Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 20172020
OR
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 0-24429
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware13-3728359
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer

Identification No.)
Glenpointe Centre West
500 Frank W. Burr Blvd.
Teaneck, New Jersey
07666
(Address of Principal Executive Offices)(Zip Code)
300 Frank W. Burr Blvd.
Teaneck, New Jersey 07666
(Address of Principal Executive Offices including Zip Code)
Registrant’s telephone number, including area code: (201) 801-0233
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
Name of each exchange on which registered
 
Class A Common Stock, $0.01 par value per shareCTSHThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                        Yes      No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                     Yes       No
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      No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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     No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated FilerAccelerated Filer
Large accelerated filerNon-accelerated FilerAccelerated filerSmaller Reporting Company
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).      Yes       No
The aggregate market value of the registrant’s voting shares of common stock held by non-affiliates of the registrantregistrant on June 30, 2017,2020, based on $66.40 per$56.82 per share, the last reported sale price on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC on that date, was $39.0$30.8 billion.
The number of shares of Class A common stock, $0.01 par value, of the registrant outstanding as of February 22, 20185, 2021 was 588,051,333530,614,258 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the Annual Report on Form 10-K: Portions of the registrant’s definitive Proxy Statement for its 20182021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.




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Table of Contents
PART I
 
Item 1. Business
Company Overview

Cognizant is one of the world’s leading professional services companies. We are incompanies, engineering modern business to help our customers adapt, competefor the digital era. Our services include digital services and grow in the face of continual shifts and disruptions within their markets. We do so by partnering with them to apply technology to transform their business, operating, and technology models, allowing them to achieve the full value of digitizing their entire enterprises. We call this being “digital at scale.” When implemented, it enables customers to achieve more efficient and effective operations while reshaping their business models for innovation and growth. Our industry-based, consultative approach helps customers envision, build and run more innovative and efficient businesses. Our core competencies include: business, process, operations and technologysolutions, consulting, application development, and systems integration, enterprise information management, application testing, application maintenance, information technology, or IT, infrastructure services and business process services. Digital services have become an increasingly important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses. We are focused on continued investment in four key areas of digital: IoT, AI, experience-driven software engineering and cloud. We tailor our services and solutions to specific industries and usewith an integrated global delivery model that employs customerclient service and delivery teams based at customerclient locations and delivery teams located at dedicated global and regional delivery centers.
Industry OverviewDuring 2020, we announced the Cognizant Agenda which articulates our purpose, vision and values.
ctsh-20201231_g1.jpg
In today’s fast-paced and complex business environment, most companies face intense competitive pressure and rapidly changing market dynamics. This more demanding environment is partially the result of the broadening use of new digital technologies such as artificial intelligence, analytics, robotic process automation, cybersecurity and hybrid cloud. These technologies have become so effective at transforming business models and core processes that no large enterprise can ignore them and still remain competitive. As a result, advanced technologies are no longer only about supporting the business; increasingly, they are the business. In response, many companies now apply digital technologies to transform the way they engage with customers and employees, and to develop innovative products and services and bring them quickly to market. Companies are also eager to automate additional aspects of their business to improve their cost structures and increase the quality and velocity of their operations. Therefore, customers seek digital transformation experts who can help them reimagine, redefine, and remake their businesses and who can provide this capability through a global sourcing model.
Business Strategy
Our objective is to create value for both our customers and stockholders by enhancing our position as a leading professional services company in the digital era. Our key strategiesorder to achieve this objectivevision and support our clients, we are described below.focusing our business on four strategic priorities to increase our commercial momentum and accelerate growth. These strategic priorities include:
Align Our Digital Services and Solutions Along Three Practice Areas
OurAccelerating digital services and solutions are designed to help our customers win in the digital economy by applying technology and analytics to change consumer experiences to drive sustainable growth, deploying systems of intelligence to automate and improve core business processes, and improving technology systems by deploying cloud and cyber security solutions and as-a-service models to make them simpler, more modern and secure.
We have aligned- growing our digital servicesbusiness organically and solutions into three practice areas acrossinorganically;
Globalizing Cognizant - growing our four industry-oriented business segments,in key international markets and diversifying leadership, capabilities and delivery footprint;
Repositioning our brand - improving global brand recognition and becoming better known as a global digital partner to mirrorthe entire C-suite; and
Increasing our clients' needsrelevance to our clients - leading with thought leadership and the parts of their enterprise they need to transform.
Cognizant Digital Business. Our digital business practice works with customers to envision and build human-centric digital solutions, fusing strategy, intelligence, experience and software to drive industry-aligned transformative growth. Our approach combines data science, design thinking, and deep industry and process knowledge with solid technology capabilities to unite the physical and virtual aspects of a company’s offerings seamlessly across every channel. We help customers identify insights, developaddress clients' business models and go-to-market strategies, and design, prototype and scale meaningful experiences.
needs.
Cognizant Digital Operations. Our digital operations practice helps customers re-engineer, digitize, manage and operate their most essential business processes to lower operating costs, improve user experiences and deliver better outcomes and top-line growth. Across the practice, we are creating automated, data-driven platforms and industry utilities.
Cognizant Digital Systems & Technology. Our digital systems and technology practice helps clients create and evolve applications, platforms and infrastructure that meet the needs of modern enterprises. We work with customers to simplify, modernize and secure IT infrastructure and applications by leveraging automation, analytics and agile

development, allowing our customers to unlock the value in their legacy technology environments, adapt to change and maintain the integrity of their core IT infrastructure. We help customers create and evolve systems that meet their needs in the modern enterprise by delivering industry-leading standards of performance, cost and flexibility.
Our global consulting team provides business, process, operations and technology consulting services to bring together the capabilities of all three of our digital practice areas into effective solutions for our customers. Our consulting professionals and domain experts from our industry-focused business segments work closely with our digital practice areas to create frameworks, platforms and solutions that customers find valuable as they pursue new efficiencies and revenue streams.
Scale Our Digital Practice Areas
We are investing to scale our digital practice areas across our business segments and geographies. We seek to drive organic growth through investments in our digital capabilities across industries and geographies, including the extensive training and re-skillingreskilling of our technical teams and the expansion of our local workforces in the United States and other markets around the world where we operate.world. Additionally, we pursue select strategic acquisitions, joint ventures, investments and alliances that can expand our intellectual property portfolio, industry expertise, geographic reach,talent, experience and platform and technology capabilities.

capabilities in key digital areas or in particular geographies or industries. In 2017,2020, we completed several acquisitions to further enhance our digital capabilities. These include the acquisitions of Brilliant Service, a Japan-based intelligent products and solutions company; Netcentric, a leading independent Adobe partner in Europe and a leading provider of digital experience and marketing solutions for some of the world’s most recognized brands; and Zone, a UK-based leading independent, full-service digital agency that specializes in interactive digital strategy, technology and content creation.

Continue To Develop Our Core Business
Our core business supports our ability to provide digital services and solutionsnine such acquisitions. See Note 3 to our customers. In many cases, our customers' new digital systemsconsolidated financial statements for additional information.
Certain terms used in this Annual Report on Form 10-K are built upon the backbone of their core, traditional systems. Our deep knowledge of their infrastructure and core systems provides us with a significant advantage as we work with them to build new digital capabilities. Customers often look for efficienciesdefined in the way they run their core operations so they can fund investments in new digital capabilities. We work with them to analyzeGlossary included at the end of Item 7. Management’s Discussion and identify opportunities to apply advanced automationAnalysis of Financial Condition and deliver new efficiencies. We deploy a varietyResults of commercial and delivery models, including managed services, fixed priced, output- and outcome-based pricing and platforms to meet their varied needs.Operations.
Our services include consulting and technology services and outsourcing services. Consulting and technology services include business, process, operations and technology consulting, application development and systems integrations, application testing, enterprise information management and software solutions and related services. Outsourcing services include application maintenance, IT infrastructure services and business process services.
We deliver services to our customers across our four business segments in a standardized, high-quality manner through our global delivery model. During 2017, we invested to broaden and deepen our services and capabilities and have created new tools to help our sales teams more crisply convey the distinctive value of our services to clients. At the same time, we have intensified our focus on developing industry-specific solutions across technologies.
Additionally, we seek to expand the geographic reach of our core portfolio of services. We believe that Europe, the Middle East, Asia Pacific and Latin America will continue to present long-term growth opportunities.
Leverage Our Domain Expertise
Our deep domain expertise in the industries we serve is central to understanding our customers' challenges and designing effective solutions to address them. We hire professionals who are industry experts and invest in continual industry training for our teams as we build out our portfolio of industry-specific services and solutions. This approach is key to our ability to develop relevant solutions that deliver measurable business results.
Utilize a Global Delivery Model
We utilize a global delivery model, with delivery centers worldwide, to respond quickly to customers with high-quality services at competitive rates. Our four-tiered global architecture for service delivery and operations consists of employees co-located at customers’ sites, at local or in-country delivery centers, at regional delivery centers and at offshore delivery centers. As we develop our digital services, we are focused on hiring in the United States and other countries to expand our in-country delivery capabilities. Our extensive facilities, technology and communications infrastructure facilitates the seamless integration of our global workforce.

Across our business segments, we are highly dependent upon our foreign operations. Our delivery centers and technical professionals are positioned globally, with the majority located in India. Our operations in India and the rest of the world expose us to various risks, including regulatory, economic and political risks and instability, potentially unfavorable immigration, tax, import and export policies, fluctuations in foreign exchange and inflation rates, international and civil hostilities, terrorism, natural disasters and pandemics.
Deploy Customer-Centric, Collaborative Approach
We put our customers' priorities first and continuously seek to deliver not only what they need today but also what we believe they will need in the future. Our Global Technology Office and Cognizant Accelerator focus on developing innovative offerings for customers' emerging needs and support our business segments and practice areas. A cornerstone of our success is the collaboration of our associates and teams across segments and practice areas. We believe that when we share knowledge and work together, we can achieve more for our customers and our Company.
Business Segments
We are organized around and go to market across our four industryindustry-based business segments:
Financial ServicesHealthcareProducts and ResourcesCommunications, Media and Technology
● Banking
● Insurance
● Healthcare
● Life Sciences
● Retail and Consumer Goods
● Manufacturing and Logistics
● Travel and Hospitality
● Energy and Utilities
● Communications and Media
● Technology
segments. Our Financial Services segment includes banking, capital markets and insurance services companies. Our Healthcare segment consists of healthcare providers and payers as well as life sciences companies, including pharmaceutical, biotech and medical device companies. Our Products and Resources segment includes manufacturers, retailers, travel and other hospitality companies, as well as companies providing logistics and energy and utility services. Our Communications, Media and Technology segment includes information, media and entertainment, communications and technology companies.
This industry focus has been centralclients seek to our revenue growth and high customer satisfaction. As the technology services industry continues to mature and shift from supporting the business to becoming one of the main sources of value, customers requirepartner with service providers tothat have a deep understanding of their businesses, industry initiatives, customers, markets and cultures and the ability to create solutions tailored to meet their customers’ individual business needs. Across industries, our clients are confronted with the risk of being disrupted by nimble, digital-native competitors. They are therefore redirecting their focus and investment to digital operating models and embracing DevOps and key technologies that enable quick adjustments to shifts in their markets. We believe that our deep knowledge of the industries we serve and our clients’ businesses has been central to our growth and high client satisfaction, and we continue to invest in those digital capabilities that help to enable our clients to become modern businesses.
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Table of Contents
Our business segments are as follows:
Financial ServicesHealthcareProducts and ResourcesCommunications, Media and Technology
• Banking
• Insurance
• Healthcare
• Life Sciences
• Retail and Consumer Goods
• Manufacturing, Logistics, Energy and Utilities
• Travel and Hospitality
• Communications and Media
• Technology
Our Financial Services segment includes banking, capital markets and insurance companies. Demand in this segment is driven by our clients’ business needs for serving their customers while being compliant with significant regulatory requirements and adaptable to regulatory change, as well as our clients' adoption and integration of digital technologies, including customer experience enhancement, robotic process automation, analytics and AI in areas such as digital lending, fraud detection and next generation payments. In addition to platforms that drive outcomes at speed, demand is also created by our clients’ desire for less complexity through packaged solutions and suppliers with embedded product partners.
Our Healthcare segment consists of healthcare providers and payers as well as life sciences companies, including pharmaceutical, biotech and medical device companies. Demand in this segment is driven by emerging industry trends, including enhanced compliance, integrated health management, claims investigative services and heightened focus on patient experience, as well as services that drive operational improvements in areas such as claims processing, enrollment, membership and billing. Demand is also created by the adoption and integration of digital technologies such as AI to shape personalized care plans and predictive data analytics to improve patient outcomes.
Our Products and Resources segment includes manufacturers, retailers and travel and hospitality companies, as well as companies providing logistics, energy and utility services. Demand in this segment is driven by our clients’ focus on improving the efficiency of their operations, the enablement and integration of mobile platforms to support sales and other omni-channel commerce initiatives, and their adoption and integration of digital technologies, such as the application of intelligent systems to manage supply chains and enhance overall customer experiences, and IoT to instrument functions for factories, real estate, fleets and products to increase access to insight-generating data.
Our Communications, Media and Technology segment includes information, media and entertainment, communications and technology companies. Demand in this segment is driven by our clients’ needs to create differentiated user experiences, transition to agile development methodologies, enhance their networks, manage their digital content and adopt and integrate digital technologies, such as cloud, interactive and IoT. During 2020, we exited certain content-related work within this segment that was not in line with our long-term strategic vision for the Company. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information.
For the year ended December 31, 2017,2020, the distribution of our revenues across our four industry-focusedindustry-based business segments was as follows:
ctsh-20201231_g2.jpg
The services we provide are distributed among a number of clients in each of our business segments. A loss of a significant client or a few significant clients in a particular segment could materially reduce revenues for that segment. The services we provide to our larger clients are often critical to their operations and a termination of our services would typically require an extended transition period with gradually declining revenues. Nevertheless, the volume of work performed for specific clients may vary significantly from year to year.
See Note 182 to our consolidated financial statements for additional information related to disaggregation of revenues by client location, service line and contract-type for each of our business segments, including the disclosuresegments.
2

Services and financial information by geographic area.

Demand from customers in our business segments is driven by the following trends:
Business SegmentDrivers of demand
Financial ServicesAdoption and integration of digital technologies that are reshaping our customers’ business and operating models, the need for cost optimization, robotic process automation, cyber security and vendor consolidation.
HealthcareThe need for a broader range of services, including business process services and solutions that address regulatory requirements and emerging industry trends such as regulatory compliance, integrated health management, enterprise information management, claims investigative services and operational improvement in areas such as claims processing, enrollment, membership and billing, advanced data analytics and solutions that span multiple service lines while leveraging cloud technologies and platforms.
Products and ResourcesApplication of intelligent systems to manufacturing and logistics operations, enablement of mobile platforms to support field sales, data analytics to make better informed decisions and smart, connected products that are a portal to an ecosystem of data and services, analytics, supply chain consulting, implementation initiatives, product transformation, internet of things and omni channel commerce implementation and integration services.
Communications, Media and TechnologyDigital technologies, digital content operations, the transition to new network technologies, design, development, testing and the introduction of new products and channels, improvements to customer service and satisfaction, transformation of business support systems, services to help our customers balance rationalizing costs while creating a differentiated user experience, transition to agile development methodologies and the enablement of applications for cloud deployment and an expanded range of services, such as business process services.
Solutions
Our Solutionsservices include digital services and Services
We continually invest in the expansion of our service portfolio to anticipate and meet customers’ evolving needs. Thesesolutions, consulting, application services, are delivered to our customers across our four business segments in a standardized, high-quality manner through our global delivery model. Our three digital practice areas span our portfolio of service offerings. Our current service areas include:
Consulting and Technology Services
Business, Process, Operations and Technology Consulting. Our global consulting team, Cognizant Consulting, helps customers re-imagine and transform their businesses to gain competitive advantage. Cognizant Consulting works with customers to improve business performance and operational productivity in order to exceed business goals. We also provide assistance with strategy consulting, business and operations consulting, technology strategy and change management, and program management consulting.
Application Development and Systems Integration. We offer a full range of application design, application development and systems integration, services, which enables our customers' technology functions to operate in the most efficient, responsive and cost-effective manner. We have particular depth of skills in implementing large, complex, business-critical technology development and integration programs.
Application Testing. Our application testing practice offers a comprehensive suite of services in testing, consulting and engineering. Our quality engineering and assurance transformation services help customers develop deep, agile capabilities that create or extend their competitive advantage. Our business-aligned services in the areas of system and integration testing, package testing, user acceptance, automation, performance testing and test data management address our customers’ critical quality needs. Consulting and infrastructure solutions in quality management, test tools and test infrastructure enable our customers to capitalize on emerging opportunities.
Enterprise Information Management. Our enterprise information management practice focuses on helping customers harness the vast amounts of data available on their operations, customers and markets, and convert that data into information and insights that are valuable to their businesses and can be used to drive management decisions. We help customers identify the types of data available both within their organizations and from outside sources and work to bring that data together in a meaningful “data to foresight” continuum. Among the trends driving this business are the desire of companies to better understand consumer demands and market opportunities in order to create new products and services, the need to manage reporting requirements in regulated industries such as healthcare and financial services and the pressures to manage operations more efficiently and cost-effectively through the use of analytical tools.
Software Solutions and Related Services. Webusiness process services. Additionally, we develop, license, implement and support proprietary and third-party software products and platforms. Central to our strategy to align with our clients’ need to modernize is our continued investment in four key areas of digital: IoT, AI, experience-driven software engineering and cloud. These four capabilities enable clients to put data at the core of their operations, improve the experiences they offer to their customers, tap into new revenue streams, defend against technology-enabled competitors and reduce costs. In many cases, our clients' new digital systems are built on the backbone of their existing legacy systems. The demand for digital capabilities has continued to increase since the healthcare industry, includingbeginning of the COVID-19 pandemic as a result of increased demand for mobile workplace solutions, for health insurance plans, third party benefit
e-commerce, automation and AI and cybersecurity services and solutions. We believe our deep knowledge of our clients' infrastructure and systems provides us with a significant advantage as we work with them to build new digital capabilities to make their operations more efficient, effective and modern. We deliver all of our services and solutions across our four industry-based business segments to best address our clients' individual needs.

In 2020, our services and solutions were organized into three practice areas: Digital Business, Digital Systems and Technology and Digital Business Operations. In January 2021, we strategically combined the Digital Business practice with the Digital Systems and Technology practice to create the new Digital Business & Technology practice. The objective of this change is to simplify our model and align it with the current state of technology.
administrators
Our consulting professionals work closely with our practice areas to create modern frameworks, platforms and healthcare providerssolutions that enable healthcare organizations to work more efficiently and collaborativelyleverage a wide range of digital technologies across our clients’ businesses to deliver better healthcare services. higher levels of efficiency and new value for their customers.
Digital Business & Technology
Our Digital Business & Technology practice helps clients build modern enterprises that deliver exceptional customer experiences that are created at the intersection of cloud and digital. Our clients are able to embrace a new business and technology stack that comprises consumer-grade software, enterprise applications, modernized data and the instrumentation of everything in cloud-first architectures. Combining a technology vision, strategy, roadmap, capabilities, solutions, partnerships, and subject matter expertise, Digital Business & Technology is an integrated growth enabler for commercial markets. Areas of focus within this practice area are:
Interactive, which leverages our global network of studios that help health plansclients craft new experiences;
application modernization, which updates legacy applications using agile methodologies and third party administrators increase administrative efficiency, improve the costcloud;
AI and analytics, which drive business growth and efficiencies through a greater understanding of customers and operations;
IoT, which unlocks greater productivity and new business models;
digital advisory, which provides enterprise transformation expertise;
experience-driven software engineering, which designs, engineers and delivers modern business software;
application services;
quality of care,engineering and succeed in the retail healthcare market. assurance; and
cloud, infrastructure and security.
Digital Business Operations
Our solutions help physicians and healthcare organizations simplify businessDigital Business Operations practice helps clients rethink their operating models by assessing their existing processes and execute strategiesrecommending automation. This allows clients to fundamentally transform their processes while realizing cost savings benefits from these improvements. Areas of focus within this practice area are:
automation, analytics and consulting for population health management, accountable care,business process outsourcing;
platform-based operations; and value-based initiatives.
Outsourcing Services
Application Maintenance. Our application maintenance service offering supports some or all of a customer’s applications, ensuring that systems remain operational and responsive to changing user requirements, including the adaptation of systems to digital technologies, and provides on-going enhancements as required by the customer. Our application maintenance services enable customers to improve the overall agility, responsiveness, productivity and efficiency of their IT infrastructure and help reduce cost of ownership. As part of this process, we often introduce products and process enhancements and improve service levels to customers requesting modifications and on-going support. Our global delivery business model enables us to provide a range of rapid response and cost-effective support services. Our on-site personnel often provide help-desk services at the customer’s facility. As part of our application maintenance services, we assist customers in renovating their core systems to meet the requirements imposed by new regulations, new standards or other external events. We consider the future operational environment of our customers’ IT systems as we design and develop such systems. We also offer diagnostic services to assist customers in identifying issues in their IT systems and optimizing the performance of their systems.
IT Infrastructure Services. The major services we provide include data center, infrastructure security, network and convergence, end-user computing services and mobility. We also have cloud services offerings that utilize virtualization technologies across delivery solutions for private cloud, enterprise multi-tenant cloud and public cloud models. We provide services that harness and modernize legacy systems to be digital-ready with agility and speed without sacrificing the knowledge those systems contain. Customers are increasingly utilizing IT infrastructure services to sharpen their focus on core business operations, reallocate overhead costs to growth investments, enable businesses to respond more quickly to changing demands, decrease time to market, ensure that the IT infrastructure can scale as the business evolves and access skill sets outside the organization.
process operations.
Business Process Services. We provide business process services through unique industry-aligned solutions that integrate process, domain and technology expertise to enable our customers to respond in an agile manner to market opportunities and challenges, while also creating variable cost structures to drive greater effectiveness and cost-efficiency. We have extensive domain-specific expertise inknowledge of core front office, middle office and back office functionsprocesses, including finance and accounting, research and analytics, procurement data administration,and data management, which we integrate with our industry and researchtechnology expertise to deliver targeted business process services and analytics. Our industry-specific solutions include clinical data management, pharmacovigilance, equity research support, commercial operations and order management. Related services include consultingsolutions.
3

Global Delivery Model
We utilize a global delivery model, with delivery centers worldwide to ensure process excellence and aprovide our full range of platform-based services.services to our clients. Our goals fordelivery model includes employees deployed at client sites, local or in-country delivery centers, regional delivery centers and offshore delivery centers, as required to best serve our customer relationshipsclients. As we scale our digital services and solutions, we are customer satisfaction, operational productivity, strategic valuefocused on hiring in the United States and business transformation. Amongother countries where we deliver services to our clients to expand our in-country delivery capabilities. Our extensive facilities, technology and communications infrastructure are designed to enable the factors driving growth in our services are the desire to improve cost-effectiveness, the emergence of digital technologies and the need for customers to access capabilities beyond their organizations to adapt to rapid changes in technologies, markets and customer demands.
Sales and Marketing
We market and sell our services directly through our professional staff, senior management and direct sales personnel operating outeffective collaboration of our global headquartersworkforce across locations and business development offices, which are strategically located around the world. The sales and marketing group works with our customer delivery team as the sales process moves closer to the customer’s selection of a services provider. The duration of the sales process may vary widely depending on the type and complexity of services.

Customers
The number of customers we serve has increased in recent years. As of December 31, 2017, we increased the number of our strategic customers to 357. We define a strategic customer as one offering the potential to generate at least $5 million to $50 million or more in annual revenues at maturity. We provide a significant volume of services to many customers in each of our business segments. Therefore, a loss of a significant customer or a few significant customers in a particular segment could materially reduce revenues for such segment. However, no individual customer exceeded 10% of our consolidated revenues for the years ended December 31, 2017, 2016 and 2015. In addition, the services we provide to our larger customers are often critical to the operations of such customers and a termination of our services generally would require an extended transition period with gradually declining revenues. The volume of work performed for specific customers is likely to vary from year to year, and a significant customer in one year may not use our services in a subsequent year. Revenues from our top customers as a percentage of total revenues were as follows:
  For the years ended December 31,
  2017 2016 2015
Top five customers 8.9% 10.0% 11.0%
Top ten customers 14.9% 16.7% 18.6%
For the year ended December 31, 2017, the distribution of our revenues across geographies was as follows:
geographies.
Competition
The markets for technology, digital and outsourcingour services are highly competitive, characterized by a large number of participants and subject to rapid change. Various competitors in all or some of such markets include:
Competitors may include systems integration firms;
firms, contract programming companies;
companies, application software companies;
companies, cloud computing service providers;
large orproviders, traditional consulting firms;
firms, professional services groups of computer equipment companies;
companies, infrastructure management companies, outsourcing companies and outsourcing companies; and
boutique digital companies.
Our direct competitors include, among others, Accenture, Atos, Capgemini, Deloitte Digital, DXC Technology, EPAM Systems, Genpact, HCL Technologies, IBM Global Services, Infosys Technologies, Tata Consultancy Services and Wipro. In addition, we compete with numerous smaller local companies in the various geographic markets in which we operate.
The principal competitive factors affecting the markets for our services include:
visioninclude the provider’s reputation and experience, strategic advisory ability;
capabilities, digital services capabilities;
capabilities, performance and reliability;
quality of technical support, training and services;

reliability, responsiveness to customer needs;
reputation and experience;
needs, financial stability, corporate governance and strong corporate governance; and
competitive pricing of services.
We Accordingly, we rely on the following to compete effectively:
investments to scale our digital services practice areas;services;
a well-developedour recruiting, training and retention model;
a successful serviceour global delivery model;
an entrepreneurial culture and approach to our work;
a broad client referral base;
continual investment in process improvement and knowledge capture;
investment in infrastructure and research and development;
financial stability and stronggood corporate governance;
continued focus on responsiveness to customerclient needs, quality of services and competitive prices; and
project management capabilities and technical expertise.
Intellectual Property
We provide value to our customersclients based, in part, on our proprietary innovations, methodologies, software, reusable knowledge capital and other intellectual property, or IP assets. We recognize the importance of IP and its ability to differentiate us from our competitors. We seek IP protection for many of our innovations and rely on a combination of IPpatent, copyright and trade secret laws, as well as confidentiality procedures and contractual provisions, to protect our IP and our brand.IP. We have registered, and applied for the registration of, U.S. and international trademarks, service marks, and domain names and copyrights.to protect our brands, including our Cognizant ownsbrand, which is one of our most valuable assets. We own or isare licensed under a number of patents, trademarks and copyrights and licenses, which vary inof varying duration, relating to our products and services. We actively seekalso have policies requiring our associates to respect the IP protection for our innovations.rights of others. While our proprietary IP rights are important to our success, we believe our business as a whole is not materially dependent on any particular intellectual propertyIP right or any particular group of patents, trademarks, copyrights or licenses.licenses, other than our Cognizant brand.
EmployeesCognizant® and other trademarks appearing in this report are registered trademarks or trademarks of Cognizant and its affiliates in the United States and other countries, or third parties, as applicable.
Workforce
We had approximately 260,000289,500 employees at the end of 2017,2020, with approximately 50,40043,500 in North America, approximately 13,80013,400 in Continental Europe, 6,800 in the United Kingdom and approximately 195,800225,800 in various other locations throughout the rest of the world, including 180,000204,500 in India. This represents a decrease of 3,000 employees as compared to December 31, 2019. We utilize subcontractors to provide additional capacity and flexibility in meeting client demand, though the number of subcontractors has historically been immaterial relative to our employee headcount. We are not party to any significant collective bargaining agreements. agreements.
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We considerbalance the portion of our relationsemployees in the United States and other jurisdictions that rely on visas with consideration of the needs of our business to fulfill client demand and risks to our business from potential changes in immigration laws and regulations that may increase the costs associated with and ability to staff employees on visas to work in-country.
Engaging Our People
As a global professional services company, Cognizant competes on the basis of the knowledge, experience, insights, skills and talent of its employees and the value they can provide to our clients. We aim for our employees to be good.feel motivated, engaged, and empowered to do their best work through careers they find meaningful. In a market where competition for skilled IT professionals is intense, we focus on the following:

Advancing Diversity & Inclusion: We believe diversity and inclusion are at the heart of our ability to execute successfully and consistently over the long term. A diverse and inclusive workforce strengthens our ability to innovate and to understand our clients’ needs and aspirations.
Highlights from our diversity & inclusion efforts include:
Our Global D&I organization is embedded within HR’s Talent & Transformation function to drive accountability through our people processes and systems;
Global D&I training and programs;
Progressive hiring policies, including a diverse candidate pipeline initiative to ensure a more diverse interview slate at the Vice President level and above; and
Seven global affinity groups that welcome, nurture and provide safe spaces in which our employees can share their unique interests and aspirations.
Our 2020 engagement survey revealed that all genders are equally engaged, and that D&I gained the second-highest score improvement across categories.
Rewarding and Recognizing High Performance: We aim to create a work environment where every person is inspired to achieve, driven to perform and rewarded for their contributions. We leverage regular, performance-based promotions and merit increases as one lever to engage high-performing talent. During the 2020 cycle, in line with our high performance culture, we were proud to promote employees across all levels and provide merit increases to a significant number of our employees.
We regularly monitor employee retention levels and continue to enhance our pay-for-performance approach to improve attrition rates. For the three months ended December 31, 2020, annualized attrition, including both voluntary and involuntary, was 19.0%. Attrition for the years ended December 31, 2020 and 2019, including both voluntary and involuntary, was 20.6% and 21.7%, respectively. Voluntary attrition normally constitutes the significant majority of our attrition. In 2020, we saw elevated levels of involuntary attrition due to our Fit for Growth Plan, including the exit from certain content-related services. We also saw a decrease in voluntary attrition from historic levels in the early stages of the COVID-19 pandemic. Both voluntary and involuntary attrition are weighted towards our more junior employees.
Building New Skills: Clients count on us to know their industries, businesses, and technology environments, readily gain new digital skills and insights, and apply our knowledge to help them increase their competitiveness. We continually reskill and upskill our employees with a focus on building digital skills in areas such as IoT, AI, experience-driven software engineering and cloud.
From campus hire training for our entry-level workforce to providing capability assurance programs for professional practitioners, we offer a learning ecosystem for employees at all levels. This includes learning and development, access-from-anywhere learning platforms and a variety of content curation partnerships. Our talent development approach has been recognized by leading learning and development organizations, such as the Association for Talent Development, the Brandon Hall Group and the Learning and Performance Institute.
Leadership Development & Talent Management: Cognizant continuously fosters and builds its pipeline of diverse, high-performing leaders who have the breadth and versatility to drive our growth. To do this, we focus on engaging all levels of senior talent and enabling their success through continuous assessment and high impact development opportunities.
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Highlights include:
Targeted talent programs for key pools that include various training opportunities, digital leadership programs and custom leadership development initiatives;
Fast-tracking high-performing and high-potential leadership talent through personalized assessments, executive coaching and executive education programs;
Accelerating a diverse leadership pipeline through programs like Propel, an initiative focused on priming the next level of women leaders within Cognizant. In just two years, this program has helped us reach 500 women leaders globally through a cohort model supported by executive sponsors, part of our pledge to put 1,000 women through our leadership development program;
Our LEAD@Cognizant partnership with Harvard University is a 4.5-month leadership capability program designed exclusively for Cognizant leaders to learn, practice and internalize how to set the course, connect the dots, inspire followership and deliver results through strategic alignment, collaboration and building high performing teams; and
Periodic talent processes such as talent reviews of our top 4,000 employees at Director level and above, aimed at helping individuals develop in role and prepare for the future, while strengthening our leadership pipeline overall.
Supporting Well-Being at Work and Home: We offer benefits to care for the diverse needs of our associates and keep them feeling resilient, innovative and engaged. These include total compensation programs, health benefits, overall well-being and family care, tax savings programs, income protection and financial planning resources. As we continue to face evolving environmental and health challenges, we continually review and enhance our offerings to improve the competitiveness of our total compensation programs, including our health benefit offerings.
Highlights include:
In 2020, we launched WorkFlex, a program to provide employees greater flexibility to complete their required hours outside their standard schedule or to transition to a part-time schedule to accommodate personal priorities;
We offer a variety of benefits to support employee mental health, including a robust Employee Assistance Program. In the United States, we also provide access to third party mental health platforms, including Ginger and eMindful; and
Cognizant has crisis management protocols that are mobilized to protect employee health and safety when necessary. When the COVID-19 pandemic began, our crisis team responded quickly to close and modify offices to meet health and safety protocols, support the transition to working from home, and liaise with employees regarding various concerns.
Measuring and Enhancing Engagement: We regularly assess employee sentiment through third-party engagement surveys. In 2020, 72% of our people participated in the survey. After each survey, we develop and communicate clear action plans to continue to build on our strengths and address shortfalls.
Governmental Regulation and Environmental Matters
As a result of the size, breadth and geographic diversity of our business, our operations are subject to a variety of laws and regulations in the jurisdictions in which we operate, including with respect to import and export controls, temporary work authorizations or work permits and other immigration laws, content requirements, trade restrictions, tariffs, taxation, anti-corruption, the environment, government affairs, internal and disclosure control obligations, data privacy, intellectual property, employee and labor relations. For additional information, see Part I, Item 1A. Risk Factors.

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Information About Our Executive Officers
The following table identifies our current executive officers:
Name Age Capacities in Which Served 
In Current
Position Since
Francisco D’Souza(1)
 49
 Chief Executive Officer 2007
Rajeev Mehta(2)
 51
 President 2016
Karen McLoughlin(3)
 53
 Chief Financial Officer 2012
Ramakrishnan Chandrasekaran(4)
 60
 Executive Vice Chairman, Cognizant India 2013
Debashis Chatterjee(5)
 52
 Executive Vice President and President, Global Delivery 2016
Ramakrishna Prasad Chintamaneni(6)
 48
 Executive Vice President and President, Global Industries and Consulting 2016
Malcolm Frank(7)
 51
 Executive Vice President, Strategy and Marketing 2012
Matthew Friedrich (8)
 51
 Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary 2017
Sumithra Gomatam(9)
 50
 Executive Vice President and President, Digital Operations 2016
Gajakarnan Vibushanan Kandiah(10)
 50
 Executive Vice President and President, Digital Business 2016
Venkat Krishnaswamy(11)
 64
 Executive Vice President and President, Healthcare and Life Sciences 2013
James Lennox(12)
 53
 Executive Vice President, Chief People Officer 2016
Sean Middleton(13)
 36
 Senior Vice President and President, Cognizant Accelerator 2017
Allen Shaheen(14)
 55
 Executive Vice President, North American Regional Delivery Centers 2018
Dharmendra Kumar Sinha(15)
 55
 Executive Vice President and President, Global Client Services 2013
Robert Telesmanic(16)
 51
 Senior Vice President, Controller and Chief Accounting Officer 2017
Santosh Thomas(17)
 49
 Executive Vice President and President, Global Growth Markets 2016
Srinivasan Veeraraghavachary(18)
 58
 Executive Vice President, Chief Operating Officer 2016
NameAgeCapacities in Which ServedIn Current
Position Since
Brian Humphries (1)
47Chief Executive Officer2019
Jan Siegmund (2)
56Chief Financial Officer2020
Robert Telesmanic (3)
54Senior Vice President, Controller and Chief Accounting Officer2017
Becky Schmitt (4)
47Executive Vice President, Chief People Officer2020
Malcolm Frank (5)
54Executive Vice President and President, Digital Business & Technology2021
Balu Ganesh Ayyar (6)
59Executive Vice President and President, Digital Business Operations2019
Greg Hyttenrauch (7)
53Executive Vice President and President, North America2021
Ursula Morgenstern (8)
55Executive Vice President and President, Global Growth Markets2020
Andrew Stafford (9)
56Executive Vice President, Head of Global Delivery2020
 
(1)Francisco D’Souza has been our Chief Executive Officer and a member of the Board of Directors since 2007. He also served as our President from 2007 to 2012. Mr. D’Souza joined Cognizant as a co-founder in 1994, the year it was started as a division of The Dun & Bradstreet Corporation, and was previously our Chief Operating Officer from 2003 to 2006 and held a variety of other senior management positions at Cognizant from 1997 to 2003. Mr. D’Souza has served on the Board of Directors of General Electric Company, or GE, since 2013, where he is currently a member of the Audit Committee and the Technology and Industrial Risk Committee. He also serves on the Board of Trustees of Carnegie Mellon University and as Co-Chairman of the Board of Trustees of The New York Hall of Science. Mr. D’Souza has a Bachelor of Business Administration degree from the University of Macau and a Master of Business Administration, or MBA, degree from Carnegie Mellon University.
(2)Rajeev Mehta has been our President since September 2016. From December 2013 to September 2016, Mr. Mehta served as our Chief Executive Officer, IT Services. From February 2012 to December 2013, Mr. Mehta served as our Group Chief Executive - Industries and Markets. Mr. Mehta held other senior management positions in client services and our financial services business segment from 2001 to 2012. Prior to joining Cognizant in 1997, Mr. Mehta was involved in implementing GE Information Services' offshore outsourcing program and also held consulting positions at Deloitte & Touche LLP and Andersen Consulting. Mr. Mehta has a Bachelor of Science degree from the University of Maryland and an MBA degree from Carnegie Mellon University.
(3)Karen McLoughlin has been our Chief Financial Officer since February 2012. Ms. McLoughlin has held various senior management positions in our finance department since she joined Cognizant in 2003. Prior to joining Cognizant, Ms. McLoughlin held various financial management positions at Spherion Corporation and Ryder System, Inc. and served in various audit roles at Price Waterhouse (now PricewaterhouseCoopers). Ms. McLoughlin has served on the Board of Directors of Best Buy Co., Inc. since 2015, where she is currently a member of the Audit Committee and the Finance and

