What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-04 compared with 2021-08-05 · 97 added, 78 removed, 552 unchanged (24% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data) 2021 2020 2021 2020

23 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2021 2020 2021 2020

12 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share data in thousands) June 30, 2021 December 31, 2020

(in millions, except share data in thousands) September 30, 2021 December 31, 2020

Cash and cash equivalents $ 394 $ 450

35 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2021 2020

10 unchanged sentences

Stock-based compensation 14 14

Allowance for doubtful accounts ( 1 ) 1

Changes in operating assets and liabilities:

14 unchanged sentences

Payments on debt ( 102 ) ( 41 )

Payment of contingent consideration related to acquisition — ( 4 )

Premium on debt redemption ( 2 ) —

6 unchanged sentences

Cash, Cash Equivalents and Restricted Cash at End of period (1)

(1) Includes $ 6 million and $ 9 million of restricted cash as of June 30, 2021 and 2020, respectively, that were included in Other current assets on their respective Condensed Consolidated Balance Sheets.

(1) Includes $ 6 million and $ 8 million of restricted cash as of September 30, 2021 and 2020, respectively, that were included in Other current assets on their respective Condensed Consolidated Balance Sheets.

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

(in millions) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1)

Shareholders'

Balance at March 31, 2021 $ 2 $ 3,902 $ ( 2,326 ) $ ( 410 ) $ 1,168

Balance at June 30, 2021 $ 2 $ 3,907 $ ( 2,317 ) $ ( 407 ) $ 1,185

Dividends - preferred stock, $ 20 /share

5 unchanged sentences

Total Comprehensive Income (Loss), Net — — 11 ( 16 ) ( 5 )

Balance at June 30, 2021 $ 2 $ 3,907 $ ( 2,317 ) $ ( 407 ) $ 1,185

Three Months Ended June 30, 2020

Balance at September 30, 2021 $ 2 $ 3,912 $ ( 2,308 ) $ ( 423 ) $ 1,183

Three Months Ended September 30, 2020

(in millions) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1)

Shareholders'

Balance at March 31, 2020 $ 2 $ 3,891 $ ( 2,236 ) $ ( 437 ) $ 1,220

Balance at June 30, 2020 $ 2 $ 3,896 $ ( 2,290 ) $ ( 433 ) $ 1,175

Dividends - preferred stock, $ 20 /share (2)

2 unchanged sentences

Comprehensive Income (Loss):

— — ( 51 ) — ( 51 )

Net Income (Loss) — — ( 7 ) — ( 7 )

Other comprehensive income (loss), net — — — 12 12

Total Comprehensive Income (Loss), Net — — ( 7 ) 12 5

Balance at June 30, 2020 $ 2 $ 3,896 $ ( 2,290 ) $ ( 433 ) $ 1,175

Six Months Ended June 30, 2021

Balance at September 30, 2020 $ 2 $ 3,901 $ ( 2,299 ) $ ( 421 ) $ 1,183

Nine Months Ended September 30, 2021

(in millions) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1)

8 unchanged sentences

Total Comprehensive Income (Loss), Net — — 12 ( 25 ) ( 13 )

Balance at June 30, 2021 $ 2 $ 3,907 $ ( 2,317 ) $ ( 407 ) $ 1,185

Six Months Ended June 30, 2020

Balance at September 30, 2021 $ 2 $ 3,912 $ ( 2,308 ) $ ( 423 ) $ 1,183

Nine Months Ended September 30, 2020

(in millions) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1)

8 unchanged sentences

Total Comprehensive Income (Loss), Net — — ( 107 ) ( 14 ) ( 121 )

Balance at June 30, 2020 $ 2 $ 3,896 $ ( 2,290 ) $ ( 433 ) $ 1,175

Balance at September 30, 2020 $ 2 $ 3,901 $ ( 2,299 ) $ ( 421 ) $ 1,183

(1) AOCL - Accumulated other comprehensive loss.

Refer to Note 10 – Accumulated Other Comprehensive Loss for the components of AOCL.

(2) The preferred dividend for the third quarter of 2020 was accrued but unpaid as of September 30, 2020.

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

27 unchanged sentences

The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

As of June 30, 2021, the impact of the COVID-19 pandemic, the mitigating impact of the rollout of a vaccine for it and emerging cases of new variants of the virus continue to unfold.

As of September 30, 2021, the impact of the COVID-19 pandemic, the mitigating impact of the rollout of a vaccine for it and fluctuating cases of new variants of the virus continue to unfold.

