10-Q 1 conduent-93016x10q.htm 10-Q Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
_______________
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2016
OR
o
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 York
 
81-2983623
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
233 Mount Airy Road, Suite 100
Basking Ridge, New Jersey
 
07920
(Address of principal executive offices)
 
(Zip Code)
(908) 758-1200
(Registrant’s telephone number, including area code)
_________________________________________________  
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 o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No ý
Class
 
Outstanding at November 9, 2016
Common Stock, $0.01 par value
 
1,000 shares**

* The registrant became subject to the requirements on November 8, 2016.
** As of November 10, 2016, none of the voting stock of the registrant is held by a non-affiliate of the registrant. There is no publicly-traded market for any class of voting stock of the registrant. There is one holder of record of the registrant's equity, Xerox Corporation.





FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and any exhibits to this Report may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect Management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include, but are not limited to: changes in government regulation and economic, strategic, political and social conditions; competitive pressures; changes in interest in outsourced business process services; our ability to obtain adequate pricing for our services and to improve our cost structure; the effects of any acquisitions, joint ventures and divestitures by us; our ability to attract and retain key employees; our ability to attract and retain necessary technical personnel and qualified subcontractors; a decline in revenues from or a loss or failure of significant clients; our ability to estimate the scope of work or the costs of performance in our contracts; the failure to comply with laws relating to individually identifiable information, and personal health information and laws relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions; our ability to deliver on our contractual obligations properly and on time; our ability to renew commercial and government contracts awarded through competitive bidding processes; increases in the cost of telephone and data services or significant interruptions in such services; changes in tax and other laws and regulations; changes in U.S. GAAP or other applicable accounting policies; and other factors that are set forth in the “Legal Proceedings” section, the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of this Quarterly Report on Form 10-Q, as well as in the "Risk Factors" section of our Registration Statement on Form 10 filed with the Securities and Exchange Commission. Any forward-looking statements made by us in this Quarterly Report on Form 10-Q 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 as a result of new information, subsequent events or otherwise.





 

Conduent Form 10-Q
1



BUSINESS PROCESS OUTSOURCING BUSINESS OF XEROX CORPORATION
FORM 10-Q
September 30, 2016
TABLE OF CONTENTS
 
 
Page
 
Item 1.
 
 
Condensed Combined Statements of Income (Loss)
 
Condensed Combined Statements of Comprehensive Loss
 
Condensed Combined Balance Sheets
 
Condensed Combined Statements of Cash Flows
 
Notes to the Condensed Combined Financial Statements
Item 2.
 
 
 
Item 3.
Item 4.
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 6.
For additional information about Conduent Incorporation and access to our Registration Statement on Form 10, free of charge, please visit our website at www.conduent.com/investor. Any information on or linked from the website is not incorporated by reference into this Form 10-Q.
 

Conduent Form 10-Q
2


ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED)

BUSINESS PROCESS OUTSOURCING BUSINESS OF XEROX CORPORATION
CONDENSED COMBINED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2016
 
2015
 
2016
 
2015
Revenues
 
 
 
 
 
 
 
 
Outsourcing
 
$
1,585

 
$
1,557

 
$
4,856

 
$
4,892

Related party
 
11

 
14

 
38

 
40

Total Revenues
 
1,596

 
1,571

 
4,894

 
4,932

Costs and Expenses
 
 
 
 
 
 
 
 
Cost of outsourcing
 
1,319

 
1,672

 
4,079

 
4,505

Related party cost of services
 
9

 
10

 
28

 
29

Research and development
 
7

 
12

 
25

 
39

Selling, administrative and general
 
164

 
170

 
517

 
522

Restructuring and related costs
 
8

 
9

 
57

 
160

Amortization of intangible assets
 
63

 
62

 
200

 
187

Separation costs
 
15

 

 
34

 

Related party interest
 
10

 
14

 
30

 
50

Other expenses, net
 
(1
)
 
12

 
10

 
22

Total Costs and Expenses
 
1,594

 
1,961

 
4,980

 
5,514

Income (Loss) before Income Taxes
 
2

 
(390
)
 
(86
)
 
(582
)
Income tax expense (benefit)
 
1

 
(154
)
 
(54
)
 
(237
)
Income (Loss) from Continuing Operations
 
1

 
(236
)
 
(32
)
 
(345
)
Loss from discontinued operations, net of tax
 

 
(3
)
 

 
(64
)
Net Income (Loss)
 
$
1

 
$
(239
)
 
$
(32
)
 
$
(409
)

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

Conduent Form 10-Q
3


BUSINESS PROCESS OUTSOURCING BUSINESS OF XEROX CORPORATION
CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2016
 
2015
 
2016
 
2015
Net Income (Loss)
 
$
1

 
$
(239
)
 
$
(32
)
 
$
(409
)
 
 
 
 
 
 
 
 
 
Other Comprehensive Loss, Net(1):
 

 

 

 

Translation adjustments, net
 
(10
)
 
(28
)
 
(25
)
 
(47
)
Unrealized (losses) gains, net
 

 
(1
)
 
1

 

Changes in defined benefit plans, net
 
1

 
2

 
2

 
3

Other Comprehensive Loss, Net
 
(9
)
 
(27
)
 
(22
)
 
(44
)
 
 
 
 
 
 
 
 
 
Comprehensive Loss, Net
 
$
(8
)
 
$
(266
)
 
$
(54
)
 
$
(453
)

(1) Refer to Note 10 - Other Comprehensive Loss for gross components of Other Comprehensive Loss, reclassification adjustments out of Accumulated Other Comprehensive Loss and related tax effects.


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


Conduent Form 10-Q
4


BUSINESS PROCESS OUTSOURCING BUSINESS OF XEROX CORPORATION
CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
(in millions)
 
September 30,
2016
 
December 31,
2015
Assets
 
 
 
 
Cash and cash equivalents
 
$
148

 
$
140

Accounts receivable, net
 
1,420

 
1,246

Related party notes receivable
 
205

 
248

Other current assets
 
247

 
240

Total current assets
 
2,020

 
1,874

Land, buildings and equipment, net
 
264

 
280

Intangible assets, net
 
1,225

 
1,425

Goodwill
 
4,850

 
4,872

Other long-term assets
 
564

 
607

Total Assets
 
$
8,923

 
$
9,058

Liabilities and Net Parent Equity
 
 
 
 
Short-term debt and current portion of long-term debt
 
$
22

 
$
24

Related party notes payable
 
1,106

 
1,132

Accounts payable
 
116

 
264

Accrued compensation and benefits costs
 
245

 
249

Unearned income
 
208

 
227

Other current liabilities
 
609

 
845

Total current liabilities
 
2,306

 
2,741

Long-term debt
 
26

 
37

Pension and other benefit liabilities
 
151

 
153

Deferred taxes
 
781

 
764

Other long-term liabilities
 
169

 
201

Total Liabilities
 
3,433

 
3,896

 
 
 
 
 
Contingencies (See Note 11)
 


 


 
 
 
 
 
Net Parent Equity
 
 
 
 
Net parent investment
 
5,693

 
5,343

Accumulated other comprehensive loss
 
(203
)
 
(181
)
Total Net Parent Equity
 
5,490

 
5,162

Total Liabilities and Net Parent Equity
 
$
8,923

 
$
9,058


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

Conduent Form 10-Q
5


BUSINESS PROCESS OUTSOURCING BUSINESS OF XEROX CORPORATION
CONDENSED COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
 
2016
 
2015
 
2016
 
2015
Cash Flows from Operating Activities:
 
 
 
 
 
 
 
 
Net income (loss)
 
$
1

 
$
(239
)
 
$
(32
)
 
$
(409
)
Adjustments required to reconcile net income (loss) to cash flows from operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
135

 
170

 
417

 
466

Provision for receivables
 

 

 
3

 
2

Net loss on sales of businesses and assets
 

 
4

 
1

 
75

Stock-based compensation
 
8

 
28

 
18

 
33

Restructuring and asset impairment charges
 

 
9

 
45

 
160

Payments for restructurings
 
(17
)
 
(3
)
 
(37
)
 
(13
)
Contributions to defined benefit pension plans
 
(1
)
 
(2
)
 
(4
)
 
(6
)
(Increase) decrease in accounts receivable
 
(27
)
 
116

 
(140
)
 
31

(Increase) decrease in other current and long-term assets
 
(1
)
 
118

 
(70
)
 
(73
)
(Decrease) increase in accounts payable and accrued compensation
 
(15
)
 
53

 
(154
)
 
(45
)
(Decrease) increase in other current and long-term liabilities
 
(74
)
 
231

 
(164
)
 
191

Net change in income tax assets and liabilities
 
132

 
(358
)
 
80

 
(408
)
Other operating, net
 
(1
)
 
1

 
(1
)
 
1

Net cash provided by (used in) operating activities
 
140

 
128

 
(38
)
 
5

Cash Flows from Investing Activities:
 
 
 
 
 
 
 
