred stock.", "label": "Preferred Stock [Text Block]", "terseLabel": "Preferred Stock" } } }, "localname": "PreferredStockTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStock" ], "xbrltype": "textBlockItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r38", "r724" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock aggregate fair value" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r19", "r48", "r49" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid Expense and Other Assets, Current" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromDivestitureOfBusinesses": { "auth_ref": [ "r117" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from the sale of a portion of the company's business, for example a segment, division, branch or other business, during the period.", "label": "Proceeds from Divestiture of Businesses", "terseLabel": "Proceeds from divestitures and sale of assets, net of cash" } } }, "localname": "ProceedsFromDivestitureOfBusinesses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromDivestitureOfBusinessesNetOfCashDivested": { "auth_ref": [ "r117" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents the cash inflow during the period from the sale of a component of the entity.", "label": "Proceeds from Divestiture of Businesses, Net of Cash Divested", "terseLabel": "Proceeds from Divestiture of Businesses, Net of Cash Divested" } } }, "localname": "ProceedsFromDivestitureOfBusinessesNetOfCashDivested", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DivestitureDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r122" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Proceeds from the issuance of debt, net" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfSharesUnderIncentiveAndShareBasedCompensationPlansIncludingStockOptions": { "auth_ref": [ "r121", "r560" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from issuance of shares under share-based payment arrangement. Includes, but is not limited to, option exercised.", "label": "Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised", "negatedTerseLabel": "Stock option and incentive plans, net" } } }, "localname": "ProceedsFromIssuanceOfSharesUnderIncentiveAndShareBasedCompensationPlansIncludingStockOptions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r122", "r142" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "terseLabel": "Proceeds from revolving credit facility" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows", "http://www.conduent.com/role/DebtLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment": { "auth_ref": [ "r118" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale.", "label": "Proceeds from Sale of Property, Plant, and Equipment", "terseLabel": "Proceeds from sale of land, buildings and equipment" } } }, "localname": "ProceedsFromSaleOfPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r121", "r560" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Cash Received" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r72", "r303", "r702" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization", "terseLabel": "Land, buildings and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r53", "r303" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "verboseLabel": "Property, Plant, Equipment and Software by Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r52", "r301" ], "calculation": { "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "totalLabel": "Property, Plant and Equipment, Gross, Total" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant, Equipment and Software [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r28", "r29", "r303", "r724", "r788", "r802" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Land, buildings and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r51", "r303", "r827", "r828" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Land, Buildings and Equipment and Equipment on Operating Leases" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r28", "r303" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Land, buildings and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r28", "r301" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "verboseLabel": "Property, Plant, Equipment and Software by Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "verboseLabel": "Property, Plant and Equipment, Useful Life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForOtherLosses": { "auth_ref": [ "r107", "r130", "r780" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense related to other loss.", "label": "Provision for Other Losses", "terseLabel": "Allowance for credit losses" } } }, "localname": "ProvisionForOtherLosses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReasonablyPossibleSignificantChangeInUnrecognizedTaxBenefitsByItemAxis": { "auth_ref": [ "r579" ], "lang": { "en-us": { "role": { "documentation": "Information by nature of uncertainty related to unrecognized tax benefits.", "label": "Nature of Uncertainty [Axis]", "terseLabel": "Nature of Uncertainty [Axis]" } } }, "localname": "ReasonablyPossibleSignificantChangeInUnrecognizedTaxBenefitsByItemAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReceivablesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Receivables [Abstract]", "terseLabel": "Receivables [Abstract]" } } }, "localname": "ReceivablesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_ReceivablesPolicyTextBlock": { "auth_ref": [ "r241", "r245", "r246", "r247" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for receivable. Includes, but is not limited to, accounts receivable and financing receivable.", "label": "Receivable [Policy Text Block]", "terseLabel": "Receivable Sales" } } }, "localname": "ReceivablesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax": { "auth_ref": [ "r85", "r96", "r97", "r99", "r678", "r682", "r684" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss).", "label": "Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax", "terseLabel": "Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax" } } }, "localname": "ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]", "terseLabel": "Reconciling items:" } } }, "localname": "ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedTextBlock": { "auth_ref": [ "r220", "r224" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation of profit (loss) from reportable segments to the consolidated income (loss) before income tax expense (benefit) and discontinued operations. Includes, but is not limited to, reconciliation after income tax if income tax is allocated to the reportable segment.", "label": "Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]", "terseLabel": "Reconciliation to pre-tax income (loss)" } } }, "localname": "ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty": { "auth_ref": [ "r717" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party.", "label": "Related Party Transaction, Expenses from Transactions with Related Party", "terseLabel": "Total Allocated Corporate Expenses" } } }, "localname": "RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r715", "r716", "r718", "r720", "r721" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions Disclosure [Text Block]" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLinesOfCredit": { "auth_ref": [ "r124", "r142" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Repayments of Lines of Credit", "negatedTerseLabel": "Payments on revolving credit facility", "terseLabel": "Repayments of Lines of Credit" } } }, "localname": "RepaymentsOfLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows", "http://www.conduent.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r124" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "negatedTerseLabel": "Payments on debt" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r567", "r762", "r842" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 5.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development (excluding depreciation and amortization)" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restricted Cash [Abstract]", "terseLabel": "Restricted Cash [Abstract]" } } }, "localname": "RestrictedCashAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RestrictedCashCurrent": { "auth_ref": [ "r17", "r27", "r136" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Current", "terseLabel": "Restricted Cash, Current", "verboseLabel": "Restricted Cash and Investments, Current" } } }, "localname": "RestrictedCashCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlowsParenthetical", "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted Stock Units (RSUs) [Member]" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails", "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restructuring and Related Activities [Abstract]", "terseLabel": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RestructuringAndRelatedActivitiesDisclosureTextBlock": { "auth_ref": [ "r311", "r313", "r316", "r325", "r326" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.", "label": "Restructuring and Related Activities Disclosure [Text Block]", "verboseLabel": "Restructuring and Asset Impairment Charges" } } }, "localname": "RestructuringAndRelatedActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentCharges" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestructuringAndRelatedCostIncurredCost": { "auth_ref": [ "r312", "r315", "r322", "r324" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 7.