As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility.

24 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2021 2020 2021 2020

29 unchanged sentences

The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers:

(in millions) June 30, 2021 December 31, 2020

(in millions) September 30, 2021 December 31, 2020

Contract Assets (Unearned Income)

8 unchanged sentences

(2) Presented in Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Revenues of $ 30 million and $ 88 million were recognized during the three and six months ended June 30, 2021, respectively, related to the Company's unearned income at December 31, 2020.

Revenues of $ 22 million and $ 64 million were recognized during the three and six months ended June 30, 2020, respectively, related to the Company's unearned income at December 31, 2019.

The Company had no material asset impairment charges related to contract assets for the three and six months ended June 30, 2021 or 2020.

Revenues of $ 11 million and $ 99 million were recognized during the three and nine months ended September 30, 2021, respectively, related to the Company's unearned income at December 31, 2020.

Revenues of $ 20 million and $ 84 million were recognized during the three and nine months ended September 30, 2020, respectively, related to the Company's unearned income at December 31, 2019.

The Company had no material asset impairment charges related to contract assets for the three and nine months ended September 30, 2021 or 2020.

Transaction Price Allocated to the Remaining Performance Obligations

Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at June 30, 2021 was approximately $ 1.3 billion.

Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at September 30, 2021 was approximately $ 1.3 billion.

The Company expects to recognize approximately 76 % of this revenue over the next two years and the remainder thereafter.

Note 4 – Segment Reporting

The Company's reportable segments correspond to how we organize and manage the business, as defined by the Company's Chief Executive Officer, who is also the Company's Chief Operating Decision Maker (CODM), and are aligned to the industries in which the Company's clients operate.

The Company's reportable segments correspond to how it organizes and manages the business, as defined by the Company's Chief Executive Officer, who is also the Company's Chief Operating Decision Maker (CODM), and are aligned to the industries in which the Company's clients operate.

The Company's segments involve the delivery of business process services and include service arrangements where it manages a customer's business activity or process.

The Company's financial performance is based on Segment Profit/(Loss) and Segment Adjusted Earnings Before Income Taxes, Depreciation and Amortization (EBITDA) for its three reportable segments (Commercial Industries, Government Services and Transportation), Other and Unallocated Costs.

The Company's financial performance is based on Segment Profit/(Loss) for its three reportable segments (Commercial Industries, Government Services and Transportation), Other and Unallocated Costs.

The Company's CODM does not evaluate operating segments using discrete asset information.

14 unchanged sentences

Three Months Ended

September 30,

(in millions) Commercial Industries Government Services Transportation Other Unallocated Costs Total

1 unchanged sentence

Segment profit (loss) $ 29 $ 125 $ 16 $ — $ ( 94 ) $ 76

Segment depreciation and amortization $ 25 $ 8 $ 8 $ — $ 13 $ 54

Adjusted EBITDA $ 54 $ 118 $ 25 $ — $ ( 69 ) $ 128

Revenue $ 518 $ 348 $ 175 $ — $ — $ 1,041

Segment profit (loss) $ 32 $ 122 $ 26 $ 6 $ ( 98 ) $ 88

Segment depreciation and amortization $ 27 $ 6 $ 9 $ — $ 13 $ 55

Adjusted EBITDA $ 52 $ 96 $ 29 $ ( 1 ) $ ( 66 ) $ 110

Six Months Ended

Nine Months Ended

September 30,

(in millions) Commercial Industries Government Services Transportation Other Unallocated Costs Total

1 unchanged sentence

Segment profit (loss) $ 93 $ 322 $ 54 $ — $ ( 259 ) $ 210

Segment depreciation and amortization $ 52 $ 13 $ 17 $ — $ 27 $ 109

Adjusted EBITDA $ 116 $ 210 $ 55 $ — $ ( 138 ) $ 243

Revenue $ 1,610 $ 969 $ 529 $ — $ — $ 3,108

Segment profit (loss) $ 99 $ 282 $ 56 $ 9 $ ( 258 ) $ 188

Segment depreciation and amortization $ 55 $ 13 $ 18 $ — $ 27 $ 113

Adjusted EBITDA $ 122 $ 173 $ 48 $ ( 4 ) $ ( 133 ) $ 206

CNDT Q2 2021 Form 10-Q

(in millions) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2021 2020 2021 2020

9 unchanged sentences

Segment Pre-tax Income (Loss) $ 76 $ 88 $ 210 $ 188

Segment depreciation and amortization (including contract inducements) $ 54 $ 55 $ 109 $ 113

CA MMIS charge (credit) — — — ( 7 )

Adjusted EBITDA $ 128 $ 110 $ 243 $ 206

Refer to Note 3 – Revenue for additional information on disaggregated revenues of the reportable segments.