(1)Brian Humphries has been our Chief Executive Officer and a member of the Board of Directors since April 2019. Prior to joining Cognizant, he served as Chief Executive Officer of Vodafone Business, a division of Vodafone Group, from 2017 until 2019. Mr. Humphries joined Vodafone from Dell Technologies where he served as President and Chief Operating Officer of Dell’s Infrastructure Solutions Group from 2016 to 2017, President of Dell’s Global Enterprise Solutions from 2014 to 2016, and Vice President and General Manager, EMEA Enterprise Solutions from 2013 to 2014. Before joining Dell, Mr. Humphries was with Hewlett-Packard where his roles from 2008 to 2013 included Senior Vice President, Emerging Markets, Senior Vice President, Strategy and Corporate Development, and Chief Financial Officer of HP Services. The early part of his career was spent with Compaq and Digital Equipment Corporation. Mr. Humphries brings to the Board extensive leadership and global operations management experience from having served at public companies in the technology sector. He holds a bachelor’s degree in Business Administration from the University of Ulster, Northern Ireland.
Investment Policy(2)Jan Siegmund has been our Chief Financial Officer since September 2020. Prior to joining Cognizant, Mr. Siegmund spent over 19 years with Automatic Data Processing (ADP), where he served as Corporate Vice President and Chief Financial Officer from 2012 to 2019 and Chief Strategy Officer and President of the Added Value Services Division from 1999 to 2012. He began his career at McKinsey & Company as a Senior Engagement Manager. Mr. Siegmund is a member of the Board of Directors of The Western Union Company, where he is Chair of the Audit Committee. He holds a master’s degree in Industrial Engineering from Technical University Karlsruhe, Germany, a master’s degree in Economics from the University of California, Santa Barbara and a doctorate in Economics from Technical University of Dresden, Germany.
(3)Robert Telesmanic has been our Senior Vice President, Controller and Chief Accounting Officer since January 2017, a Senior Vice President since 2010 and our Corporate Controller since 2004. Prior to that, he served as our Assistant Corporate Controller from 2003 to 2004. Prior to joining Cognizant, Mr. Telesmanic spent over 14 years with Deloitte & Touche LLP. Mr. Telesmanic has a Bachelor of Science degree from New York University and an MBA degree from Columbia University.
(4)Becky Schmitt has been our Executive Vice President, Chief People Officer since February 2020. Prior to joining Cognizant, Ms. McLoughlinSchmitt was the Chief People Officer of Sam’s Club, a division of Walmart, Inc. from October 2018 through January 2020. Prior to that, she served as SVP, Chief People Officer, US eCommerce & Corporate Functions for Walmart from October 2016 through September 2018 and as VP, HR - Technology from February 2016 until October 2016. Prior to joining Walmart, Ms. Schmitt spent over 20 years with Accenture plc in various human resources roles, culminating in her role as HR Managing Director, North America Business from March 2014 through February 2016. Ms. Schmitt has served as a Board Member at Large for the Girl Scouts National Board since 2017. Ms. Schmitt has a Bachelor of Arts degree from University of Michigan, Ann Arbor.
(5)Malcolm Frank has been our Executive Vice President and President, Digital Business & Technology since January 2021. Prior to that, he served as Executive Vice President and President, Digital Business from May 2019 to January 2021, as our Executive Vice President and President, Strategy and Marketing at Cognizant from 2012 to May 2019 and as our Senior Vice President of Strategy and Marketing from 2005 to 2012. Prior to joining Cognizant in 2005, Mr. Frank was a founder and the President and Chief Executive Officer of CXO Systems, Inc., an independent software vendor providing dashboard solutions for senior managers, a founder and the President, Chief Executive Officer and Chairman of NerveWire Inc., a management consulting and systems integration firm, and a founder and executive officer at Cambridge Technology Partners, an information technology professional services firm. Mr. Frank has served on the Board of Directors of Factset Research Systems Inc. since June 2016, where he is a member of the Compensation Committee. He is
7

also a member of the Board of Directors of the US-India Strategic Partnership Forum since May 2018. Mr. Frank has a Bachelor of Arts degree in Economics from Wellesley College and an MBA degree from ColumbiaYale University.
(4)Ramakrishnan Chandrasekaran
(6)Balu Ganesh Ayyar has been our Executive Vice Chairman, Cognizant India since December 2013. From February 2012 to December 2013, Mr. Chandrasekaran served as our Group Chief Executive - Technology and Operations. Mr. Chandrasekaran held other senior management positions in global delivery from 1999 to 2012. Prior to joining us in 1994, Mr. Chandrasekaran worked with Tata Consultancy Services. Mr. Chandrasekaran has a Mechanical Engineering degree and an MBA degree from the Indian Institute of Management.
(5)Debashis Chatterjee has been our Executive Vice President and President, Global Delivery and managed our Digital Systems and Technology practice area since August 2016. From December 2013 to August 2016, Mr. Chatterjee served as Executive Vice President and President, Technology Solutions. From May 2013 to December 2013, Mr. Chatterjee served as Senior Vice President and Global Head, Technology and Information Services. From March 2012 to April 2013, he was Senior Vice President, Transformational Services. Mr. Chatterjee worked at International Business Machine Corporation, or IBM, from 2011 to 2012 as Vice President and Sectors Leader, Global Business Services, Global Delivery. Prior to that, Mr. Chatterjee held various senior positions in the Banking and Financial Services, or BFS, practice at Cognizant from 2004 to 2011 and other management roles at Cognizant since joining us in 1996. He has been in our industry since 1987, having previously worked at Tata Consultancy Services and Mahindra & Mahindra. Mr. Chatterjee has a Bachelor of Engineering degree in Mechanical Engineering from Jadavpur University in India.
(6)Ramakrishna Prasad Chintamaneni has been our Executive Vice President and President, Global Industries and Consulting since August 2016. Mr. Chintamaneni served as our Executive Vice President and President, BFS, from December 2013 to August 2016. From 2011 to December 2013, Mr. Chintamaneni served as our Global Head of the BFS practice. Mr. Chintamaneni held various senior positions in the BFS practice from 2006 to 2011 and was a client partner in our BFS practice from 1999 to 2006. Prior to joining Cognizant in 1999, Mr. Chintamaneni spent seven years in the investment banking and financial services industry, including working at Merrill Lynch and its affiliates for five years as an Investment Banker and a member of Merrill’s business strategy committee in India. Mr. Chintamaneni has a Bachelor of Technology degree in Chemical Engineering from the Indian Institute of Technology, Kanpur and a Postgraduate Diploma in Business Management from the XLRI - Xavier School of Management in India. 
(7)Malcolm Frank has been our Executive Vice President, Strategy and Marketing since February 2012. Mr. Frank served as our Senior Vice President of Strategy and Marketing from 2005 to 2012. Prior to joining Cognizant in 2005, Mr. Frank was previously a founder and the President and Chief Executive Officer of CXO Systems, Inc., an independent software vendor providing dashboard solutions for senior managers, a founder and the President, Chief Executive Officer and Chairman of NerveWire Inc., a management consulting and systems integration firm, and a founder and executive officer at Cambridge Technology Partners, an information technology professional services firm. Mr. Frank has served on the Board of Directors of Factset Research Systems Inc. since June 2016, where he is a member of the Compensation Committee. Mr. Frank has a Bachelor degree in Economics from Yale University.
(8)Matthew Friedrich has been our Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary since May 2017. Prior to joining Cognizant, Mr. Friedrich was Chief Corporate Counsel for Chevron Corporation, a multinational energy company, from August 2014 through May 2017, a partner with the law firm of Freshfields Bruckhaus Deringer LLP from April 2013 through August 2014 and a partner with the law firm of Boies Schiller & Flexner LLP from June 2009 through April 2013. Mr. Friedrich began his legal career in 1995 as a federal prosecutor with the United States Department of Justice, where he remained for nearly 14 years, culminating with his designation as the acting assistant Attorney General of the Criminal Division in 2008. Mr. Friedrich is a life member of the Council on Foreign Relations and serves on the Board of Directors of the U.S.-India Business Council. Mr. Friedrich has a Bachelor of Arts degree in Foreign Affairs from the University of Virginia and a Juris Doctor degree from the University of Texas School of Law.
(9)Sumithra Gomatam has been our Executive Vice President and President, Digital Operations since August 2016. From December 2013 to August 2016, Ms. Gomatam served as our Executive Vice President and President, Industry Solutions. From 2008 to December 2013, Ms. Gomatam served as Senior Vice President, and global leader for our Testing practice. Ms. Gomatam held other management positions in our global delivery and BFS practices from 1995 to 2008. Ms. Gomatam has a Bachelor of Engineering degree in Electronics and Communication from Anna University.
(10)Gajakarnan Vibushanan Kandiah has been our Executive Vice President and President, Digital Business since August 2016. Mr. Kandiah previously served as Executive Vice President of Business Process Services, or BPS, and Digital Works from January 2014 to August 2016, and as Senior Vice President of BPS from 2011 to December 2013. Previous roles he held at Cognizant included roles in System Integration, Testing, BPS, Information, Media and Entertainment, and Communications practices. Before joining Cognizant in 2003, Mr. Kandiah was a founder and the Chief Operating Officer of NerveWire, Inc. and the Global Vice President of the Interactive Solutions business of Cambridge Technology Partners. Mr. Kandiah completed his advanced level education at the Royal College in Sri Lanka.
(11)Venkat Krishnaswamy has been our Executive Vice President and President, Healthcare and Life Sciences since December 2013. From February 2012 to December 2013, Mr. Krishnaswamy served as our Executive Vice President of

Healthcare and Life Sciences. Mr. Krishnaswamy served as our Senior Vice President and General Manager of Healthcare and Life Sciences from 2007 to 2012 and in various other management positionsPresident, Digital Business Operations since he joined Cognizant in 1997.August 2019. Prior to joining Cognizant, Mr. KrishnaswamyAyyar was the CEO of Mphasis, a global IT services company listed in India, from 2009 to 2017. Prior to Mphasis, Mr. Ayyar spent over tennearly two decades with Hewlett-Packard, holding a variety of leadership roles across multiple geographies.
(7)Greg Hyttenrauch has been our Executive Vice President and President, North America since January 2021. Prior to that he served as our Executive Vice President and President, Cognizant Digital Systems & Technology from December 2019 to January 2021. Prior to joining Cognizant, Mr. Hyttenrauch served as Director, Global Cloud and Security Services for Vodafone from October 2015 to November 2019. Prior to Vodafone, Mr. Hyttenrauch held a variety of senior leadership positions at Capgemini from 2008 to 2015, including Deputy CEO, Global Infrastructure Services, and Global Sales Officer and CEO of the UK and Nordic Outsourcing Business Unit. Before joining Capgemini, Mr. Hyttenrauch held positions with CSC and EDS. He began his career with 13 years in retailthe Canadian military, rising to the rank of captain. Mr. Hyttenrauch holds a bachelor’s degree in Mechanical Engineering from the Royal Military College of Canada and commercial banking with Colonial State Bank (now Commonwealth Bank of Australia). Mr. Krishnaswamy has a Bachelor of Engineering degreean MBA in International Management from the University of MadrasOttawa.
(8)Ursula Morgenstern has been Cognizant’s Executive Vice President and President, Global Growth Markets, which covers all of Cognizant’s markets outside of North America, since December 2020. Prior to joining Cognizant, Ms. Morgenstern spent 16 years with Atos, a Mastermultinational IT services and consulting company in various management roles from 2004 to 2020, most recently as Head of Atos Central Europe from April 2020 to October 2020, CEO of Atos Germany from March 2018 to October 2020, and Global Head of Business and Platform Solutions from July 2015 to February 2018. Before Atos, Ms. Morgenstern was a partner with KPMG from 1998 to 2002. Her other previous roles include General Manager of K&V Information Systems from 1996 to 1998 and Project Manager for Kiefer & Veittinger from 1991 to 1996. She holds a bachelor’s degree in Business Management from the University of Mannheim and an MBA from York University (Toronto).
(9)Andrew (Andy) Stafford has been our Head of Global Delivery since July 2020. Prior to joining Cognizant, he held a variety of executive positions, including Group Chief Operating Officer of Computacenter PLC from July 2017 to November 2018, and was Global Head of Services and Delivery for Unisys Inc. from April 2016 to May 2017. Mr. Stafford also spent nearly two decades with Accenture, first from 1988 to 1997 and then again from 2005 to 2013, in various leadership roles, the most recent being Senior Managing Director (Global Lead) from July 2012 to November 2013 and Managing Director of the Asia Pacific Region from 2009 to 2012. In between stints at Accenture, he was the Chief Operating Officer at Xchanging from September 2001 to November 2003, Chief Technology Officer at Virgin.com from September 2000 to March 2001, and he also spent time at Deloitte Consulting and Computacenter PLC. He holds a bachelor's degree in Electrical Engineering degreeand Electronics from the IndianUniversity of Manchester Institute of Science and Technology New Delhi.in Manchester, England.
(12)James Lennox has been our Executive Vice President, Chief People Officer since January 2016. Mr. Lennox previously served as our Senior Vice President, Chief People Officer from June 2013 to December 2016, and as Vice President, North America Human Resources, or HR, from July 2011 to June 2013. Previous roles he held at Cognizant included leading the Workforce Management team, Operations Director for our Banking and Insurance practices, leading regional HR teams, and serving as the Chief of Staff to the Company’s Chief Executive Officer. Prior to joining Cognizant in 2004, Mr. Lennox held various management roles in operations, HR, resource management and recruiting for the North American regions of Cap Gemini and Ernst & Young. He started his career at Ernst & Young Consulting. Mr. Lennox has a Bachelor of Science degree in Business Administration from St. Thomas Aquinas College and an MBA degree from Fordham University.
(13)Sean Middleton has been our Senior Vice President and President, Cognizant Accelerator since January 2017. He was previously Vice President and President, Cognizant Accelerator from July 2016 to January 2017. Mr. Middleton served as Chief Operating Officer of our Emerging Business Accelerator division from 2012 to July 2016 and as Chief of Staff to the Company's Chief Executive Officer from 2010 to 2013. Prior to joining Cognizant in 2010, Mr. Middleton worked at PricewaterhouseCoopers as a management consultant. Mr. Middleton has a Bachelor degree in Computer Science from Cornell University and an MBA degree from the Wharton School at the University of Pennsylvania.
(14)Allen Shaheen has been our Executive Vice President, North American Regional Delivery Centers since January 2018. From August 2015 to December 2017, Mr. Shaheen was Executive Vice President, Corporate Development. From December 2013 to August 2016, Mr. Shaheen was also responsible for various Cognizant practices, including our Enterprise Application Services Practice. Mr. Shaheen was the General Manager for our German business unit from February 2013 to December 2014 and our Markets Delivery Leader for Europe from May 2012 to December 2014. Mr. Shaheen's prior roles included being responsible for our IT Infrastructure Services, head of our Global Technology Office and head of our Systems Integration and Testing practices. Prior to joining Cognizant in 2006, Mr. Shaheen was a consultant for Cognizant from 2004 to 2006, a founder and Executive Vice President of International Operations of Cambridge Technology Partners and the Chief Executive Officer of ArsDigita Corporation. Mr. Shaheen has a Bachelor of Arts degree in Engineering and Applied Sciences from Harvard College.
(15)Dharmendra Kumar Sinha has been our Executive Vice President and President, Global Client Services since December 2013. From 2007 to December 2013, Mr. Sinha served as our Senior Vice President and General Manager, Global Sales and Field Marketing. From 2004 to 2007, Mr. Sinha served as our Vice President, responsible for our Manufacturing and Logistics, Retail and Hospitality, and Technology verticals. From 1997 to 2004, Mr. Sinha held a variety of other management roles. Prior to joining Cognizant in 1997, Mr. Sinha worked with Tata Consultancy Services and CMC Limited, an IT solutions provider. Mr. Sinha has a Bachelor of Science degree from Patna Science College, Patna and an MBA degree from the Birla Institute of Technology, Mesra. 
(16)Robert Telesmanic has been our Senior Vice President, Controller and Chief Accounting Officer since January 2017, a Senior Vice President since 2010 and our Corporate Controller since 2004. Prior to that, he served as our Assistant Corporate Controller from 2003 to 2004. Prior to joining Cognizant, Mr. Telesmanic spent over 14 years with Deloitte & Touche LLP. Mr. Telesmanic has a Bachelor of Science degree from New York University and an MBA degree from Columbia University. 
(17)Santosh Thomas has been our Executive Vice President and President, Global Growth Markets since August 2016. Prior to his current role, Mr. Thomas served as our Head, Growth Markets from 2011 through July 2016. From 1999 to 2011, Mr. Thomas held various senior positions at Cognizant including leading Continental European operations and various roles in client relationships and market development in North America. Prior to joining Cognizant in 1999, Mr. Thomas worked with Informix and HCL Hewlett Packard Limited. Mr. Thomas has an undergraduate degree in engineering from RV College of Engineering, Bangalore and a Postgraduate Diploma in Business Management from the XLRI - Xavier School of Management in India.
(18)Srinivasan Veeraraghavachary has been our Executive Vice President, Chief Operating Officer since August 2016. Prior to his current role, Mr. Veeraraghavachary served as our Executive Vice President, Products and Resources from December 2013 to November 2016 and as our Senior Vice President, Products and Resources from 2011 to December 2013. Previously, he served in various senior management positions in our BFS practice and in our central U.S. operations. Mr. Veeraraghavachary joined Cognizant in 1998. Mr. Veeraraghavachary has a Bachelor degree in Mechanical Engineering from the National Institute of Technology (formerly the Regional Engineering College) in Trichy, India and an MBA degree from the Indian Institute of Management in Calcutta, India.
None of our executive officers is related to any other executive officer or to any of our Directors. Our executive officers are appointed annually by the Board of Directors and generally serve until their successors are duly appointed and qualified.

Corporate History
We began our IT development and maintenance services business in early 1994 as an in-house technology development center for The Dun & Bradstreet Corporation and its operating units. In 1996, we were spun-off from The Dun & Bradstreet Corporation and, in 1998, we completed an initial public offering to become a public company.
Available Information
We make available the following public filings with the Securities and Exchange Commission, or the SEC free of charge through our website at www.cognizant.com as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC:
our Annual Reports on Form 10-K and any amendments thereto;
our Quarterly Reports on Form 10-Q and any amendments thereto; and
our Current Reports on Form 8-K and any amendments thereto.
In addition, we make available our code of ethics entitled “Core Values and Code of Ethics” free of charge through our website. We intend to post on our website all disclosures that are required by law or Nasdaq Stock Market listing standards concerning any amendments to, or waivers from, any provision of our code of ethics.
No information on our website is incorporated by reference into this Form 10-K or any other public filing made by us with the SEC.




Table of Contents
Item 1A. Risk Factors
Factors That May Affect Future Results
We face various important risks and uncertainties, including those described below, that could adversely affect our business, results of operations and financial condition and, as a result, cause a decline in the trading price of our common stock.
Risks RelatingRelated to our Business and Operations
We face intense competition from other service providers.
The markets for technology, digital and outsourcing services are highly competitive, characterized by a large number of participants and subject to rapid change. Various competitors in all or some of such markets include:
systems integration firms;
contract programming companies;
application software companies;
cloud computing service providers;
large or traditional consulting companies;
professional services groups of computer equipment companies;
infrastructure management and outsourcing companies; and
boutique digital companies.
These markets also include numerous smaller local competitors in the various geographic markets in which we operate or intend to operate which may have more experience with operations in these markets or be able to provide services and solutions at lower costs or on terms more attractive to customers than we can. Additionally, these companies may have long-standing or well-established relationships with desired customers which may put us at a competitive disadvantage. Our direct competitors include, among others, Accenture, Atos, Capgemini, Deloitte Digital, DXC Technology, EPAM Systems, Genpact, HCL Technologies, IBM Global Services, Infosys Technologies, Tata Consultancy Services and Wipro. In certain markets, our competitors may have greater financial, technical and marketing resources and name recognition and, therefore, may be better able to compete for new work and skilled professionals. Some of our competitors may be more successful than us at capturing the increasing customer demand for digital services. Increased competition in any of the various market segments in which we compete may put downward pressure on the prices we can charge for our services and, in turn, on our operating margins. Similarly, if our competitors develop and implement processes and methodologies that yield greater efficiency and productivity, they may be able to offer services similar to ours at lower prices without adversely affecting their profit margins. If we are unable to provide our customers with superior services and solutions at competitive prices or successfully market those services to current and prospective customers, our business, results of operations could be adversely affected by economic and financial condition may suffer.
We may also face competition from companies that increase in size or scope as the result of strategic mergers or acquisitions. These transactions may include consolidation activity among hardware manufacturers, software companies and vendors, and service providers, which could result in the convergence of products and services. If buyers of products and services in the markets we serve favor using a single provider of integrated products and services, such buyers may direct more business to such providers, which could have a variety of negative effects on our competitive positionpolitical conditions globally and in turn, adversely affect our business, results of operations and financial condition.

We may not be able to increase our operating margin, or our operating margin may decline, and we may not be able to improve or sustain our profitability.
We have announced a margin improvement plan to increase gradually our non-GAAP operating margins over the next two years. This plan is reliant upon a number of assumptions, including our ability to improve the efficiency of our operations, focus on higher-margin business, reduce costs and make successful investments to grow and further develop our business. There can be no assurances that we will be successful in achieving this plan, and other factors beyond our control, including the various other risks described herein, may prevent us from achieving the targeted improvements. Further, our operating margin may decline if we experience declines in demand and pricing for our services, an increase in our operating costs, including due to an imposition of new non-income related taxes or change in law or regulations related to immigration or outsourcing, or adverse fluctuations in foreign currency exchange rates. Wages in India have historically increased at a faster rate than in the United States, which has in the past and may in the future put pressure on our operating margins. Additionally, the number and type of equity-based compensation awards and the assumptions used in valuing equity-based compensation awards may change in a manner that results in increased stock-based compensation expense and lower margins.

Our operating margin, and therefore our profitability, is dependent on the rates we are able to recover for our services. If we are not able to maintain favorable pricing for our services, our operating margin and our profitability could suffer. In addition, if we are not able to maintain an appropriate utilization rate for our professionals, our profitability may suffer. If we are unable to control our costs and operate our business in an efficient manner, our operating margin, and therefore our profitability, may decline.
We face legal, reputational and financial risks from security breaches or disclosure of sensitive data or failure to comply with data protection laws and regulations.
We are dependent on information technology networks and systems to process, transmit, host and securely store electronic information and to communicate among our locations around the world and with our customers, suppliers and partners. Security breaches, employee malfeasance, or human or technological error could lead to shutdowns or disruptions of our operations and potential unauthorized disclosure of sensitive data, which in turn could jeopardize projects that are critical to the operations of our customers’ businesses. The theft and/or unauthorized use or publication of our, or our customers’, confidential information or other proprietary business information as a result of such an incident could adversely affect our competitive position and reduce marketplace acceptance of our services. Any failure in the networks or computer systems used by us or our customers could result in a claim for substantial damages against us and significant reputational harm, regardless of our responsibility for the failure.
In addition, as a global service provider with customers in a broad range of industries, we often have access to or are required to manage, utilize, collect and store sensitive data subject to various regulatory regimes, including but not limited to U.S. federal and state laws governing the protection of personal financial and health and the European Union Directive on Data Protection (to be superseded by the European Union's General Data Protection Regulation in May 2018). If unauthorized access to or disclosure of such data in our possession or control occurs or we otherwise fail to comply with applicable laws and regulations in this regard, we could be exposed to civil or criminal enforcement actions and penalties in connection with any violation of applicable data protection laws, as well as lawsuits brought by our customers, our customers’ customers, their clients or others for breaching contractual confidentiality and security provisions or data protection laws. Laws and expectations relating to data protections continue to evolve in ways that may limit our access, use and disclosure of sensitive data, and may require increased expenditures by us or may dictate that we not offer certain types of services.
We may be the target of significant cybersecurity attacks in the future. These risks will increase as we continue to grow our cloud-based offerings and services, store and process increasingly large amounts of our customers’ data and host or manage parts of our customers’ businesses, especially in industries involving particularly sensitive data such as the financial services and healthcare industries.
Our revenues and operating results may experience significant quarterly fluctuations.
We may experience significant quarterly fluctuations in our revenues and results of operations. Among the factors that could cause these variations are:
the nature, number, timing, scope and contractual terms of the projects in which we are engaged;
delays incurred in the performance of those projects;
the accuracy of estimates of resources and time required to complete ongoing projects;
changes to the financial condition of our customers;
changes in pricing in response to customer demand and competitive pressures;
longer sales cycles and ramp-up periods for our larger, more complex projects;
volatility and seasonality of our software sales;
the mix of on-site and offshore staffing;
the mix of fixed-price contracts, time-and-materials contracts and transaction or volume-based priced contracts;
employee wage levels and utilization rates;
changes in foreign exchange rates, including the Indian rupee versus the U.S. dollar;
the timing of collection of accounts receivable;
enactment of new taxes;
changes in domestic and international income tax rates and regulations;
changes to levels and types of stock-based compensation awards and assumptions used to determine the fair value of such awards; and
general economic conditions.

As a result of these or other factors, it is possible that in some future periods, our revenues and results of operations may be significantly below the expectations of public market analysts and investors. In such an event, the price of our common stock would likely be materially and adversely affected.
Our business, results of operations and financial condition will suffer if we fail to enhance our existing services and solutions and to develop new services and solutions that allow us to keep pace with rapidly evolving technological developments, including the demand for digital technologies and services.
The markets for technology, digital and outsourcing services are characterized by rapid technological change, evolving industry standards, changing customer preferences and new product and service introductions. We are currently in the midst of a shift towards increasing customer demand for digital technologies and services. Our future success will depend on our ability to develop digital and other services and solutions that keep pace with changesparticular in the markets in which we operate. We cannot be sure that we will be successful in developing digitalour clients and other new services and solutions addressing evolving technologies in a timely or cost-effective manner or that any services and solutions we do develop will be successful in the marketplace. Our failure to address the demands of the rapidly evolving technological environment couldoperations are concentrated.
Global macroeconomic conditions have a material adverse effect on our ability to retain and attract customers and on our competitive position, which could in turn have a material adversesignificant effect on our business resultsas well as the businesses of operationsour clients. Volatile, negative or uncertain economic conditions could cause our clients to reduce, postpone or cancel spending on projects with us and financial condition.could make it more difficult for us to accurately forecast client demand and have available the right resources to profitably address such client demand. Clients may reduce demand for services quickly and with little warning, which may cause us to incur extra costs where we have employed more personnel than client demand supports.
Our business results of operationsis particularly susceptible to economic and financial condition may be affected by the rate of growthpolitical conditions in the use of technology in business and the type and level of technology spending bymarkets where our customers.
Our business depends, in part, upon continued growth in the use of technology in business by our customers and prospective customers as well as their customers and suppliers. In challenging economic environments, our customers may reduceclients or defer their spending on new technologies in order to focus on other priorities, or may choose to use their own internal resources rather than engage an outside firm to perform the types of services and solutions we provide. In addition, many companies have already invested substantial resources in their current means of conducting commerce and exchanging information, and they may be unwilling or slow to adopt new approaches that could disrupt existing personnel, processes and infrastructures. If the growth of technology usage in business, or our customers’ spending on technology, declines, or if we cannot convince our customers or potential customers to embrace new technological solutions, our business, results of operations and financial condition could be adversely affected.
Most of our contracts with our customers are short-term, and our business, results of operations and financial condition could be adversely affected if our customers terminate their contracts on short notice.
Consistent with industry practice, most of our contracts with our customers are short-term. A majority of our contracts can be terminated by our customers with short notice and without significant early termination cost. Terminations may occur as a result of, among other things, any failure on our part to satisfy our contractual commitments or more broadly satisfy our customers’ expectations with respect to the services we provide. Our customers may also decide at any time to switch to a different provider or undertake the work themselves due to cost or other considerations. Terminations may also result from factors that are beyond our control and unrelated to our work product or the progress of the project, including the business or financial condition of a customer, changes in ownership, management or the strategy of a customer or economic or market conditions generally or specific to a customer’s industry. When contracts are terminated, we lose the anticipated revenues and might not be able to eliminate our associated costs in a timely manner. Consequently, our operating margins in subsequent periods could be lower than expected. If we are unable to replace the lost revenues with other work on terms we find acceptable or effectively eliminate costs, our business, results of operations and financial condition could be adversely affected.
If our pricing structures are based on inaccurate expectations and assumptions regarding the cost and complexity of performing our work, then our contracts could be unprofitable.
We negotiate pricing terms with our customers utilizing a range of pricing structures and conditions. We predominantly contract to provide services either on a time-and-materials basis, a fixed-price basis or volume basis. Our pricing is highly dependent on our internal forecasts and predictions about our projects and the marketplace, which might be based on limited data and could turn out to be inaccurate. We face a number of risks when pricing our contracts as many of our projects entail the coordination of operations and workforces in multiple locations and utilizing workforces with different skill sets and competencies across geographically diverse service locations. Our pricing, cost and operating margin estimates for the work that we perform frequently include anticipated long-term cost savings from transformational and other initiatives that we expect to achieve and sustain over the life of the contract. There is a risk, particularly for our fixed-price and transaction or volume-based priced contracts, that we will underprice our projects, fail to accurately estimate the costs of performing the work or fail to accurately assess the risks associated with potential contracts. In particular, any increased or unexpected costs, delays, failures to achieve anticipated cost savings, or unexpected risks we encounter in connection with the performance of this work,

including those caused by factors outside our control, could make these contracts less profitable or unprofitable, which could have an adverse effect on our business, results of operations and financial condition.

The outcome of the internal investigation being conducted under the oversight of our Audit Committee of possible violations of the U.S. Foreign Corrupt Practices Act, or FCPA, and similar laws and related litigation could have a material adverse effect on our business, annual and interim results of operations, cash flows and financial condition.
The Company is conducting an internal investigation focused on whether certain payments relating to Company-owned facilities in India were made improperly and in possible violation of the U.S. Foreign Corrupt Practices Act, or FCPA, and other applicable laws. The investigation is also examining various other payments made in small amounts in India that may not have complied with Company policy or applicable law. In September 2016, we voluntarily notified the Department of Justice, or DOJ, and the Securities and Exchange Commission, or SEC, and are cooperating fully with both agencies. The investigation is being conducted under the oversight of the Audit Committee, with the assistance of outside counsel.
In 2016, there were putative securities class action complaints filed, naming us and certain of our current and former officers as defendants and alleging violations of the Securities Exchange Act of 1934, as amended, or the Exchange Act, based on allegedly false or misleading statements related to potential violations of the FCPA, our business, prospects and operations, and the effectiveness of our internal control over financial reporting and our disclosure controls and procedures. Additionally, in 2017 and 2016, putative shareholder derivative complaints were filed, naming us, certain of our directors and certain of our current and former officers as defendants. See the section titled "Part I, Item 3. Legal Proceedings."

The outcome of the putative class action litigation, derivative lawsuit, or any other litigation is necessarily uncertain. We could be forced to expend significant resources in the defense of these lawsuits or future ones, and we may not prevail. The imposition of any sanctions, remedial measures or judgments against us could have a material adverse effect on our business, results of operations and financial condition.
If we fail to maintain appropriate internal controls, we may not be able to report our financial results accurately, which may adversely affect our stock price and our business.
Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations require our management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. We have committed and will be required to continue to commit significant financial and managerial resources in order to comply with these requirements. As described in "Item 9A - Controls and Procedures," during the closing process for the third quarter of 2016, we identified a material weakness in our internal control over financial reporting, which we remediated as of December 31, 2017. Other material weaknesses, significant deficiencies or deficiencies may develop or be identified in the future.
Further, we are required to integrate any acquired businesses into our system of disclosure controls and procedures and internal control over financial reporting. Companies we acquire, prior to being acquired by us, may not be required to implement or maintain the disclosure controls and procedures or internal control over financial reporting that are required of public companies. We cannot provide assurance as to how long the integration process may take.
Internal control over financial reporting has inherent limitations, including human error and the possibility that controls could be circumvented or be inadequate because of changed conditions or fraud. If we are unable to maintain effective internal controls, we may not have adequate, accurate or timely financial information, and we may be unable to meet our reporting obligations as a publicly traded company or comply with the requirements of the SEC or the Sarbanes-Oxley Act of 2002. This could result in a restatement of our financial statements, the imposition of sanctions, or investigation by regulatory authorities, and could cause investors to lose confidence in our reported financial information. Any such consequence or other negative effect resulting from our inability to meet our reporting requirements or comply with legal and regulatory requirements, as well as any disclosure of an accounting, reporting or control issue, could adversely affect the trading price of our common stock and our business.
We may not be able to successfully acquire target companies or integrate acquired companies or technologies into our company, and we may become subject to certain liabilities assumed or incurred in connection with our acquisitions that could harm our business, results of operations and financial condition.
If we are unable to complete acquisitions of the number, magnitude and nature we have targeted, or if we are inefficient or unsuccessful at integrating any acquired businesses into our operations, we may not be able to achieve our planned rates of growth or improve our market share, profitability or competitive position in specific markets or services. The process of acquiring and integrating a company, business, or technology has created, and will continue to create, operating difficulties. The risks we face include:

diversion of management time and focus from operating our core business to acquisition and integration challenges;
failure to successfully integrate the acquired business into our operations, including cultural challenges associated with integrating and retaining employees; and
failure to achieve anticipated efficiencies and benefits, realize our strategic objectives or further develop the acquired business.
Although we conduct due diligence in connection with each of our acquisitions, there may be liabilities that are not properly disclosed to us, that we fail to discover or that we inadequately or incorrectly assess. In particular, to the extent that any acquired business failed to comply with or otherwise violated applicable laws or regulations, failed to fulfill contractual obligations to customers or incurred material liabilities or obligations to customers that are not identified during the diligence process, we, as the successor owner, may be financially responsible for these violations, failures and liabilities and may suffer financial and/or reputational harm or otherwise be adversely affected. In addition, as part of an acquisition, we may assume responsibilities and obligations of the acquired business pursuant to the terms and conditions of agreements entered into by the acquired entity that are not consistent with the terms and conditions that we typically accept and require. We also have been and may in the future be subject to litigation or other claims in connection with an acquired business, including claims from employees, customers, stockholders, or other third parties. Any material liabilities associated with our acquisitions could harm our business, results of operations and financial condition.
System failures, system outages or operational disruptions in our communications or information technology systems and infrastructure could negatively impact our operations and ability to provide our services and solutions, which would have an adverse effect on our business, results of operations and financial condition.
To deliver our services and solutions to our customers, we rely upon high speed networks, including satellite, fiber optic and land lines operated by third parties, to provide active voice and data communications 24 hours per day between our main operating offices in India, our other global delivery centers, the offices of our customers and our associates worldwide. Any systems failure or outage or a significant disruption in such communications or in our information technology systems and infrastructure could result in curtailed operations, a loss of customers and reputational damage, which would have an adverse effect on our business, results of operations and financial condition.
Our business, results of operations and financial condition could be impaired if we lose key members of our management team.
Our future performance depends upon the continued service of the key members of our management team. Competition for experienced executive officers and other key employees in the industries in which we compete is intense, and there can be no assurance that we will be able to retain key persons, or that we will be successful in attracting and retaining replacements in the future. The loss of any one or more of our executive officers or significant employees, or the failure to attract, integrate and retain additional talent, could have a material adverse effect on our business, results of operations and financial condition. We do not maintain key man life insurance on any of our executive officers or significant employees.
In addition, our business could be harmed if any key member of our management team leaves our employment and joins one of our competitors. Currently, we have entered into non-competition agreements with most of our executive officers. We cannot be certain, however, that the restrictions in these agreements prohibiting such executive officers from engaging in competitive activities would be enforceable.
Competition for highly-skilled technical personnel is intense, and our ability to compete for and manage customer engagements depends on our ability to attract and retain such personnel.
Our ability to maintain and renew existing customer engagements and obtain new business depends to a significant extent on our ability to attract, train and retain highly-skilled technical personnel so as to keep our supply of skills and resources in balance with customer demand. In particular, in order to serve customer needs and grow our business, we must attract, train and retain appropriate numbers of talented people, including project managers, IT engineers and other senior technical personnel, who are able to keep pace with continuing changes in information technology, evolving industry standards and changing customer preferences. We cannot guarantee that we will be able to train and assimilate new employees successfully. In addition, we believe there is a shortage of, and significant competition for, professionals with the advanced technological skills we require, especially in the area of digital technologies and services. We have subcontracted in the past, and may continue to subcontract in the future, with other service providers in order to meet our obligations to our customers. If we are unable to attract and retain highly-skilled technical personnel in the numbers and locations and with the advanced technological skills we require, our ability to effectively execute upon our current projects, including the provision of digital technologies and services, and to develop new business, could be jeopardized and our business, results of operations and financial condition adversely affected.

Our business could be negatively affected if we incur legal liability in connection with providing our services and solutions.
If we fail to meet our contractual obligations or otherwise breach obligations to our customers, we could be subject to legal liability. If we cannot, or do not, meet our contractual obligations to provide services and solutions, and if our exposure is not adequately limited through the enforceable terms of our agreements, we might face significant legal liability and our business, results of operations and financial condition could be adversely affected.
In the normal course of business and in conjunction with certain customer engagements, we have entered into contractual arrangements through which we may be obligated to indemnify customers or other parties with whom we conduct business with respect to certain matters. These arrangements can include provisions whereby we agree to provide indemnification with respect to third-party claims, including matters such as our breach of certain representations or covenants, our infringement of the intellectual property of others, our violation of laws or our gross negligence or willful misconduct. Payments by us under any of these arrangements are generally conditioned on the customer making a claim and providing us with full control over the defense and settlement of such claim. It is not possible to determine our maximum potential exposure under these arrangements due to the unique facts and circumstances involved in each particular agreement. If events arise requiring us to make payment for indemnification claims under our contractual indemnification obligations, such payments could have a material impact on our business, results of operations and financial condition.
Additionally, our customers may perform audits or require us to perform audits and provide audit reports with respect to the controls and procedures that we use in the performance of services for such customers, especially when we process data belonging to them. Our ability to acquire new customers and retain existing customers may be adversely affected and our reputation could be harmed if we receive a qualified opinion, or if we cannot obtain an unqualified opinion in a timely manner, with respect to our controls and procedures in connection with any such audit. We could also incur liability if our controls and procedures, or the controls and procedures we manage for a customer, were to result in an internal control failure or impair our customer’s ability to comply with its own internal control requirements.
We increasingly provide complex services and solutions for our customers and, if we do not satisfy customer expectations or if customers cancel their engagements with us, our business, results of operations and financial condition could be harmed.
The increased breadth of our service and solution offerings has resulted and may continue to result in larger and more complex projects with our customers. This requires us to establish closer relationships with our customers and achieve a thorough understanding of their operations. Our ability to establish such relationships depends on a number of factors, including the proficiency of our professionals and our management personnel. Our failure to understand our customer requirements or our failure to deliver services and solutions that meet the requirements specified by our customers could result in termination of customer contracts and potential liability for significant penalties or damages, any of which could have a material adverse effect on our business, results of operations and financial condition.
Larger projects often involve multiple engagements or stages, and there is a risk that a customer may choose not to retain us for later stages or may cancel or delay additional planned engagements. Such cancellations or delays make it difficult to plan for project resource requirements and inaccuracies in such resource planning and allocation may have a negative impact on our business, results of operations and financial condition.
If we are unable to collect from our customers for our work, our business, results of operations and financial condition could be adversely affected.
Our business depends on our ability to successfully obtain payment from our customers for work performed. We evaluate the financial condition of our customers and usually bill and collect on relatively short cycles. There is no guarantee that we will accurately assess the creditworthiness of our customers. We maintain allowances against trade accounts receivable and unbilled accounts receivable. Actual losses on customer balances could differ from those that we currently anticipate and, as a result, we might need to adjust our allowances. Macroeconomic conditions could also result in financial difficulties for our customers, including limited access to the credit markets, insolvency or bankruptcy, and, as a result, could cause customers to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. Timely collection of customer balances also depends on our ability to complete our contractual commitments and bill and collect our contracted fees. If we do work for a customer but are nevertheless unable to meet our contractual commitments, we may not be entitled to collect for our work or may collect reduced amounts and/or experience delays in collection. Any delay or inability to collect from our customers for our work may adversely affect our business, results of operations, cash flows and financial condition.