 
Cost of additions to land, buildings and equipment
 
(31
)
 
(25
)
 
(86
)
 
(131
)
Proceeds from sales of land, buildings and equipment
 

 

 

 
1

Cost of additions to internal use software
 
(11
)
 
(7
)
 
(31
)
 
(20
)
Proceeds from sale of businesses
 

 
6

 
(53
)
 
939

Acquisitions, net of cash acquired
 
(1
)
 
(153
)
 
(1
)
 
(195
)
Net proceeds (payments) on related party notes receivable
 
43

 
(23
)
 
43

 
(24
)
Other investing
 
(1
)
 
(1
)
 
(1
)
 

Net cash (used in) provided by investing activities
 
(1
)
 
(203
)
 
(129
)
 
570

Cash Flows from Financing Activities:
 
 
 
 
 
 
 
 
Net proceeds on debt
 
2

 
2

 
6

 
30

Net payments on debt
 
(6
)
 
(7
)
 
(18
)
 
(287
)
Net proceeds (payments) on related party notes payable
 
1

 
45

 
(26
)
 
16

Net transfers (to) from parent
 
(146
)
 
35

 
216

 
(324
)
Excess tax benefits from stock-based compensation
 

 
1

 

 
3

Other financing
 

 

 
(1
)
 
(1
)
Net cash (used in) provided by financing activities
 
(149
)
 
76

 
177

 
(563
)
Effect of exchange rate changes on cash and cash equivalents
 
(2
)
 
(4
)
 
(2
)
 
(8
)
(Decrease) increase in cash and cash equivalents
 
(12
)
 
(3
)
 
8

 
4

Cash and cash equivalents at beginning of period
 
160

 
166

 
140

 
159

Cash and Cash Equivalents at End of Period
 
$
148

 
$
163

 
$
148

 
$
163

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

Conduent Form 10-Q
6


BUSINESS PROCESS OUTSOURCING BUSINESS OF XEROX CORPORATION
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
(in millions, except where otherwise noted)

Note 1 – Basis of Presentation
The Proposed Transaction
On January 29, 2016, Xerox Corporation (Xerox or Parent) announced plans for the complete legal and structural separation ("Spin-Off") of the businesses constituting Xerox's Business Processing Outsourcing business and related operations (the "BPS Business") from Xerox. To effect the separation, Xerox will first undertake a series of internal transactions, following which Conduent Incorporated ("Conduent") will hold, directly or through its subsidiaries, the BPS Business. The separation will be completed by way of a pro rata distribution of Conduent Incorporated shares held by Xerox to Xerox's shareholders. The Spin-Off will be completed by way of a pro rata dividend on December 31, 2016 of shares of Conduent common stock held by Xerox to its shareholders as outstanding shares of common stock of Conduent and Conduent will operate as an independent publicly-traded company.

In these Condensed Combined Financial Statements, unless the context otherwise requires:
"We," "our" and "us" refer to Xerox's Business Processing Outsourcing business and related operations, and
"Spin-Off" refers to the transaction in which we will be separated from Xerox.
Completion of the Spin-Off is subject to the satisfaction or waiver of a number of conditions. In addition, Xerox has the right not to complete the Spin-Off if, at any time, Xerox’s board of directors determines, in its sole and absolute discretion, that the Spin-Off is not in the best interest of Xerox or its shareholders, or is otherwise not advisable.
Basis of Presentation and Principles of Combination
The Condensed Combined Financial Statements of the BPS Business have been derived from the Consolidated Financial Statements and accounting records of Xerox as if the BPS Business operated on a standalone basis during the periods presented and were prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and pursuant to the rules and regulations of the SEC. Historically, the BPS Business consisted of the Business Processing Outsourcing Operating segment within Xerox's reportable Services segment and did not operate as a separate, standalone company. Accordingly, its financial position and the related results of operations, cash flows and changes in equity have been reported in Xerox's Consolidated Financial Statements.
We have prepared the unaudited Condensed Combined Financial Statements in accordance with the accounting policies described in our audited 2015 Combined Financial Statements, contained in the Company's Registration Statement on Form 10 filed with the SEC, on June 30, 2016, as amended and the interim reporting requirements of U.S. GAAP. Accordingly, certain information and note disclosures normally included in our annual combined financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. You should read these Condensed Combined Financial Statements in conjunction with the 2015 Combined Financial Statements contained in our Registration Statement on Form 10. In the opinion of management, all adjustments which are necessary for a fair statement of financial position, operating results and cash flows for the interim periods presented have been made. These adjustments consist of normal recurring items. Interim results of operations are not necessarily indicative of the results of the full year.
As the separate legal entities and divisions that make up the BPS Business were not historically held by a single legal entity, Total Net Parent Equity is shown in lieu of shareholder's equity in these Condensed Combined Financial Statements. Balances between the BPS Business and Xerox that were not historically settled in cash are included in Net Parent Investment. Net Parent Investment represents Xerox's interest in the recorded assets of the BPS Business and represents the cumulative investment by Xerox in the BPS Business through the dates presented, inclusive of operating results.
The Condensed Combined Financial Statements include the historical basis of assets, liabilities, revenues, and expenses of the individual businesses of Xerox's historical BPS Business including the joint ventures and partnerships over which the BPS Business has a controlling financial interest. The BPS Business uses the equity method to account for investments in business entities that it does not control if it is otherwise able to exercise significant influence over the entities operating and financial policies (generally 20% to 50% ownership). The Condensed Combined Financial Statements include certain assets and liabilities that are held by Xerox that are

Conduent Form 10-Q
7


specifically identifiable or otherwise attributable to the BPS Business. All intercompany transactions and balances within the BPS Business have been eliminated.
Cash is managed centrally through bank accounts controlled and maintained by Xerox. Accordingly, cash and cash equivalents held by Xerox at the corporate level were not attributable to the BPS Business for any of the periods presented. Only cash amounts specifically attributable to the BPS Business are reflected in the Condensed Combined Balance Sheets. Transfers of cash, both to and from Xerox's centralized cash management system, are reflected as a component of Net Parent Investment in the Condensed Combined Balance Sheets and as a financing activity on the accompanying Condensed Combined Statements of Cash Flows. Historically, the BPS Business received or provided funding as part of Xerox's centralized treasury program.
Third-party debt obligations of Xerox and the corresponding financing costs related to those debt obligations, specifically those that relate to senior notes, term loans, commercial paper obligations and revolving credit facilities, have not been attributed to the BPS Business, as the BPS Business was not the legal obligor on the debt. The only third-party debt obligations included in these Condensed Combined Financial Statements are those for which the legal obligor is a legal entity within the BPS Business.
During the periods presented, the BPS Business functioned as part of the larger group of companies controlled by Xerox. Accordingly, Xerox performed certain corporate overhead functions for the BPS Business. Therefore, certain corporate costs, including compensation costs for corporate employees supporting the BPS Business, have been allocated from Xerox. These allocated costs are for corporate functions including, but not limited to, senior management, legal, human resources, finance and accounting, treasury, information technology, marketing and communications, internal audit and other shared services, which are not provided at the BPS Business level. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of cost, headcount, or other measures we have determined as reasonable. The Condensed Combined Financial Statements do not necessarily include all the expenses that would have been incurred or held by the BPS Business had it been a separate, standalone company. We expect to incur additional expenses, as well as gain incremental productivity as a separate, standalone publicly-traded company. It is not practicable to estimate actual costs that would have been incurred had the BPS Business been a separate standalone company during the periods presented. Allocations for management costs and corporate support services provided to the BPS Business totaled $41 and $125 for the three and nine months ended September 30, 2016, respectively, and $40 and $127 for the three and nine months ended September 30, 2015, respectively.
The management of the BPS Business believes the assumptions underlying the Condensed Combined Financial Statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the BPS Business during the periods presented. Nevertheless, the Condensed Combined Financial Statements may not be indicative of the BPS Business's future performance, and do not necessarily include all of the actual expenses that would have been incurred by the BPS Business and may not reflect the results of operations, financial position, and cash flows of the BPS Business had the BPS Business been a separate, standalone company during the periods presented.
Operations of the BPS Business are included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by Xerox, where applicable. The BPS Business also files certain separate state and local and foreign income tax returns. Income tax expense and other income tax related information contained in the Condensed Combined Financial Statements are presented on a separate return basis as if the BPS Business filed its own tax returns. The income taxes of the BPS Business, as presented in the Condensed Combined Financial Statements, may not be indicative of the income taxes that the BPS Business will generate in the future. In jurisdictions where the BPS Business has been included in the tax returns filed by Xerox, any income taxes payable resulting from the related income tax provisions have been reflected in the balance sheet within "Net Parent Investment."
For convenience and ease of reference, we refer to the financial statement caption “Income (Loss) before Income Taxes” as “pre-tax income (loss)” throughout the Notes to the Condensed Combined Financial Statements.