CNDT Q3 2021 Form 10-Q

Note 5 – Restructuring Programs and Related Costs

1 unchanged sentence

The implementation of the Company's operational efficiency improvement initiatives has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset impairments and other related costs.

Also included in Restructuring and related costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $ 8 million and $ 6 million for the three months ended June 30, 2021 and 2020, respectively, and $ 15 million and $ 8 million for the six months ended June 30, 2021 and 2020, respectively.

Also included in Restructuring and related costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $ 4 million and $ 8 million for the three months ended September 30, 2021 and 2020, respectively, and $ 19 million and $ 16 million for the nine months ended September 30, 2021 and 2020, respectively.

Management continues to evaluate the Company's businesses, and in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed.

Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility.

In those geographies where we have either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, we recognize employee severance costs when they are both probable and reasonably estimable.

In those geographies where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes employee severance costs when they are both probable and reasonably estimable.

Asset impairment costs related to the reduction of our real estate footprint include impairment of operating lease right-of-use (ROU) assets and associated leasehold improvements.

A summary of the Company's restructuring program activity during the six months ended June 30, 2021 and 2020 is as follows:

A summary of the Company's restructuring program activity during the nine months ended September 30, 2021 and 2020 is as follows:

(in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total

4 unchanged sentences

Charges against reserve and currency ( 4 ) ( 21 ) ( 7 ) ( 32 )

Accrued Balance at June 30, 2021 $ 3 $ 1 $ — $ 4

CNDT Q2 2021 Form 10-Q

Accrued Balance at September 30, 2021 $ 1 $ 1 $ — $ 2

(in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total

4 unchanged sentences

Charges against reserve and currency ( 22 ) ( 24 ) ( 15 ) ( 61 )

Accrued Balance at June 30, 2020 $ 12 $ 4 $ — $ 16

Accrued Balance at September 30, 2020 $ 7 $ 3 $ — $ 10

(1) Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.

In addition, the Company recorded professional support costs associated with the implementation of certain strategic transformation programs of $ 1 million and $ 2 million for the three months ended June 30, 2021 and 2020, respectively, and $ 2 million and $ 4 million for the six months ended June 30, 2021 and 2020, respectively.

In addition, the Company recorded professional support costs associated with the implementation of certain strategic transformation programs of $ 1 million and $ 2 million for the three months ended September 30, 2021 and 2020, respectively, and $ 3 million and $ 6 million for the nine months ended September 30, 2021 and 2020, respectively.

CNDT Q3 2021 Form 10-Q

The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segment:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2021 2020 2021 2020

7 unchanged sentences

Long-term debt was as follows:

(in millions) June 30, 2021 December 31, 2020

(in millions) September 30, 2021 December 31, 2020

Term loan A due December 2022 $ 585 $ 654

7 unchanged sentences

Total Long-term Debt $ 1,384 $ 1,420

As of June 30, 2021, the Company had no outstanding borrowings under its $ 750 million Senior Revolving Credit Facility (Revolver).

However, the Company has utilized $ 7 million of the Revolver to issue letters of credit.

The net Revolver available to be drawn upon as of June 30, 2021 was $ 743 million.

As of September 30, 2021, the Company had no outstanding borrowings under its $ 750 million Senior Revolving Credit Facility in effect as of September 30, 2021 (Prior Revolver).

However, the Company has utilized $ 10 million of the Prior Revolver to issue letters of credit.

The net Prior Revolver available to be drawn upon as of September 30, 2021 was $ 740 million.

On May 1, 2021, the Company redeemed all the previously outstanding $ 34 million 10.50% Senior Notes due 2024 and incurred $ 2 million of loss on extinguishment of debt.

At June 30, 2021 and December 31, 2020, the Company was in compliance with all debt covenants related to the borrowings in the table above.

On October 15, 2021, the Company closed on a debt refinancing and extended its maturity profile.

As described in Note 17 - Subsequent Event, the Term Loan A due 2022 and the Term Loan B due 2023 (collectively, the 2016 Credit Facilities) were repaid and the Prior Revolver was terminated.

Under the applicable accounting rules, since the 2016 Credit Facilities were refinanced on a long-term basis before the issuance of these Condensed Consolidated Financial Statements, the Company has classified a portion of the current maturities related to the 2016 Credit Facilities to long-term debt as of September 30, 2021.