We rely on third parties for certain software products.
Certain of our software products contain components that are developed by third parties. In addition, we resell certain software products of third parties and we use third-party software products to deliver our services and solutions. We may not be able to replace the functions provided by these third-party software components or products if they become obsolete, defective, or incompatible with future versions of our products or with our services and solutions, or if they are not adequately maintained or updated. Any defects in or significant interruption in the availability of these third-party software products or components could harm the sale of our products and our delivery of services and solutions to our customers unless and until we can secure or develop an alternative source. If we fail to comply with the license terms applicable to third party software, we could be liable to the owners of the software for damages. In addition, third-party suppliers of software or other intellectual property assets could be unwilling to permit us to use or to continue to use their intellectual property and this could impede or disrupt use of their products or services by our customers and us. If our ability to provide services and solutions to our customers is impaired as a result of any such denial, our business, results of operations and financial condition could be adversely affected.
Alternate sources for the technologies currently licensed to us may not be available to us in a timely manner, may not provide us with the same functions as currently provided or may be more expensive. Further, our success depends on our ability to maintain our existing relationships with third-party software providers and build new relationships with other providers in order to enhance our services and remain competitive. If we are unable to maintain such existing relationships and successfully build new relationships, our business, results of operations, and financial condition could suffer.
We are exposed to credit risk and fluctuations in the market values of our investment and derivatives portfolios.
Any deterioration of the credit and capital markets in the United States, Europe or other regions of the world could result in volatility of our investment earnings and impairments to our investment portfolio, which could negatively impact our financial condition and reported income. Changes in economic conditions could adversely affect the ability of counterparties, including counterparties to our foreign exchange forward contracts, to meet their obligations to us.
concentrated. Our revenues are highly dependent on customers concentrated in certain industries, including the financial services and healthcare industries. Consolidation and factors that negatively affect these industries may adversely affect our business, results of operations and financial condition.
During the year ended December 31, 2017, we earned 38.1% of our revenues from our financial services business segment, which includes banking and insurance customers, and 28.8% from our healthcare business segment, which includes healthcare and life sciences customers. Significant consolidation or a decrease in growth in the financial services industry or the healthcare industry may reduce the demand for our services and negatively affect our business, financial condition and results of operations. For example, two or more of our current customers may merge or consolidate and combine their operations, which may cause us to lose work or lose the opportunity to gain additional work. The increased market power of larger companies may also increase competitive and pricing pressures on us. Any of these possible results of industry consolidation could adversely affect our business, results of operations and financial condition. In addition, if we are unable to successfully anticipate changing regulatory, economic and political conditions affecting the industries in which we operate, we may be unable to effectively plan for or respond to those changes, and our business, results of operations and financial condition could be negatively affected.
Our revenues are highly dependent on customersclients located in the United States and Europe. Any weakeningEurope, and any adverse economic, political or legal uncertainties or adverse developments, including due to the uncertainty related to the potential economic and regulatory impacts of economic conditionsthe United Kingdom's exit from the European Union, may cause clients in these markets maygeographies to reduce their spending and materially adversely affectimpact our business, results of operations and financial condition.
During the year ended December 31, 2017, 77.3%business. Many of our revenues were derived from customers located in North America and 16.2% of our revenues were derived from customers located in Europe. Any weakening of economic conditionsclients are in the U.S. or European economies could depress the pricing for ourfinancial services and cause our customers tohealthcare industries, so any decrease in growth or significant consolidation in these industries or regulatory policies that restrict these industries may reduce or postpone their technology spending, which may in turn lower the demand for our servicesservices. Economic and negatively affect our business, results of operations and financial condition.
If we do not continue to improve our operational, financial and other internal controls and systems to manage our growth and size, our business, results of operations and financial condition could be adversely affected.
Our historic and anticipated growth will continue to placepolitical developments in India, where a significant demands on our management and other resources, and will require us to continue to develop and improve our operational, financial and other internal controls. In particular, our growth has presented and will continue to present challenges with respect to:
recruiting, training and retaining technical, finance, marketing and management personnel with the knowledge, skills and experience that our business model requires;
maintaining high levels of customer satisfaction;

developing and improving our internal administrative infrastructure, particularly our financial, operational, communications and other internal systems;
preserving our culture, values and entrepreneurial environment; and
effectively managing our personnel and operations and effectively communicating to our personnel worldwide our core values, strategies and goals.
In addition, the increasing size and scope of our operations increase the possibility that a member of our personnel will engage in unlawful or fraudulent activity, breach our contractual obligations, or otherwise expose us to unacceptable business risks, despite our efforts to train our people and maintain internal controls to prevent such instances. If we do not continue to develop and implement the right processes and tools to manage our enterprise, our business, results of operations and financial condition could be adversely affected.
We may not be able to pay dividends or repurchase shares of our common stock in accordance with our announced intent or at all.
In February 2017 we announced a plan to return $3.4 billion to stockholders by the end of 2018 through a combination of stock repurchases and cash dividends. As part of this plan, we have undertaken accelerated stock repurchase programs to repurchase a total of $1.8 billion of our Class A common stock and paid $265 million for dividends in 2017. Following the passage of the Tax Cuts and Jobs Act, or the Tax Reform Act, and due in part to the benefits we expect to receive under such act, in February 2018 we announced an increase in our quarterly dividend and have indicated that our Board of Directors intends to continue to review the capital return plan for potential future increases, subject to our financial performance, economic outlook and any other relevant considerations.
The Board of Directors’ determinations regarding dividends and share repurchases will depend on a variety of factors, including amount and location of our cash and investment balances, net income, cash flow generated from operations, overall liquidity position and potential alternative uses of cash, such as acquisitions, as well as economic conditions and expected future financial results. There can be no guarantee that we will achieve our announced capital return plan in the amounts or within the expected time frame that we have indicated, or at all. Our ability to declare future dividends will depend on our future financial performance, which in turn depends on the successful implementation of our strategy and on financial, competitive, regulatory, technical and other factors, general economic conditions, demand and prices for our services and other factors specific to our industry or specific projects, many of which are beyond our control. Therefore, our ability to generate cash flow depends on the performancemajority of our operations and could be limited by decreasestechnical personnel are located, or in other countries where we maintain delivery operations, may also have a significant impact on our profitability or increases inbusiness and costs regulatory changes, capital expenditures or debt servicing requirements.
Any failure to achieve our announced capital return plan could negatively impact our reputation, harm investor confidence in us,of operations. As a developing country, India has experienced and cause the market price of our common stock to decline.
Risks Relating to our International Operations
Our global operations are subject to complex risks, some of which might be beyond our control.
We have offices and operations in various countries around the world and provide services to customers globally. In 2017, 77.3% of our revenues were attributable to the North American region, 16.2% were attributable to the European region, and the remainder was attributable to the rest of the world, primarily Asia Pacific. We anticipate that revenues from customers outside North America willmay continue to account for a material portion of our revenues in the foreseeable future and may increase as we expand our international presence.
We may be subject to risks inherently associated with international operations, including risks associated with foreign currency exchange rate fluctuations, difficulties in enforcing intellectual property and/or contractual rights, the burdens of complying with a wide variety of foreign laws and regulations, potentially adverse tax consequences, tariffs, quotas and other barriers, potential difficulties in collecting accounts receivable, international hostilities, terrorism and natural disasters. We may also face difficulties integrating new facilities in different countries into our existing operations, as well as integrating employees that we hire in different countries into our existing corporate culture. If we are unable to manage the risks of our global operations, our business, results of operations and financial condition could be adversely affected.
A substantial portion of our assets and operations are located in India and we are subject to regulatory, economic, political and other uncertainties in India.
We intend to continue to develop and expand our offshore facilities in India where a majority of our technical professionals are located. While wage costs are lower in India than in the United States and other developed countries for comparably skilled professionals, wages in India have historically increased at a faster rate than in the United States and other

countries in which we operate. If this trend continues in the future, it would result in increased costs for our skilled professionals and thereby potentially reduce our operating margins. Also, there is no assurance that, in future periods, competition for skilled professionals will not drive salaries higher in India, thereby resulting in increased costs for our technical professionals and reduced operating margins.
In the past, the Indian economy has experienced many of the problems that commonly confront the economies of developing countries, includingexperience high inflation erraticand wage growth, fluctuations in gross domestic product growth and volatility in currency exchange rates. The Indian government has exercised,rates, any of which could materially adversely affect our cost of operations. Additionally, we benefit from governmental policies in India that encourage foreign investment and continues to exercise, significant influence over many aspectspromote the ease of the Indian economy and Indian government actions concerning the economy could have a material adverse effect on private sector entities like us. In the past, the Indian government has provided significantdoing business, such as tax incentives, and relaxed certain regulatory restrictions in order to encourage foreign investment in specified sectors of the economy, including the software development services industry. Changes in government leadership in India or aany change in policies of the existing government in Indiapolicy or circumstances that results in the elimination of anysuch benefits or degradation of the benefits realized by us from our Indian operationsrule of law, or the imposition of new taxes applicable to suchadverse restrictions or costs on our operations could have a material adverse effect on our business, results of operations and financial condition.
The COVID-19 pandemic has had a significant and continuing adverse impact upon, and this or other pandemics may have a material adverse impact upon, our business, liquidity, results of operations and financial condition.
The ongoing global COVID-19 pandemic has caused and continues to cause significant loss of life and interruption to the global economy and has resulted in the curtailment of activities by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, including through business and transportation shutdowns and restrictions on people’s movement and congregation. Among other things, many of our and our clients’ offices have been closed and employees have been working from home and many consumer-facing businesses have closed or are operating at a significantly reduced level to observe various social distancing requirements and government-mandated closures. The overall result has been a dramatic reduction in activity in the global economy, a reduction in demand for many products and services and significant adverse impacts to the financial markets, including the trading price of our common stock in the past and potentially in the future.
The COVID-19 pandemic has had a significant and continuing adverse impact upon, and this or other pandemics may have a material adverse impact upon, our business, liquidity, results of operations and financial condition, including as a result of the following:
Reduced client demand for services – The vast majority of our business is with clients in the United States, the United Kingdom and other countries in Europe, all regions that have been hard hit by the pandemic. The COVID-19 pandemic has reduced, and other future pandemics could reduce, demand for our services, particularly in regions that have been hit hard by the pandemic and from clients in the retail, consumer goods, travel and hospitality, and communications and media industries, and is likely to continue to result in reduced demand for our services as clients across many industries face reduced demand for their products and services. Among other things, some of our clients have postponed, cancelled or scaled-back existing projects and not entered into or reduced the scope of potential projects, and may continue to do so.
Client pricing pressure, payment term extensions and insolvency risk – As clients face reduced demand for their products and services, reduce their business activity and face increased financial pressure on their businesses, we have faced and may continue to face downward pressure on our pricing and gross margins due to pricing
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concessions to clients and requests from clients to extend payment terms. In addition, some of our clients have requested and may continue to request extended payment terms, which may have an adverse effect on our cash flows from operations. We may also face a significantly elevated risk of client insolvency, bankruptcy or liquidity challenges where we may perform services and incur expenses for which we are not paid.
Delivery challenges – Due to the closures of many of our and our clients’ facilities, including as a result of various orders from national, state or local governments, we have faced and may continue to face, in the near term or in future pandemics, challenges in delivering services to our clients and satisfying contractually agreed upon service levels. The pandemic, particularly in India, but also in the Philippines and other countries where we have near-shore or offshore delivery operations for clients, as well as our in-country offices and offices of clients where our associates may normally work, has impacted and may continue to impact our ability to deliver services to clients. Our operatingwork-from-home arrangements for many of our employees may increase our exposure to security breaches or cyberattacks. The ransomware attack we were subject to in April 2020 compounded the challenges we faced in enabling work-from-home arrangements and resulted in setbacks and delays to such efforts. A significant worsening of the pandemic, particularly in India, or another security incident during the pandemic, could materially impair our ability to deliver services to clients to an extent that may have a material adverse impact to our business, liquidity, results of operations and financial condition.
Increased costs – We face increased costs from the pandemic, including as a result of mitigation efforts such as enabling increased work-from-home capabilities and additional health and safety measures.
Diversion of and strain on management and other corporate resources – Addressing the significant personal and business challenges presented by the pandemic, including various business continuity measures and the need to enable work-from-home arrangements for many of our associates, has demanded significant management time and attention and strained other corporate resources, and is expected to continue to do so. Among other things, this may adversely impact our client and associate development and our ability to execute our strategy and various transformation initiatives.
Reduced employee morale and productivity – The significant personal and business challenges presented by a pandemic, including the COVID-19 pandemic, such as the potentially life-threatening health risks to employees and their families and friends, the closures of schools and the unavailability of various services our employees may rely upon, such as childcare, have been and may be a cause of employee morale concerns and may adversely impact employee productivity.
The COVID-19 pandemic continues to evolve. The ultimate extent to which the pandemic impacts our business, liquidity, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the delivery and effectiveness of vaccines, future mutations of the COVID-19 virus and any resulting impact on the effectiveness of vaccines, the duration and extent of the pandemic and waves of infection, travel restrictions and social distancing, the duration and extent of business closures and business disruptions and the effectiveness of actions taken to contain, treat and prevent the disease. If we or our clients experience prolonged shutdowns or other business disruptions, our business, liquidity, results of operations, financial condition and the trading price of our common stock may be materially adversely affected, by fluctuationsand our ability to access the capital markets may be limited.
If we are unable to attract, train and retain skilled employees to satisfy client demand, including highly skilled technical personnel and personnel with experience in key digital areas, as well as senior management to lead our business globally, our business and results of operations may be materially adversely affected.
Our success is dependent, in large part, on our ability to keep our supply of skilled employees, including project managers, IT engineers and senior technical personnel, in particular those with experience in key digital areas, in balance with client demand around the Indian rupeeworld and on our ability to attract and retain senior management with the knowledge and skills to lead our business globally. Each year, we must hire tens of thousands of new employees and reskill, retain, and motivate our workforce of hundreds of thousands of employees with diverse skills and expertise in order to serve client demands across the globe, respond quickly to rapid and ongoing technological, industry and macroeconomic developments and grow and manage our business. We also must continue to maintain an effective senior leadership team that, among other foreign currency exchangethings, is effective in executing on our strategic goals and growing our digital business. The loss of senior executives, or the failure to attract, integrate and retain new senior executives as the needs of our business require, could have a material adverse effect on our business and results of operations.
Competition for skilled labor is intense and, in some jurisdictions and service areas in which we operate and, in particular, in key digital areas, there are more open positions than qualified persons to fill these positions. Our business has experienced and may continue to experience significant employee attrition, which may cause us to incur increased costs to hire new employees with the desired skills. Costs associated with recruiting and training employees are significant. If we are unable to hire or deploy employees with the needed skillsets or if we are unable to adequately equip our employees with the skills needed,
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this could materially adversely affect our business. Additionally, if we are unable to maintain an employee environment that is competitive and appealing, it could have an adverse effect on engagement and retention, which may materially adversely affect our business.
We face challenges related to growing our business organically as well as inorganically through acquisitions, and we may not be able to achieve our targeted growth rates.
Achievement of our targeted growth rates restrictions on the deploymentrequires continued significant organic growth of cash acrossour business as well as inorganic growth through acquisitions. To achieve such growth, we must, among other things, continue to significantly expand our global operations, increase our product and service offerings, in particular with respect to digital, and scale our use of derivative financial instruments.
Although we report our operating results in U.S. dollars, a portioninfrastructure to support such business growth. Continued business growth increases the complexity of our revenuesbusiness and expensesplaces significant strain on our management, employees, operations, systems, delivery, financial resources, and internal financial control and reporting functions, which we will have to continue to develop and improve to sustain such growth. We must continually recruit and train new employees, retain and reskill, as necessary, existing sales, technical, finance, marketing and management employees with the knowledge, skills and experience that our business model requires and effectively manage our employees worldwide to support our culture, values, strategies and goals. Additionally, we expect to continue pursuing strategic and targeted acquisitions and investments to enhance our offerings of services and solutions or to enable us to expand our talent, experience and capabilities in key digital areas or in particular geographies or industries. We may not be successful in identifying suitable opportunities, completing targeted transactions or achieving the desired results, and such opportunities may divert our management's time and focus away from our core business. We may face challenges in effectively integrating acquired businesses into our ongoing operations and in assimilating and retaining employees of those businesses into our culture and organizational structure. If we are denominatedunable to manage our growth effectively, complete acquisitions of the number, magnitude and nature we have targeted, or successfully integrate any acquired businesses into our operations, we may not be able to achieve our targeted growth rates or improve our market share, profitability or competitive position generally or in currenciesspecific markets or services.
We may not be able to achieve our profitability goals and maintain our capital return strategy.
Our goals for profitability and capital return rely upon a number of assumptions, including our ability to improve the efficiency of our operations and make successful investments to grow and further develop our business. Our profitability depends on the efficiency with which we run our operations and the cost of our operations, especially the compensation and benefits costs of our employees. We have incurred, and may continue to incur, substantial costs related to implementing our strategy to optimize such costs, and we may not realize the ultimate cost savings that we expect. We may not be able to efficiently utilize our employees if increased regulation, policy changes or administrative burdens of immigration, work visas or client worksite placement prevents us from deploying our employees on a timely basis, or at all, to fulfill the needs of our clients. Increases in wages and other than the U.S. dollar.costs may put pressure on our profitability. Fluctuations in foreign currency exchange rates can also have a number of adverse effects on us. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses and income, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, changes in the value of the U.S. dollar against other currencies will affect our revenues, income from operations and net income and the value of balance sheetwhen items originally denominated in other currencies. There is no guarantee that our financial results will not be adversely affected by currency exchange rate fluctuations. In addition, in some countries we could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies which could limit our ability to use these funds across our global operations. Further, as we leverage our global delivery model, a portionare translated or remeasured into U.S. dollars for presentation of our expenses is incurred in currencies other than those in which we bill for the related services. An increase in the value of certain currencies, such as the Indian rupee, against the U.S. dollar could increase costs for delivery of services at offshore sites by increasing labor and other costs that are denominated in local currency.
consolidated financial statements. We have entered into a series of foreign exchange forward contracts that are designated as cash flow hedges of certain rupee denominated payments in India. These contracts are intended to partially offset the impact of the movement of the exchange rates on future operating costs. In addition, we have also entered into foreign exchange forward contracts in ordercosts and to mitigate foreign currency risk on foreign currency denominated net monetary assets. TheHowever, the hedging strategies that we have implemented, or may in the future implement, to mitigate foreign currency exchange rate risks may not reduce or completely offset our exposure to foreign exchange rate fluctuations and may expose our business to unexpected market, operational and counterparty credit risks. Accordingly,We are particularly susceptible to wage and cost pressures in India and the exchange rate of the Indian rupee relative to the currencies of our client contracts due to the fact that the substantial majority of our employees are in India while our contracts with clients are typically in the local currency of the country where our clients are located. If we are unable to improve the efficiency of our operations, our operating margin may decline and our business, results of operations and financial condition may be materially adversely affected. Failure to achieve our profitability goals could adversely affect our business, financial condition and results of operations.
With respect to capital return, our ability and decisions to pay dividends and repurchase shares depend on a variety of factors, including the cash flow generated from operations, our cash and investment balances, our net income, our overall liquidity position, potential alternative uses of cash, such as acquisitions, and anticipated future economic conditions and financial results. Failure to maintain our capital return strategy may adversely impact our reputation with shareholders and shareholders’ perception of our business and the trading price of our common stock.
Our failure to meet specified service levels or milestones required by certain of our client contracts may result in our client contracts being less profitable, potential liability for penalties or damages or reputational harm.
Many of our client contracts include clauses that tie our compensation to the achievement of agreed-upon performance standards or milestones. Failure to satisfy these requirements could significantly reduce our fees under the contracts, increase the cost to us of meeting performance standards or milestones, delay expected payments, subject us to potential damage claims
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under the contract terms or harm our reputation. The use of new technologies in our offerings can expose us to additional risks if those technologies fail to work as predicted, which could lead to cost overruns, project delays, financial penalties, or damage to our reputation. Clients also often have the right to terminate a contract and pursue damage claims for serious or repeated failure to meet these service commitments. Some of our contracts provide that a portion of our compensation depends on performance measures such as cost-savings, revenue enhancement, benefits produced, business goals attained and adherence to schedule. These goals can be complex and may depend on our clients’ actual levels of business activity or may be based on assumptions that are later determined not to be achievable or accurate. As such, these provisions may increase the variability in revenues and margins earned on those contracts and have in the past, and could in the future, result in significant losses on such contracts.
We face intense and evolving competition and significant technological advances that our service offerings must keep pace with in the rapidly changing markets we compete in.
The markets we serve and operate in are highly competitive, subject to rapid change and characterized by a large number of participants, as described in “Part I, Item 1. Business-Competition.” In addition to large, global competitors, we face competition in many geographic markets from numerous smaller, local competitors that may have more experience with operations in these markets, have well-established relationships with our desired clients, or be able to provide services and solutions at lower costs or on terms more attractive to clients than we can. Consolidation activity may also result in new competitors with greater scale, a broader footprint or vertical integration that makes them more attractive to clients as a single provider of integrated products and services. In addition, concurrent use by many clients of multiple professional service providers means that we are required to be continually competitive on the quality, scope and pricing of our offerings or face a reduction or elimination of our business.
Our success depends on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology to serve the evolving needs of our clients. Examples of areas of significant change include digital-, cloud- and security-related offerings, which are continually evolving, as well as developments in areas such as AI, augmented reality, automation, blockchain, IoT, quantum computing and as-a-service solutions. If we do not sufficiently invest in new technologies, successfully adapt to industry developments and changing demand, and evolve and expand our business at sufficient speed and scale to keep pace with the demands of the markets we serve, we may be unable to develop and maintain a competitive advantage and execute on our growth strategy, which would materially adversely affect our business, results of operations and financial condition.
Our relationships with our third party alliance partners, who supply us with necessary components to the services and solutions we offer our clients, are also critical to our ability to provide many of our services and solutions that address client demands. There can be no assurance that we will be able to maintain such relationships. Among other things, such alliance partners may in the future decide to compete with us, form exclusive or more favorable arrangements with our competitors or otherwise reduce our access to their products impairing our ability to provide the services and solutions demanded by clients.
We face legal, reputational and financial risks if we fail to protect client and/or Cognizant data from security breaches and/or cyberattacks.
In order to provide our services and solutions, we depend on global information technology networks and systems, to process, transmit, host and securely store electronic information (including our confidential information and the confidential information of our clients) and to communicate among our locations around the world and with our clients, suppliers and partners. Security breaches, employee malfeasance, or human or technological error create risks of shutdowns or disruptions of our operations and potential unauthorized access and/or disclosure of our or our clients’ sensitive data, which in turn could jeopardize projects that are critical to our operations or the operations of our clients’ businesses and have other adverse impacts on our business or the business of our clients.
Like other global companies, we and the clients and vendors we interact with face threats to data and systems, including by nation state threat actors, perpetrators of random or targeted malicious cyberattacks, computer viruses, malware, worms, bot attacks or other destructive or disruptive software and attempts to misappropriate client information and cause system failures and disruptions. For example, in April 2020, we announced a security incident involving a Maze ransomware attack. The attack resulted in unauthorized access to certain data and caused significant disruption to our business.
A security compromise of our information systems, or of those of businesses with which we interact, that results in confidential information being accessed by unauthorized or improper persons, could harm our reputation and expose us to regulatory actions, client attrition due to reputational concerns or otherwise, containment and remediation expenses, and claims brought by our clients or others for breaching contractual confidentiality and security provisions or data protection laws. Monetary damages imposed on us could be significant and may impose costs in excess of insurance policy limits or not be covered by our insurance at all. Techniques used by bad actors to obtain unauthorized access, disable or degrade service, or
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sabotage systems continuously evolve and may not immediately produce signs of intrusion, and we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, a security breach could require that we expend substantial additional resources related to the security of our information systems, diverting resources from other projects and disrupting our businesses. Any remediation measures that we have taken or that we may undertake in the future in response to the security incident announced in April 2020 or other security threats may be insufficient to prevent future attacks.
We are required to comply with increasingly complex and changing data security and privacy regulations in the United States, the United Kingdom, the European Union and in other jurisdictions in which we operate that regulate the collection, use and transfer of personal data, including the transfer of personal data between or among countries. For example, the European Union’s General Data Protection Regulation has imposed stringent compliance obligations regarding the handling of personal data and has resulted in the issuance of significant financial penalties for noncompliance. In the United States, there have been proposals for federal privacy legislation and many new state privacy laws are on the horizon. Recently enacted legislation, such as the California Consumer Privacy Act, and its successor the California Privacy Rights Act that will go into effect on January 1, 2023, impose extensive privacy requirements on organizations governing personal information. Existing U.S. sectoral laws such as the Health Insurance Portability and Accountability Act also impose extensive privacy and security requirements on organizations operating in the healthcare industry, which we serve. Additionally, in India, the Personal Data Protection Bill, 2019 continues to make progress through the Indian Parliament. If enacted in its current form it would impose stringent obligations on the handling of personal data, including certain localization requirements for sensitive data. Other countries have enacted or are considering enacting data localization laws that require certain data to stay within their borders. We may also face audits or investigations by one or more domestic or foreign government agencies or our clients pursuant to our contractual obligations relating to our compliance with these regulations. Complying with changing regulatory requirements requires us to incur losses fromsubstantial costs, exposes us to potential regulatory action or litigation, and may require changes to our usebusiness practices in certain jurisdictions, any of derivative financial instrumentswhich could materially adversely affect our business operations and operating results.
If our risk management, business continuity and disaster recovery plans are not effective and our global delivery capabilities are impacted, our business and results of operations may be materially adversely affected and we may suffer harm to our reputation.
Our business model is dependent on our global delivery capabilities, which include coordination between our delivery centers in India, our other global and regional delivery centers, the offices of our clients and our associates worldwide. System failures, outages and operational disruptions may be caused by factors outside of our control, such as hostilities, political unrest, terrorist attacks, natural disasters (including events that couldmay be caused or exacerbated by climate change), and public health emergencies and pandemics, such as the COVID-19 pandemic, affecting the geographies where our people, equipment and clients are located. For example, we have substantial global delivery operations in Chennai, India, a materialcity that has experienced severe rains, flooding and droughts in recent years and is at significant risk of increasingly severe natural disasters in future years as a result of climate change. Our risk management, business continuity and disaster recovery plans may not be effective at preventing or mitigating the effects of such disruptions, particularly in the case of catastrophic events or longer term developments, such as the impacts of climate change. Any such disruption may result in lost revenues, a loss of clients and reputational damage, which would have an adverse effect on our business, results of operations and financial condition.
Our global operations expose usA substantial portion of our employees in the United States, United Kingdom, European Union and other jurisdictions rely on visas to numerouswork in those areas such that any restrictions on such visas or immigration more generally or increased costs of obtaining such visas or increases in the wages we are required to pay associates on visas may affect our ability to compete for and sometimes conflicting legal and regulatory requirements, and violations ofprovide services to clients in these regulationsjurisdictions, which could harmmaterially adversely affect our business, results of operations and financial condition.
Because we provide servicesA substantial portion of our employees in the United States and in many other jurisdictions, including countries in Europe, rely upon temporary work authorization or work permits, which makes our business particularly vulnerable to customers throughoutchanges and variations in immigration laws and regulations, including written changes and policy changes to the world, wemanner in which the laws and regulations are interpreted or enforced, and potential enforcement actions and penalties that might cause us to lose access to such visas. The political environment in the United States, the United Kingdom and other countries in recent years has included significant support for anti-immigrant legislation and administrative changes. Many of these recent changes have resulted in, and various proposed changes may result in, increased difficulty in obtaining timely visas that could impact our ability to staff projects, including as a result of visa application rejections and delays in processing applications, and significantly increased costs for us in obtaining visas or as a result of prevailing wage requirements for our associates on visas. For example, in the United States, the prior administration adopted a number of policy changes and executive orders designed to limit immigration and the ability of immigrants to be employed, including increased scrutiny of the issuance of new and the renewal of existing H-1B visa applications and the placement of H-1B visa workers on third party worksites, increases to the prevailing wage requirements that set a minimum level of compensation for visa holders and, for entities where more than 50% of the workers in the United States hold H-1B and L-1 visas, increases in the visa costs for such entities. While a number of
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these policy changes and executive orders were stayed by the courts, the current administration may continue to seek their implementation or the implementation of similar measures in the future and there continues to be political support for potential new laws and regulations that, if adopted, may have a material adverse impact on companies like ours that have a substantial percentage of our employees on visas. Our principal operating subsidiary in the United States had more than 50% of its employees on H-1B or L-1 visas as of December 31, 2020 and, as a result, may be subject to numerous,increased costs if any such laws, regulations, policy changes or executive orders go into effect. In the EU, many countries continue to implement new regulations to move into compliance with the EU Directive of 2014 to harmonize immigration rules for intracompany transferees in most EU member states and sometimes conflicting, legal rulesto facilitate the transfer of managers, specialists and graduate trainees both into and within the region. The changes have had significant impact on matters as diverse as import/export controls, contentmobility programs and have led to new notification and documentation requirements trade restrictions, tariffs, taxation, sanctions, government affairs, internalfor companies sending employees to EU countries. Recent changes or any additional adverse revisions to immigration laws and disclosure control obligations, data privacy and labor relations. Violations of these laws or regulations in the conduct of our business could result in fines, criminal sanctions against us or our officers, prohibitions on doing business, damage to our reputation and other unintended consequences such as liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on our ability to process information and allegations by our customers that we have not performed our contractual obligations. Due to the varying degrees of development of the legal systems of the countriesjurisdictions in which we operate local laws might be insufficientmay cause us delays, staffing shortages, additional costs or an inability to protect our rights. Our failure to comply with applicable legal and regulatory requirements could have a material adverse effect on our business, results of operations and financial condition.
Among other anti-corruption laws and regulations, we are subject to the FCPA, which prohibits improper paymentsbid for or offers of improper payments to foreign officials to obtain business or any other benefit, and the U.K. Bribery Act. Violations of these laws or regulations could subject us to criminal or civil enforcement actions, including fines and suspension or disqualification from government contracting or contracting with private entities in certain highly regulated industries,fulfill projects for clients, any of which could have a material adverse effect on our business, results of operations and financial condition.

Legal, Regulatory and Legislative Risks
International hostilities, terrorist activities, other violence or war, natural disasters, pandemics and infrastructure disruptions could delay or reduce the number of new service orders we receive and impair our ability to service our customers, thereby adversely affecting our business, results of operations and financial condition.
Hostilities involving acts of terrorism, violence or war, natural disasters, global health risks or pandemics or the threat or perceived potential for these events could materially adversely affect our operations and our ability to provide services to our customers. Such events may cause customers to delay their decisions on spending for information technology, consulting, and business process services and give rise to sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our personnel and to our and our customers’ physical facilities and operations around the world. Additionally, by disrupting communications and travel, giving rise to travel restrictions, and increasing the difficulty of obtaining and retaining highly-skilled and qualified personnel, these events could make it difficult or impossible for us to deliver services to some or all of our customers. The majority of our employees are located in India, and the majority of our technical professionals in the United States and Europe are Indian nationals who are able to work in the United States and Europe only because they hold currently valid visas and work permits. Any inability to travel could cause us to incur additional unexpected costs and expenses or could impair our ability to retain the skilled professionals we need for our operations. In addition, any extended disruptions of electricity, other public utilities or network services at our facilities could also adversely affect our ability to serve our customers.
Hostilities involving the United States, the United Kingdom, India and other countries in which we provide services to our customers, as well as acts of terrorism, violence or war, natural disasters, global health risks or pandemics may reduce the demand for our services and negatively affect our revenues. If these disruptions prevent us from effectively serving our customers, our business, results of operations and financial condition could be adversely affected.

The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.

In March 2017, Prime Minister Theresa May of the United Kingdom formally began the process of withdrawing the United Kingdom from the European Union, following the June 2016 referendum in which a majority of voters in the United Kingdom supported the withdrawal, or the Brexit Referendum. The terms of the withdrawal are subject to a negotiation period that could last until March 2019. The Brexit Referendum and the ensuing process of the United Kingdom's withdrawal from the European Union has created political and economic uncertainty about the future relationship between the United Kingdom and the European Union and as to whether any other European countries may similarly seek to exit the European Union. If the United Kingdom and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the United Kingdom and other European Union member states or among the European economic area overall could be diminished or eliminated. As we have material operations in both the United Kingdom and the Rest of Europe and our global operations serve many customers with significant operations in those regions, our financial condition and results of operation may be impacted by such uncertainty.

For the year ended December 31, 2017, revenues from our customers in the United Kingdom and Rest of Europe represented 7.8% and 8.4%, respectively, of our consolidated revenues. A significant portion of our revenues from customers in the United Kingdom is generated in British pounds. This exposure subjects us to revenue risk with respect to our customers in the United Kingdom as well as to risk resulting from adverse movements in foreign currency exchange rates. In addition, for the year ended December 31, 2017, revenues from our Financial Services customers represented 38.1% of our consolidated revenues. Uncertainty regarding future United Kingdom financial laws and regulations, the withdrawal terms of the United Kingdom from the European Union and the future trade terms between the United Kingdom and the European Union could negatively impact the financial services sector, including our customers in such sector, and as a consequence adversely impact our financial condition and results of operations. Further, it is uncertain what impact the withdrawal of the United Kingdom from the European Union will have on general economic conditions in the United Kingdom, the European Union and globally. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to Intellectual Property
We may not be able to enforce or protect our intellectual property rights, which may harm our ability to compete and harm our business.
Our future success will depend, in part, on our ability to protect our software products and other solutions, data, proprietary methodologies and other valuable IP. We presently hold a limited number of issued patents, and we have filed and intend to continue to file patent applications. There is no guarantee that any patents will be issued in the United States or in any other country where we may seek protection or that they will serve as a barrier from competition from other organizations.

Additionally, the protection afforded by international patent laws as well as the enforcement actions differ from country to country. There is no guarantee that we will be able to maintain adequate protection or enforcement of our IP rights.
We also rely upon a combination of copyright, trademark and trade secret laws, non-disclosure and related contractual arrangements, and other security measures to protect our IP rights. We believe that laws, rules, regulations and treaties in effect in the United States, India and most other countries in which we operate are adequate to protect us from misappropriation or unauthorized use of our IP. However, there can be no assurance that these laws will not change in ways that may prevent or restrict our ability, or make it more expensive, to continue to protect the software, data and methodologies we use in the performance of our services or that we license to our clients. The existing laws of some countries in which we provide services, such as China, might offer only limited protection of our IP rights. There can be no assurance that the steps we have taken to protect our IP rights will be adequate to deter misappropriation, that we will be able to detect unauthorized use of our IP, or that we will be able to maintain adequate protection or enforcement of our IP rights.
Unauthorized use of our IP may result in development of software products or services that compete with our products and services and unauthorized parties may infringe upon or misappropriate our products, services or proprietary information. If we are unable to protect our IP, our business may be adversely affected and our ability to compete may be impaired.
Depending on the circumstances, we might need to grant a specific customer greater rights in IP developed or used in connection with a contract than we normally do. In certain situations, we forego the right to reuse new IP we create for a customer, which limits our ability to reuse that IP for other customers. Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects.
Our ability to enforce our software license agreements, service agreements, and other IP rights is subject to general litigation risks, as well as uncertainty as to the enforceability of our IP rights in various countries. To the extent that we seek to enforce our rights, we could be subject to claims that an IP right is invalid, otherwise not enforceable, or is licensed to the party against whom we are pursuing a claim. In addition, our assertion of IP rights may result in the other party seeking to assert alleged IP rights or assert other claims against us, which could harm our business. If we are not successful in defending such claims in litigation, we may not be able to sell or license a particular service or solution due to an injunction, or we may have to pay damages that could, in turn, harm our results of operations. In addition, governments may adopt regulations, or courts may render decisions, requiring compulsory licensing of intellectual property to others, or governments may require that products meet specified standards that serve to favor local companies. Our inability to enforce our IP rights under these circumstances may harm our competitive position and our business.
Our services or solutions could infringe upon the IP rights of others and we may be subject to claims of infringement of third-party IP rights.
We cannot be sure that our services and solutions, or the solutions of others that we offer to our customers, do not infringe on the IP rights of others. Third parties may assert claims against us or our customers alleging infringement of patent, copyright, trademark, or other intellectual property rights to solutions or services that are important to our business. Infringement claims could harm our reputation, cost us money and prevent us from offering some services or solutions. In our contracts, we generally agree to indemnify our customers for certain expenses or liabilities resulting from potential infringement of the IP rights of third parties. In some instances, the amount of our liability under these indemnities could be substantial. Any claims that products, services or processes we deliver infringe the intellectual property rights of others, regardless of the merit or resolution of such claims, may result in significant costs in defending and resolving such claims, and may divert the efforts and attention of our management and technical personnel from our business. In addition, as a result of such IP infringement claims, we could be required or otherwise decide that it is appropriate to:
pay third-party infringement claims;
discontinue using, licensing, or selling particular products, services or processes subject to infringement claims;
develop other technology not subject to infringement claims, which could be costly or may not be possible; and/or
license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms.
The occurrence of any of the foregoing could result in unexpected expenses or require us to recognize an impairment of our assets, which would reduce the value of our assets and increase expenses. In addition, if we alter or discontinue our offering of affected items or services, our revenues could be affected. If a claim of infringement were successful against us or our customers, an injunction might be ordered against our customer or our own services or operations, causing further damages.
We expect that the risk of infringement claims against us will increase if our competitors are able to obtain patents or other intellectual property rights for software products and methods, technological solutions and processes. We may be subject

to IP infringement claims from certain individuals or companies that have acquired patent portfolios for the primary purpose of asserting such claims against other companies. The risk of infringement claims against us may also increase as we continue to develop and license our IP to our customers and other third parties. Any infringement claim or litigation against us could have a material adverse effect on our business, results of operations and financial condition.
Risks Relating to Legislation and Government Regulation
Restrictions on immigration may affect our ability to compete for and provide services to customers, which could hamper our growth and cause our revenues to decline.
Our future success continues to depend on our ability to attract and retain employees with technical and project management skills, including those from developing countries, especially India. The ability of foreign nationals to work in the United States, Europe, Asia Pacific and other regions in which we have customers depends on their and our ability to obtain the necessary visas and work permits for our personnel who need to travel internationally. If we are unable to obtain such visas or work permits, or if their issuance is delayed or if their length is shortened, we may not be able to provide services to our customers or to continue to provide services on a timely and cost-effective basis, receive revenues as early as expected or manage our delivery centers as efficiently as we otherwise could, any of which could have a material adverse effect on our business, results of operations and financial condition.
Immigration and work permit laws and regulations in the countries in which we have customers are subject to legislative and administrative changes as well as changes in the application of standards and enforcement. For example, the U.S. Congress has been actively considering various proposals that would make extensive changes to U.S. immigration laws regarding the admission of high-skilled temporary and permanent workers. Further, the current U.S. administration or Congress may seek to limit the admission of high-skilled temporary and permanent workers and has issued and may continue to issue executive orders designed to limit immigration. Any such provisions may increase our cost of doing business in the United States and may discourage customers from seeking our services. Our international expansion strategy and our business, results of operations and financial condition may be materially adversely affected if changes in immigration and work permit laws and regulations or the administration or enforcement of such laws or regulations impair our ability to staff projects with professionals who are not citizens of the country where the work is to be performed.
Anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing could impair our ability to serviceserve our customersclients and materially adversely affect our business, results of operations and financial condition.
The practice of outsourcing services to organizations operating in other countries is a topic of political discussion in the United States, which is our largest market, as well as other regions in which we have customers.clients. For example, measures aimed at limiting or restricting outsourcing by U.S. companies have been put forward for consideration by the U.S. Congress and in state legislatures to address concerns over the perceived association between offshore outsourcing and the loss of jobs domestically. Further, the current U.S. administration or Congress may seek to limit outsourcing by U.S. companies. If enacted,any such measures may broaden existing restrictions on outsourcing by federal and state government agencies and on government contracts with firms that outsource services directly or indirectly, or impact private industry with measures that include tax disincentives, fees or penalties, intellectual property transfer restrictions, mandatory government audit requirements, and new standards that have the effect of restricting the use of certain business and/or work visas. In the event that any of these measures become law,measure is enacted, our ability to provide services to our customersclients could be impaired, which could adversely affect our business, results of operations and financial condition. Existing and future legislative and administrative/regulatory policies restricting the performance of business process services from an offshore location could also have a material adverse effect on our business, results of operations and financial condition.impaired.
In addition, from time to time there has been publicity about purported negative experiences associated with offshore outsourcing, such as alleged domestic job loss and theft and misappropriation of sensitive customerclient data, particularly involving service providers in India. Current or prospective customersclients may elect to perform certain services themselves or may be discouraged from utilizing global service delivery providers like us due to negative perceptions that may be associated with using global service delivery models or firms. Any slowdown or reversal of existing industry trends toward global service delivery would seriously harm our ability to compete effectively with competitors that provide the majority of their services from within the country in which our customersclients operate.