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Discloses the amount charged against the accrued restructuring reserves, or earnings if not previously accrued, during the period for the specified type of restructuring cost.", "label": "Restructuring and Related Cost, Incurred Cost", "terseLabel": "Restructuring and related costs" } } }, "localname": "RestructuringAndRelatedCostIncurredCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss", "http://www.conduent.com/role/SegmentReportingReconciliationOfOperatingProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCharges": { "auth_ref": [ "r131", "r310", "r319", "r322" ], "calculation": { "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails": { "order": 1.0, "parentTag": "cndt_RestructuringNetCurrentPeriodCharges", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.", "label": "Restructuring Charges", "terseLabel": "Restructuring provision" } } }, "localname": "RestructuringCharges", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCostAndReserveAxis": { "auth_ref": [ "r312", "r313", "r322", "r323" ], "lang": { "en-us": { "role": { "documentation": "Information by type of restructuring cost.", "label": "Restructuring Type [Axis]", "terseLabel": "Restructuring Type [Axis]" } } }, "localname": "RestructuringCostAndReserveAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostAndReserveLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Restructuring Cost and Reserve [Line Items]", "terseLabel": "Restructuring Cost and Reserve [Line Items]" } } }, "localname": "RestructuringCostAndReserveLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringPlanAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by individual restructuring plan.", "label": "Restructuring Plan [Axis]", "terseLabel": "Restructuring Plan [Axis]" } } }, "localname": "RestructuringPlanAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringPlanDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Identification of the individual restructuring plans.", "label": "Restructuring Plan [Domain]", "terseLabel": "Restructuring Plan [Domain]" } } }, "localname": "RestructuringPlanDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringReserve": { "auth_ref": [ "r313", "r320" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount (including both current and noncurrent portions of the accrual) as of the balance sheet date pertaining to a specified type of cost associated with exit from or disposal of business activities or restructuring pursuant to a duly authorized plan.", "label": "Restructuring Reserve", "periodEndLabel": "Balance at end of period", "periodStartLabel": "Balance at beginning of period" } } }, "localname": "RestructuringReserve", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringReserveAccrualAdjustment1": { "auth_ref": [ "r313", "r323" ], "calculation": { "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails": { "order": 2.0, "parentTag": "cndt_RestructuringNetCurrentPeriodCharges", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) which increases (decreases) the restructuring reserve from an adjustment to a previously accrued restructuring liability.", "label": "Restructuring Reserve, Accrual Adjustment", "terseLabel": "Changes in estimates" } } }, "localname": "RestructuringReserveAccrualAdjustment1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringReserveCurrent": { "auth_ref": [ "r32", "r313", "r323" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of known and estimated obligations associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, which are expected to be paid in the next twelve months or in the normal operating cycle if longer. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, relocating employees, and costs associated with an ongoing benefit arrangement, but excludes costs associated with the retirement of a long-lived asset.", "label": "Restructuring Reserve, Current", "terseLabel": "Restructuring Reserve, Current" } } }, "localname": "RestructuringReserveCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringReserveNoncurrent": { "auth_ref": [ "r73", "r313", "r323" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of known and estimated costs associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, which are expected to be paid after one year or beyond the next operating cycle, if longer. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, and relocating employees, and costs associated with an ongoing benefit arrangement, but excludes costs associated with the retirement of a long-lived asset.", "label": "Restructuring Reserve, Noncurrent", "terseLabel": "Restructuring Reserve, Noncurrent" } } }, "localname": "RestructuringReserveNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringReserveRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Restructuring Reserve [Roll Forward]", "terseLabel": "Restructuring reserve [Roll Forward]" } } }, "localname": "RestructuringReserveRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r42", "r428", "r564", "r724", "r800", "r819", "r821" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings (deficit)" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r0", "r157", "r158", "r159", "r162", "r168", "r170", "r256", "r561", "r562", "r563", "r602", "r603", "r653", "r816", "r818" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings [Member]" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanSponsorLocationAxis": { "auth_ref": [ "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477", "r478", "r479", "r480", "r481", "r482", "r483", "r484", "r485", "r486", "r488", "r489", "r490", "r491", "r492", "r493", "r494", "r495", "r496", "r497", "r498", "r499", "r500", "r501", "r502", "r503", "r504", "r505", "r506", "r507", "r508", "r509", "r510", "r512", "r515", "r520", "r521", "r523", "r524", "r525", "r526", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r538", "r540", "r543" ], "lang": { "en-us": { "role": { "documentation": "Information by location of employer sponsoring plan designed to provide retirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Retirement Plan Sponsor Location [Axis]", "terseLabel": "Retirement Plan Sponsor Location [Axis]" } } }, "localname": "RetirementPlanSponsorLocationAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanSponsorLocationDomain": { "auth_ref": [ "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477", "r478", "r479", "r480", "r481", "r482", "r483", "r484", "r485", "r486", "r488", "r489", "r490", "r491", "r492", "r493", "r494", "r495", "r496", "r497", "r498", "r499", "r500", "r501", "r502", "r503", "r504", "r505", "r506", "r507", "r508", "r509", "r510", "r512", "r515", "r520", "r521", "r523", "r524", "r525", "r526", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r538", "r540", "r543" ], "lang": { "en-us": { "role": { "documentation": "Location of employer sponsoring plan designed to provide retirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Retirement Plan Sponsor Location [Domain]", "terseLabel": "Retirement Plan Sponsor Location [Domain]" } } }, "localname": "RetirementPlanSponsorLocationDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]", "terseLabel": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r205", "r206", "r219", "r225", "r226", "r232", "r233", "r236", "r451", "r452", "r763" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r138", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r463" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue from Contract with Customer" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r433", "r434", "r435", "r436", "r437", "r438", "r441", "r442", "r455", "r463" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "verboseLabel": "Revenue" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/Revenue" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromRelatedParties": { "auth_ref": [ "r110", "r353", "r355", "r356", "r360", "r361", "r362", "r823" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.", "label": "Revenue from Related Parties", "terseLabel": "Revenue from Related Parties" } } }, "localname": "RevenueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r439" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Revenue, Remaining Performance Obligation, Amount" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenuePerformanceObligationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenuePerformanceObligationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1": { "auth_ref": [ "r440" ], "lang": { "en-us": { "role": { "documentation": "Period in which remaining performance obligation is expected to be recognized as revenue, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenuePerformanceObligationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis": { "auth_ref": [ "r440" ], "lang": { "en-us": { "role": { "documentation": "Start date of time band for expected timing of satisfaction of remaining performance obligation, in YYYY-MM-DD format.