At December 31, 2020, the Company was in compliance with all debt covenants related to the borrowings in the table above.

As a result of the October 2021 refinancing, the Company’s financial covenants have been waived until March 31, 2022.

CNDT Q3 2021 Form 10-Q

2 unchanged sentences

As a part of the Company's foreign exchange risk management strategy, the Company uses derivative instruments, primarily forward contracts, to hedge the funding of foreign entities which have a non-dollar functional currency, thereby reducing volatility of earnings or protecting fair values of assets and liabilities.

At June 30, 2021 and December 31, 2020, the Company had outstanding forward exchange contracts with gross notional values of $ 143 million and $ 180 million, respectively.

At June 30, 2021, approximately 71 % of these contracts mature within three months, 11 % in three to six months, 14 % in six to twelve months and 4 % in greater than twelve months.

At September 30, 2021 and December 31, 2020, the Company had outstanding forward exchange contracts with gross notional values of $ 147 million and $ 180 million, respectively.

At September 30, 2021, approximately 72 % of these contracts mature within three months, 11 % in three to six months, 13 % in six to twelve months and 4 % in greater than twelve months.

Most of these foreign currency derivative contracts are designated as cash flow hedges and did not have a material impact on the Company's balance sheet, income statement or cash flows for the periods presented.

10 unchanged sentences

The basis for the measurement at fair value in all cases was Level 2.

(in millions) June 30, 2021 December 31, 2020

(in millions) September 30, 2021 December 31, 2020

Foreign exchange contract - forward $ 1 $ 2

4 unchanged sentences

The estimated fair values of other financial assets and liabilities were as follows:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

(in millions) Carrying

3 unchanged sentences

CNDT Q3 2021 Form 10-Q

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

The fair value of Long-term debt was estimated using quoted market prices for identical or similar instruments (Level 2 inputs).

Note 9 – Employee Benefit Plans

8 unchanged sentences

employees in November of 2020.

The Company recognized an expense related to its defined contribution plans of $ 5 million and $ 0 million for the three months ended June 30, 2021 and 2020, respectively.

The Company recognized an expense related to its defined contribution plans of $ 10 million and $ 1 million for the six months ended June 30, 2021 and 2020, respectively.

The Company recognized an expense related to its defined contribution plans of $ 6 million and $ 1 million for the three months ended September 30, 2021 and 2020, respectively.

The Company recognized an expense related to its defined contribution plans of $ 16 million and $ 2 million for the nine months ended September 30, 2021 and 2020, respectively.

The balance sheet and income statement impacts of any remaining defined benefit plans are immaterial for all periods presented in these Consolidated Condensed Financial Statements.

4 unchanged sentences

Other comprehensive income (loss) ( 23 ) ( 1 ) ( 1 ) ( 25 )

Balance at June 30, 2021 $ ( 407 ) $ 2 $ ( 2 ) $ ( 407 )

Balance at September 30, 2021 $ ( 423 ) $ 2 $ ( 2 ) $ ( 423 )

(in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total

1 unchanged sentence

Other comprehensive income (loss) ( 15 ) — 1 ( 14 )

Balance at June 30, 2020 $ ( 434 ) $ 2 $ ( 1 ) $ ( 433 )

Balance at September 30, 2020 $ ( 423 ) $ 3 $ ( 1 ) $ ( 421 )

(1) All amounts are net of tax.

13 unchanged sentences

Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs.

The Company believes it has recorded adequate provisions for any such matters as of June 30, 2021.

The Company believes it has recorded adequate provisions for any such matters as of September 30, 2021.

Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be in excess of any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period.

3 unchanged sentences

The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the outcome of these claims.

However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's condensed consolidated financial position or liquidity.

As of June 30, 2021, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

As of September 30, 2021, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

Litigation Against the Company

12 unchanged sentences

On February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York.

The lawsuit relates to the sale of a portion of Conduent Business Service, LLC's (CBS) select standalone customer care call center business (Business) to plaintiffs, which sale closed in February 2019.

The lawsuit relates to the sale of a portion of Conduent Business Service, LLC's (CBS) select standalone customer care call center business to plaintiffs, which sale closed in February 2019.

Under the terms of the sale agreement, CBS received approximately $ 23 million of notes from plaintiffs (Notes).

3 unchanged sentences

Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes.