Increased regulation ofWe are subject to numerous and evolving legal and regulatory requirements and client expectations in the financial services industry, healthcare industry or other industriesmany jurisdictions in which our customerswe operate, and violations of, unfavorable changes in or an inability to meet such requirements or expectations could harm our business.
We provide services to clients and have operations in many parts of the world and in a wide variety of different industries, subjecting us to numerous, and sometimes conflicting, laws and regulations on matters as diverse as import and export controls, temporary work authorizations or work permits and other immigration laws, content requirements, trade restrictions, tariffs, taxation, anti-corruption laws (including the FCPA and the U.K. Bribery Act), the environment, government affairs, internal and disclosure control obligations, data privacy, intellectual property, employment and labor relations. We face significant regulatory compliance costs and risks as a result of the size and breadth of our business. For example, we may experience increased costs in 2021 and future years for employment and post-employment benefits in India as a result of the issuance of the Code in late 2020.
We are also subject to a wide range of potential enforcement actions, audits or investigations regarding our compliance with these laws or regulations in the conduct of our business, and any finding of a violation could subject us to a wide range of civil or criminal penalties, including fines, debarment, or suspension or disqualification from government contracting, prohibitions or restrictions on doing business, loss of clients and business, legal claims by clients and damage to our reputation.
We commit significant financial and managerial resources to comply with our internal control over financial reporting requirements, but we have in the past and may in the future identify material weaknesses or deficiencies in our internal control over financial reporting that cause us to incur incremental remediation costs in order to maintain adequate controls. As another example, in recent years we had to spend significant resources on conducting an internal investigation and cooperating with investigations by the DOJ and the SEC, both concluded in 2019, focused on whether certain payments relating to Company-owned facilities in India were made in violation of the FCPA and other applicable laws.
Governmental bodies, investors, clients and businesses are increasingly focused on ESG issues, which has resulted and may in the future continue to result in the adoption of new laws and regulations and changing buying practices. If we fail to
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keep pace with ESG trends and developments or fail to meet the expectations of our clients and investors, our reputation and business could be adversely impacted.
Changes in tax laws or in their interpretation or enforcement, failure by us to adapt our corporate structure and intercompany arrangements to achieve global tax efficiencies or adverse outcomes of tax audits, investigations or proceedings could have a material adverse effect on our effective tax rate, results of operations and financial condition.
The industriesinterpretation of tax laws and regulations in which our customers are concentrated, such as the financial services industry and the healthcare industry, are, or may be, increasingly subject to governmental regulation and intervention. For instance, the financial services industry is subject to extensive and complex federal and state regulation. As a provider of services to financial institutions, portions of our operations are examined by a number of regulatory agencies. These agencies regulate the services we provide and the mannermany jurisdictions in which we operate. For example, some financial services regulators have imposed guidelines for useoperate and the related tax accounting principles are complex and require considerable judgment to determine our income taxes and other tax liabilities worldwide. Tax laws and regulations affecting us and our clients, including applicable tax rates, and the interpretation and enforcement of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions. If wesuch laws and regulations are unable to comply with these guidelines or controls, or if our customers are unable to obtain regulatory approval to use our services where required, our business may be harmed. In addition, customers in the financial services sector have been subject to increased regulation following the enactmentchange as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act in the United States. New or changing regulations under Dodd-Frank, as well as other regulations or legislation affecting our customers in the financial services industry, may reduce demand for our services or cause us to incur costly changes in our processes or personnel, thereby negatively affecting our business, results of operations and financial condition.
The healthcare industry is highly regulated at the federal, state and local levels and is subject to changing legislative, regulatory,economic, political and other influences, particularlyfactors, and any such changes or changes in light of uncertainties posed by the result of the recent presidential election in the United States. Many healthcare laws, such as the Affordable Care Act, are complex, subject to frequent change,tax accounting principles could increase our effective worldwide income tax rate and dependent on interpretation and enforcement decisions from government agencies with broad discretion. The application of these laws to us, our customers or the specific services and relationships we have with our customers is not always clear. Our failure to anticipate accurately any changes to or the repeal of the Affordable Care Act and similar or future laws and regulations, or our failure to comply with them, could create liability for us, result in adverse publicity and negatively affect our business, results of operations and financial condition. Further, the growth of our business, results of operations and financial condition rely, in part, on customers in the healthcare industry that receive substantial revenues from governmental and other third-party payer programs. A reduction or less than expected increase in government funding for these programs, a change in allocation methodologies or the termination of our customers’ government contracts could negatively affect our customers’ businesses and, in turn, negatively impact our business, results of operations and financial condition. In addition, as a service provider to customers who are government contractors, we may in the future become involved in governmental investigations to evaluate our or our customers’ compliance with government healthcare programs, which could result in the assessment of damages, civil or criminal fines or penalties, or other sanctions, any of which could have a material adverse effect on our net income and financial condition. We routinely review and update our corporate structure and intercompany arrangements, including transfer pricing policies, consistent with applicable laws and regulations, to align with our evolving business results of operations and financial condition.
Increased regulation, changes in existing regulation or increased government intervention inprovide global tax efficiencies across the other industries in which our customers operate also may adversely affect the growth of their respective businesses and therefore negatively impact our business, results of operations and financial condition.
Risks Relating to Taxes
Our earnings and financial condition may be negatively impacted by certain tax related matters.
We are subject to income taxes innumerous jurisdictions, such as the United States, India and numerous foreign jurisdictions. Our provision for income taxes and cash tax liability could be adversely affected by numerous factors, including income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in accounting principles or interpretations and changes in tax laws. In addition, our income tax returns are subject to examination in the jurisdictionsUnited Kingdom, in which we operate. We regularly assess the likelihood of adverse outcomes resulting from these examinationsFailure to determine the adequacy ofsuccessfully adapt our provision for income taxes. An unfavorable outcome of one or more of these examinations may have an adverse effect oncorporate structure and intercompany arrangements to align with our evolving business results of operations and financial condition.
In December 2017, the United States enacted the Tax Reform Act. The one-time provisional incremental incomeachieve global tax expense recorded in 2017 related to the Tax Reform Act reflects certain assumptions based uponefficiencies may increase our interpretation of the Tax Reform Act as of January 18, 2018,worldwide effective tax rate and may change, possibly materially, as we receive additional clarification and guidance and as the interpretation of the Tax Reform Act evolves over time. Such changes could adversely impact our results of operations and financial condition in future periods.

Our earnings may be adversely affected if we change our intent not to repatriate Indian accumulated undistributed earnings.
We earn a significant amount of our earnings in India and consider Indian accumulated undistributed earnings to be indefinitely reinvested. While we have no plans to do so, events may occur that could effectively force us to change our intent not to repatriate such earnings. As a result of the Tax Reform Act, U.S. federal taxes have been provisionally accrued on these earnings, as well as other non-U.S. earnings, as of December 31, 2017 as part of the one-time transition tax. However, if we were to change our assertion that our accumulated undistributed Indian earnings are indefinitely reinvested, we would expect, based on our current interpretation of Indian tax law, to accrue additional tax expense at a rate of approximately 21% of cash available for distribution, which could have a material adverse effect on our results of operationsearnings and financial condition. This estimate is subject to change based on tax legislative developments in India and other jurisdictions as well as judicial and interpretive developments
The following are several examples of applicable tax laws.
Our earnings may be negatively impacted by the loss of certain tax benefits provided by India to companies in our industry as well as by possible changes in Indian tax laws.laws that may impact us:
Our Indian subsidiaries, collectively referred to as Cognizant India, are primarily export-orientedThe Tax Reform Act was enacted in December 2017 and are eligible for certain income tax holiday benefits granted by the Indian government for export activities conducted within Special Economic Zones, or SEZs, for periodsmade a number of up to 15 years. The Indian government has announced a plan to phase out certain tax exemptions and deductions, which includes a discontinuation of tax holidays for new SEZ units commencing operations on or after April 1, 2020. These changes or any changes that would reduce or deny SEZ tax benefits could have a material adverse effect on our business, results of operations and financial condition. In addition, all Indian profits, including those generated within SEZs, are subject to the Minimum Alternative Tax, or MAT, at the rate of 21.3%. Any MAT paid is creditable against future corporate income tax, subject to limitations. Currently, we anticipate utilizing our existing MAT balances against future corporate income tax. Our ability to fully do so may be influenced by possiblesignificant changes to the corporate tax regime in the United States. The U.S. Treasury department continues to issue proposed and final regulations which modify relevant aspects of the new tax regime.
In December 2019, the Government of India enacted the India Tax Law effective retroactively to April 1, 2019 that enables Indian companies to elect to be taxed at a lower income tax lawsrate of 25.17% as well ascompared to the future financial resultscurrent rate of Cognizant India. Our potential inability to fully utilize our34.94%. Once a company elects into the lower income tax rate, that company may not benefit from any tax holidays associated with SEZs and certain other tax incentives, including MAT carryforwards, and may not reverse its election. As of December 31, 2020, we had deferred income tax assets related to the MAT carryforwards of $98 million. See Note 11 to our consolidated financial statements. Our current intent is to elect into the new tax regime once our MAT carryforwards are fully or substantially utilized. Our intent is based on a number of current assumptions and financial projections, and if our intent were to change and we were to opt into the new tax regime at an earlier time, the write-off of any remaining MAT deferred tax assets may materially increase our provision for income taxes and effective income tax rate and decrease our EPS, while the loss of the benefit of the MAT carryforwards may increase our cash tax payments.
The OECD has been working on a Base Erosion and Profit Shifting project and is expected to continue to issue guidelines and proposals that may change numerous long-standing tax principles. The changes recommended by the OECD have been or are being adopted by many of the countries in which we do business and could lead to disagreements among jurisdictions over the proper allocation of profits among them. The OECD has also undertaken a new project focused on “Addressing the Tax Challenges of the Digitalization of the Economy.” This project may impact multinational businesses by implementing a global model for minimum taxation. Similarly, the European Commission and various jurisdictions have introduced proposals to or passed laws that impose a material adverse effectseparate tax on specified digital services. These recent and potential future tax law changes create uncertainty and may materially adversely impact our provision for income taxes.  
Our worldwide effective income tax rate may increase as a result of these recent developments, changes in interpretations and assumptions made, additional guidance that may be issued and ongoing and future actions the Company has or may take with respect to our corporate structure and intercompany arrangements.
Additionally, we are subject from time to time to tax audits, investigations and proceedings. Tax authorities have disagreed, and may in the future disagree, with our judgments, and are taking increasingly aggressive positions, including with respect to our intercompany transactions. For example, we are currently involved in an ongoing dispute with the ITD in which the ITD asserts that we owe additional taxes for two transactions by which CTS India repurchased shares from its shareholders, as more fully described in Note 11 to the consolidated financial statements. Adverse outcomes in any such audits, investigations or proceedings could increase our tax exposure and cause us to incur increased expense, which could materially adversely affect our results of operations and financial condition.
Risks Relating
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Our business subjects us to considerable potential exposure to litigation and legal claims and could be materially adversely affected if we incur legal liability.
We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time in the conduct of our Common Stockbusiness. Our business is subject to the risk of litigation involving current and Governing Documentsformer employees, clients, alliance partners, subcontractors, suppliers, competitors, shareholders, government agencies or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation. While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable.
Our stock price continuesclient engagements expose us to be volatile.
Our stock has at times experienced substantial price volatility as a result of variations between our actualsignificant potential legal liability and anticipated financial results, announcements by us and our competitors, projections or speculation about our business or that of our competitors by the media or investment analysts or uncertainty about current global economic conditions. The stock market, as a whole, also has experienced extreme price and volume fluctuations that have affected the market price of many technology companies in ways that may have been unrelated to these companies’ operating performance. Furthermore, we believe our stock price should reflect future growth and profitability expectations and,litigation expense if we fail to meet these expectations, our stock price may significantly decline.
Provisionscontractual obligations or otherwise breach obligations to third parties or if our subcontractors breach or dispute the terms of our agreements with them and impede our ability to meet our obligations to our clients. For example, third parties could claim that we or our clients, whom we typically contractually agree to indemnify with respect to the services and solutions we provide, infringe upon their IP rights. Any such claims of IP infringement could harm our reputation, cause us to incur substantial costs in our charter and by-laws and provisions under Delaware law may discourage unsolicited takeover proposals.
Provisionsdefending ourselves, expose us to considerable legal liability or prevent us from offering some services or solutions in our charter and by-laws, each as amended, and Delaware General Corporate Law, or DGCL,the future. We may have to engage in legal action to protect our own IP rights, and enforcing our rights may require considerable time, money and oversight, and existing laws in the effect of deterring unsolicited takeover proposals or delaying or preventing changes in our control or management, including transactionsvarious countries in which we provide services or solutions may offer only limited protection.
We also face considerable potential legal liability from a variety of other sources. Our acquisition activities have in the past and may in the future be subject to litigation or other claims, including claims from employees, clients, stockholders, might otherwise receiveor other third parties. We have also been the subject of a premium for their shares over then-current market prices. These provisions include:
authoritynumber of putative securities class action complaints and putative shareholder derivative complaints relating to the matters that were the subject of our now concluded internal investigation into potential violations of the Board of Directors, without further action byFCPA and other applicable laws, and may be subject to such legal actions for these or other matters in the stockholders, to fix the rightsfuture. See "Part I, Item 3. Legal Proceedings" for more information. We establish reserves for these and preferences of and issue shares of preferred stock;
the inability of our stockholders to act by written consentother matters when a loss is considered probable and the restrictions imposed onamount can be reasonably estimated; however, the estimation of legal reserves and possible losses involves significant judgment and may not reflect the full range of uncertainties and unpredictable outcomes inherent in litigation, and the actual losses arising from particular matters may exceed our stockholders’ ability to call a special meeting. As a result, any action byestimates and materially adversely affect our stockholders may be delayed until annual meetings or until a special meeting is called by our chairman, chief executive officer or boardresults of directors;operations.
the supermajority-voting requirement for specified amendments to our charter and by-laws, which allows a minority of our stockholders to block those amendments; and
provisions in the DGCL preventing stockholders from engaging in business combinations with us, subject to certain exceptions.
These provisions could also discourage bids for our common stock at a premium as well as create a depressive effect on the market price of the shares of our common stock.

Item 1B. Unresolved Staff Comments
None.

Item 2. Properties
To support our planned growth, weWe have sales and marketing offices, innovation labs, and digital design and consulting centers in major business markets, including New York, London, Paris, Melbourne, Singapore, and Sao Paulo, among others, which are continually expanding our global and regional delivery center capacity through a strategy that includes both the construction and leasing of new facilities. As presented in the table below, as of December 31, 2017, we leased 13.1 million square feet and owned 13.8 million square feet related to our global and regional delivery centers located in 32 countries and used to deliver services to our customersclients across all four of our business segments.
Geographic Area Number of Locations 
Square Footage Leased
(in millions)
 
Square Footage Owned
(in millions)
 
Total Square Footage
(in millions)
India 46
 10.4
 13.6
 24.0
North America 57
 1.5
 0.2
 1.7
Europe 39
 0.5
 
 0.5
Rest of World1
 32
 0.7
 
 0.7
Total 174
 13.1
 13.8
 26.9
1
Includes our operations in Asia Pacific, the Middle East and Latin America. Substantially all of this square footage is located in the Philippines, China and Argentina.
Our executive In total, we have offices areand operations in more than 85 cities and 35 countries around the world, with our worldwide headquarters located in a leased facility in Teaneck, New Jersey where we lease 0.1in the United States.
We utilize a global delivery model with delivery centers worldwide, including in-country, regional and global delivery centers. We have over 31 million square feet. In addition tofeet of owned and leased facilities for our executive officedelivery centers. Our largest delivery center presence is in India - Chennai (10 million square feet), Hyderabad (4 million square feet), Pune (3 million square feet), Bangalore (3 million square feet) and the above global and regionalKolkata (3 million square feet) - representing 88% of our total delivery centers weon a square-foot basis. We also have business development officesa significant number of delivery centers in approximately 80 citiesother countries, including the United States, Philippines, Canada, Mexico and 38 countries across the globe.

throughout Europe.
We believe that our current facilities are adequate to support our existing operations. We also believeoperations in the immediate future, and that we will be able to obtain suitable additional facilities on commercially reasonable terms on an “as needed basis.”as needed.

Item 3. Legal Proceedings

We are conducting an internal investigation focused on whether certain payments relating to Company-owned facilities in India were made improperly and in possible violation of the FCPA and other applicable laws. The investigation is also examining various other payments made in small amounts in India that may not have complied with Company policy or applicable law. In September 2016, we voluntarily notified the DOJ and SEC and are cooperating fully with both agencies. The investigation is being conducted under the oversight of the Audit Committee, with the assistance of outside counsel. To date, the investigation has identified a total of approximately $6 million in payments made between 2009 and 2016 that may have been improper. Based on the results of the investigation to date, no material adjustments, restatements or other revisionsSee Note 15 to our previously issued financial statements are required.

On October 5, 2016, October 27, 2016, and November 18, 2016, three putative securities class action complaints were filed in the United States District Court for the District of New Jersey, naming us and certain of our current and former officers as defendants. In an order dated February 3, 2017, the United States District Court for the District of New Jersey consolidated the three putative securities class actions into a single action and appointed lead plaintiffs and lead counsel. On April 7, 2017, the lead plaintiffs filed a consolidated amended complaint on behalf of a putative class of stockholders who purchased our common stock during the period between February 27, 2015 and September 29, 2016, naming us and certain of our current and former officers as defendants and alleging violations of the Exchange Act, based on allegedly false or misleading statements related to potential violations of the FCPA, our business, prospects and operations, and the effectiveness of our internal control over financial reporting and our disclosure controls and procedures. The lead plaintiffs seek an award of compensatory damages, among other relief, and their reasonable costs and expenses, including attorneys’ fees. Under a stipulation filed by the parties on February 23, 2017, defendants filed motions to dismiss the consolidated amended complaint on June 6, 2017, plaintiffs filed an opposition brief on July 21, 2017 responding to defendants’ motions to dismiss, and defendants filed reply briefs in further support of their motions to dismiss on September 5, 2017. On September 5, 2017, defendants also filed a motion to strike certain allegations in the consolidated amended complaint, plaintiffs filed an opposition to the motion to strike on October 2, 2017, and, on October 10, 2017, we filed a reply brief in further support of the motion to strike.

On October 31, 2016, November 15, 2016, and November 18, 2016, three putative shareholder derivative complaints were filed in New Jersey Superior Court, Bergen County, naming us, all of our then current directors and certain of our current and former officers as defendants. On January 24, 2017, the New Jersey Superior Court, Bergen County, consolidated the three putative shareholder derivative actions filed in that court into a single action and appointed lead plaintiff and lead counsel. The

complaints assert claims for breach of fiduciary duty, corporate waste, unjust enrichment, abuse of control, mismanagement, and/or insider selling by defendants. On March 16, 2017, the parties filed a stipulation deferring all further proceedings pending a final, non-appealable ruling on the then anticipated motion to dismiss the consolidated putative securities class action. On April 26, 2017, in lieu of ordering the stipulation filed by the parties, the New Jersey Superior Court deferred further proceedings by dismissing the consolidated putative shareholder derivative litigation without prejudice but permitting the parties to file a motion to vacate the dismissal in the future. On February 22, 2017, a fourth putative shareholder derivative complaint asserting similar claims was filed in the United States District Court for the District of New Jersey, naming us and certain of our then current directors as defendants. On April 5, 2017, the United States District Court for the District of New Jersey entered an order staying all proceedings pending a final, non-appealable ruling on the then anticipated motion to dismiss the consolidated putative securities class action. On April 7, 2017, a fifth putative shareholder derivative complaint was filed in the United States District Court for the District of New Jersey, naming us, certain of our then current directors, and certain of our current and former officers as defendants. The complaint in that action asserts claims similar to those in the previously-filed putative shareholder derivative actions, but also adds a claim for violations of Section 10(b) of the Exchange Act against the individual defendants. On May 10, 2017, a sixth putative shareholder derivative complaint was filed in the United States District Court for the District of New Jersey, naming us, certain of our then current directors, and certain of our current and former officers as defendants. The complaint in that action asserts claims similar to those in the previously-filed putative shareholder derivative actions, but also adds a claim for violations of Section 14(a) of the Exchange Act against the individual defendants. In an order dated June 20, 2017, the United States District Court for the District of New Jersey consolidated the three putative shareholder derivative actions filed in that court into a single action, appointed lead plaintiff and lead counsel, and stayed all further proceedings pending a final, non-appealable ruling on the motions to dismiss the consolidated putative securities class action. All of the putative shareholder derivative complaints allege among other things that certain of our public disclosures were false and misleading by failing to disclose that payments allegedly in violation of the FCPA had been made and by asserting that management had determined that our internal controls were effective. The plaintiffs seek awards of compensatory damages and restitution to the Company as a result of the alleged violations and their costs and attorneys’ fees, experts’ fees, and other litigation expenses, among other relief.
We are presently unable to predict the duration, scope or result of the Audit Committee’s investigation, any investigations by the DOJ or the SEC, the consolidated putative securities class action, the putative shareholder derivative actions or any other lawsuits. As such, we are presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, and thus have not recorded any accruals related to these matters. The DOJ and the SEC have a broad range of civil and criminal sanctions under the FCPA and other laws and regulations including injunctive relief, disgorgement, fines, penalties, modifications to business practices, including the termination or modification of existing business relationships, the imposition of compliance programs and the retention of a monitor to oversee compliance with the FCPA. In addition, the DOJ and the SEC could bring enforcement actions against the Company or individuals, including former members of senior management. Such actions, if brought, could result in dispositions, judgments, settlements, fines, injunctions, cease and desist orders, debarment or other civil or criminal penalties against the Company or such individuals.

We expect to incur additional expenses related to remedial measures, and may incur additional expenses related to fines. The imposition of any sanctions or the implementation of remedial measures could have a material adverse effect on our business, annual and interim results of operations, cash flows and financial condition. Furthermore, while the Company intends to defend the lawsuits vigorously, these lawsuits and any other related lawsuits are subject to inherent uncertainties, the actual cost of such litigation will depend upon many unknown factors and the outcome of the litigation is necessarily uncertain.

We are also involved in various claims and legal actions arising in the ordinary course of business. In the opinion of our management, the outcome of such claims and legal actions, if decided adversely, is not expected to have a material adverse effect on our quarterly or annual operating results, cash flows or consolidated financial position.statements.
Item 4. Mine Safety Disclosures
Not applicable.

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PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Class A common stock trades on the Nasdaq Global SelectStock Market (Nasdaq) under the symbol “CTSH”.
The following table shows the per share range of high and low sale prices for shares of our Class A common stock, as listed for quotation on the Nasdaq and the dividends per share paid, for the quarterly periods indicated.
Quarter Ended High Low Dividends
March 31, 2016 $63.43
 $51.22
 $
June 30, 2016 63.23
 55.17
 
September 30, 2016 60.47
 45.44
 
December 31, 2016 58.50
 48.50
 
March 31, 2017 60.39
 51.52
 
June 30, 2017 68.18
 57.50
 0.15
September 30, 2017 73.00
 66.05
 0.15
December 31, 2017 76.51
 69.69
 0.15
As of December 31, 2017,2020, the approximate number of holders of record of our Class A common stock was 141114 and the approximate number of beneficial holders of our Class A common stock was 310,800.342,100.
Cash Dividends
In May 2017During 2020, we initiated apaid quarterly cash dividenddividends of $0.15$0.22 per share. Onshare, or $0.88 per share in total for the year. In February 5, 2018,2021, our Board of Directors approved a $0.02 increase to our quarterly cash dividends and the Company's declaration of a $0.20$0.24 per share dividend with a record date of February 22, 201818, 2021 and a payment date of February 28, 2018.26, 2021. We intend to continue to pay a quarterly cash dividend during 2018 and will continue to review thedividends in accordance with our capital return plan, subject to our financial performance, economic outlook and any other relevant considerations.plan. Our ability and decisions to declarepay future dividends will depend on a variety of factors, including our future financial performance, which in turn depends on the successful implementationcash flow generated from operations, cash and investment balances, net income, overall liquidity position, potential alternative uses of our strategycash, such as acquisitions, and on financial, competitive, regulatory, technical and other factors, generalanticipated future economic conditions demand and prices for our services, and other factors specific to our industry or specific projects, many of which are beyond our control.financial results.
Issuer Purchases of Equity Securities
Effective March 1, 2017, theOur stock repurchase program, as amended by our Board of Directors approved the termination of the stock repurchase program then in effect and approved a new stock repurchase program. The stock repurchase programDecember 2020, allows for the repurchase of $3.5up to $9.5 billion, of our outstanding shares of Class A common stock, excluding fees and expenses, through December 31, 2019.
Under the stock repurchase program, the Company is authorized to repurchase itsof our Class A common stock through open market purchases, including under a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act,Plan or in private transactions, including through accelerated stock repurchaseASR agreements entered into with financial institutions, in accordance with applicable federal securities laws. The repurchase program does not have an expiration date. The timing of repurchases and the exact number of shares to be purchased are determined by the Company’s management, in its discretion, or pursuantpursuant to a Rule 10b5-1 trading plan,Plan, and will depend upon market conditions and other factors.
InDuring the three months ended December 2017,31, 2020, we entered into an acceleratedrepurchased $721 million of our Class A common stock repurchase agreement, referred to as the December ASR, with a financial institution under our stock repurchase program. UnderThe following table sets out the termsstock repurchase activity under our stock repurchase program during the fourth quarter of 2020 and the December ASR and in exchange for an up-front paymentapproximate dollar value of $300 million, the financial institution initially delivered 3.6 million shares a portion of the Company's total expected shares tothat may yet be repurchasedpurchased under the December ASR. The total number of shares ultimately delivered will be determined in the first quarter of 2018, at the end of the applicable purchase period.

Asprogram as of December 31, 2017, the remaining available balance under the Board of Directors' authorized stock repurchase program was $1.7 billion.2020.
MonthTotal Number
of Shares
Purchased
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or
Programs
Approximate
Dollar Value of Shares
that May Yet Be
Purchased under the
Plans or Programs
(in millions)
October 1, 2020 - October 31, 20205,800,000 $72.56 5,800,000 $1,115 
November 1, 2020 - November 30, 20201,700,000 76.77 1,700,000 984 
December 1, 2020 - December 31, 20202,122,590 79.85 2,122,590 2,815 
Total9,622,590 $74.91 9,622,590 
Month Total Number
of Shares
Purchased
 Average
Price Paid
per Share
 Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or
Programs
 Approximate
Dollar Value of Shares
that May Yet Be
Purchased under the
Plans or Programs
(in millions)
October 1, 2017 - October 31, 2017        
Open market and privately negotiated purchases 
 $
 
 $2,000
November 1, 2017 - November 30, 2017        
Open market and privately negotiated purchases 
 
 
 2,000
December 1, 2017 - December 31, 2017        
Open market and privately negotiated purchases 
 
 
  
December 2017 ASR(a)
 3,581,964
 (a) 3,581,964
 1,700
Total 3,581,964
 $
 3,581,964
  
______________
(a)The number of shares stated above represents shares initially delivered and does not represent the final number of shares to be delivered under the December ASR. The total number of shares ultimately delivered and therefore the average price paid per share, will be determined at the end of the purchase period based on the volume-weighted average price of the Company's common stock during that period.
We regularly purchase shares in connection with our stock-based compensation plans as shares of our Class A common stock are tendered by employees for payment of applicable statutory tax withholdings. For the three months ended December 31, 2017,2020, we purchased 438,0370.2 shares at an aggregate cost of $32$18 million in connection with employee tax withholding obligations.







17

Table of Contents
Performance Graph
The following graph compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index, Nasdaq-100 Index, S&P 500 Information Technology Index and a Peer Group Index (capitalization weighted) for the period beginning December 31, 20122015 and ending on the last day of our last completed fiscal year. The stock performance shown on the graph below is not indicative of future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN(1)(2)
Among Cognizant, the S&P 500 Index, the Nasdaq-100 Index, the S&P 500 Information Technology Index(3)
Andand a Peer Group Index(3) (Capitalization Weighted)
ctsh-20201231_g3.jpg
Company / IndexBase
Period
12/31/15
12/31/1612/31/1712/31/1812/31/1912/31/20
Cognizant Technology Solutions Corp$100 $93.35 $119.09 $107.59 $106.43 $142.54 
S&P 500 Index100 111.96 136.40 130.42 171.49 203.04 
Nasdaq-100 Index100 105.89 139.26 137.81 190.13 280.59 
S&P 500 Information Technology Index100 113.85 158.06 157.60 236.86 340.83 
Peer Group100 104.72 132.79 128.54 168.92 230.02 
 
(1)Graph assumes $100 invested on December 31, 2015 in our Class A common stock, the S&P 500 Index, the Nasdaq-100 Index, the S&P 500 Information Technology Index and the Peer Group Index (capitalization weighted).
(2)Cumulative total return assumes reinvestment of dividends.
(3)We have constructed a Peer Group Index of other information technology consulting firms. Our peer group consists of Accenture plc., DXC Technology, EPAM Systems Inc., ExlService Holdings Inc., Genpact Limited, Infosys Ltd., Wipro Ltd. and WNS (Holdings) Limited. Beginning in 2020, we have included the S&P 500 Information and Technology Index in our comparison of total return. This index will replace our Peer Group and the Nasdaq-100 Index in future filings as the S&P 500 Information and Technology index is more representative of the broader technology sector in which we operate.
18
Company / Index 
Base
Period
12/31/12
 12/31/13 12/31/14 12/31/15 12/31/16 12/31/17
Cognizant Technology Solutions
Corp
 $100
 $136.68
 $142.55
 $162.47
 $151.67
 $193.49
S&P 500 Index 100
 132.39
 150.51
 152.59
 170.84
 208.14
Nasdaq-100 100
 134.99
 159.20
 172.62
 182.78
 240.38
Peer Group 100
 138.46
 147.43
 167.92
 172.57
 218.50

Table of Contents
(1)Graph assumes $100 invested on December 31, 2012 in our Class A common stock, the S&P 500 Index, the Nasdaq-100 Index, and the Peer Group Index (capitalization weighted).
(2)Cumulative total return assumes reinvestment of dividends.
(3)We have constructed a Peer Group Index of other information technology consulting firms. Our peer group consists of Accenture plc., DXC Technology (previously Computer Sciences Corporation), ExlService Holdings Inc., Genpact Limited, Infosys Ltd., Syntel Inc., Wipro Ltd. and WNS (Holdings) Limited. Historically, our peer group also included Computer Task Group, Inc. The old peer group is not presented separately as it is not materially different from the peer group information presented.

Item 6. Selected Financial Data
The following table sets forth our selected consolidated historical financial data as of the dates and for the periods indicated. Our selected consolidated financial data set forth below as of December 31, 2017 and 2016 and for each of the years ended December 31, 2017, 2016 and 2015 have been derived from the audited consolidated financial statements included elsewhere herein. Our selected consolidated financial data set forth below as of December 31, 2015, 2014 and 2013 and for each of the years ended December 31, 2014 and 2013 are derived from our consolidated financial statements not included elsewhere herein. Our selected consolidated financial information for 2017, 2016 and 2015 should be read in conjunction with the Consolidated Financial Statements and the Notes and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are included elsewhere in this Annual Report on Form 10-K.[Reserved]
  2017 2016 2015 2014 2013
  (in millions, except per share data)
For the Year Ended December 31:          
Revenues $14,810
 $13,487
 $12,416
 $10,263
 $8,843
Income from operations 2,481
 2,289
 2,142
 1,885
 1,678
Net income(4)
 1,504
 1,553
 1,624
 1,439
 1,229
           
Basic earnings per share(4)
 $2.54
 $2.56
 $2.67
 $2.37
 $2.03
Diluted earnings per share(4)
 $2.53
 $2.55
 $2.65
 $2.35
 $2.02
Cash dividends declared per common share $0.45
 $
 $
 $
 $
Weighted average number of common shares outstanding-Basic 593
 607
 609
 608
 604
Weighted average number of common shares outstanding-Diluted 595
 610
 613
 613
 610
           
As of December 31:          
Cash, cash equivalents and short-term investments $5,056
 $5,169
 $4,949
 $3,775
 $3,748
Working capital(2)(3)
 6,272
 6,182
 5,195
 3,829
 4,117
Total assets(1)(2)(3)
 15,221
 14,262
 13,061
 11,473
 8,129
Total debt 873
 878
 1,283
 1,632
 
Stockholders’ equity 10,669
 10,728
 9,278
 7,740
 6,136
______________________
(1)In July 2013, the Financial Accounting Standards Board, or FASB, issued new guidance which requires the netting of any unrecognized tax benefits against all available same-jurisdiction deferred income tax carryforward assets that would apply if the uncertain tax positions were settled. We adopted this standard on January 1, 2014 and conformed prior year's presentation.
(2)In November 2015, the FASB issued an update to the standard on income taxes pertaining to the balance sheet classification of deferred income taxes. The update requires that all deferred income tax assets and liabilities, along with any related valuation allowance, within each tax jurisdiction be classified as noncurrent on the balance sheet. As a result, each tax jurisdiction has one net noncurrent deferred income tax asset or liability. We have adopted this guidance retrospectively in the fourth quarter of 2015 and conformed prior years' presentation.
(3)In April 2015, the FASB issued an update related to the presentation of debt issuance costs. The update requires debt issuance costs, other than costs incurred to secure lines of credit, be presented in the balance sheet as a direct deduction from the carrying value of that debt liability. The recognition and measurement guidance for debt issuance costs are not affected by this update. We have adopted this guidance retrospectively as of January 1, 2016 and conformed prior periods' presentation as applicable.
(4)In March 2016, the FASB issued an update related to stock compensation. The update simplified the accounting for excess tax benefits and deficiencies related to employee stock-based payment transactions. We adopted this standard prospectively on January 1, 2017. For the year ended December 31, 2017, we recognized net excess tax benefits on stock-based compensation awards in our income tax provision in the amount of $40 million or $0.07 per share. In prior periods, such net excess tax benefits were recorded in additional paid in capital.


Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations


Executive Summary
We areCognizant is one of the world’s leading professional services companies. We are incompanies, engineering modern business to help our customers adapt, competefor the digital era. Our services include digital services and grow in the face of continual shifts and disruptions within their markets. We do so by partnering with them to apply technology to transform their business, operating, and technology models, allowing them to achieve the full value of digitizing their entire enterprises. We call this being “digital at scale.” When implemented, it enables customers to achieve more efficient and effective operations while reshaping their business models for innovation and growth. Our industry-based, consultative approach helps customers envision, build and run more innovative and efficient businesses. Our core competencies include: business, process, operations and technologysolutions, consulting, application development, and systems integration, enterprise information management, application testing, application maintenance, information technology, or IT, infrastructure services and business process services. Digital services have become an increasingly important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses. We are focused on continued investment in four key areas of digital: IoT, AI, experience-driven software engineering and cloud. We tailor our services and solutions to specific industries and usewith an integrated global delivery model that employs customerclient service and delivery teams based at customerclient locations and delivery teams located at dedicated global and regional delivery centers.
Our objectiveThe global COVID-19 pandemic has caused and is continuing to create valuecause significant loss of life and interruption to the global economy, including the curtailment of activities by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease. In response to COVID-19, we have prioritized the safety and well-being of our employees, business continuity for both our customersclients, and stockholders by enhancingsupporting the efforts of governments around the world to contain the spread of the virus. In light of our positioncommitment to help our clients as a leading professional services company inthey navigate unprecedented business challenges while protecting the digital era. Our digitalsafety of our employees, we have taken numerous steps, and may continue to take further actions, to address the COVID-19 pandemic. We have been working closely with our clients to support them as they implemented their contingency plans, helping them access our services and solutions are designedremotely. We also undertook a significant effort to helpenable our customers winemployees to work from home by providing them with computer and Internet accessibility equipment while seeking to maintain appropriate security protocols. Despite these efforts, in the digital economy by applying technologyfirst half of 2020 we experienced some delays in project fulfillment as delivery, particularly in India and analyticsthe Philippines, shifted to change consumer experienceswork-from-home in response to drive sustainable growth, deploying systemsthe pandemic. Additionally, as a result of intelligence to automatethe ongoing pandemic, we experienced reduced client demand, project deferrals, furloughs, and improve core business processes, and improving technology systems by deploying cloud and cyber security solutions and as-a-service models to make them simpler, more modern and secure. To accelerate our shift to digital services and solutions, we are deploying the following strategies:
Aligning our digital services and solutions along three practice areas - Digital Business, Digital Operations and Digital Systems and Technology - to address the needstemporary rate concessions, which adversely affected revenues across all of our customers as they transform their business and technology models.
Investing to scale these digital practice areas across our business segments and geographies,in 2020. For the year ended December 31, 2020, we incurred $65 million of costs in response to the COVID-19 pandemic, including through extensive training and re-skillingcertain costs incurred to enable our employees to work remotely.
In 2020, we incurred costs related to the execution of our existing technical teams, expansionmulti-year 2020 Fit for Growth Plan aimed at accelerating revenue growth. This plan refined our strategic focus and launched a series of measures to improve our local workforcesoperational and commercial models and optimize our cost structure in the United States and other markets around the world where we operate and pursuit of select strategic acquisitions, joint ventures, investments and alliances that can expand our intellectual property portfolio, industry expertise, geographic reach, and platform and technology capabilities.
Continuingorder to develop of our core business, which includes application services, IT infrastructure and business process services. Our customers often look for efficiencies in the running of their core operations to help thempartially fund investments in newkey digital capabilities.areas of IoT, AI, experience-driven software engineering and cloud and advance our growth agenda. The 2020 Fit for Growth Plan included our decision to exit certain content-related services that are not in line with our strategic vision for the Company. The optimization measures that were part of the 2020 Fit for Growth Plan resulted in total charges of $221 million, primarily related to severance and facility exit costs that are expected to generate an annualized savings run rate, before anticipated investments, of approximately $530 million in 2021. See Note 4 to our consolidated financial statements for additional information on these costs, which are reported in the caption "Restructuring charges" in our consolidated statements of operations. We work with themdo not expect to analyze and identify opportunities for advanced automation and delivery efficiencies. Additionally, we seekincur additional costs related to expandthis plan. The COVID-19 pandemic may adversely impact our ability to realize the geographic reachbenefits of our core portfolio of services.
Selectively targeting higher margin work within our core businessstrategy and unifying our delivery capabilities to allow for more cost-conscious delivery. We are leveraging automation and scale, improving our utilization and optimizing our pyramid.
We believe the above strategies, combined with improving the overall efficiency of our operations, will enable us to gradually expand our non-GAAP operating margins1 with the goal of achieving 22% non-GAAP operating margin1 in 2019. There can be no assurances that we will be successful in achieving this plan or that other factors beyond our control,various transformation initiatives, including the various risks described in 2020 Fit for Growth Plan. See Part I, Item 1A. Risk Factors.
Our exit from certain content-related services negatively impacted our 2020 revenues by approximately $178 million within our Communications, Media and Technology segment in North America.
On April 20, 2020, we announced a security incident involving a Maze ransomware attack. As previously reported in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, based on numerous remediation steps that have been undertaken and our continued monitoring of our environment, we believe we have contained the attack and eradicated remnants of the attacker activity from our environment. The lost revenue and containment, investigation, remediation, legal and other costs incurred due to the ransomware attack may exceed our insurance policy limits or may not be covered by insurance at all. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, regulatory enforcement action, litigation that could result in financial judgments or the payment of settlement amounts and disputes with insurance carriers concerning coverage.
In March 2020, the Indian parliament enacted the Budget of India, which contained a number of provisions related to income tax, including a replacement of the DDT, previously due from the dividend payer, with a tax payable by the shareholder receiving the dividend. This provision reduced the tax rate applicable to us for cash repatriated from India. Following this change, during the first quarter of 2020, we limited our indefinite reinvestment assertion to India earnings accumulated in prior
19

years. In July 2020, the U.S. Treasury Department and the IRS released final regulations, which became effective in September 2020, that reduced the tax applicable on our accumulated Indian earnings upon repatriation. As a result, during the third quarter of 2020, after a thorough analysis of the impact of these changes in law on the cost of earnings repatriation and considering our strategic decision to increase our investments to accelerate growth in various international markets and expand our global delivery footprint, we reversed our indefinite reinvestment assertion on Indian earnings accumulated in prior years and recorded a $140 million Tax on Accumulated Indian Earnings. The recorded income tax expense reflects the India withholding tax on unrepatriated Indian earnings, which were $5.2 billion as of December 31, 2019, net of applicable U.S. foreign tax credits. On October 28, 2020, our subsidiary in India remitted a dividend of $2.1 billion, which resulted in a net payment of $2.0 billion to its shareholders (non-Indian Cognizant entities), after payment of $106 million of India withholding tax.
On October 27, 2020, a jury returned a verdict in our favor in the amount of $854 million, including $570 million punitive damages, in our lawsuit with Syntel, which was initiated in 2015. We expect Syntel to appeal the decision and thus we will not cause usrecord the gain in our financial statements until it becomes realizable. For more information, see Note 15 to failour consolidated financial statements.
In the fourth quarter of 2020, we made an offer to achievesettle and exit a large customer engagement in Financial Services in Continental Europe ("Proposed Exit"). The offer includes, among other terms, a proposed payment and the targeted improvements.
In 2017, we beganforgiveness of certain receivables. The 2020 impact of the Proposed Exit was a realignmentreduction of our business by executing on the above strategiesrevenues of $118 million and improving the overall efficiency of our operations while continuing to drive revenue growth. As part of this realignment plan, we incurredadditional expenses of $72$33 million, in 2017, which are reported in "Selling, general and administrative expenses" in our consolidated statements of operations, and are comprised of severance costs, including costs related to a voluntary separation program, or VSP, lease termination costs and advisory fees related to non-routine shareholder matters and to the development of our realignment and return of capital programs. The costsprimarily related to the realignmentimpairment of long-lived assets. The Proposed Exit negatively impacted each of our GAAP and Adjusted Diluted EPS by $0.27 for the year ended December 31, 2020. While the amounts recorded are excluded from non-GAAP operating margin1 and non-GAAP diluted earnings per share1. We believe the majoritybased on our best estimate of the costs related toexpected terms of the realignment have already been incurred, although we anticipate thatexit, the negotiations are ongoing and, as such, we may incurnot reach an agreement or the final terms of the agreement that is reached may materially differ from those contemplated in our accounting. In either instance, there could be additional realignment costs in 2018.

_______________
1Non-GAAP operating margin and non-GAAP earnings per share are not measurements of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measures.

In February 2017 we announced a plan to return $3.4 billionimpacts to our stockholders over a two-year period. During 2017, as partstatement of this plan, we entered into multiple accelerated stock repurchase agreements, collectively referred to as the ASR, to repurchase $1.8 billion of stockoperations, financial condition and in May 2017, initiated a quarterlyour cash dividend. During 2017, we paid dividends totaling $265 million and, in February 2018, increased our quarterly dividend to $0.20 per share. On an ongoing basis, we review our capital return plan, considering our financial performance and liquidity position, investments required to execute our strategic initiatives, the economic outlook, regulatory changes and other relevant factors. Accordingly, we are currently evaluating the impact of the Tax Cuts and Jobs Act, or Tax Reform Act, on our capital return plan.flows.