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenuePerformanceObligationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about expected timing for satisfying remaining performance obligation.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenuePerformanceObligationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationPercentage": { "auth_ref": [ "r440" ], "lang": { "en-us": { "role": { "documentation": "Percentage of remaining performance obligation to total remaining performance obligation not recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Percentage", "terseLabel": "Revenue, Remaining Performance Obligation, Percentage" } } }, "localname": "RevenueRemainingPerformanceObligationPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenuePerformanceObligationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r101", "r143", "r205", "r206", "r219", "r225", "r226", "r232", "r233", "r236", "r255", "r350", "r351", "r352", "r355", "r356", "r357", "r358", "r359", "r361", "r362", "r672", "r787" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "terseLabel": "Revenues" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenuesFromExternalCustomersAndLongLivedAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenues from External Customers and Long-Lived Assets [Line Items]", "terseLabel": "Revenues from External Customers and Long-Lived Assets [Line Items]" } } }, "localname": "RevenuesFromExternalCustomersAndLongLivedAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability": { "auth_ref": [ "r708", "r713" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for finance lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Finance Lease Liability", "terseLabel": "Finance leases" } } }, "localname": "RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r708", "r713" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Operating leases" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r85", "r683", "r684" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accumulated other comprehensive income (loss).", "label": "Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]" } } }, "localname": "ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r505" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the net gain (loss) and net prior service cost or credit recognized in other comprehensive income (loss) for the period for pension plans and/or other employee benefit plans, and reclassification adjustments of other comprehensive income (loss) for the period, as those amounts, including amortization of the net transition asset or obligation, are recognized as components of net periodic benefit cost.", "label": "Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Schedule of Amounts Recognized in Other Comprehensive Income (Loss)" } } }, "localname": "ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OtherComprehensiveIncomeLossTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r185" ], "lang": { "en-us": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareAntiDilutiveSecuritiesDetails", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r601" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r62", "r148", "r393", "r395", "r421", "r425", "r426", "r427", "r688", "r689", "r692", "r790" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "terseLabel": "Schedule of Long-term Debt Instruments" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r592" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDefinedBenefitPlansDisclosuresTable": { "auth_ref": [ "r518", "r519", "r522", "r523", "r534" ], "lang": { "en-us": { "role": { "documentation": "Disclosures about an individual defined benefit pension plan or an other postretirement defined benefit plan. It may be appropriate to group certain similar plans. Also includes schedule for fair value of plan assets by major categories of plan assets by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), Significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Defined Benefit Plans Disclosures [Table]", "terseLabel": "Schedule of Defined Benefit Plans Disclosures [Table]" } } }, "localname": "ScheduleOfDefinedBenefitPlansDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EmployeeBenefitPlansDefinedBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r183" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Basic and Diluted Earnings per Share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r575" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r283", "r287", "r764" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets by Major Class [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r283", "r287" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets by Major Class" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTable": { "auth_ref": [ "r278", "r280" ], "lang": { "en-us": { "role": { "documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.", "label": "Schedule of Goodwill [Table]", "terseLabel": "Schedule of Goodwill [Table]" } } }, "localname": "ScheduleOfGoodwillTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r278", "r280" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r144" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Schedule of Income before Income Tax, Domestic and Foreign" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock": { "auth_ref": [ "r348" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of maturity and sinking fund requirement for long-term debt.", "label": "Schedule of Maturities of Long-term Debt [Table Text Block]", "terseLabel": "Schedule of Maturities of Long-term Debt" } } }, "localname": "ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock": { "auth_ref": [ "r638" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the notional amounts of outstanding derivative positions.", "label": "Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]", "verboseLabel": "Schedule of a Summary of Foreign Exchange Contracts Gross Notional Values" } } }, "localname": "ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FinancialInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r53", "r303" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Schedule of Property, Plant, Equipment and Software [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetDetails", "http://www.conduent.com/role/LandBuildingsEquipmentandSoftwareNetInternalUseSoftwareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.", "label": "Schedule of Related Party Transactions [Table Text Block]", "terseLabel": "Schedule of Related Party Transactions [Table Text Block]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RelatedPartyTransactionsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTable": { "auth_ref": [ "r312", "r313", "r314", "r315", "r322", "r323", "r324" ], "lang": { "en-us": { "role": { "documentation": "Table presenting the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and the amount of and periodic changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost by type of restructuring.", "label": "Schedule of Restructuring and Related Costs [Table]", "terseLabel": "Schedule of Restructuring and Related Costs [Table]" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTextBlock": { "auth_ref": [ "r317", "r318", "r321" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of costs incurred for restructuring including, but not limited to, exit and disposal activities, remediation, implementation, integration, asset impairment, and charges against earnings from the write-down of assets.", "label": "Restructuring and Related Costs [Table Text Block]", "terseLabel": "Total Costs Incurred with Restructuring Programs, by Segment" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRestructuringReserveByTypeOfCostTextBlock": { "auth_ref": [ "r313", "r323" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost. This element may also include a description of any reversal and other adjustment made during the period to the amount of an accrued liability for restructuring activities. This element may be used to encapsulate the roll forward presentations of an entity's restructuring reserve by type of cost and in total, and explanation of changes that occurred in the period.", "label": "Schedule of Restructuring Reserve by Type of Cost [Table Text Block]", "terseLabel": "Restructuring Program Activity" } } }, "localname": "ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock": { "auth_ref": [ "r111", "r235" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.", "label": "Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]", "terseLabel": "Revenue and long-lived assets by geography" } } }, "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable": { "auth_ref": [ "r101", "r235" ], "lang": { "en-us": { "role": { "documentation": "Schedule of material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.", "label": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]", "terseLabel": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]" } } }, "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingGeographicRevenueandAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r214", "r217", "r223", "r278" ], "lang": { "en-us": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r214", "r217", "r223", "r278" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Operating segment revenues and profitability" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r548", "r559" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails", "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r66", "r140", "r192", "r193", "r400", "r401", "r402", "r403", "r404", "r405", "r406", "r408", "r412", "r418", "r421", "r422", "r423", "r425", "r426", "r427", "r428" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails", "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock": { "auth_ref": [ "r558" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cost not yet recognized and weighted-average period over which cost is expected to be recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost [Table Text Block]", "terseLabel": "Schedule of Unrecognized Compensation Cost, Nonvested Awards" } } }, "localname": "ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [ "r202", "r205", "r206", "r207", "r208", "r209", "r210", "r211", "r212", "r213", "r214", "r215", "r216", "r219", "r220", "r221", "r222", "r224", "r225", "r226", "r227", "r228", "r230", "r236", "r315", "r324", "r811" ], "lang": { "en-us": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segment [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails", "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails", "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]", "terseLabel": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r202", "r203", "r204", "r214", "r218", "r224", "r228", "r229", "r230", "r231", "r232", "r235", "r236", "r237" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Segment Reporting" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReporting" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpense": { "auth_ref": [ "r114" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss": { "order": 9.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.", "label": "Selling, General and Administrative Expense", "terseLabel": "Selling, general and administrative (excluding depreciation and amortization)" } } }, "localname": "SellingGeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r130" ], "calculation": { "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1": { "auth_ref": [ "r549" ], "lang": { "en-us": { "role": { "documentation": "Estimated period over which an employee is required to provide service in exchange for the equity-based payment award, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period", "terseLabel": "Requisite service period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r552" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "Cancelled (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r556" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Cancelled (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r554" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r554" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "verboseLabel": "Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r553" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Outstanding at December 31 (in shares)", "periodStartLabel": "Outstanding at January 1 (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Awards Other Than Options, Number of Shares [Roll Forward]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r553" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Outstanding at December 31 (in dollars per share)", "periodStartLabel": "Outstanding at January 1 (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r555" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r555" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "verboseLabel": "Vested (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "verboseLabel": "Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails", "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r551", "r559" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "verboseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r546", "r550" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]", "verboseLabel": "Equity Award [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationActivityDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueDetails", "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsUnrecognizedCompensationDetails", "http://www.conduent.com/role/ShareholdersEquityTotalStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Intrinsic value of vested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested", "terseLabel": "Total Intrinsic Value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquitySharebasedCompensationAwardsIntrinsicValueCashReceivedandTaxBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShortTermLeaseCost": { "auth_ref": [ "r704", "r713" ], "calculation": { "http://www.conduent.com/role/LeasesLeaseCostDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term lease cost, excluding expense for lease with term of one month or less.", "label": "Short-term Lease, Cost", "terseLabel": "Short-term lease costs" } } }, "localname": "ShortTermLeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleNatureOfUncertaintyDomain": { "auth_ref": [ "r579" ], "lang": { "en-us": { "role": { "documentation": "The nature of the uncertainty for which it is reasonably possible that the total amount of the unrecognized tax benefit will significantly increase or decrease within twelve months of the balance sheet date.", "label": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain]", "terseLabel": "Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain]" } } }, "localname": "SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleNatureOfUncertaintyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r3", "r202", "r205", "r206", "r207", "r208", "r209", "r210", "r211", "r212", "r213", "r214", "r215", "r216", "r219", "r220", "r221", "r222", "r224", "r225", "r226", "r227", "r228", "r230", "r236", "r278", "r305", "r315", "r324", "r811" ], "lang": { "en-us": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetGoodwillDetails", "http://www.conduent.com/role/GoodwillandIntangibleAssetsNetIntangibleAssetsbyMajorClassDetails", "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails", "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails", "http://www.conduent.com/role/SegmentReportingSegmentRevenueandSegmentProfitLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r37", "r38", "r39", "r140", "r143", "r174", "r178", "r179", "r181", "r183", "r192", "r193", "r194", "r255", "r350", "r355", "r356", "r357", "r361", "r362", "r403", "r404", "r408", "r412", "r420", "r672", "r852" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/PreferredStockDetails", "http://www.conduent.com/role/ShareholdersEquityStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r0", "r68", "r96", "r97", "r98", "r157", "r158", "r159", "r162", "r168", "r170", "r191", "r256", "r420", "r428", "r561", "r562", "r563", "r602", "r603", "r653", "r678", "r679", "r680", "r681", "r682", "r684", "r816", "r817", "r818", "r873" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]", "verboseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails", "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity", "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails", "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]", "terseLabel": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]", "terseLabel": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r157", "r158", "r159", "r191", "r763" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/AccumulatedOtherComprehensiveLossAOCLDetails", "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r39", "r44", "r45", "r143", "r243", "r255", "r672", "r724" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedStatementsofShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r0", "r1", "r97", "r143", "r157", "r158", "r159", "r162", "r168", "r255", "r256", "r428", "r561", "r562", "r563", "r602", "r603", "r624", "r625", "r637", "r653", "r672", "r678", "r679", "r684", "r817", "r818", "r873" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "totalLabel": "Total