During the 2016 second quarter closing process, we determined that the first quarter 2016 income tax benefit of $25 should have been $6 higher. This additional income tax benefit was adjusted for and included in the six month results ended June 30, 2016 and the nine month results ended September 30, 2016. We will revise the first quarter 2016 results in future filings to reflect this adjustment. The Company concluded that this item was not material to the condensed combined financial statements for the three months ended March 31, 2016.


Conduent Form 10-Q
8


Note 2 – Recent Accounting Pronouncements

Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for our fiscal year beginning January 1, 2018, with early adoption permitted for fiscal years beginning January 1, 2017. The standard will be adopted using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. In March 2016, the FASB issued ASU 2016-08, Revenue Recognition - Principal versus Agent (reporting revenue gross versus net). Also, in April 2016, the FASB issued ASU 2016-10 Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing, and in May 2016, the FASB issued ASU 2016-12 Revenue Recognition - Narrow Scope Improvements and Practical Expedients. We will adopt this standard beginning January 1, 2018, and we will use the modified retrospective method. We continue to evaluate the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases. This update requires the recognition of leased assets and lease obligations by lessees for those leases currently classified as operating leases under existing lease guidance. Short term leases with a term of 12 months or less are not required to be recognized. The update also requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. The accounting for lessors does not fundamentally change except for changes to conform and align guidance to the lessee guidance as well as to the new revenue recognition guidance in ASU 2014-09. This update is effective for our fiscal year beginning January 1, 2019. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.
Cash Flows
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. This update provides specific guidance on eight cash flow classification issues where current GAAP is either unclear or does not include specific guidance. This update is effective for our fiscal year beginning January 1, 2018 with early adoption permitted. This update is not expected to have a material impact on our financial condition, results of operations or cash flows.
Stock Compensation
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation, Improvements to Employee Share-Based payment Accounting (Topic 718). This update includes provisions to simplify certain aspects related to the accounting for share-based awards and the related financial statement presentation. The update also requires that excess tax benefits and deficiencies be recorded in the income statement when the awards vest or are settled as compared to equity as allowed under certain conditions by current US GAAP. This change is required to be adopted prospectively in the period of adoption. In addition, the ASU modifies the classification of certain share-based payment activities within the statements of cash flows and these changes are required to be applied retrospectively to all periods presented. ASU 2016-09 is effective for our fiscal year beginning January 1, 2017. The adoption of ASU No. 2016-09 is not expected to have a material impact on our financial condition, results of operations or cash flows. However, the update may add volatility to our income tax expense in future periods depending upon, among other things, the level of tax expense and the price of the Company's common stock at the date of vesting for share-based awards.


Conduent Form 10-Q
9


Income Taxes
In October 2016, the FASB issued ASU 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other than Inventory. This update requires recognition of the income-tax consequences of an intra-entity transfer of assets other than inventory. Under current GAAP, recognition of the income tax consequences for assets other than inventory could only occur upon sale to a third party. This update is effective for our fiscal year beginning January 1, 2018. We are currently evaluating the impact of the adoption of ASU 2016-16 on our consolidated financial statements.
Financial Instruments - Credit Losses
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses - Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets. The update impacts financial assets and net investment in leases that are not accounted for at fair value through net income. This update is effective for our fiscal year beginning January 1, 2020, with early adoption permitted as of January 1, 2019. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements.
Equity Method Accounting
In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting. This update eliminates the requirement that when an existing cost method investment qualifies for use of the equity method, an investor must restate its historical financial statements, as if the equity method had been used during all previous periods. Under the new guidance, at the point an investment qualifies for the equity method, any unrealized gain or loss in accumulated other comprehensive income(loss) ("AOCI") will be recognized through earnings. This update is effective for our fiscal year beginning January 1, 2017, with early adoption permitted. The adoption of this update is not expected to have a material impact on our financial condition, results of operations or cash flows.
Other Updates
In 2016 and 2015, the FASB also issued the following Accounting Standards Updates which are not expected to have a material impact on our financial condition, results of operations or cash flows. Those updates are as follows:

Financial Instruments: ASU 2016-01, Financial Instruments - Recognition and Measurement of Financial Instruments and Financial Liabilities, which will be effective for our fiscal year beginning January 1, 2018.
Inventory: ASU 2015-11, Simplifying the Subsequent Measurement of Inventory, which is effective for our fiscal year beginning January 1, 2017.
Fair Value Measurements: ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent), which was effective for our fiscal year beginning January 1, 2016.
Disclosures of Going Concern Uncertainties: ASU 2014-15, Presentation of Financial Statements -
Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity’s Ability to Continue as a
Going Concern, which is effective for our fiscal year ending December 31, 2016.
Stock Compensation: ASU 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for
Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be
Achieved after the Requisite Service Period, which was effective for our fiscal year beginning January 1,
2016.

Note 3 – Segment Reporting
Our reportable segments correspond to how we organize and manage the business and are aligned to the industries in which our clients operate. All of our segments involve the delivery of business process services and include service arrangements where we manage a customer's business activity or process. We report our financial performance based on the following three primary reportable segments:
Commercial Industries
Healthcare
Public Sector
Commercial Industries: Our Commercial Industries segment provides business process services and customized solutions to clients in a variety of industries (other than healthcare). Across the Commercial Industries segment, we deliver end-to-end business-to-business and business-to-customer services that enable our clients to optimize their

Conduent Form 10-Q
10


key processes. Our multi-industry competencies include customer care, human resource management and finance and accounting services. These services are complemented by innovative industry-specific services such as personalized product information for the automotive industry; digitized source-to-pay solutions for clients in the manufacturing industry; customer experience and marketing services for clients in the retail industry; mortgage and consumer loan processing for clients in the financial services industry and customized workforce learning solutions for clients in the aerospace industry.
Healthcare: Our Healthcare segment provides industry-centric business process services to clients across the healthcare industry, including providers, payers, employers, pharmaceutical and life science companies and government agencies. Through this segment we offer innovative services and subject matter expertise to clients. We strive to enable our healthcare clients to focus on improving the patient care experience, lowering total costs and enabling better long-term health outcomes.
Public Sector: Our Public Sector segment provides government-centric business process services to U.S. federal, state and local and foreign governments for transportation, public assistance, program administration, transaction processing and payment services.
Other: Other includes our Government Health Enterprise Medicaid Platform business, where we are limiting our focus to implementing and maintaining systems for our current Health Enterprise clients, and our Student Loan business, which is in run-off. Other also includes non-allocated corporate expenses as well as inter-segment eliminations.
Selected financial information for our reportable segments is as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Segment
Revenue
 
Segment Profit (Loss)
 
Segment
Revenue
 
Segment Profit(Loss)
2016
 
 
 
 
 
 
 
Commercial Industries
$
664

 
$
21

 
$
2,030

 
$
44

Healthcare
397

 
38

 
1,277

 
112

Public Sector
443

 
59

 
1,290

 
163

Other
92

 
(21
)
 
297

 
(74
)
Total
$
1,596

 
$
97

 
$
4,894

 
$
245

2015
 
 
 
 
 
 
 
Commercial Industries
$
720

 
$
14

 
$
2,161

 
$
51

Healthcare
422

 
32

 
1,293

 
113

Public Sector
429

 
51

 
1,283

 
145

Other (1)

 
(390
)
 
195

 
(469
)
Total
$
1,571

 
$
(293
)
 
$
4,932

 
$
(160
)
__________________________
(1)
Other includes a pre-tax charge of $389 associated with our third quarter 2015 decision to not fully complete the Health Enterprise implementations in California and Montana. The charge included a $116 reduction to revenues and $273 recorded to cost of outsourcing.
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Reconciliation to Pre-tax Income (Loss)
2016
 
2015
 
2016
 
2015
Segment Profit (Loss)
$
97

 
$
(293
)
 
$
245

 
$
(160
)
Reconciling items:
 
 
 
 
 
 
 
Amortization of intangible assets
(63
)
 
(62
)
 
(200
)
 
(187
)
Restructuring and related costs
(8
)
 
(9
)
 
(57
)
 
(160
)
Business transformation costs(1)

 

 

 
(3
)
Related party interest
(10
)
 
(14
)
 
(30
)
 
(50
)
Separation costs(2)
(15
)
 

 
(34
)
 

Other
1

 
(12
)
 
(10
)
 
(22
)
Pre-tax Profit (Loss)
$
2

 
$
(390
)
 
$
(86
)
 
$
(582
)
__________________________
(1)
Business transformation costs represent incremental costs incurred directly in support of our business transformation and restructuring
initiatives such as compensation costs for overlapping staff, consulting costs and training costs.

Conduent Form 10-Q
11


(2)
Separation costs are expenses incurred in connection with Xerox's planned separation into two independent, publicly-traded companies. These costs are primarily for third-party investment banking, accounting, legal, consulting and other similar types of services related to the separation transaction as well as costs associated with the operational separation of the two companies, such as those related to human resources, brand management, real estate and information management to the extent not capitalized. Refer to Note 1 - Basis of Presentation for additional information regarding Xerox's planned separation.


Note 4 – Divestitures
Information Technology Outsourcing (ITO)
In 2014, we announced an agreement to sell our ITO business to Atos SE ("Atos"). As a result of this agreement, we reported the ITO business as held for sale and a Discontinued Operation up through its date of sale, which was completed on June 30, 2015.
In February 2016, we reached an agreement with Atos on the final adjustments to the closing balance of net assets sold as well as the settlement of certain indemnification claims and recorded an additional pre-tax loss on the disposal in 2015 of $24 ($14 after-tax). This additional loss was recorded in the 2015 financial statements because the agreement with Atos was reached before the financial statements had been issued, accordingly no adjustment was required in 2016. In the first quarter 2016, we paid Atos approximately $52, representing a $28 adjustment to the final sales price as a result of this agreement and a payment of $24 due from closing. The payment is reflected in Investing cash flows as an adjustment of the sales proceeds.  
Other Discontinued Operations
There were no Discontinued Operations for the nine months ended September 30, 2016.
Summarized financial information for our Discontinued Operations for the three and nine months ended September 30, 2015 was as follows:
 
 
Three Months Ended
September 30, 2015
 
Nine Months Ended
September 30, 2015
 
 
ITO
 
Other
 
Total
 
ITO
 
Other
 
Total
Revenues
 
$

 
$

 
$

 
$
619

 
$

 
$
619

 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations (1)
 
$

 
$

 
$

 
$
104

 
$

 
$
104

Loss on disposal
 
(5
)
 

 
(5
)
 
(77
)
 

 
(77
)
Net (loss) income before income taxes
 
(5
)
 

 
(5
)
 
27

 

 
27

Income tax benefit (expense)
 
2

 

 
2

 
(91
)
 

 
(91
)
Loss From Discontinued Operations, Net of Tax
 
$
(3
)
 
$

 
$
(3
)
 
$
(64
)
 
$

 
$
(64
)
__________________________
(1)
ITO Income from operations excludes depreciation and amortization expenses of approximately $80 (including $14 of intangible amortization) for the nine months ended September 30, 2015, since the business was held for sale.

Note 5 – Accounts Receivable, Net
Accounts receivable, net were as follows:
 
 
September 30, 2016
 
December 31, 2015
Amounts billed or billable
 
$
1,067

 
$
963

Unbilled amounts
 
360

 
289

Allowance for doubtful accounts
 
(7
)
 
(6
)
Accounts Receivable, Net
 
$
1,420

 
$
1,246


Unbilled amounts include amounts associated with percentage-of-completion accounting and other earned revenues not currently billable due to contractual provisions. Amounts to be invoiced in the subsequent month for current services provided are included in amounts billable, and at September 30, 2016 and December 31, 2015 were approximately $464 and $443, respectively.

Conduent Form 10-Q
12



We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness. The allowance for uncollectible accounts receivables is determined principally on the basis of past collection experience, as well as consideration of current economic conditions and changes in our customer collection trends.
Accounts Receivable Sales Arrangements
Accounts receivable sales arrangements are utilized in the normal course of business as part of our cash and liquidity management. We have facilities in the U.S. and Europe that enable us to sell certain accounts receivable without recourse to third-parties. The accounts receivables sold are generally short-term trade receivables with payment due dates of less than 60 days. Our arrangements involve the sale of our entire interest in groups of accounts receivable for cash.
Under the agreements, we continue to service the sold accounts receivable. A servicing liability is recorded for the estimated fair value of the servicing. The amounts associated with the servicing liability were not material.
Of the accounts receivables sold and derecognized from our balance sheet, $63 and $136 remained uncollected as of September 30, 2016 and December 31, 2015, respectively. Accounts receivable sales were as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2016
 
2015
 
2016
 
2015
Accounts receivable sales
$
74

 
$
60

 
$
228

 
$
179

Estimated Increase (decrease) to operating cash flows(1)
(1
)
 
1

 
(73
)
 
(19
)
__________________________
(1)
Represents the difference between current and prior period receivable sales adjusted for the effects of: (i) the deferred proceeds, (ii) collections prior to the end of the quarter and, (iii) currency.
Note 6 – Restructuring Programs and Related Costs
During the nine months ended September 30, 2016, we recorded net restructuring and asset impairment charges of $45, which included approximately $52 of severance costs related to headcount reductions of approximately 3,300 employees worldwide, $2 of lease cancellation costs and $2 of asset impairments. These costs were offset by $11 of net reversals, primarily resulting from changes in estimated reserves from prior period initiatives. We also recorded $8 and $12 of costs during the three and nine months ended September 30, 2016, respectively, primarily related to professional support services associated with the implementation of the strategic transformation program.
Information related to restructuring program activity during the nine months ended September 30, 2016 is outlined below:
 
Severance and
Related Costs
 
Lease Cancellation
and Other Costs
 
Asset Impairments(2)
 
Total
Balance at December 31, 2015
$
4

 
$

 
$

 
$
4

Provision
52

 
2

 
2

 
56

Reversals
(11
)
 

 

 
(11
)
Net Current Period Charges(1)
41

 
2

 
2

 
45

Charges against reserve and currency
(36
)
 
(1
)
 
(2
)
 
(39
)
Balance at September 30, 2016
$
9

 
$
1

 
$

 
$
10

 _____________________________
(1)
Represents net amount recognized within the Condensed Combined Statements of Income for the period shown.
(2)
Charges associated with asset impairments represent the write-down of the related assets to their new cost basis and are recorded concurrently with the recognition of the provision.
Reconciliation to the Condensed Combined Statements of Cash Flows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2016
 
2015
 
2016
 
2015
Charges against reserve
$
(17
)
 
$
(149
)
 
$
(39
)
 
$
(159
)
Asset impairments

 
146

 
2

 
146

Restructuring Cash Payments
$
(17
)
 
$
(3
)
 
$
(37
)
 
$
(13
)

Conduent Form 10-Q
13



The following table summarizes the total amount of costs incurred in connection with these restructuring programs by segment:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2016
 
2015
 
2016
 
2015
Commercial Industries
$
(3
)
 
$
4

 
$
25

 
$
8

Healthcare

 
3

 
12

 
4

Public Sector
(1
)
 
2

 
5

 
2

Other
4

 

 
3

 
146

Total Net Restructuring Charges
$

 
$
9

 
$
45

 
$
160



Note 7 – Financial Instruments
Foreign Exchange Risk Management
We are a global company that is exposed to foreign currency exchange rate fluctuations in the normal course of our business. As a part of our foreign exchange risk management strategy, we use derivative instruments, primarily forward contracts, to hedge the following foreign currency exposures, thereby reducing volatility of earnings or protecting fair values of assets and liabilities:
 
Foreign currency-denominated assets and liabilities
Forecasted purchases and sales in foreign currency
Summary of Foreign Exchange Hedging Positions
At September 30, 2016, we had outstanding forward exchange contracts with gross notional values of $176, which is typical of the amounts that are normally outstanding at any point during the year. Approximately 68% of these contracts mature within three months, 12% in three to six months, 15% in six to 12 months and 5% in greater than 12 months.
Included in the $176 Gross Notional Value is $61 of derivatives where a Xerox related party is the counterparty. These related party derivatives are all entered into based on prevailing market terms and accounted for as if they were third-party derivatives. These derivatives had a net fair value of less than $1 at September 30, 2016.
Foreign Currency Cash Flow Hedges
We designate a portion of our foreign currency derivative contracts as cash flow hedges of our foreign currency-denominated expenses. The net liability fair value of these contracts were $1 and $3 as of September 30, 2016 and December 31, 2015, respectively.

Conduent Form 10-Q
14


 
Summary of Derivative Instruments Fair Value
The following table provides a summary of the fair value amounts of our derivative instruments:
Designation of Derivatives
 
Balance Sheet Location
 
September 30, 2016
 
December 31, 2015
Derivatives Designated as Hedging Instruments
 
 
 
 
Foreign exchange contracts – forwards
 
Other current assets
 
$
1

 
$

 
 
Other current liabilities
 
(2
)
 
(3
)
 
 
Net Designated Derivative Liability
 
$
(1
)
 
$
(3
)
 
 
 
 
 
 
 
Derivatives NOT Designated as Hedging Instruments
 
 
 
 
Foreign exchange contracts – forwards
 
Other current assets
 
$
1

 
$

 
 
Other current liabilities
 
(2
)
 

 
 
Net Undesignated Derivative Liability
 
$
(1
)
 
$

 
 
 
 
 
 
 
Summary of Derivatives
 
Total Derivative Assets
 
$
2

 
$

 
 
Total Derivative Liabilities
 
(4
)
 
(3
)
 
 
Net Derivative Liability
 
$
(2
)
 
$
(3
)
Summary of Derivative Instruments Gains (Losses)
Derivative gains (losses) affect the income statement based on whether such derivatives are designated as hedges of underlying exposures. The following is a summary of derivative gains (losses).
Designated Cash Flow Derivative Instruments Gains (Losses)
The following table provides a summary of gains (losses) on derivative instruments:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
Cash Flow Hedges - Foreign Exchange Forward Contracts and Options
 
 
 
 
 
 
 
 
Derivative loss recognized in OCI (effective portion)
 
$
(1
)
 
$
(3
)
 
$

 
$
(3
)
Derivative loss reclassified from AOCI to income - Cost of outsourcing (effective portion)
 
(1
)
 
(1
)
 
(2
)
 
(3
)
During the nine months ended September 30, 2016 and 2015, no amount of ineffectiveness was recorded in earnings for these designated cash flow hedges and all components of each derivative’s gain (loss) was included in the assessment of hedge effectiveness. In addition, no amount was recorded for an underlying exposure that did not occur or was not expected to occur.
At September 30, 2016, net after-tax losses of $1 were recorded in accumulated other comprehensive loss associated with our cash flow hedging activity. The entire balance is expected to be reclassified into net income within the next 12 months, providing an offsetting economic impact against the underlying anticipated transactions.
Non-Designated Derivative Instruments Gains (Losses)

Non-designated derivative instruments are primarily instruments used to hedge foreign currency-denominated assets and liabilities. They are not designated as hedges since there is a natural offset for the re-measurement of the underlying foreign currency-denominated asset or liability.