2020 Financial Results
The following table sets forth a summary of our financial results for the years ended December 31, 20172020 and 2016:2019:
Increase / Decrease
 20202019$%
(Dollars in millions, except per share data)
Revenues$16,652 $16,783 $(131)(0.8)
Income from operations2,114 2,453 (339)(13.8)
Net income1,392 1,842 (450)(24.4)
Diluted EPS2.57 3.29 (0.72)(21.9)
Other Financial Information1
Adjusted Income From Operations2,394 2,787 (393)(14.1)
Adjusted Diluted EPS3.42 3.99 (0.57)(14.3)
Our financial results were negatively impacted by our exit from certain content-related services, the Proposed Exit, the ransomware attack and the COVID-19 pandemic. We continue to experience pricing pressure within our core portfolio of services as our clients optimize the cost of supporting their legacy systems and operations. At the same time, clients are adopting and integrating digital technologies and their demand for our digital services and solutions has continued to increase since the beginning of the COVID-19 pandemic as a result of increased demand for mobile workplace solutions, e-commerce, automation and AI and cybersecurity services and solutions.





1    Adjusted Income From Operations and Adjusted Diluted EPS are not measurements of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measures.
20

      Increase (Decrease)
  2017 2016 $ %
  (Dollars in millions, except per share data)
Revenues $14,810
 $13,487
 $1,323
 9.8
Income from operations 2,481
 2,289
 192
 8.4
Net income $1,504
 $1,553
 $(49) (3.2)
Diluted earnings per share $2.53
 $2.55
 $(0.02) (0.8)
Other Financial Information2
        
Non-GAAP income from operations $2,912
 $2,636
 $276
 10.5
Non-GAAP diluted earnings per share $3.77
 $3.39
 $0.38
 11.2
Table of Contents
The key drivers of our revenue growthfollowing charts set forth revenues and change in 2017 asrevenues by business segment and geography for the year ended December 31, 2020 compared to 2016the year ended December 31, 2019:
Financial ServicesHealthcare
Increase / (Decrease)Increase / (Decrease)
Dollars in millionsRevenues$%
CC %2
Revenues$%
CC %2
North America$4,013 (124)(3.0)(3.0)$4,181 34 0.8 0.8 
United Kingdom463 (21)(4.3)(4.7)157 27 20.8 19.8 
Continental Europe629 (99)(13.6)(14.0)434 93 27.3 24.0 
Europe - Total1,092 (120)(9.9)(10.3)591 120 25.5 22.9 
Rest of World516 (4)(0.8)2.0 80 3.9 6.0 
Total$5,621 (248)(4.2)(4.0)$4,852 157 3.3 3.1 
Products and ResourcesCommunications, Media and Technology
Increase / (Decrease)Increase / (Decrease)
Dollars in millionsRevenues$%
CC %2
Revenues$%
CC %2
North America$2,650 (28)(1.0)(1.0)$1,737 (27)(1.5)(1.5)
United Kingdom371 (9)(2.4)(3.0)344 25 7.8 6.8 
Continental Europe413 (40)(8.8)(8.7)177 4.7 2.1 
Europe - Total784 (49)(5.9)(6.1)521 33 6.8 5.2 
Rest of World262 1.2 4.7 225 28 14.2 20.2 
Total$3,696 (74)(2.0)(1.7)$2,483 34 1.4 1.6 
Across all our business segments and regions, revenues were negatively impacted by the COVID-19 pandemic and the ransomware attack. Retail, consumer goods, travel and hospitality clients within our Products and Resources segment as follows:
Solid performancewell as communications and media clients in our Communications, Media and Technology (previously referred to as Other), Products and Resources (previously referred to as Manufacturing/Retail/Logistics) and Healthcare business segments with revenue growth of 17.7%, 14.3% and 10.1%, respectively;
segment were particularly adversely affected by the pandemic. Revenues in our Financial Services business segment grew 5.0% asin our Continental Europe region were negatively impacted by $118 million due to the Proposed Exit. Additionally, we continued to see certain banking customers continuefinancial services and healthcare clients transition the support of some of their legacy systems and operations in-house. Revenue growth among our life sciences clients was driven by revenues from Zenith and increased demand for our services among pharmaceutical companies while revenues from our healthcare clients benefited from stronger software license sales. Our manufacturing, logistics, energy and utilities clients within our Products and Resources segment generated revenue growth due to focus on optimizing their cost structureour clients' continued adoption and managing their discretionary spending;
Sustained strengthintegration of digital technologies. Revenues among our technology clients in our Communications, Media and Technology segment in the North American market whereAmerica region were negatively impacted by approximately $178 million due to our exit from certain content-related services. We continue to see growing demand from our technology clients for other more strategic digital content services. Additionally, the year-over-year change in our revenues grew 8.6%;included 210 basis points of benefit from our recently completed acquisitions, including Collaborative Solutions, Zenith and Contino.
Continued penetrationOur operating margin and Adjusted Operating Margin2 decreased to 12.7% and 14.4%, respectively, for the year ended December 31, 2020 from 14.6% and 16.6%, respectively, for the year ended December 31, 2019. Our GAAP and Adjusted Operating Margin2 were adversely impacted by higher incentive-based compensation accrual rates, investments intended to drive organic and inorganic revenue growth, the impact of the EuropeanProposed Exit, the decline in revenues brought on by the COVID-19 pandemic and Restthe impact of World (primarily Asia Pacific) markets:the ransomware attack on both revenues and costs. These impacts were partially offset by a significant decrease in travel and entertainment expenses due to the COVID-19 pandemic, the cost savings generated as a result of the 2020 Fit for Growth Plan, lower immigration costs and the depreciation of the Indian rupee against the U.S. dollar. In addition, our 2019 GAAP operating margin included a 0.7% negative impact of the incremental accrual in 2019 related to the India Defined Contribution Obligation as discussed in Note 15 to our consolidated financial statements, while our 2020 GAAP operating margin was negatively impacted by COVID-19 Charges.


In Europe, we experienced revenue growth of 11.8% after a negative currency impact of 1.2%. Specifically, revenues from our Rest of Europe customers, including revenues from our newly acquired strategic customers, increased 28.8% inclusive of a positive currency impact of 2.0%, while within the United Kingdom we experienced a decrease in revenues of 2.2% after a negative currency impact of 3.8%. Revenue growth in the United Kingdom was negatively affected by weakness in the banking sector in that country;
Revenues from our Rest of World customers increased 20.9%;
Increased customer spending on discretionary projects;
Expansion2    Constant currency revenue growth (CC) and Adjusted Operating Margin are not measurements of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure, as applicable.
21

Business Outlook
We have four strategic priorities as we seek to increase our commercial momentum and accelerate growth. These strategic priorities are:
Accelerating digital - growing our digital business organically and inorganically;
Globalizing Cognizant - growing our business in key international markets and diversifying leadership, capabilities and delivery footprint;
Repositioning our brand - improving our global brand recognition and becoming better known as a global digital partner to the entire C-suite; and
Increasing our relevance to our clients - leading with thought leadership and capabilities to address clients' business needs.
We continue to expect the long-term focus of our service offerings, including consultingclients to be on their digital transformation into software-driven, data-enabled, customer-centric and digital services, next-generation IT solutions and platform-based solutions;
Continued expansion of the market for global delivery of technology and business process services; and
Increased penetration at existing customers, including strategic customers.
Our customersdifferentiated businesses. As our clients seek to applyoptimize the cost of supporting their legacy systems and operations, our core portfolio of services may be subject to pricing pressure and lower demand due to clients transitioning certain work in-house. At the same time, clients continue to adopt and integrate digital technologies to transform the way they engage with customers and employees, and to develop innovative products and services and bring them quickly to market. Companies are also eager to automate additional aspects of their business to improve their cost structures and increase the quality and velocity of their operations. Increasingly, the relative emphasis among our customers is shifting towards investment and innovation, as reflected in accelerated demand for our digital services. We also saw an increase inoperations services and solutions has only increased since the beginning of the COVID-19 pandemic, as demand for larger, more complex projects, including managedmobile workplace solutions, e-commerce, automation and AI and cybersecurity services contracts, which are transformational for our customers. Such contracts may have longer sales cycles and ramp-up periods and could lead to greater variability in our period to period operating results.solutions has grown.

_______________
2Non-GAAP income from operations and non-GAAP diluted earnings per share are not measurements of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measures.

In 2017, our operating margin decreased to 16.8% from 17.0% in 2016, while our non-GAAP operating margin increased to 19.7%3 from 19.5%3 in 2016. The decrease in our GAAP operating margin was due to increases in compensation and benefit costs, the impact of realignment charges and an increase in depreciation expense, partially offset by efficiencies of leveraging our cost structure over a larger organization and a reduction in immigration costs. The increase in our non-GAAP operating margin was due to efficiencies of leveraging our cost structure over a larger organization and a reduction in immigration costs, partially offset by increases in compensation and benefit costs and an increase in depreciation expense.
On December 22, 2017, the United States enacted the Tax Reform Act, which significantly revised the U.S. corporate income tax law for tax years beginning after December 31, 2017 by (among other provisions):
reducing the U.S. federal statutory corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017;
implementing a modified territorial tax system that includes a one-time transition tax on all accumulated undistributed earnings of foreign subsidiaries; and
providing for a full deduction on future dividends received from foreign affiliates.
As a result of the enactment of the Tax Reform Act, our historical and future foreign earnings are no longer subject to U.S. federal income taxes upon repatriation beyond the one-time transition tax. We therefore reevaluated our assertion that our non-U.S. earnings would be indefinitely reinvested and concluded that our Indian earningsOur clients will likely continue to be indefinitely reinvested while the accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, are now available for repatriation to the United States. During the fourth quarter of 2017, we recorded a one-time provisional net income tax expense of $617 million, which is comprised of: (i) the one-time transition tax expense on accumulated undistributed earnings of foreign subsidiaries of $635 million, (ii) foreign and U.S. state income tax expense that will be applicable upon repatriation of the accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, of $53 million, partially offset by (iii) an income tax benefit of $71 million resulting from the revaluation of U.S. net deferred income tax liabilities to the new lower U.S. income tax rate. The one-time incremental income tax expense is provisional as it reflects certain assumptions based upon our interpretation of the Tax Reform Act as of January 18, 2018 and may change, possibly materially, as we receive additional clarification and guidance and as the interpretation of the Tax Reform Act evolves over time.
Our effective income tax rate for 2017 was 43.4% as compared to 34.2% in 2016. Our 2017 effective income tax rate included a negative impact of 23.2% of pretax earnings due to the Tax Reform Act. Our 2016 effective income tax rate included a negative impact of 10.1% of pretax earnings due to the one-time tax adjustment relating to the India Cash Remittance.
For the years 2018 through 2020, we expect our effective income tax rate to be in the range of 24% to 26%, excluding the impact of discrete items, if any. Our projected effective income tax rates incorporate the anticipated impact of the Tax Reform Act, assumptions regarding our future earnings and their geographic mix, management’s assessment of tax law in the various jurisdictions in which we operate and other risks and uncertainties. As such, our effective income tax rate projections are subject to change, possibly materially, due to changes in underlying estimates and assumptions, changes in tax law and guidance that may be issued, actions the Company may take as a result of these developments, as well as other factors that may be beyond our control.
As previously disclosed, the Company is conducting an internal investigation focused on whether certain payments relating to Company-owned facilities in India were made improperly and in possible violation of the U.S. Foreign Corrupt Practices Act, or FCPA, and other applicable laws. The investigation is also examining various other payments made in small amounts in India that may not have compliedcontend with Company policy or applicable law. In September 2016, we voluntarily notified the Department of Justice, or DOJ, and the Securities and Exchange Commission, or SEC, and are cooperating fully with both agencies. The investigation is being conducted under the oversight of the Audit Committee, with the assistance of outside counsel. To date, the investigation has identified a total of approximately $6 million in payments made between 2009 and 2016 that may have been improper. In the second half of 2016, we recorded an out-of-period correction related to $4 million of such payments that had been previously capitalized that should have been expensed. There were no adjustments recorded during 2017 related to the amounts under investigation.



_______________
3Non-GAAP operating margin is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measures.

In 2016, there were putative securities class action complaints filed, naming us and certain of our current and former officers as defendants and alleging violations of the Securities Exchange Act of 1934, as amended, or the Exchange Act, based on allegedly false or misleading statements related to potential violations of the FCPA, our business, prospects and operations, and the effectiveness of our internal control over financial reporting and our disclosure controls and procedures. Additionally, in 2017 and 2016, putative shareholder derivative complaints were filed, naming us, certain of our current and former directors and certain of our current and former officers as defendants. See the section titled "Part I, Item 3. Legal Proceedings."
In 2017, we incurred $36 million in costs related to the FCPA investigation and related lawsuits in addition to the $27 million we incurred in 2016. We expect to continue to incur expenses related to these matters in 2018.
We finished the year with approximately 260,000 employees, which is a decrease of approximately 200 over the prior year end. Annualized turnover, including both voluntary and involuntary, was approximately 17.9% for the three months ended December 31, 2017. The majority of our turnover occurs in India. As a result, annualized attrition rates in the United States and Europe are below our global attrition rate. In addition, attrition is weighted towards the more junior members of our staff.
During 2018, barring any unforeseen events, we expect the following factors to affect our business and our operating results:
Demand from our customers for digital services;
Our customers' dual mandate of simultaneously achieving cost savings while investing in transformation and innovation;
Continued focus by customers on directing technology spending towards cost containment projects, such as application maintenance, infrastructure services and business process services;
Secularindustry-specific changes driven by evolving digital technologies, and regulatory changes, including potential regulatory changes with respect to immigration and taxes;
Demand from our healthcare customers may continue to be affected by the uncertainty in the regulatory environment;
Demand from certain banking customers mayenvironment, industry consolidation and convergence as well as international trade policies and other macroeconomic factors, which could affect their demand for our services. The COVID-19 pandemic may continue to be negatively affected by their continued focus on optimizing their cost structure and managing their discretionary spending;
Discretionary spending byimpact demand, particularly among our retail, customers may continue to be affected by weakness in the retail sector;
Legal feesconsumer goods, travel and other expenses related to the internal investigation and related matters as described above; and
Volatility in foreign currency rates.
In response to this environment, we plan to:
Continue to invest inhospitality clients within our digital practice areas of focus across industries and geographies;
Continue to invest in our talent base, including through local hiring and re-skilling, and new service offerings, including digital technologies and new delivery models;
Partner with our existing customers to garner an increased portion of our customers’ overall technology spend by providing innovative solutions;
Focus on growing our business in Europe, the Middle East, Asia Pacific and Latin America, where we believe there are opportunities to gain market share;
Increase our strategic customer base across all of our business segments;
Pursue strategic acquisition opportunities that we believe add new technologies, including digital technologies, or platforms that complement our existing services, improve our overall service delivery capabilities, and/or expand our geographic presence; and
Focus on operating discipline in order to appropriately manage our cost structure.
Business Segments
Our reportable segments are:
Financial Services, which consists of our banking and insurance operating segments;
Healthcare, which consists of our healthcare and life sciences operating segments;
Products and Resources (previously referred tosegment as Manufacturing/Retail/Logistics), which consists ofwell as communications and media clients in our retail and consumer goods, manufacturing and logistics, travel and hospitality, and energy and utilities operating segments; and
Communications, Media and Technology (previously referredsegment. The significant and evolving nature of the COVID-19 pandemic makes it difficult to as Other)estimate its future impact on our ongoing business, results of operations and overall financial performance. See Part I, which includesItem 1A. Risk Factors.
As a global professional services company, we compete on the basis of the knowledge, experience, insights, skills and talent of our communicationsemployees and media operating segmentthe value they can provide to our clients. Competition for skilled labor is intense and our technology operating segment.success is dependent, in large part, on our ability to keep our supply of skilled employees, in particular those with experience in key digital areas, in balance with client demand around the world. As such, we will continue to focus on recruiting, talent management and employee engagement to attract and retain our employees.

We will continue to pursue strategic acquisitions, investments and alliances that will expand our talent, experience and capabilities in key digital areas or in particular geographies or industries.
Our chief operating decision maker evaluates Cognizant’s performanceIn addition, our future results may be affected by immigration law changes that may impact our ability to do business or significantly increase our costs of doing business, potential tax law changes and allocates resources based on segment revenuesother potential regulatory changes, including potentially increased costs in 2021 and operating profit. Segment operating profit is definedfuture years for employment and post-employment benefits in India as income from operations before unallocated costs. Generally, operating expenses for each operating segment have similar characteristics and are subject toa result of the same factors, pressures and challenges. However,issuance of the economic environment and its effects on industries served by our operating groups may affect revenues and operating expenses to different degrees. Expenses includedCode in segment operating profit consist principally of direct selling and delivery costslate 2020, as well as a per seat charge for use of the global delivery centers. Certain selling, general and administrative expenses, excess or shortfall of incentive compensation for delivery personnel as compared to target, stock-based compensation expense, costs related to the potential resolution of legal and regulatory matters discussed in Note 15 to our realignment program,consolidated financial statements. For additional information, see Part I, Item 1A. Risk Factors.
22


Results of Operations
For a portion of depreciation and amortization and the impact of the settlementsdiscussion of our cash flow hedges are not allocatedresults of operations for the year ended December 31, 2018, including a year-to-year comparison between 2019 and 2018, refer to individual segments in internal management reports used by the chief operating decision maker. Accordingly, such expenses are excluded from segment operating profit.
We provide a significant volumePart II, Item 7, "Management's Discussion and Analysis of services to many customers in each of our business segments. Therefore, a loss of a significant customer or a few significant customers in a particular segment could materially reduce revenues for that segment. However, no individual customer accounted for sales in excess of 10% of our consolidated revenues during 2017, 2016 or 2015. In addition, the services we provide to our larger customers are often critical to the operations of such customersFinancial Condition and we believe that a termination of our services would require an extended transition period with gradually declining revenues.

Results of OperationsOperations" in our Annual Report Form 10-K for the Three Yearsyear ended December 31, 2019.
The Year Ended December 31, 20172020 Compared to The Year Ended December 31, 2019
The following table sets forth certain financial data for the three years ended December 31, 2017:
31:
 2017 
% of
Revenues
 2016 
% of
Revenues
 2015 
% of
Revenues
 Increase/Decrease% of% ofIncrease / Decrease
2017 20162020Revenues2019Revenues$%
 (Dollars in millions, except per share data)(Dollars in millions, except per share data)
Revenues $14,810
 100.0 $13,487
 100.0 $12,416
 100.0 $1,323
 $1,071
Revenues$16,652 100.0$16,783 100.0$(131)(0.8)
Cost of revenues(1)
 9,152
 61.8 8,108
 60.1 7,440
 59.9 1,044
 668
Cost of revenues(1)
10,671 64.110,634 63.437 0.3 
Selling, general and administrative expenses(1)
 2,769
 18.7 2,731
 20.2 2,509
 20.2 38
 222
Selling, general and administrative expenses(1)
3,100 18.62,972 17.7128 4.3 
Restructuring chargesRestructuring charges215 1.3217 1.3(2)(0.9)
Depreciation and amortization expense 408
 2.8 359
 2.7 325
 2.6 49
 34
Depreciation and amortization expense552 3.3507 3.045 8.9 
Income from operations 2,481
 16.8 2,289
 17.0 2,142
 17.3 192
 147
Income from operations2,114 12.72,453 14.6(339)(13.8)
Other income (expense), net 174
 68
 22
 106
 46
Other income (expense), net(18)90 (108)(120.0)
Income before provision for income taxes 2,655
 17.9 2,357
 17.5 2,164
 17.4 298
 193
Income before provision for income taxes2,096 12.62,543 15.2(447)(17.6)
Provision for income taxes (1,153) (805) (540) (348) (265)Provision for income taxes(704)(643)(61)9.5 
Income from equity method investment 2
 1
 
 1
 1
Income (loss) from equity method investmentsIncome (loss) from equity method investments— (58)58 (100.0)
Net income $1,504
 10.2 $1,553
 11.5 $1,624
 13.1 $(49) $(71)Net income$1,392 8.4$1,842 11.0$(450)(24.4)
Diluted earnings per share $2.53
 $2.55
 $2.65
 $(0.02) $(0.10)
Other Financial Information (2)
        
Non-GAAP income from operations and non-GAAP operating margin $2,912
 19.7 $2,636
 19.5 $2,450
 19.7 276
 $186
Non-GAAP diluted earnings per share $3.77
 $3.39
 $3.07
 $0.38
 $0.32
Diluted EPSDiluted EPS$2.57 $3.29 $(0.72)(21.9)
Other Financial Information 3
Other Financial Information 3
Adjusted Income From Operations and Adjusted Operating MarginAdjusted Income From Operations and Adjusted Operating Margin$2,394 14.4$2,787 16.6(393)(14.1)
Adjusted Diluted EPSAdjusted Diluted EPS$3.42 $3.99 $(0.57)(14.3)
_____________________
(1)Exclusive of depreciation and amortization expense.
(1)    Exclusive of depreciation and amortization expense.    

Revenues - Overall
During 2020, revenues decreased by $131 million as compared to 2019, representing a decline of 0.8%, or 0.7% on a constant currency basis3. Across all business segments and regions, revenues were negatively impacted by the ransomware attack and the COVID-19 pandemic. In addition, our exit from certain content-related services and the Proposed Exit negatively impacted our revenues by $178 million and $118 million, respectively. We continue to experience pricing pressure within our core portfolio of services as our clients optimize the cost of supporting their legacy systems and operations. At the same time, clients are adopting and integrating digital technologies and their demand for our digital services and solutions has continued to increase since the beginning of the COVID-19 pandemic as a result of increased demand for mobile workplace solutions, e-commerce, automation and AI and cybersecurity services and solutions. Additionally, the year-over-year change in our revenues included 210 basis points of benefit from our recently completed acquisitions, including Collaborative Solutions, Zenith and Contino. Revenues from clients added during 2020, including those related to acquisitions, were $342 million.




(2)Non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per share are not measurements of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure.
Revenues - Overall. Revenues increased by 9.8% during 2017 as compared to an increase3    Adjusted Income From Operations, Adjusted Operating Margin, Adjusted Diluted EPS and constant currency revenue growth are not measurements of 8.6%financial performance prepared in 2016. The increases in revenues in 2017accordance with GAAP. See “Non-GAAP Financial Measures” for more information and 2016 were primarily attributed to services relatedreconciliations to the integrationmost directly comparable GAAP financial measures, as applicable.
23

Table of digital technologies that are reshaping our customers' business and operating models to align with shifts in consumer preferences, increased customer spending on discretionary projects, continued interest in using our global delivery model as a means to reduce overall technology and operations costs and continued penetration in all our geographic markets. Revenues from new customers contributed $208 million and $220 million, representing 15.7% and 20.5% of the year-over-year revenue growth for 2017 and

  For the years ended December 31,
  2017 2016 2015
Top five customers 8.9% 10.0% 11.0%
Top ten customers 14.9% 16.7% 18.6%
As we continue to add new customers and increase our penetration at existing customers, we expect the percentage of revenues from our top five and top ten customers to continue to decline over time.
Revenues - Reportable Segments. Business Segments
Revenues by reportable business segment were as follows:
 2017 2016 2015 Increase
2017 201620202019Increase / (Decrease)
$ % $ %$%
CC%4
 (Dollars in millions)(Dollars in millions)
Financial Services $5,636
 $5,366
 $5,003
 $270
 5.0 $363
 7.3Financial Services$5,621 $5,869 $(248)(4.2)(4.0)
Healthcare 4,263
 3,871
 3,668
 392
 10.1 203
 5.5Healthcare4,852 4,695 157 3.3 3.1 
Products and Resources 3,040
 2,660
 2,344
 380
 14.3 316
 13.5Products and Resources3,696 3,770 (74)(2.0)(1.7)
Communications, Media and Technology 1,871
 1,590
 1,401
 281
 17.7 189
 13.5Communications, Media and Technology2,483 2,449 34 1.4 1.6 
Total revenues $14,810
 $13,487
 $12,416
 $1,323
 9.8 $1,071
 8.6Total revenues$16,652 $16,783 $(131)(0.8)(0.7)
Financial Services
Revenues from our Financial Services segment grew 5.0%declined 4.2%, or 4.0% on a constant currency basis4, in 2017. Growth was stronger2020. Revenues among our insurance customers, where revenues increasedclients decreased by $191$85 million as compared to an increasea decrease of $79$163 million from our banking customers. In this segment,clients. The Proposed Exit negatively impacted our revenues from customersbanking clients by $118 million. Revenues from clients added during 20172020, including those related to acquisitions, were $56 million$70 million. Moderate revenue growth generated by our digital services did not fully offset revenue declines attributable to certain financial services clients who continued to transition the support of some of their legacy systems and represented 20.7% of the year-over-year revenues increase in this segment. Key areas of focus for our Financial Services customers included the adoption and integration of digital technologies that are reshaping our customers' business and operating models, cost optimization, robotic process automation, cyber security and vendor consolidation. Demand from certain banking customers may continue to be negatively affected by their continued focus on optimizing their cost structure and managing their discretionary spending.
Revenues from our Financial Services segment grew 7.3% in 2016. In 2016, growth was stronger among our insurance customers, where revenues increased by $202 million as compared to an increase of $161 million from our banking customers. In 2016, revenues from customers added during that year was $64 million and represented 17.6% of the year-over-year revenues increase in this segment. In 2016, demand from certain of our banking customers was negatively affected by the macroeconomic conditions affecting the industry, including a sustained low interest rate environment and the weakening of the British pound due to the results of the June 2016 United Kingdom referendum to exit the European Union, or Brexit Referendum.operations in-house.
Healthcare
Revenues from our Healthcare segment grew 10.1%3.3%, or 3.1% on a constant currency basis4, in 2017. Within2020. Revenues in this segment revenues increased by $279 million from our healthcare customers as compared to an increase of $113$173 million among our life sciences customers. Revenues from customers added during 2017 were $40 million and represented 10.2% of the year-over-year revenue increase in this segment. The increase inscience clients while revenues from our healthcare clients decreased $16 million. Revenue growth among our life sciences customersclients was driven by a growing demand for a broader range of services, including business process services, advanced data analyticsrevenues from Zenith and solutions that span multiple service lines while leveraging cloud technologies and platforms. Theincreased demand for our services among pharmaceutical companies. Revenues from our healthcare customers continuesclients were negatively impacted by the establishment of an offshore captive by a large client, partially offset by the 2019 negative impact of a customer dispute with a healthcare client related to a large volume based contract. Additionally, revenues from our healthcare clients benefited from stronger software license sales in 2020. Revenues from clients added during 2020, including those related to acquisitions, were $50 million. Demand from our healthcare clients may continue to be affected by uncertainty in the regulatory environment. We believe that in the long term the healthcare industry continues to present a significant growth opportunity due to factors that are transforming the industry, including the changing regulatoryand political environment increasing focus on medical costs, and the consumerization of healthcare.
Revenues from our Healthcare segment grew 5.5% in 2016. In 2016, our life sciences and healthcare customers contributed $139 million and $64 million, respectively, to the year-over-year revenue growth. In 2016, revenues from

customers added during that year were $50 million and represented 24.6% of the year-over-year revenues increase in this segment. The 2016 increase in revenueswhile demand from our life sciences customers was drivenclients may be affected by a growing demand for a broader range of services, including business process services, advanced data analytics and solutions that span multiple service lines while leveraging cloud technologies and platforms.industry consolidation.
Products and Resources (previously referred to as Manufacturing/Retail/Logistics)
Revenues from our Products and Resources segment grew 14.3%declined 2.0%, or 1.7% on a constant currency basis4, in 2017. Revenue growth in this segment was strongest among2020. Retail, consumer goods, travel and hospitality clients were particularly adversely affected by the COVID-19 pandemic. Thus, revenue from our energytravel and utilities customershospitality clients and manufacturing and logistic customers, where revenues increased by a combined $326 million, including revenues from new strategic customers acquired in the fourth quarter of 2016. Revenues from our retail and consumer goods customers and travel and hospitality customers increasedclients decreased by a combined $54 million. Revenues from customers added during 2017 were $85$126 million and represented 22.4% of the year-over-year revenues increase in this segment. Demand within this segment continues to be driven by increased adoption of digital technologies that are reshaping our customers' business and operating models, as well as growing demand for analytics, supply chain consulting, implementation initiatives, smart products, transformation of business models, internet of things and omni channel commerce implementation and integration services. Discretionary spending by our retail customers has been and may continue to be affected by weakness in the retail sector.
$100 million, respectively. Revenues from our Products and Resources segment grew 13.5% in 2016. During 2016, ourmanufacturing, logistics, energy and utilities customersclients increased by $152 million due to our clients' adoption and manufacturing and logistic customers contributed $186 million to the year-over-year growth as compared to $130 million for our retail and consumer goods customers and travel and hospitality customers. In 2016, revenuesintegration of digital technologies. Revenues from customersclients added during that year2020, including those related to acquisitions, were $71 million and represented 22.5% of the year over year revenue increase in this segment. Demand within this segment in 2016 was primarily driven by the same factors that contributed to the 2017 revenue growth.$105 million.
Communications, Media and Technology (previously referred to as Other)
Revenues from our Communications, Media and Technology segment grew 17.7% 1.4%, or 1.6% on a constant currency basis4,in 2017. In 2017, revenue growth was $1542020. Revenues from our communications and media clients increased $72 million while revenues from our technology clients decreased $38 million. Revenues among our technology clients in this segment were negatively impacted by approximately $178 million due to our exit from certain content-related services. Additionally, revenues were negatively impacted by the COVID-19 pandemic, particularly among our communications and media customers and $127 million amongclients, partially offset by growing demand from our technology customers.clients for other more strategic digital content services. Revenues from customersclients added during 20172020, including those related to acquisitions, were $27 million and represented 9.6%$117 million.




4    Constant currency revenue growth is not a measurement of the year-over-year revenues increasefinancial performance prepared in this segment. Growth within this segment was driven by the increased adoptionaccordance with GAAP. See “Non-GAAP Financial Measures” for more information.
24

Revenues from our Communications, Media and Technology segment grew 13.5% in 2016. In 2016, growth within this segment was driven by the increased adoption of digital technologies, platform engineering for cloud solutions and an expanded range of services, such as business process services. Revenue growth in this segment was strong among our communications and media customers, where revenues increased by $99 million, and our technology customers, where revenues increased by $90 million. Revenues from customers added during 2016 were $35 million and represented 18.5% of the year-over-year revenues increase in this segment.
Revenues - Geographic Locations.
Revenues by geographic market, as determined by customerclient location, were as follows:
 2017 2016 2015 Increase (Decrease)
2017 201620202019Increase / (Decrease)
$ % $ %$%
CC %5
 (Dollars in millions)(Dollars in millions)
North America $11,450
 $10,546
 $9,759
 $904
 8.6
 $787
 8.1
North America$12,581 $12,726 $(145)(1.1)(1.1)%
United Kingdom 1,150
 1,176
 1,188
 (26) (2.2) (12) (1.0)United Kingdom1,335 1,313 22 1.7 1.0 %
Rest of Europe 1,248
 969
 820
 279
 28.8
 149
 18.2
Continental EuropeContinental Europe1,653 1,691 (38)(2.2)(3.3)%
Europe - Total 2,398
 2,145
 2,008
 253
 11.8
 137
 6.8
Europe - Total2,988 3,004 (16)(0.5)(1.4)%
Rest of World 962
 796
 649
 166
 20.9
 147
 22.7
Rest of World1,083 1,053 30 2.8 6.4 %
Total revenues $14,810
 $13,487
 $12,416
 $1,323
 9.8
 $1,071
 8.6
Total revenues$16,652 $16,783 $(131)(0.8)(0.7)%
North America continues to be our largest market, representing 77.3%75.6% of total 2017 revenues and 68.3% of total revenue growth in 2017. The increase in revenues in 2017 in this2020 revenues. Our North America region was primarily attributed tonegatively impacted by our exit from certain content-related services related toin our Communications, Media and Technology segment and the integrationtransition of digital technologies that are reshaping our customers' business and operating models to align with shifts in consumer preferences, increased customer spending on discretionary projects and continued interest in using our global delivery model as a means to reduce overall technology and operations costs. In 2017, revenue growth in Europe and Restthe support of World markets was driven by an increase in demandlegacy systems for an expanded range of services, such as business processcertain financial services and customer adoption

and integration of digital technologies that are reshaping our customers' business and operating models. Revenueshealthcare clients in-house. Our Continental Europe region was negatively impacted by the Proposed Exit, partially offset by growth from our customerslife sciences customers. Revenues in Europe grew 11.8% after a negative currency impact of 1.2%. Specifically, revenuesour United Kingdom region have particularly benefited from our Rest of Europe customers, including revenues from our newly acquired strategic customers, increased 28.8% inclusive of a positive currency impact of 2.0%, while within the United Kingdom we experienced a decrease in revenues of 2.2% after a negative currency impact of 3.8%.recently completed acquisitions. Revenue growth in the United Kingdom was negatively affected by weakness in the banking sector in that country. Revenues from our Rest of World customers grew 20.9%, primarily driven by the Australia and India markets. We believe that Europe, the Middle East, Asia Pacific and Latin America will continue to be areas of significant investment for us as we see these regions as long term growth opportunities.

In 2016, North America was also our largest market, representing 78.2% of total revenues and 73.5% of total revenue growth. Revenue growth in Europe and Rest of World marketsregion was driven by an increase in demand for an expanded range of services, such as business process servicesour Communications, Media and customer adoption and integration of digital technologies that are reshaping our customers' business and operating models. Revenues from our customers in Europe grew 6.8%, after a negative currency impact of 6.5%. Specifically, within the United Kingdom, we experienced a decline in revenues of 1.0%, after a negative currency impact of 10.0% while revenues from our Rest of Europe customers increased 18.2% after a negative currency impact of 1.4%. Revenue growth from our United Kingdom and Rest of Europe customers was negatively affected by macroeconomic conditions, including the weakening of the British pound and uncertainty in the markets due to the result of the Brexit Referendum. Revenues from our Rest of World customers grew 22.7% after a negative currency impact of 2.5% and were primarily driven by the India, Singapore, Australia, Japan and Hong Kong markets.Technology clients.

Cost of Revenues (Exclusive of Depreciation and Amortization Expense).

Our cost of revenues consists primarily of salaries, incentive-based compensation, stock-based compensation expense, employee benefits, project-related immigration and travel expenses for technical personnel, subcontracting and subcontractingequipment costs relatedrelating to revenues. Our cost of revenues increased by 12.9%0.3% during 20172020 as compared to an2019, increasing as a percentage of revenues to 64.1% in 2020 compared to 63.4% in 2019. The increase in cost of 9.0% during 2016. In 2017, the increaserevenues, as a percentage of revenues, was due primarily to an increase in costs related to higher incentive-based compensation and benefits costs of $953 million and increasesaccrual rates in certain professional service costs. In 2016, the increase was due primarily to an increase in compensation2020 and benefits costs (partially offset by the impact of lower incentive-based compensation costs) of $508 millionthe Proposed Exit, the COVID-19 pandemic and increases in certain professional service costs,the ransomware attack. These impacts were partially offset by a significant decrease in travel and entertainment costs as a result of a reduction in travel due to the favorable impactCOVID-19 pandemic, the cost savings generated as a result of our cost optimization strategy and the depreciation of the Indian rupee against the U.S. dollardollar.
SG&A Expenses (Exclusive of Depreciation and realized gains on settlement of cash flow hedges in 2016 as compared to losses in 2015.Amortization Expense)
Selling, General and Administrative Expenses. Selling, general and administrativeSG&A expenses consist primarily of salaries, incentive-based compensation, stock-based compensation expense, employee benefits, immigration, travel, marketing, communications, management, finance, administrative and occupancy costs. Selling, general and administrativeSG&A expenses including depreciation and amortization, increased by 2.8%4.3% during 20172020 as compared to an increase of 9.0% during 2016. Selling, general and administrative expenses, including depreciation and amortization, decreased2019, increasing as a percentage of revenues to 21.5%18.6% in 20172020 as compared to 22.9%17.7% in 2016 and 22.8% in 2015. In 2017, the decrease as a percentage of revenues was due primarily to a decrease in compensation and benefit costs and a decrease in immigration expense, partially offset by increases in certain operating and professional service costs and increases in depreciation and amortization due to recent acquisitions. In 2016, the2019. The increase, as a percentage of revenues, was due primarily to an increase in costs related to higher incentive-based compensation accrual rates in 2020, investments intended to drive organic and benefit costs (excluding incentive-based compensation), certain professional service costsinorganic revenue growth and increases in depreciationthe impacts of the COVID-19 pandemic, the Proposed Exit and amortization due to recent acquisitions,the ransomware attack. These negative impacts were partially offset by a significant decrease in travel and entertainment costs as a result of a reduction in travel due to the impactCOVID-19 pandemic and lower immigration costs, in addition to the $117 million incremental accrual in 2019 related to the India Defined Contribution Obligation as discussed in Note 15 to our consolidated financial statements.
Restructuring Charges
Restructuring charges consist of lower incentive-based compensation costs, the favorable impactour 2020 Fit for Growth Plan and our realignment program. Restructuring charges were $215 million, or 1.3% as a percentage of the depreciation of the Indian rupee versus the U.S. dollar and realized gains on the settlement of cash flow hedges in 2016revenues during 2020, as compared to losses$217 million, or 1.3% as a percentage of revenues, during 2019. For further detail on our restructuring charges see Note 4 to our consolidated financial statements.
Depreciation and Amortization Expense
Depreciation and amortization expense increased by 8.9% during 2020 as compared to 2019. The increase was due to procurement of additional computer equipment primarily to provision work-from-home arrangements and amortization of intangibles from recently completed acquisitions.
5    Constant currency revenue growth is not a measurement of financial performance prepared in 2015. In 2017 and 2016, we incurred $36 million and $27 million, respectively, in costs related to the FCPA investigation and related lawsuits.accordance with GAAP. See “Non-GAAP Financial Measures” for more information.
Income from Operations and
25

Operating Margin - Overall. Income from operations increased 8.4% in 2017 as compared to an increase of 6.9% in 2016.
Our operating margin and Adjusted Operating Margin6 decreased to 16.8% of revenues12.7% and 14.4%, respectively, in 20172020 from 17.0% of revenues in 2016, due14.6% and 16.6%, respectively, during 2019. Our GAAP and Adjusted Operating Margin6 were adversely impacted by higher incentive-based compensation accrual rates, investments intended to increases in compensationdrive organic and benefit costs,inorganic revenue growth, the impact of realignment chargesthe Proposed Exit, the decline in revenues brought on by the COVID-19 pandemic and an increase in depreciation expense,the impact of the ransomware attack on both revenues and costs. These impacts were partially offset by efficiencies of leveraging our cost structure over a larger organizationsignificant decrease in travel and a reduction in immigration costs. In 2016, operating margin decreased to 17.0% of revenues from 17.3% of revenues in 2015,entertainment expenses due to increases in compensation and benefit costs (excluding incentive-based compensation), increases in certain professional servicethe COVID-19 pandemic, the cost savings generated as a result of the 2020 Fit for Growth Plan, lower immigration costs and increases in depreciation and amortization due to recent acquisitions, partially offset by the impact of lower incentive-based compensation in 2016, the depreciation of the Indian rupee against the U.S. dollar, and realized gains on settlementdollar. In addition, our 2019 GAAP operating margin included a 0.7% negative impact of cash flow hedgesthe incremental accrual in 20162019 related to the India Defined Contribution Obligation as compareddiscussed in Note 15 to losses in 2015. our consolidated financial statements, while our 2020 GAAP operating margin was negatively impacted by COVID-19 Charges.
Excluding the impact of applicable designated cash flow hedges, the appreciation of the Indian rupee against the U.S. dollar negatively impacted our operating margin by approximately 58 basis points or 0.58 percentage points in 2017, while in 2016 the depreciation of the Indian rupee against the U.S. dollar positively impacted our operating margin by approximately 9092 basis points or 0.900.92 percentage points.points in 2020, while in 2019 the depreciation of the Indian rupee against the U.S. dollar positively impacted our operating margin by approximately 53 basis points or 0.53 percentage points. Each additional 1.0% change in exchange rate between the Indian rupee and the U.S. dollar will have the effect of moving our operating margin by approximately 1917 basis points or 0.190.17 percentage points.