Equity" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityNoteAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Note [Abstract]", "terseLabel": "Stockholders' Equity Note [Abstract]" } } }, "localname": "StockholdersEquityNoteAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r141", "r404", "r407", "r408", "r409", "r410", "r411", "r412", "r413", "r414", "r416", "r417", "r419", "r428", "r429" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "verboseLabel": "Shareholders' Equity" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ShareholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubleaseIncome": { "auth_ref": [ "r706", "r713" ], "calculation": { "http://www.conduent.com/role/LeasesLeaseCostDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of sublease income excluding finance and operating lease expense.", "label": "Sublease Income", "negatedTerseLabel": "Sublease income" } } }, "localname": "SubleaseIncome", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r685", "r726" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r685", "r726" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r685", "r726" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r685", "r726" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/DivestitureDetails", "http://www.conduent.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]", "terseLabel": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r725", "r727" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SummaryOfIncomeTaxContingenciesTextBlock": { "auth_ref": [ "r578", "r586", "r588" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other income tax contingencies. Includes, but is not limited to, interest and penalties, reconciliation of unrecognized tax benefits, unrecognized tax benefits that would affect the effective tax rate, tax years that remain subject to examination by tax jurisdictions, and information about positions for which it is reasonably possible that amounts unrecognized will significantly change within 12 months.", "label": "Summary of Income Tax Contingencies [Table Text Block]", "terseLabel": "Summary of Income Tax Contingencies" } } }, "localname": "SummaryOfIncomeTaxContingenciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SuretyBondMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "An obligation arising from a three-party agreement that legally binds together a principal who needs the bond, an obligee who requires the bond and a surety company that sells the bond.", "label": "Surety Bond [Member]", "terseLabel": "Surety Bond [Member]" } } }, "localname": "SuretyBondMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ContingenciesandLitigationLitigationAgainsttheCompanyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TaxCreditCarryforwardAxis": { "auth_ref": [ "r596" ], "lang": { "en-us": { "role": { "documentation": "Information by specific tax credit related to an unused tax credit.", "label": "Tax Credit Carryforward [Axis]", "terseLabel": "Tax Credit Carryforward [Axis]" } } }, "localname": "TaxCreditCarryforwardAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardNameDomain": { "auth_ref": [ "r596" ], "lang": { "en-us": { "role": { "documentation": "The name of the tax credit carryforward.", "label": "Tax Credit Carryforward, Name [Domain]", "terseLabel": "Tax Credit Carryforward, Name [Domain]" } } }, "localname": "TaxCreditCarryforwardNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TemporaryEquityCarryingAmountAttributableToParent": { "auth_ref": [ "r350", "r355", "r356", "r357", "r361", "r362" ], "calculation": { "http://www.conduent.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Carrying Amount, Attributable to Parent", "terseLabel": "Series A convertible preferred stock" } } }, "localname": "TemporaryEquityCarryingAmountAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_TimingOfTransferOfGoodOrServiceAxis": { "auth_ref": [ "r452", "r461" ], "lang": { "en-us": { "role": { "documentation": "Information by timing of transfer of good or service to customer.", "label": "Timing of Transfer of Good or Service [Axis]", "terseLabel": "Timing of Transfer of Good or Service [Axis]" } } }, "localname": "TimingOfTransferOfGoodOrServiceAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TimingOfTransferOfGoodOrServiceDomain": { "auth_ref": [ "r452", "r461" ], "lang": { "en-us": { "role": { "documentation": "Timing of transfer of good or service to customer. Includes, but is not limited to, at point in time or over time.", "label": "Timing of Transfer of Good or Service [Domain]", "terseLabel": "Timing of Transfer of Good or Service [Domain]" } } }, "localname": "TimingOfTransferOfGoodOrServiceDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TransferredAtPointInTimeMember": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Contract with customer in which good or service is transferred at point in time.", "label": "Transferred at Point in Time [Member]", "terseLabel": "Transferred at Point in Time" } } }, "localname": "TransferredAtPointInTimeMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TransferredOverTimeMember": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Contract with customer in which good or service is transferred over time.", "label": "Transferred over Time [Member]", "terseLabel": "Transferred over Time" } } }, "localname": "TransferredOverTimeMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RevenueDisaggregatedRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TransfersAndServicingOfFinancialAssetsTransfersOfFinancialAssetsSalesPolicy": { "auth_ref": [ "r728", "r738" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing whether a transfer of a financial asset qualifies for sale treatment, and its initial and subsequent accounting for a sale transaction. If an entity has securitized financial assets during any period presented and accounts for that transfer as a sale, for each major asset type (for example, mortgage loans, credit card receivables, and automobile loans), the entity generally discloses its accounting policies for initially and subsequently measuring any interests that it obtains and sells, or those it continues to hold in the transaction, including the methodology (for example, quoted market prices) and significant assumptions used to value such interests, and the gains and losses resulting from the sale.", "label": "Transfers and Servicing of Financial Assets, Transfers of Financial Assets, Sales, Policy [Policy Text Block]", "terseLabel": "Transfers and Servicing of Financial Assets, Transfers of Financial Assets, Sales" } } }, "localname": "TransfersAndServicingOfFinancialAssetsTransfersOfFinancialAssetsSalesPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r249", "r250", "r251", "r252", "r253", "r389", "r418", "r650", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r739", "r740", "r741", "r742", "r743", "r744", "r745", "r746", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756", "r757", "r758", "r759", "r852", "r853", "r854", "r855", "r856", "r857", "r858" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/FairValueofFinancialAssetsandLiabilitiesRecurringDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TypeOfRestructuringDomain": { "auth_ref": [ "r312", "r313", "r322", "r323" ], "lang": { "en-us": { "role": { "documentation": "Identification of the types of restructuring costs.", "label": "Type of Restructuring [Domain]", "terseLabel": "Type of Restructuring [Domain]" } } }, "localname": "TypeOfRestructuringDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/RestructuringandAssetImpairmentChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UndistributedEarningsOfForeignSubsidiaries": { "auth_ref": [ "r568", "r615", "r791", "r822" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of undistributed earnings of foreign subsidiaries intended to be permanently reinvested outside the country of domicile.", "label": "Undistributed Earnings of Foreign Subsidiaries", "terseLabel": "Undistributed Earnings of Foreign Subsidiaries" } } }, "localname": "UndistributedEarningsOfForeignSubsidiaries", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r569", "r581" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Balance, Ending", "periodStartLabel": "Balance, Beginning", "terseLabel": "Unrecognized Tax Benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r582" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedTerseLabel": "Reductions related to prior years positions", "terseLabel": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities": { "auth_ref": [ "r584" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from settlements with taxing authorities.