Conduent Form 10-Q
15


The following table provides a summary of losses on non-designated derivative instruments:
Derivatives NOT Designated as Hedging Instruments
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Location of Derivative Loss
 
2016
 
2015
 
2016
 
2015
Foreign exchange contracts – forwards
Other expense – Currency loss, net
 
$
(1
)
 
$
(2
)
 
$
(1
)
 
$
(3
)
Net currency gains and losses are included in Other expenses, net and include the mark-to-market adjustments of the derivatives not designated as hedging instruments and the related cost of those derivatives as well as the re-measurement of foreign currency-denominated assets and liabilities. For the three months ended September 30, 2016 and 2015, currency gains (losses), net were $1 and $(1), respectively, and for the nine months ended September 30, 2016 and 2015, currency gains (losses), net were $3, and $(3), respectively.
 
Note 8 – Fair Value of Financial Assets and Liabilities
The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases is Level 2 – Significant Other Observable Inputs. 
 
September 30, 2016
 
December 31, 2015
Assets:
 
 
 
Foreign exchange contracts - forwards
$
2

 
$

Deferred compensation investments in cash surrender life insurance
96

 
92

Deferred compensation investments in mutual funds
21

 
21

Total
$
119

 
$
113

Liabilities:
 
 
 
Foreign exchange contracts - forwards
$
4

 
$
3

Deferred compensation plan liabilities
110

 
110

Total
$
114

 
$
113

We utilize the income approach to measure the fair value for our derivative assets and liabilities. The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates and forward prices, and therefore are classified as Level 2.
Fair value for our deferred compensation plan investments in Company-owned life insurance is reflected at cash surrender value. Fair value for our deferred compensation plan investments in mutual funds is based on quoted market prices for actively traded investments similar to those held by the plan. Fair value for deferred compensation plan liabilities is based on the fair value of investments corresponding to employees’ investment selections, based on quoted prices for similar assets in actively traded markets.
Summary of Other Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
The estimated fair values of our other financial assets and liabilities not measured at fair value on a recurring basis were as follows:
 
September 30, 2016
 
December 31, 2015
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash and cash equivalents
$
148

 
$
148

 
$
140

 
$
140

Accounts receivable, net
1,420

 
1,420

 
1,246

 
1,246

Short-term debt
22

 
22

 
24

 
24

Long-term debt
26

 
26

 
37

 
37

The fair value amounts for Cash and cash equivalents and Accounts receivable, net, approximate carrying amounts due to the short maturities of these instruments. The fair value of Short and Long-term debt was estimated based on the current rates offered to us for debt of similar maturities (Level 2).
 

Conduent Form 10-Q
16


Note 9 – Employee Benefit Plans
The components of Net periodic benefit cost and other changes in plan assets and benefit obligations were as follows:
 
Three Months Ended September 30,
 
Pension Benefits
 
U.S. Plans
 
Non-U.S. Plans
Components of Net Periodic Benefit Costs:
2016
 
2015
 
2016
 
2015
Service cost
$

 
$

 
$

 
$
2

Interest cost
1

 

 
1

 
2

Expected return on plan assets
(1
)
 

 
(2
)
 
(3
)
Recognized net actuarial loss

 

 
1

 

Defined Benefit Plans

 

 

 
1

Defined contribution plans
8

 
6

 
2

 
1

Net Periodic Benefit Cost
8

 
6

 
2

 
2

 
 
 
 
 
 
 
 
Other changes in plan assets and benefit obligations recognized in Other Comprehensive Loss:
 
 
 
 
 
 
 
Net actuarial gain

 

 

 

Amortization of net actuarial loss

 

 
(1
)
 

Total Recognized in Other Comprehensive Loss

 

 
(1
)
 

Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Loss
$
8

 
$
6

 
$
1

 
$
2

 
Nine Months Ended September 30,
 
Pension Benefits
 
U.S. Plans
 
Non-U.S. Plans
Components of Net Periodic Benefit Costs:
2016
 
2015
 
2016
 
2015
Service cost
$

 
$

 
$
1

 
$
3

Interest cost
3

 
2

 
4

 
5

Expected return on plan assets
(3
)
 
(2
)
 
(6
)
 
(7
)
Recognized net actuarial loss

 

 
1

 
1

Defined Benefit Plans

 

 

 
2

Defined contribution plans
22

 
21

 
6

 
3

Net Periodic Benefit Cost
22

 
21

 
6

 
5

 
 
 
 
 
 
 
 
Other changes in plan assets and benefit obligations recognized in Other Comprehensive Loss:
 
 
 
 
 
 
 
Net actuarial loss

 

 

 
(2
)
Amortization of net actuarial loss

 

 
(1
)
 
(1
)
Total Recognized in Other Comprehensive Loss

 

 
(1
)
 
(3
)
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Loss
$
22

 
$
21

 
$
5

 
$
2

Contributions
During the nine months ended September 30, 2016, we made cash contributions of $4 ($3 U.S. and $1 Non-U.S.) to our defined benefit pension plans. We presently anticipate additional cash contributions of $2 ($1 U.S. and $1 Non-U.S.) for total full-year cash contributions of approximately $6 ($4 U.S. and $2 Non-U.S.). In 2015, full-year cash contributions to our defined benefit pension plans were $8 ($4 U.S. and $4 Non-U.S.).


Conduent Form 10-Q
17


Note 10 - Other Comprehensive Loss
Other Comprehensive Loss is comprised of the following:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
Pre-tax
 
Net of Tax
 
Pre-tax
 
Net of Tax
 
Pre-tax
 
Net of Tax
 
Pre-tax
 
Net of Tax
Translation Adjustments Losses
 
$
(10
)
 
$
(10
)
 
$
(28
)
 
$
(28
)
 
$
(25
)
 
$
(25
)
 
$
(47
)
 
$
(47
)
Unrealized (Losses) Gains:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Changes in fair value of cash flow hedges - losses
 
(1
)
 

 
(3
)
 
(3
)
 

 

 
(3
)
 
(3
)
Changes in cash flow hedges reclassed to earnings(1)
 
1

 

 
1

 
2

 
2

 
1

 
3

 
3

Net Unrealized (Losses) Gains
 

 

 
(2
)
 
(1
)
 
2

 
1

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Defined Benefit Plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net actuarial gains
 

 

 

 

 

 

 
2

 
1

Actuarial loss amortization/settlement(2)
 
1

 
1

 

 

 
1

 
1

 
1

 
1

Other gains(3)
 

 

 
2

 
2

 
1

 
1

 
1

 
1

Changes in Defined Benefit Plans
 
1

 
1

 
2

 
2

 
2

 
2

 
4

 
3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Comprehensive Loss
 
$
(9
)
 
$
(9
)
 
$
(28
)
 
$
(27
)
 
$
(21
)
 
$
(22
)
 
$
(43
)
 
$
(44
)
_____________________________
(1)
Reclassified to Cost of outsourcing. Refer to Note 7 - Financial Instruments for additional information regarding our cash flow hedges.
(2)
Reclassified to Total Net Periodic Benefit Cost. Refer to Note 9 - Employee Benefit Plans for additional information.
(3)
Primarily represents currency impact on cumulative amount of benefit plan net actuarial losses and prior service credits in AOCL.

Accumulated Other Comprehensive Loss (AOCL)
AOCL is comprised of the following:
 
 
September 30, 2016
 
December 31, 2015
Cumulative translation adjustments
 
$
(172
)
 
$
(147
)
Other unrealized losses, net
 

 
(1
)
Benefit plans net actuarial losses and prior service credits
 
(31
)
 
(33
)
Total Accumulated Other Comprehensive Loss
 
$
(203
)
 
$
(181
)

Note 11 – Contingencies and Litigation
As more fully discussed below, 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; environmental law; employment law; commercial and contracts law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. 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. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our 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 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. The Company believes it has recorded adequate provisions for any such matters and, as of September 30, 2016, it was not reasonably possible that a material loss had been incurred in connection with such matters in excess of the amounts recognized in its financial statements.
Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and nonconsolidated affiliates when the BPS Business undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the BPS Business. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters, and other indemnifications. The

Conduent Form 10-Q
18


ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the final outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the BPS Business's combined financial position or liquidity. As of September 30, 2016, we have accrued our estimate of liability incurred under our indemnification arrangements and guarantees.
Litigation Against the BPS Business
State of Texas v. Xerox Corporation, Xerox State Healthcare, LLC, and ACS State Healthcare, LLC: On May 9, 2014, the State of Texas, via the Texas Office of Attorney General (the “State”), filed a lawsuit in the 53rd Judicial District Court of Travis County, Texas. The lawsuit alleges that Xerox Corporation, Xerox State Healthcare, LLC and ACS State Healthcare (collectively, the "Xerox Defendants") violated the Texas Medicaid Fraud Prevention Act in the administration of its contract with the Texas Department of Health and Human Services (“HHSC”). The State alleges that the Xerox Defendants made false representations of material facts regarding the processes, procedures, implementation and results regarding the prior authorization of orthodontic claims. The State seeks recovery of actual damages, two times the amount of any overpayments made as a result of unlawful acts, civil penalties, pre- and post-judgment interest and all costs and attorneys’ fees. The State references the amount in controversy as exceeding hundreds of millions of dollars. The Xerox Defendants filed their Answer in June, 2014 denying all allegations. The Xerox Defendants will continue to vigorously defend themselves in this matter. We do not believe it is probable that we will incur a material loss in excess of the amount accrued for this matter. In the course of litigation, we periodically engage in discussions with plaintiff’s counsel for possible resolution of the matter. Should developments cause a change in our determination as to an unfavorable outcome, or result in a final adverse judgment or settlement for a significant amount, there could be a material adverse effect on our results of operations, cash flows and financial position in the period in which such change in determination, judgment or settlement occurs.
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”) 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. Buck entered into a stay agreement with plaintiffs that essentially postpones this litigation pending the outcome of parallel litigation between plaintiffs and StanCERA. Buck will continue to aggressively defend these lawsuits.
U.S. Equal Employment Opportunity Commission (“EEOC”) v. Baltimore County, Maryland: On January 1, 2007, the EEOC filed suit against Baltimore County (“County”) alleging that the County’s employer pension plan is age discriminatory under the federal Age Discrimination in Employment Act (“ADEA”) on the grounds that older employees were required to pay higher contributions to the plan than younger employees. Buck Consultants, LLC (“Buck”) is not a party to the lawsuit, but Buck provided administrative services to the plan and the County has asserted indemnity rights against Buck in the event that liability is found. On October 17, 2012, the trial court issued summary judgment finding the plan discriminatory but leaving for trial the question of damages. This decision has been affirmed on appeal and the matter is back before the trial court for trial on all remaining fact issues and damages. On April 24, 2015, the County filed for leave to add Buck as a third party to the lawsuit between the County and the EEOC. Buck has filed opposition papers. On January 22, 2015, the County served Buck with a declaratory judgment lawsuit seeking an affirmative determination that Buck owes the County defense and indemnity in the EEOC’s lawsuit against the County.  Buck filed its motion to dismiss, which the court granted in part and dismissed the County’s claim for indemnity. The court declined, at this time, to dismiss the County’s claim related to Buck’s alleged duty to defend. This case will now go forward to assess whether Buck owes a duty to defend the County in the action with the EEOC. Buck will continue to aggressively defend these matters.

Conduent Form 10-Q
19


Other Matters
On January 5, 2016, the Consumer Financial Protection Bureau (the "CFPB") notified Xerox Education Services, Inc. (XES) that, in accordance with the CFPB’s discretionary Notice and Opportunity to Respond and Advise (NORA) process, the CFPB’s Office of Enforcement is considering recommending that the CFPB take legal action against XES, alleging that XES violated the Consumer Financial Protection Act’s prohibition of unfair practices. Should the CFPB commence an action, it may seek restitution, civil monetary penalties, injunctive relief, or other corrective action. The purpose of a NORA letter is to provide a party being investigated an opportunity to present its position to the CFPB before an enforcement action is recommended or commenced. This notice stems from an inquiry that commenced in 2014 when XES received and responded to a Civil Investigative Demand containing a broad request for information. During this process, XES self-disclosed to the Department of Education and the CFPB certain adjustments of which it had become aware that had not been timely made relating to its servicing of a small percentage of third-party student loans under outsourcing arrangements for various financial institutions. The CFPB and the Department of Education, as well as certain states' attorney general offices and other regulatory agencies, began similar reviews. XES has cooperated and continues to fully cooperate with all regulatory agencies, and XES has submitted its NORA response. We cannot provide assurance that the CFPB or another party will not ultimately commence a legal action against XES in this matter nor are we able to predict the likely outcome of the investigations into this matter. We could in future periods incur judgments or enter into settlements in connection with this matter and there could be a material adverse effect on our results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs.
Other Contingencies

Certain contracts, primarily in our Public Sector segment, require us to provide a surety bond or a letter of credit as a guarantee of performance. As of September 30, 2016, we had $655 of outstanding surety bonds used to secure our performance of contractual obligations with our clients, and we had $102 of outstanding letters of credit used to secure our performance of contractual obligations to our clients as well as other corporate obligations.
In general, we would only be liable for the amount of these guarantees in the event of default in our performance of our obligations under each contract; the probability of which we believe is remote. We believe we have sufficient capacity in the surety markets and liquidity from our cash flow and our various credit arrangements, including those with our Parent, to allow us to respond to future requests for proposals that require such credit support.
We have service arrangements where we service third-party student loans in the Federal Family Education Loan program (FFEL) on behalf of various financial institutions. We service these loans for investors under outsourcing arrangements and do not acquire any servicing rights that are transferable by us to a third-party. At September 30, 2016, we serviced a FFEL portfolio of approximately 1.6 million loans with an outstanding principal balance of approximately $24.1 billion. Some servicing agreements contain provisions that, under certain circumstances, require us to purchase the loans from the investor if the loan guaranty has been permanently terminated as a result of a loan default caused by our servicing error. If defaults caused by us are cured during an initial period, any obligation we may have to purchase these loans expires. Loans that we purchase may be subsequently cured, the guaranty reinstated and the loans repackaged for sale to third parties. We evaluate our exposure under our purchase obligations on defaulted loans and establish a reserve for potential losses, or default liability reserve, through a charge to the provision for loss on defaulted loans purchased. The reserve is evaluated periodically and adjusted based upon management’s analysis of the historical performance of the defaulted loans. As of September 30, 2016, other current liabilities include reserves of approximately $4 for losses on defaulted loans purchased which we believe to be adequate. In addition to potential purchase obligations arising from servicing errors, various laws and regulations applicable to student loan borrowers could give rise to fines, penalties and other liabilities associated with loan servicing errors.


Conduent Form 10-Q
20


Note 12 – Changes in Parent Equity
 
 
Net Parent Investment
 
Accumulated Other Comprehensive Loss
 
Total Net Parent Equity
Balance at December 31, 2015
 
$
5,343

 
$
(181
)
 
$
5,162

Net loss
 
(32
)
 

 
(32
)
Translation adjustments, net
 

 
(25
)
 
(25
)
Unrealized gains, net
 

 
1

 
1

Changes in defined benefit plans, net
 

 
2

 
2

Net transfers from parent
 
382

 

 
382

Balance at September 30, 2016
 
$
5,693

 
$
(203
)
 
$
5,490

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
 
$
5,540

 
$
(129
)
 
$
5,411

Net loss
 
(409
)
 

 
(409
)
Translation adjustments, net
 

 
(47
)
 
(47
)
Changes in defined benefit plans, net
 

 
3

 
3

Net transfers from parent
 
919

 

 
919

Balance at September 30, 2015
 
$
6,050

 
$
(173
)
 
$
5,877



Note 13 – Related Party Transactions and Parent Company Investment

Allocation of Corporate Expenses
The Condensed Combined Statements of Income (Loss), Condensed Combined Statements of Comprehensive Loss and Condensed Combined Statements of Cash Flows include an allocation of general corporate expenses from Xerox. The financial information in these Condensed Combined Financial Statements does not necessarily include all the expenses that would have been incurred or held by the BPS Business had it been a separate, standalone company. It is not practicable to estimate actual costs that would have been incurred had the BPS Business been a standalone company during the periods presented. The management of the BPS Business considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, it. Allocations for management costs and corporate support services provided to the BPS Business for the three and nine months ended September 30, 2016 totaled $41 and $125, respectively and $40 and $127 for the three and nine months ended September 30, 2015, respectively. These amounts include costs for corporate functions including, but not limited to, senior management, legal, human resources, finance and accounting, treasury, information technology, marketing and communications, internal audit and other shared services. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of costs, headcount or other measures we have determined as reasonable.
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
Research and development
 
$
6

 
$
10

 
$
20

 
$
32

Selling, administrative and general
 
35

 
30

 
105

 
95

Total Allocated Corporate Expenses
 
$
41

 
$
40

 
$
125

 
$
127


Net Parent Investment
Net Parent investment on the Condensed Combined Balance Sheets and in Note 12 represents Xerox’s historical investment in the BPS Business, the net effect of transactions with, and allocations from Xerox, and the BPS Business’s accumulated earnings. Net transfers to Xerox are included within Net Parent investment. The components of Net transfers to Xerox and the reconciliation to the corresponding amount presented on the Condensed Combined Statements of Cash Flows were as follows:

Conduent Form 10-Q
21


 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
Cash pooling and general financing activities
 
$
86

 
$
(85
)
 
$
360

 
$
275

Corporate cost allocations
 
41

 
40

 
125

 
127

Income taxes
 
(136
)
 
193

 
(157
)
 
244

Divestitures and acquisitions, net
 
1

 
147

 
54

 
(744
)
Capitalization of related party notes payable
 

 

 

 
1,017

Total net transfers (to) from parent
 
(8
)
 
295

 
382

 
919

Stock-based compensation
 
(8
)
 
(28
)
 
(18
)
 
(33
)
Capitalization of related party notes payable
 

 

 

 
(1,017
)
Other, net
 
(130
)
 
(232
)
 
(148
)
 
(193
)
Total Net Transfers (To) From Parent per Condensed Combined Statements of Cash Flows
 
$
(146
)
 
$
35

 
$
216

 
$
(324
)

Related Party Receivables/Payables
Certain operating units of the BPS Business have various interest bearing notes under contractual agreements to and from Xerox and other related parties. The purpose of these notes is to provide funds for certain working capital or other capital and operating requirements of the business. Net interest expense on these notes with related party companies is recorded net in Related Party Interest in the Condensed Combined Statements of Income (Loss) and was $10 and $14 for the three months ended September 30, 2016 and 2015, respectively and $30 and $50 for the nine months ended September 30, 2016 and 2015, respectively. These notes have fixed interest rates that range from 1.0% to 8.0%. The balances are reported within current assets as Related party notes receivable and within current liabilities as Related party notes payable in the Condensed Combined Balance Sheets as the balances are expected to be settled as part of the separation transaction.

Related Party Revenue and Purchases
The BPS Business provides various services to Xerox including those related to human resource, accounting and finance and customer care, which are reported as Related party revenue in the Condensed Combined Statements of Income (Loss). The costs related to these services are reported as Related party cost of services in the Condensed Combined Statements of Income (Loss).

The BPS Business also leased equipment and received related services, supplies and parts from Xerox and Xerox subsidiaries in the amount of $4 and $5 for the three months ended September 30, 2016 and 2015, respectively and $15 and $18 for the nine months ended September 30, 2016 and 2015, respectively. The costs related to these services, supplies and parts are reported as Cost of outsourcing in the Condensed Combined Statements of Income (Loss).


Note 14 – Subsequent Event
The Condensed Combined Financial Statements of the BPS Business are derived from the Consolidated Financial Statements of Xerox Corporation, which issued its financial statements
for the three and nine months ended September 30, 2016 on November 3, 2016. Accordingly, the BPS Business has evaluated transactions or other events for consideration as recognized subsequent events in the financial statements through November 3, 2016. Additionally, the BPS Business has evaluated transactions and other events that occurred through the issuance of these Condensed Combined Financial Statements, November 10, 2016, for purposes of disclosure of unrecognized subsequent events.


ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our accompanying Condensed Combined Financial Statements and the notes thereto .This discussion contains forward-looking statements that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates,

Conduent Form 10-Q
22


assumptions and projections about the business process outsourcing industry and our business and financial results. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the section of this Quarterly Report on Form 10-Q entitled "Forward-Looking Statements" and the sections of our Registration Statement on Form 10 entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.”
Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the financial condition and results of operations of the BPS Business. MD&A is provided as a supplement to, and should be read in conjunction with, our accompanying Condensed Combined Financial Statements and the notes thereto. MD&A provides additional information about our operations, current developments, financial condition, cash flows and results of operations.
Overview. This section provides a general description of our business, as well as recent developments we believe are important in understanding our results of operations and financial condition or in understanding anticipated future trends.
Results of Operations. This section provides an analysis of our results of operations for the three and nine months ended September 30, 2016 and 2015.
Capital Resources and Liquidity. This section provides a discussion of our current financial condition and an analysis of our cash flows for the nine months ended September 30, 2016 and 2015. This section also provides a discussion of our contractual obligations and commitments and off-balance sheet arrangements. Included in this section is a discussion of the amount of financial capacity available to fund our future commitments and ongoing operating activities.
Market Risk Management. This section presents information about our market sensitive financial instruments and exposure to market risks as of September 30, 2016.
For purposes of this MD&A section, we use the terms "Conduent Incorporated," “Conduent,” “the Company,” “we,” “us” and “our” to refer to Xerox's business process outsourcing business and related operations. References in this MD&A section to “Xerox” refer to Xerox Corporation, collectively with its consolidated subsidiaries other than, for all periods following the Spin-Off, Conduent.

Overview
Spin-off Transaction
On January 29, 2016, Xerox announced plans for the complete legal and structural separation of the BPS Business from Xerox. To effect the separation, Xerox will complete the Internal Transactions described under “Certain Relationships and Related Party Transactions-Agreements with Xerox-Separation and Distribution Agreement”. Following the Internal Transactions, Conduent will hold the BPS Business. The Spin-Off will be completed by way of a pro rata dividend of Conduent shares held by Xerox to Xerox stockholders of record as of the Record Date. Following the Spin-Off, Xerox stockholders will own 100% of the outstanding shares of common stock of Conduent and Conduent will operate as an independent, publicly-traded company.
Currency Impact
To understand the trends in our business, we believe that it is helpful to analyze the impact of changes in the translation of foreign currencies into U.S. Dollars on revenue and expenses. We refer to this analysis as “currency impact” or “the impact from currency” or "constant currency". In 2016 and 2015, this impact is calculated by translating current period activity in local currency using the comparable prior year period's currency translation rate.
Three and Nine Months ended September 30, 2016 Review
Total revenues for the three months ended September 30, 2016 of $1.6 billion increased 2% compared to prior-year period. On an adjusted1 basis (described below), total revenues decreased 5% with minimal currency impact, as

Conduent Form 10-Q
23


growth in Public Sector was more than offset by declines in Commercial Industries and Healthcare. Operating margin for the three months ended September 30, 2016 of 6.1% improved 0.4-percentage points as compared to the prior-year period, reflecting cost and productivity improvements, including benefits from our strategic transformation program.
Total revenues for the nine months ended September 30, 2016 of $4.9 billion decreased 1% compared to prior-year period. On an adjusted1 basis, total revenues decreased 3% with a 1-percentage point negative impact from currency, as growth in Public Sector more than offset by declines in Commercial Industries and Healthcare. Operating margin for the nine months ended September 30, 2016 of 5.0% improved 0.5-percentage points as compared to the prior-year period, reflecting cost and productivity improvements, including benefits from our strategic transformation program, as well as lower expenses from our determination to refocus our Government Healthcare business, especially our HE platform implementations.
_______________
(1)Refer to the "Non-GAAP Financial Measures" section for an explanation of the non-GAAP financial measure.
Financial Review
Basis of Presentation
The Condensed Combined Financial Statements of the BPS Business have been derived from the Consolidated Financial Statements and accounting records of Xerox as if the BPS Business operated on a standalone basis during the periods presented and were prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and pursuant to the rules and regulations of the SEC. Historically, the BPS Business consisted of the Business Processing Outsourcing Operating segment within Xerox's reportable Services segment and did not operate as a separate, standalone company. Accordingly, its financial position and the related results of operations, cash flows and changes in equity have been reported in Xerox's Consolidated Financial Statements.
We have prepared the unaudited Condensed Combined Financial Statements in accordance with the accounting policies described in our audited 2015 Combined Financial Statements, contained in the Company's Registration Statement on Form 10 filed with the SEC, on June 30, 2016, as amended and the interim reporting requirements of U.S. GAAP. Accordingly, certain information and note disclosures normally included in our annual combined financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. You should read these Condensed Combined Financial Statements in conjunction with the 2015 Combined Financial Statements contained in our Registration Statement on Form 10. In the opinion of management, all adjustments which are necessary for a fair statement of financial position, operating results and cash flows for the interim periods presented have been made. These adjustments consist of normal recurring items. Interim results of operations are not necessarily indicative of the results of the full year.