We have enteredenter into foreign exchange forwardderivative contracts to hedge certain Indian rupee denominated payments in India. These hedges are intended to mitigate the volatility of the changes in the exchange rate between the U.S. dollar and the Indian rupee. During the year ended December 31, 2017,The impact of the settlement of certainour cash flow hedges positively impacted our operating margin by approximately 87 basis points or 0.87 percentage points as compared to a positive impact of approximately 13 basis points or 0.13 percentage pointswas immaterial in 20162020 and a negative impact of approximately 57 basis points or 0.57 percentage points in 2015.
For the years ended December 31, 2017, 2016 and 2015, our non-GAAP operating margins were 19.7%4, 19.5%4 and 19.7%4, respectively. As set forth in the “Non-GAAP Financial Measures” section below, our non-GAAP operating margin excludes stock-based compensation expense, acquisition-related charges and, in 2017, realignment charges.2019.
Our most significant costs are the salaries and related benefits for our programming staff and other professionals.employees. These costs are affected by the impact of inflation. In certain regions, competition for professionals with the advanced technical skills necessary to perform our services has caused wages to increase at a rate greater than the general rate of inflation. As
We finished the year ended December 31, 2020 with other service providersapproximately 289,500 employees, which is a decrease of 3,000 as compared to December 31, 2019. For the three months ended December 31, 2020, annualized turnover, including both voluntary and involuntary, was approximately 19.0%. Turnover for the years ended December 31, 2020 and 2019, including both voluntary and involuntary, was approximately 20.6% and 21.7%. Voluntary attrition normally constitutes the significant majority of our attrition. In 2020, we saw elevated levels of involuntary attrition due to our Fit for Growth Plan, including the exit from certain content-related services. We also saw a decrease in our industry, we must adequately anticipate wage increases, particularly on our fixed-price and transaction- or volume-based priced contracts. Historically, we have experienced increases in compensation and benefit costs in India; however, this has not had a material impact on our results of operations as we have been able to absorb such cost increases through cost management strategies, such as managing discretionary costs, the mix of professional staff and utilizationvoluntary attrition from historic levels and achieving other operating efficiencies. There can be no assurance that we will be able to offset such cost increases in the future.early stages of the COVID-19 pandemic. Both voluntary and involuntary attrition are weighted towards our more junior employees.
Segment Operating Profit. Profit and Margin
Segment operating profitsprofit and margin were as follows:
2020Operating Margin %2019Operating Margin %Increase /(Decrease)
(Dollars in millions)
Financial Services$1,449 25.8 $1,605 27.3 $(156)
Healthcare1,383 28.5 1,261 26.9 122 
Products and Resources1,078 29.2 1,028 27.3 50 
Communications, Media and Technology794 32.0 732 29.9 62 
Total segment operating profit and margin4,704 28.2 4,626 27.6 78 
Less: unallocated costs2,590 2,173 417 
Income from operations$2,114 12.7 $2,453 14.6 $(339)
       Increase / Decrease
       2017 2016
 2017 2016 2015 $ % $ %
 (Dollars in millions)
Financial Services$1,636
 $1,707
 $1,642
 $(71) (4.2) $65
 4.0
Healthcare1,304
 1,153
 1,200
 151
 13.1
 (47) (3.9)
Products and Resources868
 851
 803
 17
 2.0
 48
 6.0
Communications, Media and Technology565
 488
 453
 77
 15.8
 35
 7.7
Total segment operating profit4,373
 4,199
 4,098
 174
 4.1
 101
 2.5
Less: unallocated costs1,892
 1,910
 1,956
 (18) (0.9) (46) (2.4)
Income from operations$2,481
 $2,289
 $2,142
 $192
 8.4
 $147
 6.9
In 2017, inAcross all our Financial Services, Products and Resources, and Communications, Media and Technology business segments, operating profits decreased asmargins benefited from a percentage of revenuessignificant decrease in travel and entertainment costs due to increasesCOVID-19 related reductions in compensation and benefits costs, investments to acceleratetravel, cost savings generated by our shift to digital, including re-skilling of service delivery personnel,cost optimization initiatives and the negative impactdepreciation of the appreciation of various currencies, including the Indian rupee against the U.S. dollar. Ourdollar, partially offset by investments intended to drive organic and inorganic revenue growth and the negative impact on revenues of the COVID-19 pandemic and the ransomware attack. The 2020 operating margin in our Financial Services segment’s operating profitsegment was negatively impacted by weakness in the banking sector as certain customers focused on optimizing their cost structure and managing their discretionary spending. The segmentProposed Exit. Additionally, the 2019 operating profit of our Healthcare business segment increased as a percentage of revenues, benefiting from lower losses on certain fixed-price contracts with customers in 2017.
In 2016, across all our segments, segment operating profit decreased as a percentage of revenues due to increases in compensation and benefit costs (excluding incentive-based compensation), increases in certain professional service costs and continued investments to grow our business, partially offset by the favorable impact of the depreciation of the Indian rupee versus the U.S. dollar. The operating profitmargin in our Healthcare segment was furthernegatively impacted by client mergers within the segment and a loss on a fixed-price contractdispute with a customer of $27 million. In 2016, therelated to a large volume based contract. The increase in unallocated costs decreased whenin 2020 compared to 20152019 is primarily due to lower incentive-based compensation accrual rates in 2016 compared to 2015.




___________________
4Non-GAAP operating margin is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure.

6    Adjusted Operating Margin is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure.
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to a smaller shortfall in 2020 than in 2019 of incentive-based compensation as compared to target, COVID-19 Charges and costs related to the ransomware attack, partially offset by the 2019 India Defined Contribution Obligation discussed in Note 15 to our consolidated financial statements.
Other Income (Expense), Net.
Total other income (expense), net consists primarily of foreign currency exchange gains and (losses),losses, interest income and interest expense. The following table sets forth total other income (expense), net for the years ended December 31:
20202019Increase / Decrease









Increase / Decrease(in millions)

2017
2016
2015
2017
2016
(in millions)
Foreign currency exchange gains (losses)$90
 $(27) $(43) $117
 $16
(Losses) on foreign exchange forward contracts not designated as hedging instruments(23) (3) 
 (20) (3)
Foreign currency exchange gains (losses), net67
 (30) (43) 97
 13
Foreign currency exchange (losses)Foreign currency exchange (losses)$(53)$(73)$20 
(Losses) gains on foreign exchange forward contracts not designated as hedging instruments(Losses) gains on foreign exchange forward contracts not designated as hedging instruments(63)(71)
Foreign currency exchange (losses), netForeign currency exchange (losses), net(116)(65)(51)
Interest income133
 115
 84
 18
 31
Interest income119 176 (57)
Interest expense(23) (19) (18) (4) (1)Interest expense(24)(26)
Other, net(3) 2
 (1) (5) 3
Other, net(2)
Total other income (expense), net$174
 $68
 $22
 $106
 $46
Total other income (expense), net$(18)$90 $(108)
The foreign currency exchange gains (losses) in all the years presentedand losses were primarily attributableattributed to the remeasurement of the Indian rupee denominated net monetary assets and liabilities in our U.S. dollar functional currency India subsidiaries as
well asand, to a lesser extent, the remeasurement of other net monetary assets and liabilities denominated in currencies other than the functional currencies of our subsidiaries. The gains and losses on our foreign exchange forward contracts not designated as hedging instruments relaterelated to the realized and unrealized gains and losses on foreign exchange forward contracts entered into primarily to offset foreign currency exposure to the Indian rupee and other non-U.S. dollar denominated net monetary assets and liabilities. As of December 31, 2017,2020, the notional value of our undesignated hedges was $255$637 million. The increasesdecrease in interest income of $57 million was primarily attributable to lower yields in 2017 and 2016 were primarily attributed to increases in average invested balances.2020.
Provision for Income Taxes.
The provision for income taxes was $1,153$704 million in 2017, $8052020 and $643 million in 2016 and $540 million in 2015.2019. The effective income tax rate increased to 43.4%33.6% in 2017 from 34.2%2020 as compared to 25.3% in 2016 and 25.0% in 2015. Our 2017 effective income tax rate included a negative impact of 23.2% of pre-tax earnings due to2019 primarily driven by the Tax Reform Act. Our 2016 effective income tax rate included a negative impact of 10.1% of pre-tax earnings due to the one-time tax adjustment relating to the India Cash Remittance.
For the years 2018 through 2020, we expect our effective income tax rate to be in the range of 24% to 26%, excludingon Accumulated Indian Earnings, the impact of discrete items, if any. Our projected effective incomethe Proposed Exit, which was not deductible for tax rates incorporatepurposes, and the anticipated impactdepreciation of the Tax Reform Act, assumptions regardingIndian rupee against the U.S. dollar, which resulted in non-deductible foreign currency exchange losses in our future earnings and their geographic mix, management’s assessmentconsolidated statement of tax law in the various jurisdictions in whichoperations.
Income (loss) from equity method investments
In 2019, we operate and other risks and uncertainties. As such, our effective income tax rate projections are subject to change, possibly materially, due to changes in underlying estimates and assumptions, changes in tax law and guidance that may be issued, actions the Company may take as a resultrecorded an impairment charge of these developments, as well as other factors that may be beyond our control.

In May 2016, India enacted the Finance Bill 2016 that, among other things, expanded the applicability of India’s buyback distribution tax to certain share buyback transactions occurring after June 1, 2016. In mid-May, prior to the June 1, 2016 effective date of the enactment, our principal operating subsidiary in India repurchased shares from its shareholders, which are non-Indian Cognizant entities, valued at $2.8 billion. This transaction, or the India Cash Remittance, was undertaken pursuant to a plan approved by the High Court of Madras and simplified the shareholding structure$57 million on one of our principal operating subsidiaryequity method investments as further described in India. PursuantNote 5 to the transaction, our principal Indian operating subsidiary repurchased approximately $1.2 billion of the total $2.8 billion of shares from its U.S. shareholders, resulting in incremental tax expense, while the remaining $1.6 billion was repurchased from its shareholder outside the United States. Net of taxes, the transaction resulted in a remittance of cash to the United States in the amount of $1.0 billion. As a result of this transaction, we incurred an incremental 2016 income tax expense of $238 million.consolidated financial statements.
Net Income.
Net income was $1,504$1,392 million in 2017, $1,5532020 and $1,842 million in 2016 and $1,624 million in 2015.2019. Net income as a percentage of revenues decreased to 10.2%8.4% in 20172020 from 11.5%11.0% in 2016 primarily due to the incremental income tax expense related to the Tax Reform Act2019. The decrease in 2017. In 2016, net income was driven by lower income from operations, higher foreign currency exchange losses (inclusive of losses on our foreign exchange forward contracts not designated as hedging instruments), lower interest income and a percentage of revenues decreased to 11.5% from 13.1% in 2015 primarily due to the incrementalhigher provision for income tax expense related to the India Cash Remittance.taxes.

Non-GAAP Financial Measures

Portions of our disclosure including the following table, include non-GAAP income from operations, non-GAAP operating margin, and non-GAAP diluted earnings per share.financial measures. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures should be read in conjunction with our financial statements prepared in accordance with GAAP. The reconciliations of Cognizant’sour non-GAAP financial measures to the corresponding GAAP measures, set forth below, should be carefully evaluated.


Our non-GAAP income from operationsfinancial measures, Adjusted Operating Margin, Adjusted Income From Operations and non-GAAP operating marginAdjusted Diluted EPS exclude stock-based compensation expense, acquisition-related charges and, in 2017, realignment charges. Our definition of non-GAAP diluted earnings per shareunusual items. Additionally, Adjusted Diluted EPS excludes net non-operating foreign currency exchange gains or losses the effect of recognition in the first quarter of 2017 of an income tax benefit previously unrecognized in our consolidated financial statements related to a specific uncertain tax position, the impact of the one-time incremental income tax expense related to the Tax Reform Act in 2017 and the impact of a one-time incremental income tax expense related to the India Cash Remittance in 2016, in addition to excluding stock-based compensation expense, acquisition-related charges and, in 2017, realignment charges. Our non-GAAP diluted earnings per share is additionally adjusted for the income tax impact of all the above items, as applicable.applicable adjustments. The income tax impact of each item is calculated by applying the
27

statutory rate and local tax regulations in the jurisdiction in which the item was incurred. Constant currency revenue growth is defined as revenues for a given period restated at the comparative period’s foreign currency exchange rates measured against the comparative period's reported revenues.


We believe providing investors with an operating view consistent with how we manage the Company provides enhanced transparency into theour operating results of the Company.results. For our internal management reporting and budgeting purposes, we use various GAAP and non-GAAP financial measures for financial and operational decision making,decision-making, to evaluate period-to-period comparisons, to determine portions of the compensation for our executive officers and for making comparisons of our operating results to those of our competitors. Therefore, it is our belief that the use of non-GAAP financial measures excluding thesecertain costs provides a meaningful supplemental measure for investors to evaluate our financial performance. Accordingly, weWe believe that the presentation of our non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per share, when read in conjunctionfinancial measures along with our reportedreconciliations to the most comparable GAAP results,measure, as applicable, can provide useful supplemental information to our management and investors regarding financial and business trends relating to our financial condition and results of operations.

A limitation of using non-GAAP financial measures versus financial measures calculated in accordance with GAAP is that non-GAAP financial measures do not reflect all of the amounts associated with our operating results as determined in accordance with GAAP and may exclude costs that are recurring namely stock-based compensation expense, certain acquisition-related charges, andsuch as our net non-operating foreign currency exchange gains or losses. In addition, other companies may calculate non-GAAP financial measures differently than us, thereby limiting the usefulness of these non-GAAP financial measures as a comparative tool. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from our non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per sharefinancial measures to allow investors to evaluate such non-GAAP financial measures.

The following table presents a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure for the years ended December 31:
2020% of
Revenues
2019% of
Revenues
(Dollars in millions, except per share data)
GAAP income from operations and operating margin$2,114 12.7 %$2,453 14.6 %
Realignment charges (1)
42 0.3 169 1.0 
2020 Fit for Growth Plan restructuring charges (2)
173 1.0 48 0.3 
COVID-19 Charges (3)
65 0.4 — — 
Incremental accrual related to the India Defined Contribution Obligation (4)
— — 117 0.7 
Adjusted Income From Operations and Adjusted Operating Margin2,394 14.4 2,787 16.6 
GAAP diluted EPS$2.57 $3.29 
Effect of above adjustments, pre-tax0.52 0.60 
Effect of non-operating foreign currency exchange losses (gains), pre-tax (5)
0.22 0.11 
Tax effect of above adjustments (6)
(0.15)(0.15)
Tax on Accumulated Indian Earnings (7)
0.26 — 
Effect of the equity method investment impairment (8)
— 0.10 
Effect of the India Tax Law (9)
— 0.04 
Adjusted Diluted EPS$3.42 $3.99 
 2017 
% of
Revenues
 2016 
% of
Revenues
 2015 % of
Revenues
 (Dollars in millions, except per share data)
GAAP income from operations and operating margin$2,481
 16.8 $2,289
 17.0 $2,142
 17.3
Add: Stock-based compensation expense (1)
221
 1.5 217
 1.6 192
 1.5
Add: Acquisition-related charges (2)
138
 0.9 130
 0.9 116
 0.9
Add: Realignment charges (3)
72
 0.5 
  
 
Non-GAAP income from operations and non-GAAP operating margin$2,912
 19.7 $2,636
 19.5 $2,450
 19.7
            
GAAP diluted earnings per share$2.53
   $2.55
   $2.65
  
Effect of above operating adjustments, pre-tax0.72
   0.57
   0.50
  
Effect of non-operating foreign currency exchange (gains) losses, pre-tax (4)
(0.12)   0.04
   0.07
  
Tax effect of non-GAAP adjustments to pre-tax income (5)
(0.31)   (0.16)   (0.15)  
Effect of recognition of income tax benefit related to an uncertain tax position (6)
(0.09)   
   
  
Effect of incremental income tax expense related to the Tax Reform Act (7)
1.04
   
   
  
Effect of incremental income tax expense related to the India Cash Remittance (8)

   0.39
   
  
Non-GAAP diluted earnings per share$3.77
   $3.39
   $3.07
  

_____________________
(1)Stock-based compensation expense reported in:
(1)    As part of our realignment program, during 2020, we incurred employee retention costs and certain professional services fees and, during 2019, we incurred Executive Transition Costs, employee separation costs, employee retention costs and third party realignment costs. See Note 4 to our consolidated financial statements for additional information.
(2)    As part of our 2020 Fit for Growth plan, during 2020, we incurred certain employee separation, employee retention and facility exit costs and other charges and, during 2019, we incurred certain employee separation, employee retention and facility exit costs under the plan. See Note 4 to our consolidated financial statements for additional information.
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Table of Contents
 For the years ended December 31,
 2017 2016 2015
Cost of revenues$55
 $53
 $39
Selling, general and administrative expenses166
 164
 153
(3)    During2020, we incurred costs in response to the COVID-19 pandemic including a one-time bonus to our employees at the designation of associate and below in both India and the Philippines, certain costs to enable our employees to work remotely and provide medical staff and extra cleaning services for our facilities. Most of the costs related to the pandemic are reported in "Cost of revenues" in our consolidated statement of operations.
(2)Acquisition-related charges include, when applicable, amortization of purchased intangible assets included in the depreciation and amortization expense line on our consolidated statements of operations, external deal costs, acquisition-related retention bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired intangible assets and other acquisition-related costs.
(3)Realignment charges include severance costs, including costs associated with the VSP, lease termination costs, and advisory fees related to non-routine shareholder matters and to the development of our realignment and return of capital programs, as applicable. The total costs related to the realignment are reported in "Selling, general and administrative expenses" in our consolidated statements of operations.
(4)Non-operating foreign currency exchange gains (losses) are inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes, reported in "Foreign currency exchange gains (losses), net" in our consolidated statements of operations.
(5)
(4)    In 2019, we recorded an accrual of $117 million related to the India Defined Contribution Obligation as further described in Note 15 to our consolidated financial statements.
(5)    Non-operating foreign currency exchange gains and losses, inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes, are reported in "Foreign currency exchange gains (losses), net" in our consolidated statements of operations.
(6)    Presented below are the tax impacts of each of our non-GAAP adjustments to pre-tax income:
 For the years ended December 31,
 2017 2016 2015
Non-GAAP income tax benefit (expense) related to:     
Stock-based compensation expense$101
 $49
 $46
Acquisition-related charges48
 46
 43
Realignment charges25
 
 
Foreign currency exchange gains (losses)10
 5
 2
The effective income tax rate related to each of our non-GAAP adjustments varies dependingto pre-tax income:
For the years ended December 31,
20202019
(in millions)
Non-GAAP income tax benefit (expense) related to:
Realignment charges$11 $43 
2020 Fit for Growth Plan restructuring charges45 13 
COVID-19 Charges17 — 
Incremental accrual related to the India Defined Contribution Obligation— 31 
Foreign currency exchange gains and losses(1)
(7)    In 2020, we reversed our indefinite reinvestment assertion on Indian earnings accumulated in prior years and recorded $140 million in income tax expense.
(8)    In 2019, we recorded an impairment charge of $57 million on one of our equity investments as further described in Note 5 to our consolidated financial statements.
(9)    In 2019, we recorded a one-time net income tax expense of $21 million as a result of the jurisdictionsenactment of a new tax law in which such income and expenses are generated and the statutory rates applicable in those jurisdictions.India.


(6)During the three months ended March 31, 2017, we recognized an income tax benefit previously unrecognized in our consolidated financial statements related to a specific uncertain tax position of $55 million. The recognition of the benefit in the first quarter of 2017 was based on management’s reassessment regarding whether this unrecognized tax benefit met the more-likely-than-not threshold in light of the lapse in the statute of limitations as to a portion of such benefit.Liquidity and Capital Resources
(7)In connection with the enactment of the Tax Reform Act, we recorded a one-time provisional net income tax expense of $617 million comprised of: (i) the one-time transitional tax expense on accumulated undistributed earnings of foreign subsidiaries of $635 million and (ii) foreign and U.S. state income tax expense that will be applicable upon repatriation of the accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, of $53 million, partially offset by (iii) an income tax benefit of $71 million resulting from the revaluation of U.S. net deferred income tax liabilities to the new lower U.S. income tax rate. The one-time incremental income tax expense reflects certain assumptions based upon our interpretation of the Tax Reform Act as of January 18, 2018 and may change, possibly materially, as we receive additional clarification and guidance and as the interpretation of the Tax Reform Act evolves over time.
(8)In May 2016, our principal operating subsidiary in India repurchased shares from its shareholders, which are non-Indian Cognizant entities, valued at $2.8 billion. As a result of this transaction, in 2016 we incurred an incremental income tax expense of $238 million.

Liquidity and Capital Resources
Our cashCash generated from operations has historically been our primary source of liquidity to fund operations and investments toto grow our business. In addition, asAs of December 31, 2017,2020, we had cash, cash equivalents and short-term investments of $5,056 million and additional$2,724 million. Additionally, as of December 31, 2020, we had available capacity under our revolving credit facilityfacilities of approximately $675$1,928 million.
The following table provides a summary of our cash flows for the three years ended December 31:
20202019Increase / Decrease
(in millions)
Net cash provided by (used in):
Operating activities$3,299 $2,499 $800 
Investing activities(1,238)1,588 (2,826)
Financing activities(2,009)(2,569)560 
        Increase / Decrease
  2017 2016 2015 2017 2016
  (in millions)
Net cash from operating activities $2,407
 $1,645
 $2,187
 $762
 $(542)
Net cash (used in) investing activities (582) (963) (1,371) 381
 408
Net cash (used in) financing activities (1,985) (743) (682) (1,242) (61)
Operating activities
Operating activities. The increase in cash generated from operating activities for 20172020 compared to 20162019 was primarily attributabledriven by improved collections on our trade accounts receivable, deferrals of certain payments due to the increaseCOVID-19 pandemic regulatory relief provided by several jurisdictions in pre-tax earnings. The decrease inwhich we operate, and lower incentive-based compensation payouts and cash generated from operating activities for 2016 compared to 2015 was primarily attributed to the decrease in net income, which includes the impact of incremental taxes paid in connection with the India Cash Remittance, and higher incentive based compensation payments in 2016 as compared to 2015. Trade accounts receivable increased to $2,865 million at December 31, 2017 as compared to $2,556 million at December 31, 2016 and $2,253 million at December 31, 2015. Unbilled accounts receivable were $357 million at December 31, 2017, $349 million at December 31, 2016 and $369 million at December 31, 2015. The increase in trade accounts receivable during 2017 was primarily due to increased revenues.2020.
We monitor turnover, aging and the collection of trade accounts receivable by customer.client. Our days sales outstandingDSO calculation includes billed and unbilledtrade accounts receivable, net of allowance for doubtful accounts, and contract assets, reduced by the uncollected portion of our deferred revenue. Our days sales outstandingDSO was 71 days as of December 31, 2017, 72 days as of December 31, 2016 and 70 days as of December 31, 2015.2020 and 73 days as of December 31, 2019.
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Investing activities. The decrease in netactivities
Net cash used in investing activities in 2017 compared to 2016 is due to lower net purchases of investments and lower2020 was primarily driven by payments for acquisitions. In 2016, the decreaseNet cash provided by investing activities in 2019 was driven by net cash used when compared to 2015 was primarily due to lower net purchasessales of investments partially offset by higher payments for acquisitions and equity and cost method investments.outflows for capital expenditures.

Financing activities
Financing activities.The increasedecrease in cash used in financing activities in 20172020 compared to 20162019 is primarily attributabledue to lower repurchases of common stock under the ASR and dividend payments, partially offset by lower net repayments of debt. In 2016, the increase in cash used when compared to 2015 was primarily attributable to higher net repayments of debt and an increase in stock repurchases.2020.

In 2014, we entered intoWe have a credit agreement with a commercial bank syndicate, or the Credit Agreement providing for a $1,000$750 million unsecured term loanTerm Loan and a $750$1,750 million revolving credit facility. The term loan was used to pay a portion of

the cash consideration in connection with our 2014 acquisition of TZ US Parent, Inc., or TriZetto. Theunsecured revolving credit facility, is available for general corporate purposes. The term loan andwhich are due to mature in November 2023. We are required under the Credit Agreement to make scheduled quarterly principal payments on the Term Loan. See Note 10 to our consolidated financial statements. During the first quarter of 2020, we borrowed $1.74 billion against our revolving credit facility both matureand repaid this amount in November 2019. Asfull in the fourth quarter of December 31, 2017, we had $800 million outstanding under the term loan and $75 million in outstanding notes under the revolving credit facility.

The Credit Agreement contains certain negative covenants, including limitations on liens, mergers, consolidations and acquisitions, subsidiary indebtedness and affiliate transactions, as well as certain affirmative covenants. In addition, the Credit Agreement requires us to maintain a debt to total stockholders' equity ratio not in excess of 0.40 to 1.00. As of December 31, 2017, we are in compliance with our debt covenants and have provided a quarterly certification to our lenders to that effect. 2020. We believe that we currently meet all conditions set forth in the Credit Agreement to borrow thereunder, and we are not aware of any conditions that would prevent us from borrowing part or all of the remaining available capacity under the revolving credit facility as of December 31, 20172020 and through the date of this filing. As of December 31, 2020, we had no outstanding balance on our revolving credit facility.

In February 20172020, our India subsidiary renewed its one-year 13 billion Indian rupee ($178 million at the December 31, 2020 exchange rate) working capital facility, which requires us to repay any balances drawn down within 90 days from the date of disbursement. There is a 1.0% prepayment penalty applicable to payments made within 30 days of disbursement. This working capital facility contains affirmative and negative covenants and may be renewed annually in February. As of December 31, 2020, there was no balance outstanding under the working capital facility.
During 2020, we announced a planreturned $2,034 million to return $3.4our stockholders through $1,554 million in share repurchases under our stock repurchase program and $480 million in dividend payments. Our stock repurchase program, as amended by our Board of Directors in December 2020, allows for the repurchase of an aggregate of up to $9.5 billion, to stockholders by the endexcluding fees and expenses, of 2018 through a combination of stock repurchases and cash dividends. As part of this plan, in 2017 we expended $1.8 billion to repurchase our Class A common stockstock. As of December 31, 2020, we have $2.8 billion, excluding fees and expenses, available for repurchases under the ASR and paid cash dividends totaling $265 million. The payments relatedprogram. Our shares outstanding decreased to the ASR were funded with cash on hand in the U.S. and borrowings under the revolving credit facility. 530 million as of December 31, 2020 from 548 million as of December 31, 2019. We expect to fund the remaining portion of the capital return plan from cash from operations and from available capacity under our revolving credit facility. Stock repurchases may be made from time to time through open-market purchases, through the use of Rule 10b5-1 plans and/or by other means. We are currently evaluating the longer term impact the Tax Reform Act may have on our overall capital return program. As a first step, in February 2018 our Board of Directors approved an increase to our quarterly dividend to $0.20 per share.

Our Board of Directors reviewsreview our capital return plan on an ongoingon-going basis, with consideration given toconsidering the potential impacts of COVID-19 pandemic, our financial performance and liquidity position, investments required to execute our strategic plans and initiatives, acquisition opportunities, the economic outlook, regulatory changes and any other relevant factors. The Board of Directors’ determinations regarding future share repurchases and dividends will include evaluating the longer term impact of the Tax Reform Act, as well as a variety of other factors, including our net income, cash flow generated from operations or other sources, liquidity position and potential alternative uses of cash, such as acquisitions, as well as economic conditions and expected future financial results. As these factors may change over time, the amount ofactual amounts expended on stock repurchase activity, dividends, and actual amount of dividends declared,acquisitions, if any, during any particular period cannot be predicted and may fluctuate from time to time. There can be no guarantee that we will achieve the objective of our announced capital return plan in the amounts or within the expected time frame that we have indicated, or at all.

As a result of the enactment of the Tax Reform Act, our historicalOther Liquidity and future foreign earnings are no longer subject to U.S. federal income tax upon repatriation beyond the one-time transition tax. We therefore reevaluated our assertion that our non-U.S. earnings would be indefinitely reinvested and concluded that our Indian earnings will continue to be indefinitely reinvested while historical accumulated undistributed earnings of our foreign subsidiaries as of December 31, 2017, other than our Indian subsidiaries, are available for repatriation to the United States.

Capital Resources Information
We use various strategies in an effortseek to ensure that our worldwide cash is available in the locations in which it is needed. As part of our ongoing liquidity assessments, we regularly monitor the mix of our domestic and international cash flows and cash balances. As of December 31, 2017, $4,858 million of our cash, cash equivalents and short-term investments were held outside the United States, of which $1,397 million was held in India. We are currently evaluatingevaluate on an ongoing basis what portion of the non-U.S. cash, cash equivalents and short-term investments held outside India is needed locally to execute our strategic plans and what amount is available for repatriation back to the United States.

Our current plans do not demonstrateIn March 2020, the needIndian parliament enacted the Budget of India, which contained a number of provisions related to repatriateincome tax, including a replacement of the DDT, previously due from the dividend payer, with a tax payable by the shareholder receiving the dividend. This provision reduced the tax rate applicable to us for cash repatriated from India. Following this change, during the first quarter of 2020, we limited our historical undistributedindefinite reinvestment assertion to India earnings accumulated in prior years. In July 2020, the U.S. Treasury Department and the IRS released final regulations, which became effective in September 2020, that reduced the tax applicable on our accumulated Indian earnings upon repatriation. As a result, during the third quarter of 2020, after a thorough analysis of the impact of these changes in law on the cost of earnings repatriation and considering our India subsidiariesstrategic decision to fundincrease our liquidity needs outside of India. In reaching this conclusion, we considered investments to accelerate growth in various international markets and expandour global capital needs, the available sources of liquidity globally anddelivery footprint, we reversed our growth plans in India. However, future events may occur, such as material changes in cash estimates, discretionary transactions, including corporate restructurings, and changes in applicable laws, which may lead us to repatriate Indian earnings. If we were to change ourindefinite reinvestment assertion that our accumulated undistributedon Indian earnings are indefinitely reinvested, we would expect, basedaccumulated in prior years and recorded a $140 million Tax on our current interpretation ofAccumulated Indian tax law, to accrue additionalEarnings. The recorded income tax expense at a ratereflects the India withholding tax on unrepatriated Indian earnings, which were $5.2 billion as of approximately 21%December 31, 2019, net of cash available for distribution, which could have a material adverse effect onapplicable U.S. foreign tax credits. On October 28, 2020, our future effective income tax rate. This estimate is subject to change based on tax legislative developmentssubsidiary in India and other jurisdictions as well as judicial and interpretive developmentsremitted a dividend of applicable tax laws.$2.1 billion, which resulted in a net payment of $2.0 billion to its shareholders (non-Indian Cognizant entities), after payment of $106 million of India withholding tax.
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We expect our operating cash flow,flows, cash and short-term investment balances, andtogether with our available capacity under our revolving credit facilityfacilities, to be sufficient to meet our operating requirements and service our debt for the next twelve months. We expect to fund the one-time transition tax of $635 million, which is payable over eight years, from cash generated from operations and the repatriation of a portion of our historical non-U.S. earnings that are available for distribution to the United States. Our ability to expand and

grow our business in accordance with current plans, to make acquisitions, and form joint ventures, to meet our long-term capital requirements beyond a twelve-month period and to execute our announced capital return plan beyond a twelve month period will depend on many factors, including the rate, if any, at which our cash flow increases, our ability and willingness to accomplishpay for acquisitions and joint ventures with capital stock and the availability of public and private debt and equity financing. We cannot be certain that additional financing, if required, will be available on terms and conditions acceptable to us, if at all.


Commitments and Contingencies

Commitments and Contingencies
Commitments
As of December 31, 2017,2020, we had the following obligations and commitments to make future payments under contractual obligations and commercial commitments:
 Payments due by period Payments due by period
 Total 
Less than
1 year
 1-3 years 3-5 years 
More than
5 years
TotalLess than
1 year
1-3 years3-5 yearsMore than
5 years
 (in millions) (in millions)
Long-term debt obligations(1)
 $800
 $100
 $700
 $
 $
Long-term debt obligations(1)
$703 $38 $665 $— $— 
Interest on long-term debt(2)
 37
 20
 17
 
 
Interest on long-term debt(2)
19 12 — — 
Capital lease obligations 51
 9
 11
 8
 23
Finance lease obligationsFinance lease obligations23 11 11 — 
Operating lease obligations 943
 188
 334
 211
 210
Operating lease obligations1,271 260 398 264 349 
Other purchase commitments(3)
 248
 151
 96
 1
 
Other purchase commitments(3)
432 216 184 28 
Tax Reform Act transition tax(4)
 635
 51
 101
 102
 381
Tax Reform Act transition taxTax Reform Act transition tax478 50 145 283 — 
Total $2,714
 $519
 $1,259
 $322
 $614
Total$2,926 $582 $1,415 $576 $353 
 ___________
(1)Consists of scheduled repayments of our term loan.
(2)Interest on the term loan was calculated at interest rates in effect as of December 31, 2017.
(3)Other purchase commitments include, among other things, communications and information technology obligations, as well as other obligations in the ordinary course of business that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation.
(4)
The estimated Tax Reform Act transition tax on undistributed foreign earnings is payable over eight years. See Note 10 to our consolidated financial statements.

(1)    Consists of scheduled repayments of our Term Loan.
(2)    Interest on the Term Loan was calculated at interest rates in effect as of December 31, 2020.
(3)    Other purchase commitments include, among other things, communications and information technology obligations, as well as other obligations that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation.

As of December 31, 2017,2020, we had $97$193 million of unrecognized income tax benefits. This represents the income tax benefits associated with certain income tax positions on our domesticU.S. and internationalnon-U.S. tax returns that have not been recognized on our financial statements due to uncertainty regarding their resolution. The resolution of these income tax positions with the relevant taxing authorities is at various stages, and therefore we are unable to make a reliable estimate of the eventual cash flows by period that may be required to settle these matters.

As announced in February 2018, we intend to set up and provide $100 million of initial funding to the Cognizant U.S. Foundation, which will focus on science, technology, engineering and math, (or collectively, STEM), education in the United States.

Contingencies

We are involved in various claims and legal actions arising in the ordinary course of business. We accrue a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, we do not record a liability, but instead disclose the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, other than the specific matters described below, if decided adversely, is not expected to have a material adverse effect on our business, financial condition, results of operations and cash flows.
As previously disclosed, the Company has been conducting an internal investigation focused on whether certain payments relating to Company-owned facilities in India were made improperly and in possible violation of the FCPA and other applicable laws. The investigation is also examining various other payments made in small amounts in India that may not have complied with Company policy or applicable law. In September 2016, we voluntarily notified the DOJ and SEC and are cooperating fully

with both agencies. The investigation is being conducted under the oversight of the Audit Committee, with the assistance of outside counsel.
In 2016, there were putative securities class action complaints filed, naming us and certain of our current and former officers as defendants and alleging violations of the Exchange Act, based on allegedly false or misleading statements related to potential violations of the FCPA, our business, prospects and operations, and the effectiveness of our internal control over financial reporting and our disclosure controls and procedures. Additionally, in 2017 and 2016, putative shareholder derivative complaints were filed, naming us, certain of our current and former directors and certain of our current and former officers as defendants. See the section titled "Part I, Item 3. Legal Proceedings.Note 15"

We have indemnification and expense advancement obligations pursuant to our Bylaws and indemnification agreements with respect to certain current and former members of senior management and the Company’s directors. In connection with the ongoing internal investigation, we have received requests under such indemnification agreements and our Bylaws to provide fundsconsolidated financial statements for legal fees and other expenses, and expect additional requests in connection with the investigation and related litigation. We have not recorded any liability for these matters as of December 31, 2017 as we cannot estimate the ultimate outcome at this time but have expensed payments made through December 31, 2017.information.

We have maintained directors and officers insurance, from which a portion of the indemnification expenses and costs related to the putative securities class action complaints may be recoverable, and have recorded an insurance receivable of less than $1 million as of December 31, 2017. We are unable to make a reliable estimate of the eventual cash flows by period related to the indemnification agreements described here.
Many of our engagements involve projects that are critical to the operations of our customers’ business and provide benefits that are difficult to quantify. Any failure in a customer’s systems or our failure to meet our contractual obligations to our customers, including any breach involving a customer’s confidential information or sensitive data, or our obligations under applicable laws or regulations could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to contractually limit our liability for damages arising from negligent acts, errors, mistakes, or omissions in rendering our services, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances or will otherwise protect us from liability for damages. Although we have general liability insurance coverage, including coverage for errors or omissions, there can be no assurance that such coverage will cover all types of claims, continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. The successful assertion of one or more large claims against us that exceed or are not covered by our insurance coverage or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

In the normal course of business and in conjunction with certain customer engagements, we have entered into contractual arrangements through which we may be obligated to indemnify customers or other parties with whom we conduct business with respect to certain matters. These arrangements can include provisions whereby we agree to hold the indemnified party and certain of their affiliated entities harmless with respect to third-party claims related to such matters as our breach of certain representations or covenants, our intellectual property infringement, our gross negligence or willful misconduct or certain other claims made against certain parties. Payments by us under any of these arrangements are generally conditioned on the customer making a claim and providing us with full control over the defense and settlement of such claim. It is not possible to determine the maximum potential liability under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Historically, we have not made payments under these indemnification agreements and therefore they have not had any impact on our operating results, financial position, or cash flows. However, if events arise requiring us to make payment for indemnification claims under our indemnification obligations in contracts we have entered, such payments could have material impact on our business, results of operations, financial condition and cash flows.

Off-Balance Sheet Arrangements
Other than our foreign exchange forward and option contracts, there were no off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons in 2017, 20162020 and 20152019 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



Critical Accounting Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our accompanying consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. We base our estimates on historical experience, current trends and on various other assumptions that are believed to be relevant at the time our consolidated financial statements are prepared. We evaluate our estimates on a continuous basis. However, the actual amounts may differ from the estimates used in the preparation of the accompanyingour consolidated financial statements.
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We believe the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported consolidated financial statements as they require the most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Changes to these estimates could have a material adverse effect on our results of operations and financial condition. Our significant accounting policies are described in Note 1 to the accompanyingour consolidated financial statements.
Revenue Recognition. Revenues related to our fixed-price highly complexcontracts for application development contracts and certainsystems integration services, consulting or other fixed-price contractstechnology services are recognized as the services areservice is performed using the percentagecost to cost method, under which the total value of completion method andrevenues is recognized on the proportional performance methodbasis of accounting, respectively. Under the percentage of completion method, total contract revenues during the term of an agreement are recognized based on the percentage that each contract’s total labor cost to date bears to the total expected labor costs. Revenues related to fixed-price application maintenance, testing and business process services are recognized using the cost (cost to cost method). Undermethod, if the proportional performanceright to invoice is not representative of the value being delivered. The cost to cost method total contract revenues are recognized based onrequires estimation of future costs, which is updated as the levelproject progresses to reflect the latest available information. Such estimates and changes in estimates involve the use of effort to datejudgment. The cumulative impact of any revision in relation to total expected efforts provided to the customer. Management reviews the assumptions related to these methods on an ongoing basis. Revisions to our estimates may result in increases or decreases to revenues and income and areis reflected in the consolidated financial statements in the periods in which they are first identified. If our estimates indicate that a contract loss will be incurred, a loss provision is recorded in thereporting period in which the loss firstchange in estimate becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated costs of the contract exceed the estimated total revenues that will be generated by the contract and such losses are included in cost of revenues in our consolidated statement of operations. Changesknown. Net changes in estimates related to our revenue contractsof such future costs and contract losses were immaterial to the consolidated results of operations for the periods presented.
Income Taxes. Determining the consolidated provision for income tax expense, deferred income tax assets (and related valuation allowance, if any) and liabilities requires significant judgment. We are required to calculate and provide for income taxes in each of the jurisdictions where we operate. Changes in the geographic mix of income before taxes or estimated level of annual pre-tax income can affect our overall effective income tax rate. In addition, transactions between our affiliated entities are arranged in accordance with applicable transfer pricing laws, regulations and relevant guidelines. As a result, and due to the interpretive nature of certain aspects of these laws and guidelines, we have pending applications for APAs before the taxing authorities in some of our most significant jurisdictions. It could take years for the relevant taxing authorities to negotiate and conclude these applications. The consolidated provision for income taxes may also change period to period based on non-recurring events,changes in facts and circumstances, such as the settlementsettlements of income tax audits and changes in tax laws, regulations, or accounting principles.finalization of our applications for APAs.
Our provision for income taxes also includes the impact of reserves established for uncertain income tax positions, as well as the related interest, which may require us to apply judgment to complex issues and may require an extended period of time to resolve. Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final outcome of these matters will not differ from our recorded amounts. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit. To the extent that the final outcome of these matters differs from the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.
Significant judgment is also required in determining any valuation allowance recorded against deferred income tax assets. In assessingBusiness Combinations, Goodwill and Intangible Assets. Goodwill and intangible assets, including indefinite-lived intangible assets, arise from the need for a valuation allowance, we consider all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. If it is determined that it is more likely than not that future tax benefits associated with a deferred income tax asset will not be realized, a valuation allowance is provided. In the event we change our determination as to the amount of deferred income tax assets that can be realized, we will adjust the valuation allowance with a corresponding impact recorded to our provision for income taxes in the period in which such determination is made.

Our Indian subsidiaries, collectively referred to as Cognizant India, are primarily export-oriented companies and are eligible for certain income tax holiday benefits granted by the government of India for export activities conducted within SEZs for periods of up to 15 years. A majority of our SEZ income tax holiday benefits are currently scheduled to expire in whole or in part during the years 2018 to 2026 and may be extended on a limited basis for an additional five years per unit if certain reinvestment criteria are met. We have constructed and expect to continue to operate most of our newer development facilities in SEZs. Our Indian profits ineligible for SEZ benefits are subject to corporate income tax at the rate of 34.6%. In addition, all Indian profits, including those generated within SEZs, are subject to the MAT, at the rate of 21.3%. Any MAT paid is creditable against future Indian corporate income tax, subject to limitations. Currently, we anticipate utilizing our existing MAT balances

against our future corporate income tax obligations in India. However, our ability to do so could be impacted by possible changes to the Indian tax laws as well as the future financial results of Cognizant India.

The one-time provisional incremental income tax expense related to the Tax Reform Act reflects assumptions based upon our interpretation of the Tax Reform Act as of January 18, 2018, and may change, possibly materially, as we receive additional clarification and guidance and as the interpretation of the Tax Reform Act evolves over time. The calculation of the provisional incremental income tax expense is based upon various estimates and assumptions and may be impacted by additional considerations, including, but not limited to, the final computation of 2017 earnings and profits of non-U.S. subsidiaries as of the relevant measurement dates. The provisional amount will be finalized when the 2017 U.S. corporate tax return is filed in 2018. See Note 10 to our consolidated financial statements.
Stock-Based Compensation. Stock-based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the vesting period. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the number of awards that are expected to be forfeited. In addition, for performance stock units, we are required to estimate the most probable outcome of the performance conditions in order to determine the amount of stock compensation costs to be recorded over the vesting period. To the extent that actual results differ significantly from our estimates, stock-based compensation expense and our results of operations could be materially impacted.
Derivative Financial Instruments. Derivative financial instruments are recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date. Our derivative financial instruments consist of foreign exchange forward contracts. We estimate the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model utilizes various assumptions, including timing and amounts of cash flows, discount rates, and counterparty credit risk factors. The use of different assumptions could have a positive or negative effect on our results of operations and financial condition.
Investments. Our investment portfolio is comprised primarily of time deposits, mutual funds invested in fixed income securities, Indian rupee denominated commercial paper, Indian rupee denominated international corporate bonds and government debt securities, U.S. dollar denominated corporate bonds, municipal bonds, certificates of deposit, commercial paper, debt issuances by the U.S. government, U.S. government agencies, foreign governments and supranational entities, and asset-backed securities. The asset-backed securities included securities backed by auto loans, credit card receivables and other receivables. The years of issuance of our asset-backed securities fall primarily in the 2012 to 2017 range. Our long-term investments are comprised of held-to-maturity corporate and other debt securities as well as equity and cost method investments.
We utilize various inputs to determine the fair value of our investment portfolio. To the extent they exist, unadjusted quoted market prices for identical assets in active markets (Level 1) or quoted prices on similar assets in active markets or quoted prices for identical or similar assets in markets that are not active or observable and market-corroborated inputs other than quoted prices (collectively, Level 2) are utilized to determine the fair value of each investment in our portfolio. In the absence of quoted prices or liquid markets, valuation techniques would be used to determine fair value of any investments that require inputs that are both significant to the fair value measurement and unobservable (Level 3). Valuation techniques are based on various assumptions, including timing and amounts of cash flows, discount rates, rate of return, and adjustments for nonperformance and liquidity. A significant degree of judgment is involved in valuing investments using Level 3 inputs. As of December 31, 2017, none of our investments were categorized as Level 3 in the fair value hierarchy. See Note 12 to our consolidated financial statements for additional information related to our security valuation methodologies.
We periodically evaluate if unrealized losses, as determined based on the security valuation methodologies discussed above, on individual securities classified as available-for-sale or held-to-maturity are considered to be other-than-temporary. The analysis of other-than-temporary impairment requires the use of various assumptions, including the length of time an investment’s cost basis is greater than fair value, the severity of the investment’s decline, any credit deterioration of the investment, whether management intends to sell the security and whether it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis. If we do not expect to recover the entire amortized cost basis of the security, we consider the security to be other-than-temporarily impaired and we record the difference between the security’s amortized cost basis and its recoverable amount in earnings and the difference between the security’s recoverable amount and fair value in other comprehensive income. If we intend to sell the security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the security is also considered other-than-temporarily impaired and we recognize the entire difference between the security’s amortized cost basis and its fair value in earnings.
Business Combinations. Accountingaccounting for business combinations requires the use of significant estimates and assumptions.combinations. We account for business combinations using the acquisition method which requires us to estimate the fair value of identifiable assets acquired, liabilities assumed, including any contingent consideration, and any noncontrolling interest in the acquiree to

properly allocate purchase price consideration to the individual assets acquired and liabilities assumed. The allocation of the purchase price utilizes significant estimates and assumptions in determining the fair values of identifiable assets acquired and liabilities assumed, especially with respect to intangible assets. The significant estimates and assumptions includeassets, including the timing and amount of forecasted revenues and cash flows, anticipated growth rates, customerclient attrition rates and the discount rate reflecting the risk inherent in future cash flows and the determination of useful lives for finite-lived assets.flows.
Long-lived Assets and Finite-lived Intangibles. We review long-lived assets and certain finite-lived identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We recognize an impairment loss when the sum of the undiscounted expected future cash flows is less than the carrying amount of such assets. The impairment loss is determined as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assessing the fair value of assets involves significant estimates and assumptions including estimation of future cash flows, the timing of such cash flows and discount rates reflecting the risk inherent in future cash flows.
Goodwill and Indefinite-lived Intangibles. We exercise judgment to allocate goodwill to the reporting units expected to benefit from each business combination. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, regulatory environment, established business plans, operating performance indicators or competition. Evaluation of goodwill for impairment requires judgment, including the identification of reporting units, assignment of assets, liabilities and goodwill to reporting units and determination of the fair value of each reporting unit.
We estimate the fair value of our reporting units using a combination of an income approach, utilizing a discounted cash flow analysis, and a market approach, using market multiples. Under the income approach, we estimate projected future cash flows, the timing of such cash flows and long termlong-term growth rates, and determine the appropriate discount rate that reflects the risk inherent in the projected future cash flows. The discount rate used is based on oura market participant weighted-average cost of capital and may be adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected future cash flows. Under the market approach, we estimate fair value based on market multiples of revenues and earnings derived from comparable publicly-traded companies with characteristics similar to the reporting unit. There was no indication of goodwill impairment as a result of our 2017 annual impairment analysis, as the fair values of each of our reporting units exceeded their respective net book values, including goodwill.  Further, a 10% increase or decrease in any of the key assumptions used under either the income approach or the market approach would not result in a significant impact to the excess fair value over book value for any of our reporting units.
The estimates used to calculate the fair value of a reporting unit change from year to year based on
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operating results, market conditions and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.


We also evaluate indefinite-lived intangible assets for impairment at least annually, or as circumstances warrant. Our 20172020 qualitative assessment included the review of relevant macroeconomic factors and entity-specific qualitative factors to determine if it was more-likely-than-not that the fair value of our indefinite-lived intangible assets was below carrying value.
Beginning with the first quarter of 2020, COVID-19 negatively affected all major economic and financial markets and, although there is a wide range of possible outcomes and the associated impact is highly dependent on variables that are difficult to forecast, we deemed the deterioration in general economic conditions sufficient to trigger an interim impairment testing of goodwill as of March 31, 2020. Our interim test results as of March 31, 2020 indicated that the fair values of all of our reporting units exceeded their carrying values and thus, no impairment of goodwill existed as of March 31, 2020. Based on our most recent evaluation of goodwill and indefinite-lived intangible assets which was performed asduring the fourth quarter of December 31, 2017, none of our reporting units or indefinite-lived intangible assets was considered to be at risk of impairment. As of December 31, 2017, our2020, we concluded that the goodwill and indefinite-lived intangible asset balances in each of our reporting units were $2,704 millionnot at risk of impairment.
We review our finite-lived assets, including our finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We recognize an impairment loss when the sum of the undiscounted expected future cash flows is less than the carrying amount of such asset groups. The impairment loss is determined as the amount by which the carrying amount of the asset group exceeds its fair value. Assessing the fair value of asset groups involves significant estimates and $63 million, respectively.assumptions including estimation of future cash flows, the timing of such cash flows and discount rates reflecting the risk inherent in future cash flows.
Contingencies. Loss contingencies are recorded as liabilities when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, we do not record a liability, but instead disclose the nature and amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Significant judgment is required in the determination of both probability and whether an exposure is considered probable and reasonably estimable. Our judgments are subjective and based on the information available from the status of the legal or regulatory proceedings, the merits of our defenses and consultation with in-house and outside legal counsel. As additional information becomes available, we reassess any potential liability related to any pending litigation and may revise our estimates. Such revisions in estimates of any potential liabilities could have a material impact on our results of operations and financial position.


Recently Adopted and New Accounting Pronouncements

See Note 1 to our audited consolidated financial statements for additional information.


Forward Looking Statements

The statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended)Act) that involve risks and uncertainties. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,” “would,” “plan,” “intend,” “estimate,” “predict,” “potential,” “continue,” “should” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing.
Such forward-looking statements may be included in various filings made by us with the SEC, orin press releases or in oral statements made by or with the approval of one of our authorized executive officers. These forward-looking statements, such as statements regarding our anticipated future revenues or operating margins, contract percentage completions,margin, earnings, capital expenditures, impacts to our business, financial results and financial condition as a result of the COVID-19 pandemic, anticipated effective income tax rates,rate and income tax expense, liquidity, access to capital, capital return plan, investment strategies, cost management, realignment program, 2020 Fit for Growth Plan, plans and objectives, including those related to our digital practice areas, investment in our business, and potential acquisitions, industry trends, customerclient behaviors and trends, the outcome of regulatory and litigation matters, the ongoing internal investigationincremental accrual related to the India Defined Contribution Obligation, the Proposed Exit and other statements regarding matters that are not historical facts, are based on our current expectations, estimates and projections, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Actual results, performance, achievements and outcomes could differ materially from the results expressed in, or anticipated or implied by, these forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including:

economic and political conditions globally and in particular in the markets in which our clients and operations are concentrated;
competition from
33

the continuing impact of the COVID-19 pandemic, or other service providers;future pandemics, on our business, results of operations, liquidity and financial condition;
the risk that we may not be ableour ability to attract, train and retain skilled employees, including highly skilled technical personnel to satisfy client demand and senior management to lead our business globally;
challenges related to growing our business organically as well as inorganically through acquisitions, and our ability to achieve our targeted improvements in growth rates;
our operating marginability to achieve our profitability goals and levelcapital return strategy;
our ability to successfully implement our 2020 Fit for Growth Plan and achieve the anticipated benefits from the plan;
our ability to meet specified service levels or milestones required by certain of profitability, orour contracts;
intense and evolving competition and significant technological advances that our operating marginservice offerings must keep pace with in the rapidly changing markets we compete in;
legal, reputation and profitability may decline;
the risk of liability financial risks if we fail to protect client and/or damage to our reputation resultingdata from security breaches and/or disclosurecyber attacks;
the effectiveness of sensitive data or failure to comply with data protection lawsour risk management, business continuity and regulations;
the risk that we may not be able to keep pace with the rapidly evolving technological environment;
the rate of growth in the use of technology in businessdisaster recovery plans and the type and level of technology spending bypotential that our customers;global delivery capabilities could be impacted;
mispricing of our services, especiallyrestrictions on our fixed-price and transaction- or volume-based priced contracts;
risks associated with our ongoing internal investigation into possible violations of the FCPA and similar laws, including the cost of such investigation and any sanctions, fines or remedial measures that may be imposed by the DOJ or SEC, additional expenses related to remedial measures, the costs of defending and/or settling possible judgments against us that may result from associated lawsuits against us and any possible impact on our ability to timely file the required reports with the SEC;
our inability to successfully acquire or integrate target companies;
system failure or disruptionsvisas, in our communications or information technology;
the risk that we may lose key executives and not be able to enforce non-competition agreements with them;
competition for hiring highly-skilled technical personnel;
possible failure to provide business solutions and deliver complex and large projects for our customers;
the risk of reputational harm to us;
the effect of our use of derivative instruments;
our revenues being highly dependent on customers concentrated in certain industries, including financial services and healthcare, and located primarilyparticular in the United States, United Kingdom and Europe;
EU, or immigration more generally or increased costs of such visas or the risk thatwages we may not be ableare required to pay dividends or repurchase shares in accordance withassociates on visas, which may affect our capital return plan, or at all;
risks relatingability to compete for and provide services to our global operations, includingclients;
risks related to anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing, both of which could impair our operations in India;ability to serve our clients;
risks related to complying with the effects of fluctuationsnumerous and evolving legal and regulatory requirements to which we are subject in the Indian rupeemany jurisdictions in which we operate;
potential changes in tax laws, or in their interpretation or enforcement, failure by us to adapt our corporate structure and other currency exchange rates;intercompany arrangements to achieve global tax efficiencies or adverse outcomes of tax audits, investigations or proceedings;
the risk of war, terrorist activities, pandemicspotential exposure to litigation and natural disasters;
the Brexit Referendum and any negative effects on global economic conditions, financial markets and our business;
the risk that we may not be able to enforce or protect our intellectual property rights, or that we may infringe upon the intellectual property rights of others;

regulatory uncertainties, includinglegal claims in the areasconduct of outsourcing, immigrationour business; and taxes;
increased regulation of the financial services and healthcare industries, as well as other industriesfactors set forth in which our customers operate;Part I, in the section entitled “Item 1A. Risk Factors” in this report.
the possibility that we may be required to or choose to repatriate Indian earnings;
the possibility that we may lose certain tax benefits provided to companies in our industry by the Indian government; and
the factors set forth in Part I, in the section entitled “Item 1A. Risk Factors” in this report.
You are advised to consult any further disclosures we make on related subjects in the reports we file with the Securities and Exchange Commission,SEC, including this report in the sections titled “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
34



Glossary

Defined TermDefinition
10b5-1 PlanTrading plan adopted pursuant to Rule 10b5-1 of the Exchange Act
10th Magnitude
Pamlico 10th Magnitude Blocker LLC, now known as Cognizant 10th Magnitude Blocker, LLC
2009 Incentive PlanCognizant Technology Solutions Corporation Amended and Restated 2009 Incentive Compensation Plan
2017 Incentive PlanCognizant Technology Solutions Corporation 2017 Incentive Award Plan
Adjusted Diluted EPSAdjusted diluted earnings per share
AIArtificial Intelligence
APAAdvance Pricing Agreement
ASCAccounting Standards Codification
ASRAccelerated Stock Repurchase
ASUAccounting Standards Update
Bright WolfBright Wolf, LLC
Budget of IndiaUnion Budget of India for 2020-2021
CCConstant Currency
CodeThe Code on Social Security, 2020
Code ZeroCode Zero, LLC
Collaborative SolutionsCollaborative Solutions Holdings, LLC
ContinoContino Holdings Inc.
COVID-19The novel coronavirus disease
COVID-19 ChargesCosts directly related to the COVID-19 pandemic
CPIConsumer Price Index
Credit AgreementCredit agreement with a commercial bank syndicate dated November 6, 2018
Credit Loss StandardASC Topic 326 "Financial Instruments - Credit Losses"
CTS IndiaOur principal operating subsidiary in India
DDTDividend Distribution Tax
D&IDiversity and Inclusion
Division BenchDivision Bench of the Madras High Court
DevOpsAgile relationship between development and IT operations
DOJUnited States Department of Justice
DSODays Sales Outstanding
EI-TechnologiesEntrepreneurs et Investisseurs Technologies SAS
EPSEarnings Per Share
ESGEnvironmental, social and corporate governance
EUEuropean Union
Exchange ActSecurities Exchange Act of 1934, as amended
Executive Transition CostsCosts associated with our CEO transition and the departure of our President in 2019
FASBFinancial Accounting Standards Board
FCPAForeign Corrupt Practices Act
GAAPGenerally Accepted Accounting Principles in the United States of America
High CourtMadras High Court
HRHuman Resources
InawisdomInawisdom Limited
India Defined Contribution ObligationCertain statutory defined contribution obligations of employees and employers in India
35

India Tax LawNew tax regime enacted by the Government of India effective April 1, 2019
IPIntellectual property
IoTInternet of Things
IRSInternal Revenue Service
ITInformation Technology
ITDIndian Income Tax Department
LevLevementum, LLC
LIBORLondon Inter-bank Offered Rate
Liniumthe ServiceNow business of Ness Digital Engineering
MagenicMagenic Technologies, Inc.
MATMinimum Alternative Tax
MeritsoftSterling Topco Limited
MustacheMustache, LLC
New Revenue StandardASC Topic 606 "Revenue from Contracts with Customers"
New Lease StandardASC Topic 842 “Leases”
New SignatureBSI Corporate Holdings, Inc.
OECDOrganization for Economic Co-operation and Development
Proposed ExitOffer to settle and exit from a large customer engagement in Financial Services in Continental Europe
PSUPerformance Stock Units
Purchase PlanCognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan, as amended
ROURight of Use
RSURestricted Stock Units
SaaSSoftware as a service
SamlinkOy Samlink Ab
SECUnited States Securities and Exchange Commission
SCISupreme Court of India
ServianSVN HoldCo Pty Limited
SEZSpecial Economic Zone
SG&ASelling, general and administrative
SLPSpecial Leave Petition
SyntelSyntel Sterling Best Shores Mauritius Ltd.
Tax on Accumulated Indian EarningsThe income tax expense related to the reversal of our indefinite reinvestment assertion on Indian earnings accumulated in prior years
Tax Reform ActTax Cuts and Jobs Act
Term LoanUnsecured term loan under the Credit Agreement
Tin RoofTin Roof Software, LLC
TriZettoThe TriZetto Group, Inc., now known as Cognizant Technology Software Group, Inc.
ZenithZenith Technologies Limited

36

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk
We are exposed to foreign currency exchange rate risk in the ordinary course of doing business as we transact or hold a portion of our funds in foreign currencies, particularly the Indian rupee. Additionally, the Brexit Referendum and its effect on the British pound may subject us to increased volatility in foreign currency exchange rate movements. Accordingly, we periodically evaluate the need for hedging strategies, including the use of derivative financial instruments, to mitigate the effect of foreign currency exchange rate fluctuations and expect to continue to use such instruments in the future to reduce foreign currency exposure to appreciation or depreciationchanges in the value of certain foreign currencies. All hedging transactions are authorized and executed pursuant to regularly reviewed policies and procedures.

Revenues from our customersclients in the United Kingdom, Rest ofContinental Europe and Rest of World represented 7.8%8.0%, 8.4%9.9% and 6.5%, respectively, of our 20172020 revenues, and are typically denominated in currencies other than the U.S. dollar. Accordingly, our operating resultsrevenues may be affected by fluctuations in the exchange rates, primarily the Indian rupee, the British pound and the Euro, as compared to the U.S. dollar.

A significant portion of our costs in India are denominated in the Indian rupee, representing approximately 22.5%20.0% of our global operating costs during 2017, are denominated in the Indian rupee2020, and are subject to foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations have an impact on our results of operations.

We have entered into a series of foreign exchange forward and option contracts that are designated as cash flow hedges of certain Indian rupee denominated payments in India. Cognizant India converts U.S. dollar receipts from intercompany billings to Indian rupees to fund local expenses. These U.S. dollar / Indian rupee hedges are intended to partially offset the impact of movement of exchange rates on future operating costs. As of December 31, 2017,2020, the notional value and weighted average contract rates of these contracts by year of maturity were as follows:
Notional Value
(in millions)
Weighted Average Contract Rate (Indian rupee to U.S. dollar)
2021$1,470 77.0 
2022803 80.7 
Total$2,273 78.3 
 Notional Value (in millions) Weighted Average Contract Rate (Indian rupee to U.S. dollar)
2018$1,185
 72.7
2019720
 69.6
Total$1,905
 71.5

As of December 31, 2017,2020, the net unrealized gain onon our outstanding foreign exchange forward and option contracts designated as cash flow hedges was $154 million.$70 million. Based upon a sensitivity analysis at December 31, 2017,2020, which estimates the fair value of the contracts based uponassuming certain market exchange rate fluctuations, a 10.0% change in the foreign currency exchange rate against the U.S. dollar with all other variables held constant would have resulted in a change in the fair value of our foreign exchange forward and option contracts designated as cash flow hedges of approximately $198 million.$224 million.

A portion of our balance sheet is exposed to foreign currency exchange rate fluctuations, which may result in non-operating foreign currency exchange gains or losses upon remeasurement. In 2017,2020, we reported foreign currency exchange gains, exclusivelosses, exclusive of hedging losses, of approximately $90$53 million, which were primarily attributed to the remeasurement of net monetary assets and liabilities denominated in currencies other than the functional currencies of our subsidiaries. As of December 31, 2017, we had $1,546 million in cash, cash equivalents and investments denominated in Indian rupees. Based

upon a sensitivity analysis, a 10.0% change in the Indian rupee exchange rate against the U.S. dollar, with all other variables held constant, would have resulted in a change in the U.S. dollar reported value of these balances and a corresponding non-operating foreign currency exchange gain or loss of approximately $156 million.
We use foreign exchange forward contracts to provide an economic hedge against balance sheet exposure to certain monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiary. These contracts are not designated as hedges and are intended to offset the foreign currency exchange gains or losses upon remeasurement of these net monetary assets and liabilities. We entered into a series of foreign exchange forward contracts scheduled to mature in 2018 that are used to hedge our foreign currency denominated net monetary assets and liabilities.2021. At December 31, 2017,2020, the notional value of thethese outstanding contracts was $255$637 million and the related fair value the net unrealized gain was a liability of $5less than $1 million. Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31, 2017,2020, which estimates the fair value of the contracts based uponassuming certain market exchange rate fluctuations, a 10.0% change in the foreign currency exchange rate against the U.S. dollar with all other variables held constant would have resulted in a change in the fair value of approximately $23 million.$17 million.


Interest Rate Risk


As of December 31, 2017, weWe have $800a Credit Agreement providing for a $750 million outstanding under our term loanunsecured Term Loan and $75a $1,750 million unsecured revolving credit facility, which are due to mature in outstanding notesNovember 2023. We are required under the revolving credit facility. Credit Agreement to make scheduled quarterly principal payments on the Term Loan.

The Credit Agreement requires interest to be paid, at our option, at either the base rateABR or the Eurocurrency rate,Rate (each as defined in the Credit Agreement), plus, a margin. The margin overin each case, an Applicable Margin (as defined in the base rateCredit Agreement). Initially, the Applicable Margin is 0.00%,0.875% with respect to Eurocurrency Rate loans and 0.00% with respect to ABR loans. Subsequently, the margin over the
37

Applicable Margin with respect to Eurocurrency rate rangesRate loans may range from 0.75% to 1.125%, depending on our public debt ratings (or, if we have not received public debt ratings, from 0.875% to 1.00%1.125%, depending on our Leverage Ratio, which is the ratio of indebtedness for borrowed money to Consolidated EBITDA, as defined in the Credit Agreement). Under the Credit Agreement, we are required to pay commitment fees on the unused portion of the revolving credit facility, which vary based on our public debt to total stockholders' equity ratio)ratings (or, if we have not received public debt ratings, on the Leverage Ratio). Thus, our debt exposes us to market risk from changes in interest rates. We performed a sensitivity analysis to determine the effect of interest rate fluctuations on our interest expense. A 10.0% change in interest rates, with all other variables held constant, would have resulted in a 4.7% change toan immaterial effect on our reported interest expense for 2017.expense.
In addition, our available-for-sale and held-to-maturity fixed income securities are subject to market risk from changes in interest rates. As of December 31, 2017, our available-for-sale and held-to-maturity portfolios were $1,972 million and $906 million, respectively. As of December 31, 2017, a 10% change in interest rates, with all other variables held constant, would result in a change in the fair market value of our available-for-sale and held-to-maturity investment securities of approximately $6 million and $2 million, respectively. We typically invest in highly rated securities and our policy generally limits the amount of credit exposure to any one issuer. Our investment policy requires investments to be investment grade with the objective of minimizing the potential risk of principal loss. We may sell our available-for-sale investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. Our investment portfolio is comprised primarily of time deposits, mutual funds invested in fixed income securities, Indian rupee denominated commercial paper, Indian rupee denominated international corporate bonds and government debt securities, U.S. dollar denominated corporate bonds, municipal bonds, certificates of deposit, commercial paper, debt issuances by the U.S. government, U.S. government agencies, foreign governments and supranational entities, and asset-backed securities. The asset-backed securities included securities backed by auto loans, credit card receivables and other receivables.


Information provided by the sensitivity analysis of foreign currency risk and interest rate risk does not necessarily represent the actual changes that would occur under normal market conditions.


Item 8. Financial Statements and Supplementary Data
The financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. A list of the financial statements filed herewith is found in Part IV, “Item 15. Exhibits, Financial Statements and Financial Statement Schedule.


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.None.


Item 9A. Controls and Procedures

Background
As previously disclosed, the Company is conducting an internal investigation focused on whether certain payments relating to Company-owned facilities in India were made improperly and in possible violation of the FCPA and other applicable laws. The investigation is also examining various other payments made in small amounts in India that may not have complied with Company policy or applicable law. Based on the findings of the internal investigation as of each date, in our Quarterly Report on Form 10-Q for the third quarter of 2016 and in subsequent reporting periods through the Quarterly Report on Form

10-Q for the third quarter of 2017, we disclosed a material weakness in our internal control over financial reporting as we did not maintain an effective internal control environment. Specifically, we did not maintain an effective tone at the top as certain members of senior management may have participated in or been aware of the making of potentially improper payments and failed to take action to prevent the making of potentially improper payments by either overriding or failing to enforce the controls established by the Company relating to real estate and procurement principally in connection with permits for certain facilities in India.
This control deficiency did not result in a material misstatement of our current or prior period consolidated annual or interim financial statements. However, this control deficiency could have resulted in material misstatements to the annual or interim consolidated financial statements that would not have been prevented or detected. Accordingly, management concluded that this control deficiency constituted a material weakness.
Remediation of Material Weakness
As of December 31, 2017, we have remediated the material weakness in our internal control over financial reporting noted above. We have undertaken a number of measures designed to directly address, or that contributed to, the remediation of our material weakness or the enhancement of our internal control over financial reporting. While the internal investigation is ongoing, based on the results of the investigation to date, the members of senior management who may have participated in or been aware of the making of the identified potentially improper payments and failed to take action to prevent the making of the identified potentially improper payments are no longer with the Company or in a senior management position. Additional personnel actions have been taken with respect to other employees.
Further, among other things, we made certain new management appointments, including a new President and a new General Counsel, added resources and personnel to our compliance function and programs, enhanced our oversight controls in the areas of procurement and accounts payable as they relate to real estate transactions in India, and enhanced our compliance program and control environment through a number of actions, including providing additional anti-corruption and ethical conduct training and communications to our employees, distributing a revised code of ethics worldwide, and implementing additional anti-corruption policies and procedures.
As of December 31, 2017, we were able to demonstrate that these measures implemented as part of our remediation efforts were operating effectively, and management therefore concluded that the material weakness described above has been remediated as of that date.
Management’s Responsibility for the Financial Statements
Our management is responsible for the integrity and objectivity of all information presented in this Annual Report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the Company’s independent registered public accounting firm and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of the independent registered public accounting firm. The independent registered public accounting firm has free access to the Audit Committee.
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our chief executive officer and our chief financial officer, evaluated the design and operating effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act)amended) as of December 31, 2017.
2020. Based on thethis evaluation, of the design and effectiveness of our disclosure controls and procedures, our chief executive officer and our chief financial officer have concluded that, as of December 31, 2017,2020, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the fiscal quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Responsibility for Financial Statements
Our management is responsible for the integrity and objectivity of all information presented in this annual report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the Company’s independent registered public accounting firm and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort.
38

Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended, and is a process designed by, or under the supervision of, our chief executive and chief financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Our management under the supervision and with the participation of our chief executive officer and our chief financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2020. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on its evaluation, our management has concluded that, as of December 31, 2017,2020, our internal control over financial reporting was effective. The effectiveness ofPricewaterhouseCoopers LLP, the Company’sindependent registered public accounting firm that audited the financial statements included in this annual report, has issued an attestation report on our internal control over financial reporting, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
Other than described in “Remediation of Material Weakness” above, there were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.is included on page F-2.
Inherent LimitationLimitations of Internal Controls
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Item 9B. Other Information

On February 10, 2021, John N. Fox, Jr. informed the Company’s Board of Directors that he will retire from the Board of Directors effective on the date of the Company’s 2021 Annual Meeting of Stockholders.
None.
39


PART III


Item 10. Directors, Executive Officers and Corporate Governance


The information relating to our executive officers in response to this item is contained in part under the caption “Our“Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K.
We have adopted a written code of ethics, entitled “Core Values and Code“Code of Ethics,” that applies to all of our directors, executive officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. We make available our code of ethics free of charge through our website which is located at www.cognizant.com. We intend to post on our website all disclosures that are required by law or Nasdaq Stock Market listing standards concerning any amendments to, or waivers from, any provision of our code of ethics.
The remaining information required by this item will be included in our definitive proxy statement for the 20182021 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.


Item 11. Executive Compensation
The information required by this item will be included in our definitive proxy statement for the 20182021 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.


ItemItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included in our definitive proxy statement for the 20182021 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.


Item 13. Certain Relationships and Related Transactions, and Director Independence


The information required by this item will be included in our definitive proxy statement for the 20182021 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.


Item 14. Principal Accountant Fees and Services


The information required by this item will be included in our definitive proxy statement for the 20182021 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

40

PART IV



Item 15. Exhibits, Financial Statement Schedules
(a)
    (1) Consolidated Financial Statements.

          Reference is made to the Index to Consolidated Financial Statements on Page F-1.
    (2) Consolidated Financial Statement Schedule.

          Reference is made to the Index to Financial Statement Schedule on Page F-1.
    (3) Exhibits.
Schedules other than as listed above are omitted as not required or inapplicable or because the required information is provided in the consolidated financial statements, including the notes thereto.


EXHIBIT INDEX
  Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished
Herewith
3.18-K000-244293.1 6/7/2018
3.28-K000-244293.1 9/20/2018
4.1S-4/A333-1012164.2 1/30/2003
4.210-K000-244294.2 2/14/2020
10.1†10-Q000-2442910.1 8/7/2013
10.2†10-K000-2442910.3 2/27/2018
10.3†10-K000-2442910.4 2/26/2013
10.4†10-K000-2442910.4 2/19/2019
10.5†8-K000-2442910.1 7/29/2020
10.6†Filed
10.7†8-K000-2442910.1 6/7/2018
10.8†10-Q000-2442910.1 11/8/2004



41

    Incorporated by Reference  
Number Exhibit Description Form File No. Exhibit Date 
Filed or Furnished
Herewith
2.1  8-K 000-24429 2.1
 9/15/2014  
3.1  8-K 000-24429 3.2
 9/17/2013  
3.2  8-K 000-24429 3.1
 3/31/2017  
4.1  S-4/A 333-101216 4.2
 1/30/2003  
10.1†  10-Q 000-24429 10.1
 8/7/2013  
10.2†  10-K 000-24429 10.2
 3/1/2017  
10.3†          Filed
10.4†  10-K 000-24429 10.4
 2/26/2013  
10.5†  8-K 000-24429 10.1
 6/8/2007  
10.6†  8-K 000-24429 10.1
 6/5/2013  
10.7†  10-Q 000-24429 10.1
 11/8/2004  

  Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished
Herewith
10.9†10-Q000-2442910.1 5/4/2015
10.10†8-K000-2442910.1 7/6/2009
10.11†8-K000-2442910.2 7/6/2009
10.12†8-K000-2442910.3 7/6/2009
10.13†8-K000-2442910.4 7/6/2009
10.14†8-K000-2442910.5 7/6/2009
10.15†8-K000-2442910.6 7/6/2009
10.16†8-K000-2442910.7 7/6/2009
10.17†8-K000-2442910.8 7/6/2009
10.18†8-K000-2442910.1 6/7/2017
10.19†10-Q000-2442910.2 8/3/2017
10.20†10-Q000-2442910.3 8/3/2017
10.21†10-Q000-2442910.4 8/3/2017
10.22†10-Q000-2442910.5 8/3/2017
10.23†10-Q000-2442910.1 5/8/2020
10.24†10-Q000-2442910.2 5/8/2020
10.258-K000-2442910.1 3/14/2017
10.268-K000-2442910.1 11/9/2018
10.27†10-Q000-2442910.1 7/30/2020
21.1Filed
42
    Incorporated by Reference  
Number Exhibit Description Form File No. Exhibit Date Filed or Furnished
Herewith
10.8†  10-Q 000-24429 10.1
 5/4/2015  
10.9†  8-K 000-24429 10.1
 7/6/2009  
10.10†  8-K 000-24429 10.2
 7/6/2009  
10.11†  8-K 000-24429 10.3
 7/6/2009  
10.12†  8-K 000-24429 10.4
 7/6/2009  
10.13†  8-K 000-24429 10.5
 7/6/2009  
10.14†  8-K 000-24429 10.6
 7/6/2009  
10.15†  8-K 000-24429 10.7
 7/6/2009  
10.16†  8-K 000-24429 10.8
 7/6/2009  
10.17†  8-K 000-24429 10.1
 6/7/2017  
10.18†  10-Q 000-24429 10.2
 8/3/2017  
10.19†  10-Q 000-24429 10.3
 8/3/2017  
10.20†  10-Q 000-24429 10.4
 8/3/2017  
10.21†  10-Q 000-24429 10.5
 8/3/2017  
10.22  8-K 000-24429 10.1
 11/20/2014  
10.23  10-Q 000-24429 10.1
 11/7/2016  
10.24  8-K 000-24429 10.1
 2/8/2017  
             


    Incorporated by Reference  
Number Exhibit Description Form File No. Exhibit Date Filed or Furnished
Herewith
10.25  10-Q 000-24429 10.2
 5/5/2017  
10.26  8-K 000-24429 10.1
 3/14/2017  
21.1          Filed
23.1          Filed
31.1          Filed
31.2          Filed
32.1          Furnished
32.2          Furnished
101.INS XBRL Instance Document         Filed
101.SCH XBRL Taxonomy Extension Schema Document         Filed
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document         Filed
101.DEF XBRL Taxonomy Extension Definition Linkbase Document         Filed
101.LAB XBRL Taxonomy Extension Label Linkbase Document         Filed
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document         Filed
Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished
Herewith
23.1Filed
31.1Filed
31.2Filed
32.1Furnished
32.2Furnished
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.Filed
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)Filed

A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.



Item 16. Form 10-K Summary
None.

43

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:
    /S/    FRANCISCO D’SOUZABRIAN HUMPHRIES
Francisco D’Souza,Brian Humphries,
Chief Executive Officer
(Principal Executive Officer)
Date:February 27, 201812, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignatureTitleDate
SignatureTitleDate
/s/    FRANCISCO D’SOUZABRIAN HUMPHRIES
Chief Executive Officer and Director

(Principal Executive Officer)
February 27, 201812, 2021
Francisco D’SouzaBrian Humphries
/s/    KAREN MCLOUGHLINJAN SIEGMUND
Chief Financial Officer

(Principal Financial Officer)
February 27, 201812, 2021
Karen McLoughlinJan Siegmund
/s/    ROBERT TELESMANIC
Senior Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)
February 27, 201812, 2021
Robert Telesmanic
/s/    JOHN E. KLEINMICHAEL PATSALOS-FOX
Chairman of the Board and DirectorFebruary 27, 201812, 2021
John E. KleinMichael Patsalos-Fox
/s/    ZEINABDALLA
DirectorFebruary 27, 201812, 2021
Zein Abdalla
/s/    VINITA BETSY S. ATKINSALI
DirectorFebruary 27, 201812, 2021
Betsy S. AtkinsVinita Bali
/s/    MAUREEN  BREAKIRON-EVANS
DirectorFebruary 27, 201812, 2021
Maureen Breakiron-Evans
/s/    JONATHAN CHADWICKARCHANA DESKUS
DirectorFebruary 27, 201812, 2021
Jonathan ChadwickArchana Deskus
/s/    JOHN M. DINEEN
DirectorFebruary 27, 201812, 2021
John M. Dineen
/s/    JOHN N. FOX, JR.
DirectorFebruary 27, 201812, 2021
John N. Fox, Jr.
/s/    LEO S. MACKAY, JR.
DirectorFebruary 27, 201812, 2021
Leo S. Mackay, Jr.
/s/    MICHAEL PATSALOS-FOXJOSEPH M. VELLI
DirectorFebruary 27, 201812, 2021
Michael Patsalos-FoxJoseph M. Velli
/s/    JOSEPH M. VELLISANDRA S. WIJNBERG
DirectorFebruary 27, 201812, 2021
Joseph M. VelliSandra S. Wijnberg


44

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
 



F-1

Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of Cognizant Technology Solutions Corporation


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated statements of financial position of Cognizant Technology Solutions Corporation and its subsidiaries (the “Company”) as of December 31, 20172020 and 2016,2019, and the related consolidated statements of operations, of comprehensive income, of stockholders'stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2017,2020, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172020 and 2016,2019, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.


Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018.

Basis for Opinions


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


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


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


Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
F-2

expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


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



Critical Audit Matters

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

Revenue Recognition – Expected Labor Costs to Complete for Certain Fixed-Price Contracts

As described in Notes 1 and 2 to the consolidated financial statements, fixed-price contracts comprised $6.1 billion of the Company’s total revenues for the year ended December 31, 2020, which includes performance obligations where control is transferred over time. For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Management recognizes revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services as the service is performed using the cost to cost method, under which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs. The cost to cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information. Revenues related to fixed-price application maintenance, testing and business process services are recognized based on management’s right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If management’s invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the cost to cost method described above.

The principal considerations for our determination that performing procedures relating to revenue recognition – expected labor costs to complete for certain fixed-price contracts is a critical audit matter are the significant judgment by management when developing the estimated total expected labor costs to complete fixed-price contracts and the significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s estimate of total expected labor costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the development of the estimated total expected labor costs to complete fixed-price contracts. These procedures also included, among others, evaluating and testing management’s process for developing the estimated total expected labor costs for a sample of contracts, which included evaluating the reasonableness of the total expected labor cost assumptions used by management. Evaluating the reasonableness of the assumptions related to the total expected labor costs involved assessing management’s ability to reasonably develop total expected labor costs by (i) performing a comparison of actual labor costs incurred with expected labor costs for similar completed projects and (ii) evaluating the timely identification of circumstances that may warrant a modification to previous labor cost estimates, including actual labor costs in excess of estimates.



/s/ PricewaterhouseCoopers LLP

New York, New York
February 27, 201812, 2021



We have served as the Company’s auditor since 1997.