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities", "negatedTerseLabel": "Settlements with taxing authorities", "terseLabel": "Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued": { "auth_ref": [ "r577" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued", "terseLabel": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r583" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Additions related to current year" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r582" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Additions related to prior years positions" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate": { "auth_ref": [ "r585" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.", "label": "Unrecognized Tax Benefits that Would Impact Effective Tax Rate", "terseLabel": "Unrecognized Tax Benefits that Would Impact Effective Tax Rate" } } }, "localname": "UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r195", "r196", "r197", "r198", "r199", "r200", "r201" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/OrganizationConsolidationandPresentationofFinancialStatementsPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceByDeferredTaxAssetAxis": { "auth_ref": [ "r591" ], "lang": { "en-us": { "role": { "documentation": "Information by type of deferred tax consequences attributable to deductible temporary differences.", "label": "Valuation Allowance by Deferred Tax Asset [Axis]", "terseLabel": "Valuation Allowance by Deferred Tax Asset [Axis]" } } }, "localname": "ValuationAllowanceByDeferredTaxAssetAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r592" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Valuation Allowance, Deferred Tax Asset, Change in Amount" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesDeferredTaxAssetAndLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowanceLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Valuation Allowance [Line Items]", "terseLabel": "Valuation Allowance [Line Items]" } } }, "localname": "ValuationAllowanceLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowanceTable": { "auth_ref": [ "r591" ], "lang": { "en-us": { "role": { "documentation": "A listing of an entity's valuation allowances to reduce deferred tax assets to amounts which it is more likely than not will not be realized, including a description of the deferred tax assets for which the valuation allowance has been recorded and the amount of the valuation allowance.", "label": "Valuation Allowance [Table]", "terseLabel": "Valuation Allowance [Table]" } } }, "localname": "ValuationAllowanceTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowancesAndReservesAdjustments": { "auth_ref": [ "r155" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in valuation and qualifying accounts and reserves from adjustment.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Increase (Decrease) Adjustment", "negatedTerseLabel": "AR Deductions and other, net of recoveries" } } }, "localname": "ValuationAllowancesAndReservesAdjustments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesBalance": { "auth_ref": [ "r149", "r154" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount", "periodEndLabel": "Tax Valuation Allowances and Reserves Ending Balance", "periodStartLabel": "Tax Valuation Allowances and Reserves Beginning Balance" } } }, "localname": "ValuationAllowancesAndReservesBalance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense": { "auth_ref": [ "r152" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense", "terseLabel": "AR Amounts (credited) charged to other income statement accounts" } } }, "localname": "ValuationAllowancesAndReservesChargedToCostAndExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDeductions": { "auth_ref": [ "r153" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction", "negatedTerseLabel": "Tax Valuation Allowances and Reserves, Deductions" } } }, "localname": "ValuationAllowancesAndReservesDeductions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDomain": { "auth_ref": [ "r149", "r150", "r151", "r153", "r154" ], "lang": { "en-us": { "role": { "documentation": "Valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]" } } }, "localname": "ValuationAllowancesAndReservesDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowancesAndReservesPeriodIncreaseDecrease": { "auth_ref": [ "r155" ], "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease)", "terseLabel": "Tax Valuation Allowances and Reserves, Period Increase (Decrease)" } } }, "localname": "ValuationAllowancesAndReservesPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesTypeAxis": { "auth_ref": [ "r149", "r150", "r151", "r153", "r154" ], "lang": { "en-us": { "role": { "documentation": "Information by valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]" } } }, "localname": "ValuationAllowancesAndReservesTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValueAddedTaxReceivableCurrent": { "auth_ref": [ "r70" ], "calculation": { "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of value added taxes due either from customers arising from sales on credit terms, or as previously overpaid to tax authorities. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer.", "label": "Value Added Tax Receivable, Current", "terseLabel": "Value Added Tax Receivable, Current" } } }, "localname": "ValueAddedTaxReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/SupplementaryFinancialInformationOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableLeaseCost": { "auth_ref": [ "r705", "r713" ], "calculation": { "http://www.conduent.com/role/LeasesLeaseCostDetails": { "order": 4.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases.", "label": "Variable Lease, Cost", "terseLabel": "Variable lease cost" } } }, "localname": "VariableLeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]", "terseLabel": "Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]" } } }, "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustmentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r172", "r183" ], "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted-average common shares outstanding (in shares)", "verboseLabel": "Weighted-average common shares outstanding (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.conduent.com/role/EarningsperShareReconciliationDetails" ], "xbrltype": "sharesItemType" } }, "unitCount": 6 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(1))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(8))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.13)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(c),9(a))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r116": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "220", "URI": "http://asc.fasb.org/topic&trid=2134417" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3179-108585" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3179-108585" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3044-108585" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4297-108586" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=SL98516268-108586" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721677-107760" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column B))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(1)))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(2)))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column D))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column E))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r156": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793" }, "r16": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/subtopic&trid=2122178" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21728-107793" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1707-109256" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1757-109256" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "28A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1500-109256" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1278-109256" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2626-109256" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r190": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6812-107765" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6812-107765" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599" }, "r237": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4647-111522" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6911-107765" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5033-111524" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707" }, "r244": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/subtopic&trid=2196772" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10149-111534" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10178-111534" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=d3e27405-111563" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=d3e27232