On August 20, 2020, Conduent filed a counterclaim against Skyview seeking the outstanding balance on the notes, the amounts owed for the Jamaica deferred closing, and other transition services agreement and late rent payment obligations.

On August 20, 2020, Conduent filed a counterclaim against Skyview LLC (Skyview) seeking the outstanding balance on the Notes, the amounts owed for the Jamaica deferred closing, and other transition services agreement and late rent payment obligations.

Conduent also moved to dismiss Skyview’s claims in 2020.

26 unchanged sentences

Cognizant Business Services Corporation:

On April 12, 2017, Conduent Business Service LLC (CBS) filed a lawsuit against Cognizant Business Services Corporation (Cognizant) in the Supreme Court of New York County, New York.

On April 12, 2017, CBS filed a lawsuit against Cognizant Business Services Corporation (Cognizant) in the Supreme Court of New York County, New York.

The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between CBS and Cognizant, as amended and supplemented (Contract).

18 unchanged sentences

Certain contracts, primarily in the Company's Government Services and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance.

As of June 30, 2021, the Company had $ 620 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $ 95 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations.

As of September 30, 2021, the Company had $ 553 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $ 94 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations.

In general, the Company would only be liable for the amount of these guarantees in the event of default in the Company's performance of its obligations under each contract.

The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements (including its Revolver) to allow it to respond to future requests for proposals that require such credit support.

The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements to allow it to respond to future requests for proposals that require such credit support.

CNDT Q3 2021 Form 10-Q

4 unchanged sentences

Each share of convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $ 22.25 per share of common stock), subject to customary anti-dilution adjustments.

CNDT Q2 2021 Form 10-Q

Note 13 – Earnings (Loss) per Share

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data in whole dollars and shares in thousands) 2021 2020 2021 2020

16 unchanged sentences

The components of Other assets and Other liabilities were as follows:

(in millions) June 30, 2021 December 31, 2020

(in millions) September 30, 2021 December 31, 2020

Other Current Assets

36 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2021 2020 2021 2020

1 unchanged sentence

Purchases from related parties $ 6 $ 8 $ 22 $ 22

The Company's receivable and payable balances with related party entities were not material as of June 30, 2021 and December 31, 2020 .

The Company's receivable and payable balances with related party entities were not material as of September 30, 2021 and December 31, 2020.

Note 16 – Goodwill

3 unchanged sentences

Foreign currency translation ( 11 ) ( 4 ) ( 7 ) ( 22 )

Balance at June 30, 2021 $ 833 $ 620 $ 66 $ 1,519

Balance at September 30, 2021 $ 826 $ 619 $ 61 $ 1,506

Gross goodwill $ 2,379 $ 1,373 $ 641 $ 4,393

Accumulated impairment ( 1,553 ) ( 754 ) ( 580 ) ( 2,887 )

Balance at June 30, 2021 $ 833 $ 620 $ 66 $ 1,519

In the first and second quarters of 2021, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of a reporting unit below its carrying value.

Balance at September 30, 2021 $ 826 $ 619 $ 61 $ 1,506

In the first, second and third quarters of 2021, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of a reporting unit below its carrying value.

After evaluating and weighing all relevant events and circumstances, the Company concluded that it is not more likely than not that the fair values of any of its reporting units were less than their carrying values.

2 unchanged sentences

CNDT Q3 2021 Form 10-Q

Note 17 – Subsequent Event

On October 15, 2021, the Company closed on a debt refinancing and extended its maturity profile.

The debt refinancing transactions were as follows:

(in millions) Amount Interest Rate

Term Loan A due 2026 $ 265 LIBOR + 1.75 to 2.75%

Term Loan B due 2028 515 LIBOR * + 4.25%

Secured Notes due 2029 520 6.00 %

Total new debt excluding revolving credit facility $ 1,300

Revolving Credit Facility maturing 2026 $ 550 LIBOR + 1.75 to 2.75%

* subject to a floor of 50 basis points

Upon closing the debt refinancing, $ 100 million was borrowed under the new Revolving Credit Facility (Revolver).

The net proceeds of the Term Loan A due 2026, Term Loan B due 2028, Secured Notes due 2029 and $ 100 million of borrowing under the Revolver were used to repay borrowings under the 2016 Credit Facilities that were outstanding on October 15, 2021.

The amounts repaid were $ 587 million for Term Loan A due 2022 and $ 810 million for Term Loan B due 2023.

As a part of the transactions, the Prior Revolver was terminated.

CNDT Q3 2021 Form 10-Q

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements