XML 21 R10.htm IDEA: XBRL DOCUMENT v3.25.3
Discontinued Operations
 9 Months Ended
Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
4. Discontinued Operations
As disclosed in Note 1 “Basis of Presentation and Nature of Business”, on July 12, 2024, the Company closed on its previously announced sale of the Divested Business. Under the terms of the Purchase Agreement, the Buyer agreed to acquire the Divested Business for total consideration of up to $1.2 billion, in the form of (1) $1.0 billion in cash (the “Closing Cash Consideration”) payable at the closing of the transactions (the “Closing”) contemplated by the Purchase Agreement, (2) a note with an aggregate principal amount of $50 million and a fair value of $35 million as of July 12, 2024 issued at Closing (the “Seller Note”) by an indirect parent of Buyer (the “Note Issuer”) and (3) contingent upon the financial performance of the Divested Business for the 2025 fiscal year, a note with an aggregate principal amount of up to $150 million (the “Additional Seller Note”) and an initial fair value of $43 million as of July 12, 2024 to be issued by the
Note Issuer. The Seller Note has a stated interest rate of 8.0%. The Seller Note was measured at fair value as of July 12, 2024 on a nonrecurring basis, by calculating the interest of the Seller Note which is expected to be paid-in-kind, and discounting the principal and interest by applying a discount rate based on the Divested Business's estimated cost of debt.
In conjunction with the Divestiture, the Company entered into a Transition Services Agreement (the "TSA") with the Buyer. The TSA outlines the terms under which the Company provides certain reimbursable post-closing services to support the business on a transitional basis and are anticipated to be provided for an initial period of up to 18 months, with the option to extend for an additional six months. As part of the TSA agreement, $15 million of the Closing Cash Consideration payable at closing was accounted for as a prepayment to the Company for services provided under the TSA.
TSA services income was $7 million and $25 million for the three and nine months ended September 30, 2025, respectively, and $9 million for each of the three and nine months ended September 30, 2024, which was recognized in Other (income) expense, net, with the corresponding expenses recorded in Cost of services and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).
Pass-through costs of approximately $4 million and $34 million for the three and nine months ended September 30, 2025, respectively, and approximately $22 million for each of the three and nine months ended September 30, 2024 were incurred under the TSA, which were netted against the equal and offsetting reimbursement amounts due from the Divested Business.
Revenue earned from customer care commercial services provided to the Divested Business was $9 million and $33 million for the three and nine months ended September 30, 2025, respectively, and $11 million for each of the three and nine months ended September 30, 2024.
The Company did not record any gains or losses on sale of the Divested Business for the three months ended September 30, 2025. A loss on sale of the Divested Business for the nine months ended September 30, 2025 of $8 million, net of tax, was recorded upon customary post-closing selling price adjustments of the sale and reflects the impact of net proceeds received less cost to sell relative to the carrying value of the Divested Business net assets. An initial gain on sale of the Divested Business was recorded for the three and nine months ended September 30, 2024 of $4 million, net of tax,
The following table presents the results as reported in Income (Loss) from Discontinued Operations, Net of Tax, within our Condensed Consolidated Statements of Comprehensive Income (Loss) (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue$3 $33 $40 $539 
Cost of services, exclusive of depreciation and amortization3 33 40 387 
Depreciation and amortization— — — 3 
Gross Profit— — — 149 
Operating Expenses
Selling, general and administrative— — — 89 
Depreciation and intangible amortization— — — 8 
Total Operating Expenses— — — 97 
Income (loss) from Discontinued Operations— — — 52 
Other (income) expense, net— — — 2 
Income (Loss) from Discontinued Operations Before Income Taxes— — — 50 
(Gain) Loss on sale of disposition, net of tax— (4)8 (4)
Income tax expense (benefit)13 34 14 52 
Net Income (Loss) from Discontinued Operations, Net of Tax$(13)$(30)$(22)$2 
The Company concluded that it controlled a portion of the Divested Business services subsequent to separation as a result of certain shared contractual relationships that had not been legally assigned as of September 30, 2025. As such, the Company determined it was the principal for these services and, therefore, the Company recorded $3 million and $40 million for the three and nine months ended September 30, 2025, respectively, and $33 million for each of the three and nine months ended September 30, 2024 of Revenue and Cost of services on a gross basis within discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).
The Company recorded $13 million of tax expense for the three months ended September 30, 2025 and $34 million for the three months ended September 30, 2024, respectively. This additional income tax is due to application of the dual consolidated loss rules as a result of the filing of the federal tax return during the interim period. The application of the dual consolidated loss rule was impacted by the sale of the Divested Business, which disallowed foreign losses previously elected. The Company recorded $14 million of tax expense for the nine months ended September 30, 2025 and $52 million of tax expense for the nine months ended September 30, 2024, respectively. This additional income tax is due to application of the dual consolidated loss rules as a result of the filing of the federal tax return, as well as the Company’s recording of the tax provision for the Divested business during the prior period.

The expense amounts reflected above represent only the direct costs attributable to the Divested Business and excludes allocations of corporate costs retained following the sale.