-111563" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6935-107765" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=SL120269820-111563" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=109237563&loc=d3e33775-111570" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e7018-107765" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131252-203054" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131252-203054" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13777-109266" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "40", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=118172244&loc=d3e17916-109280" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=118198657&loc=SL118198666-228104" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=16397303&loc=d3e19379-109286" }, "r295": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123398962&loc=d3e400-110220" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123351718&loc=d3e2420-110228" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123351718&loc=d3e2443-110228" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2921-110230" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=SL51724579-110230" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r309": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=109237686&loc=d3e17752-110868" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4(b)(2))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(1))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(e))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r326": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "420", "URI": "http://asc.fasb.org/topic&trid=2175745" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r329": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14394-108349" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14453-108349" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14472-108349" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=116646759&loc=d3e15243-108350" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=6397426&loc=d3e17499-108355" }, "r341": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12021-110248" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12053-110248" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12069-110248" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12069-110248" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12069-110248" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=99376301&loc=d3e1243-112600" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123465755&loc=d3e1835-112601" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123467658&loc=d3e12317-112629" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123467658&loc=d3e12355-112629" }, "r399": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21553-112644" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21484-112644" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21488-112644" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r429": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123360276&loc=SL49130531-203044" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123360276&loc=SL49130532-203044" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123360276&loc=SL49130533-203044" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130561-203045" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130564-203045" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130549-203045" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130549-203045" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r463": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(10)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(5))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(7)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(8)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(9)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(6)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(7)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(8)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(6)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(7)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(j)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(l)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(o)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(p)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(q)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(r)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(r)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2410-114920" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2417-114920" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2417-114920" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2417-114920" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2439-114920" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(7)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e2919-114920" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Subparagraph": "(c)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=29639808&loc=d3e29008-114946" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450691-114947" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r545": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=SL79508275-113901" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6419918&loc=d3e35281-107843" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123452999&loc=d3e28200-109314" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e31917-109318" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721659-107760" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r616": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5333-128473" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4568447-111683" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4568740-111683" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4613673-111683" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569616-111683" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569643-111683" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4582445-111684" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5580258-113959" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121577181&loc=SL110061190-113977" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123477628&loc=d3e90205-114008" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r656": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "815", "URI": "http://asc.fasb.org/topic&trid=2229140" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "2C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=SL7498348-110258" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19279-110258" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=SL6742756-110258" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=SL6742756-110258" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594809&loc=d3e13220-108610" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13433-108611" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13467-108611" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13476-108611" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=120253306&loc=d3e28129-110885" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=123602790&loc=d3e30304-110892" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "40", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=116633155&loc=d3e31531-110899" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32022-110900" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r686": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "http://asc.fasb.org/topic&trid=2175825" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=123386454&loc=d3e45280-112737" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918631-209977" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918638-209977" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721663-107760" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918666-209980" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918701-209980" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971" }, "r714": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r721": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r727": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109221007&loc=SL6226446-111709" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "210-10-S99-1(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r754": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r755": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r756": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r757": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r758": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r759": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a),(b),(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