Conduent Form 10-Q
24


As the separate legal entities and divisions that make up the BPS Business were not historically held by a single legal entity, Total Net Parent Equity is shown in lieu of shareholder's equity in these Condensed Combined Financial Statements. Balances between the BPS Business and Xerox that were not historically settled in cash are included in Net Parent Investment. Net Parent Investment represents Xerox's interest in the recorded assets of the BPS Business and represents the cumulative investment by Xerox in the BPS Business through the dates presented, inclusive of operating results.
The Condensed Combined Financial Statements include the historical basis of assets, liabilities, revenues, and expenses of the individual businesses of Xerox's historical BPS Business including the joint ventures and partnerships over which the BPS Business has a controlling financial interest. The BPS Business uses the equity method to account for investments in business entities that it does not control if it is otherwise able to exercise significant influence over the entities operating and financial policies (generally 20% to 50% ownership). The Condensed Combined Financial Statements include certain assets and liabilities that are held by Xerox that are specifically identifiable or otherwise attributable to the BPS Business. All intercompany transactions and balances within the BPS Business have been eliminated.
Cash is managed centrally through bank accounts controlled and maintained by Xerox. Accordingly, cash and cash equivalents held by Xerox at the corporate level were not attributable to the BPS Business for any of the periods presented. Only cash amounts specifically attributable to the BPS Business are reflected in the Condensed Combined Balance Sheets. Transfers of cash, both to and from Xerox's centralized cash management system, are reflected as a component of Net Parent Investment in the Condensed Combined Balance Sheets and as a financing activity on the accompanying Condensed Combined Statements of Cash Flows. Historically, the BPS Business received or provided funding as part of Xerox's centralized treasury program.
Third-party debt obligations of Xerox and the corresponding financing costs related to those debt obligations, specifically those that relate to senior notes, term loans, commercial paper obligations and revolving credit facilities, have not been attributed to the BPS Business, as the BPS Business was not the legal obligor on the debt. The only third-party debt obligations included in these Condensed Combined Financial Statements are those for which the legal obligor is a legal entity within the BPS Business.
During the periods presented, the BPS Business functioned as part of the larger group of companies controlled by Xerox. Accordingly, Xerox performed certain corporate overhead functions for the BPS Business. Therefore, certain corporate costs, including compensation costs for corporate employees supporting the BPS Business, have been allocated from Xerox. These allocated costs are for corporate functions including, but not limited to, senior management, legal, human resources, finance and accounting, treasury, information technology, marketing and communications, internal audit and other shared services, which are not provided at the business level. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of cost, headcount or other measures we have determined as reasonable. The Condensed Combined Financial Statements do not necessarily include all the expenses that would have been incurred or held by the BPS Business had it been a separate, standalone company. We expect to incur additional expenses as well as gain incremental productivity as a separate, standalone publicly-traded company. It is not practicable to estimate actual costs that would have been incurred had the BPS Business been a separate, standalone company during the periods presented. Allocations for management costs and corporate support services provided to the BPS Business totaled $41 million and $125 million for the three and nine months ended September 30, 2016, respectively, and $40 million and $127 million for the three and nine months ended September 30, 2015, respectively.
The management of the BPS Business believes the assumptions underlying the Condensed Combined Financial Statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the BPS Business during the periods presented. Nevertheless, the Condensed Combined Financial Statements may not be indicative of the BPS Business's future performance, and do not necessarily include all of the actual expenses that would have been incurred by the BPS Business and may not reflect the results of operations, financial position, and cash flows of the BPS Business had the BPS Business been a separate, standalone company during the periods presented.

Conduent Form 10-Q
25


Operations of the BPS Business are included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by Xerox, where applicable. The BPS Business also files certain separate state and local and foreign income tax returns. Income tax expense and other income tax related information contained in the Condensed Combined Financial Statements are presented on a separate return basis as if the BPS Business filed its own tax returns. The income taxes of the BPS Business, as presented in the Condensed Combined Financial Statements, may not be indicative of the income taxes that the BPS Business will generate in the future. In jurisdictions where the BPS Business has been included in the tax returns filed by Xerox, any income taxes payable resulting from the related income tax provisions have been reflected in the balance sheet within "Net Parent Investment."
For convenience and ease of reference, we refer to the financial statement caption “Income (Loss) before Income Taxes” as “pre-tax income (loss)” throughout the Notes to the Condensed Combined Financial Statements.

During the 2016 second quarter closing process, we determined that the first quarter 2016 income tax benefit of $25 should have been $6 higher. This additional income tax benefit was adjusted for in the second quarter of 2016 and included in the nine month results ended September 30, 2016. We will revise the first quarter 2016 results in future filings to reflect this adjustment. The Company concluded that this item was not material to the condensed combined financial statements for the three months ended March 31, 2016.

2015 Health Enterprise (HE) Charges

Prior year results include a pre-tax charge (HE charge) of $389 million ($237 million after-tax) associated with our third quarter 2015 decision to not fully complete the HE implementations in California and Montana. The charge included a $116 million reduction to revenues with the remaining $273 million recorded to costs of outsourcing.

The above developments followed the change in strategy in our Government Healthcare business announced in second quarter 2015 to focus our future HE platform implementations on current Medicaid customers and to discontinue investment in and sales of an integrated eligibility system. This change resulted in a pre-tax, non-cash software impairment charge of $146 million ($89 million after-tax).

As a result of the significant year-over-year impact of the HE charge and the software impairment charge on our reported revenues, earnings and key metrics, we are also comparing our current year results to adjusted prior year results, which exclude these charges. These adjusted results and comparisons are noted as "adjusted" in the discussion below.
Results of Operations
Revenue Results Summary
 
 
Three Months Ended
September 30,
 
 
 
 
 
Nine Months Ended
September 30,
 
 
 
 
(in millions)
 
2016
 
2015
 
% Change
 
CC % Change
 
2016
 
2015
 
% Change
 
CC % Change
Total Revenues
 
$
1,596

 
$
1,571

 
2
 %
 
3
 %
 
$
4,894

 
$
4,932

 
(1
)%
 
(1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Total Revenues(1)
 
$
1,596

 
$
1,687

 
(5
)%
 
(5
)%
 
$
4,894

 
$
5,048

 
(3
)%
 
(2
)%
_______________
CC - See "Non-GAAP Financial Measures" section for description of Constant Currency.
(1)
See the "Non-GAAP Financial Measures" section for an explanation of the non-GAAP financial measure.
Total revenues for third quarter 2016 increased 2% compared to third quarter 2015. On an adjusted1 basis, excluding the HE charge, total revenues decreased 5%, with minimal currency impact. Overall, non-U.S. revenues represented just over 20% of total revenues (Pound Sterling-denominated revenues represented approximately 2% of total revenues).
The decline was driven by the run-off of the Student Loan business and our third quarter 2015 decision to not fully complete the HE platform implementations in California and Montana, which combined had approximately a 1.7-percentage point impact. In addition, revenues decreased due to lower volumes and lost business, particularly in Commercial Industries, as well as overall price declines that were consistent with prior-period trends. Partially

Conduent Form 10-Q
26


offsetting these declines were ramping new contracts, particularly in Public Sector, and moderating growth from acquisitions, primarily in Healthcare.
Total revenues for the nine months ended September 30, 2016 decreased 1% compared to the prior-year period. On an adjusted1 basis, total revenues decreased 3%, with a 1-percentage point negative impact from currency. Overall non-U.S. revenues represented just over 20% of total revenues (Pound Sterling-denominated revenues represented approximately 2% of total revenues).
The decline was driven by the run-off of the Student Loan business and our third quarter 2015 decision to not fully complete the HE platform implementations in California and Montana, which combined had approximately a 1.3-percentage point impact. In addition, revenues decreased due to lower volumes and lost business, particularly in Commercial Industries, as well as overall price declines that were consistent with prior-period trends. Partially offsetting these declines were moderate growth from acquisitions and ramping new contracts, primarily in some areas of Healthcare and Public Sector.
_______________
(1)
Refer to the "Non-GAAP Financial Measures" section for an explanation of the non-GAAP financial measure.

Costs, Expenses and Other Income
Summary of Key Financial Ratios
The following is a summary of key financial ratios used to assess our performance:
 
 
Reported
 
Reported
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
B/(W)
 
2016
 
2015
 
B/(W)
Total Gross Margin
 
16.8
%
 
(7.1
)%
 
23.9

pts.
 
16.1
 %
 
8.1
 %
 
8.0

pts.
R&D as a % of Revenue
 
0.4
%
 
0.8
 %
 
0.4

pts.
 
0.5
 %
 
0.8
 %
 
0.3

pts.
SAG as a % of Revenue
 
10.3
%
 
10.8
 %
 
0.5

pts.
 
10.6
 %
 
10.6
 %
 

pts.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-tax Income Margin
 
0.1
%
 
(24.8
)%
 
24.9

pts.
 
(1.8
)%
 
(11.8
)%
 
10.0

pts.
Operating Margin (1)
 
N/A

 
N/A

 
N/A

 
 
N/A

 
N/A

 
N/A

 
 
 
Adjusted(2)
 
Adjusted(2)
 
 
Three Months Ended September 30,