r760": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733" }, "r761": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "275", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=123375686&loc=d3e54681-109401" }, "r762": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "730", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=6472174&loc=d3e58812-109433" }, "r763": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r764": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r765": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r766": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-10(c)(2))", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123726172&loc=d3e511914-122862" }, "r767": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123726384&loc=d3e516343-122869" }, "r768": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953" }, "r769": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a-c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r770": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r771": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r772": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r773": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r774": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r775": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r776": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r777": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r778": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r779": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r780": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(14))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r781": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r782": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r783": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r784": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r785": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r786": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r787": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r788": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630" }, "r789": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r790": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823" }, "r791": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6479915&loc=d3e66715-112838" }, "r792": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r793": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r794": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r795": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r796": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(b)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r797": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r798": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r799": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721665-107760" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i),(j),(k)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r800": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r801": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r802": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r803": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r804": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.5(c))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r805": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r806": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r807": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r808": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r809": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i-k)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r810": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r811": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r812": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439" }, "r813": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r814": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r815": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441" }, "r816": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r817": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r818": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r819": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r820": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r821": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r822": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6487024&loc=d3e29054-158556" }, "r823": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07.1(c))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272" }, "r824": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014" }, "r825": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=123364037&loc=d3e3115-115594" }, "r826": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629" }, "r827": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r828": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r829": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e637-108580" }, "r830": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r831": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r832": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r833": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r834": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r835": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r836": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r837": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r838": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663" }, "r839": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e681-108580" }, "r840": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r841": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r842": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r843": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128487-111756" }, "r844": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r845": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r846": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r847": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r848": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r849": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669686-108580" }, "r850": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r851": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r852": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402" }, "r853": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)" }, "r854": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)" }, "r855": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)" }, "r856": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)" }, "r857": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)" }, "r858": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)" }, "r859": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e689-108580" }, "r860": { "Footnote": "2", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r861": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "29" }, "r862": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column B", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r863": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column C", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r864": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column D", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r865": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column E", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r866": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column F", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r867": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column G", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r868": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column H", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r869": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column I", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e709-108580" }, "r870": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "09" }, "r871": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405" }, "r872": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "848" }, "r873": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "17A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL34724391-108580" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721671-107760" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e557-108580" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581" } }, "version": "2.1" } ZIP 122 0001677703-22-000015-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001677703-22-000015-xbrl.zip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�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