F-3


COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions, except par values)
 
At December 31,At December 31,
2017 201620202019
Assets   Assets
Current assets:   Current assets:
Cash and cash equivalents$1,925
 $2,034
Cash and cash equivalents$2,680 $2,645 
Short-term investments3,131
 3,135
Short-term investments44 779 
Trade accounts receivable, net of allowances of $65 and $48, respectively2,865
 2,556
Unbilled accounts receivable357
 349
Trade accounts receivable, netTrade accounts receivable, net3,087 3,256 
Other current assets833
 526
Other current assets1,040 931 
Total current assets9,111
 8,600
Total current assets6,851 7,611 
Property and equipment, net1,324
 1,311
Property and equipment, net1,251 1,309 
Operating lease assets, netOperating lease assets, net1,013 926 
Goodwill2,704
 2,554
Goodwill5,031 3,979 
Intangible assets, net981
 951
Intangible assets, net1,046 1,041 
Deferred income tax assets, net418
 425
Deferred income tax assets, net445 585 
Long-term investments235
 62
Long-term investments440 17 
Other noncurrent assets448
 359
Other noncurrent assets846 736 
Total assets$15,221
 $14,262
Total assets$16,923 $16,204 
Liabilities and Stockholders’ Equity   Liabilities and Stockholders’ Equity
Current liabilities:   Current liabilities:
Accounts payable$210
 $175
Accounts payable$389 $239 
Deferred revenue383
 306
Deferred revenue383 313 
Short-term debt175
 81
Short-term debt38 38 
Operating lease liabilitiesOperating lease liabilities211 202 
Accrued expenses and other current liabilities2,071
 1,856
Accrued expenses and other current liabilities2,519 2,191 
Total current liabilities2,839
 2,418
Total current liabilities3,540 2,983 
Deferred revenue, noncurrent104
 151
Deferred revenue, noncurrent36 23 
Operating lease liabilities, noncurrentOperating lease liabilities, noncurrent846 745 
Deferred income tax liabilities, net146
 6
Deferred income tax liabilities, net206 35 
Long-term debt698
 797
Long-term debt663 700 
Long-term income taxes payable584
 
Long-term income taxes payable428 478 
Other noncurrent liabilities181
 162
Other noncurrent liabilities368 218 
Total liabilities4,552
 3,534
Total liabilities6,087 5,182 
Commitments and contingencies (See Note 14)


 

Commitments and contingencies (See Note 15)
Commitments and contingencies (See Note 15)
00
Stockholders’ equity:   Stockholders’ equity:
Preferred stock, $0.10 par value, 15.0 shares authorized, none issued
 
Class A common stock, $0.01 par value, 1,000 shares authorized, 588 and 608 shares issued and outstanding at December 31, 2017 and 2016, respectively6
 6
Preferred stock, $0.10 par value, 15 shares authorized, NaN issuedPreferred stock, $0.10 par value, 15 shares authorized, NaN issued
Class A common stock, $0.01 par value, 1,000 shares authorized, 530 and 548 shares issued and outstanding at December 31, 2020 and 2019, respectively
Class A common stock, $0.01 par value, 1,000 shares authorized, 530 and 548 shares issued and outstanding at December 31, 2020 and 2019, respectively
Additional paid-in capital49
 358
Additional paid-in capital32 33 
Retained earnings10,544
 10,478
Retained earnings10,689 11,022 
Accumulated other comprehensive income (loss)70
 (114)Accumulated other comprehensive income (loss)110 (38)
Total stockholders’ equity10,669
 10,728
Total stockholders’ equity10,836 11,022 
Total liabilities and stockholders’ equity$15,221
 $14,262
Total liabilities and stockholders’ equity$16,923 $16,204 
The accompanying notes are an integral part of the consolidated financial statements.

F-4

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
 
 Year Ended December 31, Year Ended December 31,
 2017 2016 2015 202020192018
Revenues $14,810
 $13,487
 $12,416
Revenues$16,652 $16,783 $16,125 
Operating expenses:      Operating expenses:
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 9,152
 8,108
 7,440
Cost of revenues (exclusive of depreciation and amortization expense shown separately below)10,671 10,634 9,838 
Selling, general and administrative expenses 2,769
 2,731
 2,509
Selling, general and administrative expenses3,100 2,972 3,007 
Restructuring chargesRestructuring charges215 217 19 
Depreciation and amortization expense 408
 359
 325
Depreciation and amortization expense552 507 460 
Income from operations 2,481
 2,289
 2,142
Income from operations2,114 2,453 2,801 
Other income (expense), net:      Other income (expense), net:
Interest income 133
 115
 84
Interest income119 176 177 
Interest expense (23) (19) (18)Interest expense(24)(26)(27)
Foreign currency exchange gains (losses), net 67
 (30) (43)Foreign currency exchange gains (losses), net(116)(65)(152)
Other, net (3) 2
 (1)Other, net(2)
Total other income (expense), net 174
 68
 22
Total other income (expense), net(18)90 (4)
Income before provision for income taxes 2,655
 2,357
 2,164
Income before provision for income taxes2,096 2,543 2,797 
Provision for income taxes (1,153) (805) (540)Provision for income taxes(704)(643)(698)
Income from equity method investments 2
 1
 
Income (loss) from equity method investmentsIncome (loss) from equity method investments(58)
Net income $1,504
 $1,553
 $1,624
Net income$1,392 $1,842 $2,101 
Basic earnings per share $2.54
 $2.56
 $2.67
Basic earnings per share$2.58 $3.30 $3.61 
Diluted earnings per share $2.53
 $2.55
 $2.65
Diluted earnings per share$2.57 $3.29 $3.60 
Weighted average number of common shares outstanding—Basic 593
 607
 609
Weighted average number of common shares outstanding—Basic540 559 582 
Dilutive effect of shares issuable under stock-based compensation plans
2

3
 4
Dilutive effect of shares issuable under stock-based compensation plans
Weighted average number of common shares outstanding—Diluted 595
 610
 613
Weighted average number of common shares outstanding—Diluted541 560 584 
Dividends declared per common share $0.45
 $
 $
The accompanying notes are an integral part of the consolidated financial statements.

F-5

Table of Contents
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
 
 Year Ended December 31, Year Ended December 31,
 2017 2016 2015 202020192018
Net income $1,504
 $1,553
 $1,624
Net income$1,392 $1,842 $2,101 
Other comprehensive income (loss), net of tax:      Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 111
 (59) (55)Foreign currency translation adjustments119 39 (65)
Change in unrealized gains and losses on cash flow hedges, net of taxes 76
 51
 75
Change in unrealized losses on available-for-sale investment securities, net of taxes (3) 
 (3)
Change in unrealized gains and losses on cash flow hedgesChange in unrealized gains and losses on cash flow hedges29 29 (118)
Change in unrealized losses on available-for-sale investment securitiesChange in unrealized losses on available-for-sale investment securities
Other comprehensive income (loss) 184
 (8) 17
Other comprehensive income (loss)148 76 (183)
Comprehensive income $1,688
 $1,545
 $1,641
Comprehensive income$1,540 $1,918 $1,918 
The accompanying notes are an integral part of the consolidated financial statements.

F-6

Table of Contents
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)millions, except per share data)
 
 Class A Common StockAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
 Total
Shares    Amount
Balance, December 31, 2017588 $$49 $10,544 $70 $10,669 
Cumulative effect of changes in accounting principle (1)
— — — 122 (1)121 
Net income— — — 2,101 — 2,101 
Other comprehensive income (loss)— — — — (183)(183)
Common stock issued, stock-based compensation plans— 181 — — 181 
Stock-based compensation expense— — 267 — — 267 
Repurchases of common stock(17)— (450)(811)— (1,261)
Dividends declared, $0.80 per share— — — (471)— (471)
Balance, December 31, 2018577 47 11,485 (114)11,424 
Cumulative effect of changes in accounting principle (2)
— — — — 
Net income— — — 1,842 — 1,842 
Other comprehensive income (loss)— — — — 76 76 
Common stock issued, stock-based compensation plans— 159 — — 159 
Stock-based compensation expense— — 217 — — 217 
Repurchases of common stock(36)(1)(390)(1,856)— (2,247)
Dividends declared, $0.80 per share— — — (451)— (451)
Balance, December 31, 2019548 33 11,022 (38)11,022 
Cumulative effect of changes in accounting principle (3)
— — — — 
Net income— — — 1,392 — 1,392 
Other comprehensive income (loss)— — — — 148 148 
Common stock issued, stock-based compensation plans— 142 — — 142 
Stock-based compensation expense— — 232 — — 232 
Repurchases of common stock(24)— (375)(1,246)— (1,621)
Dividends declared, $0.88 per share— — — (480)— (480)
Balance, December 31, 2020530 $$32 $10,689 $110 $10,836 
  Class A Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
  Total
 Shares     Amount 
Balance, December 31, 2014 609
 $6
 $556
 $7,301
 $(123) $7,740
Net income 
 
 
 1,624
 
 1,624
Other comprehensive income 
 
 
 
 17
 17
Common stock issued, stock-based compensation plans7
 
 131
 
 
 131
Tax benefit, stock-based compensation plans 
 
 34
 
 
 34
Stock-based compensation expense 
 
 192
 
 
 192
Repurchases of common stock (7) 
 (460) 
 
 (460)
Balance, December 31, 2015 609
 6
 453
 8,925
 (106) 9,278
Net income 
 
 
 1,553
 
 1,553
Other comprehensive (loss) 
 
 
 
 (8) (8)
Common stock issued, stock-based compensation plans8
 
 176
 
 
 176
Tax benefit, stock-based compensation plans 
 
 24
 
 
 24
Stock-based compensation expense 
 
 217
 
 
 217
Repurchases of common stock (9) 
 (512) 
 
 (512)
Balance, December 31, 2016 608
 6
 358
 10,478
 (114) 10,728
Net income 
 
 
 1,504
 
 1,504
Other comprehensive income 
 
 
 
 184
 184
Common stock issued, stock-based compensation plans 9
 
 189
 
 
 189
Stock-based compensation expense 
 
 221
 
 
 221
Repurchases of common stock (29) 
 (719) (1,170) 
 (1,889)
Dividends 
 
 
 (268) 
 (268)
Balance, December 31, 2017 588
 $6
 $49
 $10,544
 $70
 $10,669
(1)    Reflects    the adoption of the New Revenue Standard as well as ASU 2018-02 "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" on January 1, 2018.

(2)    Reflects    the adoption of the New Lease Standard on January 1, 2019.
(3)    Reflects the adoption of the Credit Loss Standard as described in Note 1.

The accompanying notes are an integral part of the consolidated financial statements.



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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Year Ended December 31, Year Ended December 31,
2017 2016 2015 202020192018
Cash flows from operating activities:     Cash flows from operating activities:
Net income$1,504
 $1,553
 $1,624
Net income$1,392 $1,842 $2,101 
Adjustments to reconcile net income to net cash provided by operating activities:     Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization443
 379
 330
Depreciation and amortization559 526 498 
Provision for doubtful accounts15
 12
 10
Deferred income taxes124
 (91) (126)Deferred income taxes184 (306)
Stock-based compensation expense221
 217
 192
Stock-based compensation expense232 217 267 
Other(86) 46
 49
Other119 119 125 
Changes in assets and liabilities:     Changes in assets and liabilities:
Trade accounts receivable(249) (330) (322)Trade accounts receivable264 37 (365)
Other current assets(181) (104) (33)
Other noncurrent assets(89) (59) (39)
Other current and noncurrent assetsOther current and noncurrent assets73 159 (8)
Accounts payable16
 6
 19
Accounts payable109 (4)
Deferred revenue, current and noncurrent18
 (38) 50
Deferred revenue, current and noncurrent65 56 (86)
Other current and noncurrent liabilities671
 54
 433
Other current and noncurrent liabilities302 (159)56 
Net cash provided by operating activities2,407
 1,645
 2,187
Net cash provided by operating activities3,299 2,499 2,592 
Cash flows from investing activities:     Cash flows from investing activities:
Purchases of property and equipment(284) (300) (273)Purchases of property and equipment(398)(392)(377)
Purchases of available-for-sale investment securities(3,120) (4,231) (2,050)Purchases of available-for-sale investment securities(333)(1,630)
Proceeds from maturity or sale of available-for-sale investment securities3,404
 3,982
 1,290
Proceeds from maturity or sale of available-for-sale investment securities2,107 1,838 
Purchases of held-to-maturity investment securities(1,221) (54) 
Purchases of held-to-maturity investment securities(202)(693)(1,363)
Proceeds from maturity of held-to-maturity investment securities404
 15
 
Proceeds from maturity of held-to-maturity investment securities467 1,498 1,164 
Purchases of other investments(385) (884) (954)Purchases of other investments(531)(483)(513)
Proceeds from maturity or sale of other investments836
 843
 618
Proceeds from maturity or sale of other investments549 501 365 
Payments for business combinations, net of cash acquired, and equity and cost method investments(216) (334) (2)
Net cash (used in) investing activities(582) (963) (1,371)
Payments for business combinations, net of cash acquiredPayments for business combinations, net of cash acquired(1,123)(617)(1,111)
Net cash (used in) provided by investing activitiesNet cash (used in) provided by investing activities(1,238)1,588 (1,627)
Cash flows from financing activities:     Cash flows from financing activities:
Issuance of common stock under stock-based compensation plans189
 176
 131
Issuance of common stock under stock-based compensation plans142 159 181 
Repurchases of common stock(1,889) (512) (460)Repurchases of common stock(1,621)(2,247)(1,261)
Repayment of term loan borrowings and capital lease obligations(95) (57) (53)
Net change in notes outstanding under the revolving credit facility75
 (350) (300)
Repayment of term loan borrowings and finance lease and earnout obligationsRepayment of term loan borrowings and finance lease and earnout obligations(50)(28)(91)
Proceeds from borrowing under the revolving credit facilityProceeds from borrowing under the revolving credit facility1,740 
Repayment of notes outstanding under the revolving credit facilityRepayment of notes outstanding under the revolving credit facility(1,740)
Net repayments in notes outstanding under the revolving credit facilityNet repayments in notes outstanding under the revolving credit facility(75)
Proceeds from debt modificationProceeds from debt modification25 
Debt issuance costsDebt issuance costs(4)
Dividends paid(265) 
 
Dividends paid(480)(453)(468)
Net cash (used in) financing activities(1,985) (743) (682)Net cash (used in) financing activities(2,009)(2,569)(1,693)
Effect of exchange rate changes on cash and cash equivalents51
 (30) (19)Effect of exchange rate changes on cash and cash equivalents(17)(34)(36)
(Decrease) increase in cash and cash equivalents(109) (91) 115
Increase (decrease) in cash and cash equivalentsIncrease (decrease) in cash and cash equivalents35 1,484 (764)
Cash and cash equivalents, beginning of year2,034
 2,125
 2,010
Cash and cash equivalents, beginning of year2,645 1,161 1,925 
Cash and cash equivalents, end of period$1,925
 $2,034
 $2,125
Cash and cash equivalents, end of yearCash and cash equivalents, end of year$2,680 $2,645 $1,161 
     
Supplemental information:     Supplemental information:
Cash paid for income taxes during the year$587
 $845
 $579
Cash paid for income taxes during the year$745 $870 $597 
Cash interest paid during the year$21
 $16
 $14
Cash interest paid during the year$25 $25 $21 
The accompanying notes are an integral part of the consolidated financial statements.

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except share data)


Note 1 — Business Description and Summary of Significant Accounting Policies
The terms “Cognizant,” “we,” “our,” “us” and “the Company” refer to Cognizant Technology Solutions Corporation and its subsidiaries unless the context indicates otherwise.
Description of Business.We are one of the world’s leading professional services companies. We are incompanies, engineering modern business to help our customers adapt, competefor the digital era. Our services include digital services and grow in the face of continual shifts and disruptions within their markets. We do so by partnering with them to apply technology to transform their business, operating and technology models allowing them to achieve the full value of digitizing their entire enterprises. We call this being “digital at scale.” When implemented, it enables customers to achieve more efficient and effective operations while reshaping their business models for innovation and growth. Our industry-based, consultative approach helps customers envision, build and run more innovative and efficient businesses. Our core competencies include: business, process, operations and technologysolutions, consulting, application development, and systems integration, enterprise information management, application testing, application maintenance, information technology, or IT, infrastructure services and business process services. Digital services have become an increasingly important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses. We are focused on continued investment in four key areas of digital: IoT, AI, experience-driven software engineering and cloud. We tailor our services and solutions to specific industries and usewith an integrated global delivery model that employs customerclient service and delivery teams based at customerclient locations and delivery teams located at dedicated global and regional delivery centers.
Basis of Presentation, Principles of Consolidation and Use of Estimates. The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America, or GAAP and reflect the consolidated financial position, results of operations, comprehensive income and cash flows of our consolidated subsidiaries for all periods presented. All intercompany balances and transactions have been eliminated in consolidation.


The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying disclosures. The COVID-19 pandemic may affect management's estimates and assumptions of variable consideration in contracts with customers as well as other estimates and assumptions, in particular those that require a projection of our financial results, our cash flows or broader economic conditions, such as the annual effective tax rate, the allowance for doubtful accounts, the recoverability of capitalized deferred charges and the fair value of goodwill, long-lived assets and indefinite-lived intangible assets We evaluate our estimates on a continuous basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The actual amounts may vary from the estimates used in the preparation of the accompanying consolidated financial statements. We have reclassified certain prior period amounts to conform to current period presentation.
Cash and Cash Equivalents and Investments. Cash and cash equivalents consist of all cash balances, including money market funds, certificates of deposits and liquid instruments. Liquid instruments are classified as cash equivalents when their maturitiescommercial paper that have a maturity, at the date of purchase, areof 90 days or less and as short-term investments when their maturities at the date of purchase are greater than 90 days.less.
We determine the appropriate classification of our investments in marketable securities at the date of purchase and reevaluate such designation at each balance sheet date. We have classified and accounted for our marketable securities as either trading, available-for-sale or held-to-maturity. After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell our trading and available-for-sale securities prior to their stated maturities. We classify these marketable securities with maturities at the date of purchase beyond 90 days as short-term investments based on their highly liquid nature and because such marketable securities represent an investment of cash that is available for current operations. Our held-to-maturity investment securities are financial instruments for which we have the intent and ability to hold to maturity and we classify these securities with maturities beyond 90 days but less than one year as short-term investments. Any held-to-maturity investment securities with maturities beyond one year from the balance sheet date are classified as noncurrent.

Trading securities are reported at fair value with changes in unrealized gains and losses recorded in Other income (expense), net in our consolidated statements of operations. Available-for-sale securities are reported at fair value with changes in unrealized gains and losses recorded as a separate component of accumulated other comprehensive income (loss) until realized. We determine the cost of the securities sold based on the specific identification method. Held-to-maturity securities are reported at amortized cost. Time deposits with financial institutions are valued at cost, which approximates fair value.

Interest and amortization of premiums and discounts for debt securities are included in interest income.

On a quarterlyinitial recognition and on an ongoing basis, we evaluate our available-for-sale and held-to-maturity investmentsinvestment securities for possible other-than-temporary impairment by reviewing quantitative and qualitative factors. If we do not intend to sellexpected credit losses collectively when they share similar risk characteristics or individually, when the security or it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate quantitative and qualitative criteria to determine whether we expect to recover the amortized cost basis of the security. If we do not expect to recover the entire amortized cost basis of the security, we consider the security to be other-than-temporarily impaired and we record the difference

between the security’s amortized cost basis and its recoverable amount in earnings and the difference between the security’s recoverable amount and fair value in other comprehensive income. If we intend to sell the security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the security is also considered other-than-temporarily impaired and we recognize the entire difference between the security’s amortized cost basis and its fair value in earnings.
Allowance for Doubtful Accounts. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.risk characteristics are different. The allowance for doubtful accountsexpected credit losses is determined by evaluatingusing our historical loss experience. We monitor the relative credit-worthiness of each customer, historical collections experience and other information, including the agingcredit ratings of the receivables. Wesecurities in our portfolio to evaluate the collectibility of our accounts receivable on an on-going basis and writeneed for any changes to the allowance. An increase or a decrease in the allowance for expected credit losses is recorded through income as a credit loss expense or a reversal thereof. The allowance for expected credit losses is presented as a deduction from the amortized cost. A held-to-maturity investment security is written off accounts when they are deemed to be uncollectible.

Unbilled Accounts Receivable. Unbilled accounts receivable represent revenues recognized that are to be billed in subsequent periods, as per the terms of the related contracts.
Short-term Financial Assets and Liabilities. Cash and certain cash equivalents, time deposits, trade receivables, accounts payable and other accrued liabilities are short-term in nature and, accordingly, their carrying values approximate fair value.
Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improvement. In India, leasehold land is leased by us from the government of India with lease terms ranging up to 99 years. Lease payments are made at the inception of the lease agreement and amortized over the lease term. Maintenance and repairs are expensed as incurred, while renewals and betterments are capitalized.asset. Deposits paid towards acquisition of long-lived assets and the cost of assets not put in use beforeby the balance sheet date are disclosed under the caption “Capital work-in-progress”"Capital work-in-progress" in Note 6.
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Leases. Our lease asset classes primarily consist of operating leases for office space, data centers and IT equipment. At inception of a contract, we determine whether a contract contains a lease, and if a lease is identified, whether it is an operating or finance lease. In determining whether a contract contains a lease we consider whether (1) we have the right to obtain substantially all of the economic benefits from the use of the asset throughout the term of the contract, (2) we have the right to direct how and for what purpose the asset is used throughout the term of the contract and (3) we have the right to operate the asset throughout the term of the contract without the lessor having the right to change the terms of the contract. Some of our lease agreements contain both lease and non-lease components that we account for as a single lease component for all of our lease asset classes.
Our ROU lease assets represent our right to use an underlying asset for the lease term and may include any advance lease payments made and any initial direct costs and exclude lease incentives. Our lease liabilities represent our obligation to make lease payments arising from the terms of the lease. ROU lease assets and lease liabilities are recognized at the commencement of the lease and are calculated using the present value of lease payments over the lease term. Typically, our lease agreements do not provide sufficient detail to arrive at an implicit interest rate. Therefore, we use our estimated country-specific incremental borrowing rate based on information available at the commencement date of the lease to calculate the present value of the lease payments. In estimating our country-specific incremental borrowing rates, we consider market rates of comparable collateralized borrowings for similar terms. Our lease terms may include the option to extend or terminate the lease before the end of the contractual lease term. Our ROU lease assets and lease liabilities include these options when it is reasonably certain that they will be exercised.
A portion of our real estate lease costs is subject to annual changes in the CPI. The changes to the CPI are treated as variable lease payments and are recognized in the period in which the obligation for those payments is incurred. Other variable lease costs primarily relate to adjustments for common area maintenance, utilities, property tax and lease concessions due to the COVID-19 pandemic. These variable costs are recognized in the period in which the obligation for those payments is incurred.

We elect not to recognize ROU assets and lease liabilities for short-term leases with a term equal to or less than 12 months. We recognize the lease payments in our income statement on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.

Both ROU assets and finance lease assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the related asset group may not be recoverable.
Internal Use Software. We capitalize certain costs that are incurred to purchase, develop and implement internal-use software during the application development phase, which primarily include coding, testing and certain data conversion activities. Capitalized costs are amortized on a straight-line basis over the useful life of the software. Costs incurred in performing activities associated with the preliminary project phaseplanning and the post-implementation phaseactivities are expensed as incurred.
Cloud Computing Arrangements. We capitalize certain implementation costs within prepaid assets that are incurred when implementing cloud computing service or SaaS arrangements, which primarily include efforts associated with configuration and development activities. Once the service is ready for use, capitalized costs are amortized over the term of the arrangement and recognized in income from operations.
Software to be Sold, Leased or Marketed. We capitalize costs incurred after technological feasibility is reached but before software is available for general release to customers,clients, which primarily include coding and testing activities.Once the product is ready for general release, capitalized costs are amortized over the useful life of the software.
Business Combinations. We account for business combinations using the acquisition method, which requires the identification of the acquirer, the determination of the acquisition date and the allocation of the purchase price paid by the acquirer to the identifiable tangible and intangible assets acquired, the liabilities assumed, including any contingent consideration and any noncontrolling interest in the acquiree at their acquisition date fair values. Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Identifiable intangible assets with finite lives are amortized over their expected useful lives. Acquisition-related costs are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in our consolidated financial statements from the acquisition date.
During the fourth quarter of 2019, the Company adjusted the allocation of the purchase price of certain prior period acquisitions that included revenue contracts with the sellers of the acquired businesses. As a result, we recorded a balance sheet adjustment to decrease total assets (primarily impacting intangible assets, goodwill and deferred income taxes) and total liabilities (primarily impacting deferred revenue) by approximately $70 million each. The impact of the adjustment to our
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operating results was immaterial. Management concluded that the adjustment was not material to any previously issued consolidated financial statements or to the consolidated financial statements as of and for the year ended December 31, 2019.
Equity Method Investments. Equity investments that give us the ability to exercise significant influence, but not control, over an investee are accounted for using the equity method of accounting and recorded in the caption "Long-term investments" on our consolidated statements of financial position. Equity method investments are initially recorded at cost and any excess cost over our proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill and included in the carrying amount of the investment.cost. We periodically review the carrying value of our equity method investments to determine if there has been an other-than-temporary decline in the carrying value. The investment balance is increased to reflect contributions and our share of earnings and decreased to reflect our share of losses, distributions, and other-than-temporary impairments. The Company's proportionate share of the net income or loss of the investee is recorded in the caption "Income (loss) from equity method investments" on our consolidated statements of operations. The investment balance is increased or decreased for cash contributions or distributions to or from these investees. If we subsequently obtain control of the investee, the existing carrying value of the investment is remeasured to the fair value on the change of control date and any gain or loss is recognized in results of operations.
Cost Method Investments. Equity investments without readily determinable fair values in which we do not exercise significant influence or control are accounted for using the cost method of accounting and recorded in the caption "Long-term investments" on our consolidated statements of financial position. Investments are carried at cost and are adjusted only for

other-than-temporary declines in fair value, certain distributions and additional investments. We periodically review the carrying value of our cost method investments to determine if there has been an other-than-temporary decline in carrying value.
Long-lived Assets and Finite-lived Intangibles.Intangible Assets. We review long-lived assets and certain finite-lived identifiable intangiblesintangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We recognize an impairment lossThe carrying amount may not be recoverable when the sum of undiscounted expected future cash flows is less than the carrying amount of such assets.asset groups. The impairment loss is determined as the amount by which the carrying amount of the asset group exceeds theits fair value of the asset.value. Intangible assets consist primarily of customer relationships and developed technology, which are being amortized on a straight-line basis over their estimated useful lives.
Goodwill and Indefinite-lived Intangibles.Intangible Assets. We evaluate goodwill and indefinite-lived intangible assets for impairment at least annually, or as circumstances warrant. Goodwill is evaluated at the reporting unit level by comparing the fair value of the reporting unit with its carrying amount including goodwill. An impairment of goodwill exists if the carrying amount of the reporting unit exceeds its fair value. The impairment loss is the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill allocated to that reporting unit. For indefinite-lived intangible assets, if our annual qualitative assessment indicates that it is more-likely-than-not that an indefinite-lived intangible asset is impaired, we test the assets for impairment by comparing the fair value of such assets to their carrying value. If an impairment is indicated, a write down to the fair value of indefinite-lived intangible asset is recorded.
Stock Repurchase Program. Under the Board of Directors authorized stock repurchase program, the Company is authorized to repurchase its Class A common stock through open market purchases, including under a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act,Plan, or in private transactions, including through accelerated stock repurchaseASR agreements (or ASRs) entered into with financial institutions, in accordance with applicableapplicable federal securities laws. We account for the repurchased shares as constructively retired. Shares are returned to the status of authorized and unissued shares at the time of repurchase or in the periods they are delivered if repurchased under an ASR. To reflect share repurchases in the consolidated statementstatements of financial position, the Company (i) reduceswe (1) reduce common stock for the par value of the shares, (ii) reduces(2) reduce additional paid-in capital for the amount in excess of par during the period in which the shares are repurchased and (iii) records(3) record any residual amount in excess of available additional paid-in capital to retained earnings. Upfront payments related to ASRs are accounted for as a reduction to stockholders’ equity in the consolidated statementstatements of financial position in the period the payments are made.
Revenue Recognition. Revenues related We recognize revenues as we transfer control of deliverables (products, solutions and services) to time-and-materials contractsour clients in an amount reflecting the consideration to which we expect to be entitled. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We apply judgment in determining the customer’s ability and intention to pay based on a variety of factors including the customer’s historical payment experience.
For performance obligations where control is transferred over time, revenues are recognized asbased on the serviceextent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is performed and amounts are earned. Revenues from transaction- or volume-based priced contracts are recognized as transactions are processed and amounts are earned. based on the nature of the deliverables to be provided.
Revenues related to fixed-price contracts for highly complex application development and systems integration services, consulting or other technology services are recognized as the service is performed using the percentage of completioncost to cost method, of accounting, under which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs (cost to cost method).costs. Revenues related to fixed-price outsourcingapplication maintenance, testing and business process services are recognized on a straight-line basis unless revenues are earned and obligations are fulfilled in a different pattern. Revenues related to fixed-price contracts for consulting or other technology services are recognized as services are performed on a proportional performance basis based upon the level of effort.
For all services, revenues are earned and recognized only when all of the following criteria are met: evidence of an arrangement exists, the price is fixed or determinable, the services have been rendered and collectibility is reasonably assured. Contingent or incentive revenues are recognized when the contingency is satisfied and we conclude the amounts are earned. Volume discounts are recorded as a reduction of revenues as services are provided. Revenues also include the reimbursement of out-of-pocket expenses.
Costs to deliver services are expensed as incurred with the exception of specific costs directly related to transition or set-up activities for outsourcing contracts. Transition costs are deferred and expensed ratably over the period of service. Deferred amounts are protected by collected cash or early termination penalty clauses and are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of the contract assets. Deferred transition costs were approximately $267 million and $188 million as of December 31, 2017 and 2016, respectively, and are included in other noncurrent assets in our consolidated statements of financial position. Costs related to warranty provisions are accrued at the time the related revenues are recorded.
We may enter into arrangements that consist of multiple elements. Such arrangements may include any combination of our products, solutions and services. For arrangements with multiple deliverables, we evaluate at the inception of each new arrangement all deliverables to determine whether they represent separate units of accounting. For arrangements with multiple units of accounting, other than arrangements that contain software licenses and software-related services, we allocate

consideration among the units of accounting, where separable, based on their relative selling price. Relative selling price is determined based on vendor-specific objective evidence, or VSOE, if it exists. Otherwise, third-party evidence of selling price is used, when it is available, and in circumstances when neither VSOE nor third-party evidence of selling price is available, management’s best estimate of selling price is used. Revenues are recognized for each unit of accounting based on our revenue recognition policy described above.
Fixed-priceright to invoice for services performed for contracts are generally cancelable subject to a specified notice period. All services provided by us throughin which the dateinvoicing is representative of cancellation are due and payable under the contract terms. We issue invoices related to fixed-price contracts based upon achievement of milestones during a project or other contractual terms. Differences betweenvalue being delivered. If our invoicing is not consistent with the timing of billing, based on contract milestones or other contractual terms, and the recognition ofvalue delivered, revenues are recognized as either unbilled receivables or deferred revenue. Estimatesthe service is performed based on the cost to cost method described above. The cost to cost method requires estimation of certain fixed-price contracts are subject to adjustmentfuture costs, which is updated as athe project progresses to reflect the latest available information; such estimates and changes in expected completion costs or efforts.estimates involve the use of judgment. The
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cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately.immediately, where appropriate.


We also generate productRevenues related to fixed-price hosting and infrastructure services are recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with the value delivered, revenues from licensingare recognized on a straight-line basis unless revenues are earned and obligations are fulfilled in a different pattern. The revenue recognition method applied to the types of contracts described above provides the most faithful depiction of performance towards satisfaction of our software. For perpetualperformance obligations; for example, the cost to cost method is used when the value of services provided to the customer is best represented by the costs expended to deliver those services.

Revenues related to our time-and-materials, transaction-based or volume-based contracts are recognized over the period the services are provided either using an output method such as labor hours, or a method that is otherwise consistent with the way in which value is delivered to the customer.

Revenues related to our non-hosted software license arrangements that do not require significant modification or customization of the underlying software revenues are recognized when the software is delivered and all other software revenue recognition criteria are met.as control is transferred at a point in time. For software license arrangements that require significant functionality enhancements or modification of the software, revenues for the software license and thoserelated services are recognized as thosethe services are performed. Forperformed in accordance with the methods applicable to application development and systems integration services described above. In software hosting arrangements, the rights provided to the customer, such as ownership of a license, arrangements that includecontract termination provisions and the feasibility of the client to operate the software, are considered in determining whether the arrangement includes a rightlicense or a service. Sales and usage-based fees promised in exchange for licenses of intellectual property are not recognized as revenue until the uncertainty related to use the product forvariable amounts is resolved. Revenues related to software maintenance and support are generally recognized on a defined period of time, we recognize revenues ratablystraight-line basis over the termcontract period.

Incentive revenues, volume discounts, or any other form of variable consideration is estimated using either the license.sum of probability weighted amounts in a range of possible consideration amounts (expected value) or the single most likely amount in a range of possible consideration amounts (most likely amount), depending on which method better predicts the amount of consideration to which we may be entitled. We include in the transaction price variable consideration only to the extent it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether and when to include estimated amounts in the transaction price may involve judgment and are based largely on an assessment of our anticipated performance and all information that is reasonably available to us.


Revenues also include the reimbursement of out-of-pocket expenses. Our warranties generally provide a customer with assurance that the related deliverable will function as the parties intended because it complies with agreed-upon specifications and is therefore not considered an additional performance obligation in the contract.

We may enter into arrangements with customers that purchase both software licenses and software-related services from us at the same time, or within close proximityconsist of one another (referred to as software-related multiple-element arrangements).multiple performance obligations. Such software related multiple-element arrangements may include software licenses, software license updates, product support contracts and other software-related services. For those software related multiple-element arrangements,any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply the residual methodjudgment to determine whether promised deliverables are capable of being distinct and are distinct in the amountcontext of software license revenues. Under the residual method, if VSOE of fair value existscontract. If these criteria are not met, the promised deliverables are accounted for undelivered elements inas a multiple-element arrangement, revenues equalcombined performance obligation. For arrangements with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to the fair valuecustomer. When not directly observable, we typically estimate standalone selling price by using the expected cost plus a margin approach. We typically establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change.

We assess the timing of the undelivered elementstransfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive or provide financing from or to customers. We do not consider set up or transition fees paid upfront by our customers to represent a financing component, as such fees are deferred withrequired to encourage customer commitment to the remaining portionproject and protect us from early termination of the arrangement consideration generally recognized upon deliverycontract.

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Our contracts may be modified to add, remove or change existing performance obligations. The accounting for modifications to our contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract if the additional services are priced at the standalone selling price, or as a termination of the software license. For arrangements in which VSOEexisting contract and creation of fair value doesa new contract if not exist for each software-related undelivered element, revenues forpriced at the software licensestandalone selling price. Services added to our application development and systems integration service contracts are deferredtypically not distinct, while services added to our other contracts, including application maintenance, testing and not recognized until VSOE of fair value is available for the undelivered element or delivery of each element has occurred. If the only undelivered element is a service, revenues from the delivered elementbusiness process services contracts, are recognized over the service period.typically distinct.

We alsoFrom time to time, we may enter into multiple-element arrangements that may include a combination of software licenses and various software-related and non-software-relatedwith third party suppliers to resell products or services. In such arrangements,cases, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). In doing so, we first allocateevaluate whether we control the total arrangementgood or service before it is transferred to the customer. If we control the good or service before it is transferred to the customer, we are the principal; if not, we are the agent. Determining whether we control the good or service before it is transferred to the customer may require judgment.
Trade Accounts Receivable, Contract Assets and Contract Liabilities. We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e., only the passage of time is required before payment is due). For example, we recognize a receivable for revenues related to our time and materials and transaction or volume-based contracts when earned regardless of whether amounts have been billed. We present such receivables in "Trade accounts receivable, net" in our consolidated statements of financial position at their net estimated realizable value. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented in "Other current assets" in our consolidated statements of financial position and primarily relate to unbilled amounts on fixed-price contracts utilizing the cost to cost method of revenue recognition. Our contract liabilities, or deferred revenue, consist of advance payments from clients and billings in excess of revenues recognized. We classify deferred revenue as current or noncurrent based on relative selling prices,the timing of when we expect to recognize the revenues.
Our contract assets and contract liabilities are reported on a net basis by contract at the end of each reporting period. The difference between the software groupopening and closing balances of elementsour contract assets and contract liabilities primarily results from the timing difference between our performance obligations and the non-software group of elements.client’s payment. We then further allocate consideration withinreceive payments from clients based on the software groupterms established in our contracts, which vary by contract type.
Allowance for Expected Credit Losses. We calculate expected credit losses for our trade accounts receivable and contract assets. Expected credit losses include losses expected based on known credit issues with specific customers as well as a general expected credit loss allowance based on relevant information about past events, including historical loss rates, current conditions, and reasonable economic forecasts that affect collectibility. We update our allowance for expected credit losses on a quarterly basis with changes in the allowance recognized in income from operations.
Costs to Fulfill. Recurring operating costs for contracts with customers are recognized as incurred. Certain eligible, nonrecurring costs (i.e., set-up or transition costs) are capitalized when such costs (1) relate directly to the respective elements withincontract, (2) generate or enhance resources of the Company that group followingwill be used in satisfying the software-related multiple-element arrangements policies described above. For the non-software group of elements, we further allocate consideration to the respective elements based on relative selling prices. After the arrangement consideration has been allocated to the individual elements, we account for each respective elementperformance obligation in the arrangement as described above.future, and (3) are expected to be recovered. These costs are expensed ratably over the estimated life of the customer relationship, including expected contract renewals. In determining the estimated life of the customer relationship, we evaluate the average contract term, on a portfolio basis by nature of the services to be provided, and apply judgment in evaluating the rate of technological and industry change. Capitalized amounts are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows are not sufficient to recover the carrying amount of the capitalized costs to fulfill.

Stock-Based Compensation. Stock-based compensation expense for awards of equity instruments to employees and non-employee directors is determined based on the grant-dategrant date fair value of those awards. We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. Stock-based compensation costs for PSUs that vest proportionally are recognized on a graded-vesting basis over the vesting period based on the most probable outcome of the performance conditions. If the minimum performance targets are not met, no compensation cost is recognized and any recognized compensation cost is reversed except for awards subject to a market condition. The fair value of RSUs and PSUs is determined based on the number of stock units granted and the quoted price of our stock at the date of grant. The fair value of PSUs granted subject to a market condition is determined using a Monte Carlo valuation model.
Foreign Currency. The assets and liabilities of our foreign subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars from functional currencies at current exchange rates while revenues and expenses are translated from functional currencies at average monthly
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exchange rates. The resulting translation adjustments are recorded in the caption "Accumulated other comprehensive income (loss)" on the accompanying consolidated statements of financial position.

Foreign currency transactions and balances are those that are denominated in a currency other than the subsidiary’sentity’s functional currency. An entity's functional currency is the currency of the primary economic environment in which it operates. The U.S. dollar is the functional currency for certainsome of our foreign subsidiaries who conduct business predominantly in U.S. dollars.subsidiaries. For these subsidiaries, transactions and balances denominated in the local currency are foreign currency transactions. Foreign currency transactions and balances related to non-monetary assets and liabilities are remeasured to the functional currency of the subsidiaryentity at historical exchange rates while monetary assets and liabilities are remeasured to the functional currency of the subsidiaryentity at current exchange rates. Foreign currency exchange gains or losses from

remeasurement are included in the caption "Foreign currency exchange gain (losses), net" on our consolidated statementstatements of operations together with gains or losses on our undesignated foreign currency hedges.
Derivative Financial Instruments. Derivative financial instruments are recorded on the balance sheetour consolidated statements of financial position as either an asset or liability measured at its fair value as of the reporting date. Our derivative financial instruments consist primarily of foreign exchange forward and option contracts. For derivative financial instruments to qualify for hedge accounting, the following criteria must be met: (1) the hedging instrument must be designated as a hedge; (2) the hedged exposure must be specifically identifiable and must expose us to risk; and (3) it must be expected that a change in fair value of the derivative financialhedging instrument and an opposite change in the fair value of the hedged exposure will have a high degree of correlation. Changes in our derivatives’ fair values are recognized in net income unless specific hedge accounting and documentation criteria are met (i.e., the instruments are designated and accounted for as hedges). We record the effective portion of the unrealized gains and losses on our derivative financial instruments that are designated as cash flow hedges in the caption "Accumulated other comprehensive income (loss)" in the accompanying consolidated statements of financial position. Any ineffectiveness or excluded portion of a designated cash flow hedge is recognized in net income. Upon occurrence of the hedged transaction, the gains and losses on the derivative are recognized in net income.
Income Taxes. We provide for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred income tax asset will not be realized, a valuation allowance is provided. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. Beginning in 2017, differences between actual tax benefits realized on employee stock awards and estimated tax benefits at date of grant are adjusted to our provision for income taxes upon vesting or exercise of the stock award.
Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as any related penalties and interest. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit. To the extent that the final outcome of these matters differs from the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.
Earnings Per Share, or EPS.Share. Basic EPS excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS includes all potential dilutive common stock in the weighted average shares outstanding. For purposes of computing diluted earnings per share for the years ended December 31, 2017, 2016 and 2015, respectively, 2 million, 3 million and 4 million shares were assumed to have been outstanding related to common share equivalents. We exclude from the calculation of diluted EPS options with exercise prices that are greater than the average market price and shares related to stock-based awards whose combined exercise price and unamortized fair value were greater in each of those periods than the average market price of our common stock for the period, because their effect would be anti-dilutive. We excluded less than 1 million of anti-dilutive shares in each of 2017, 20162020, 2019 and 20152018 from our diluted EPS calculation. We include performance stock unit awardsPSUs in the dilutive potential common shares when they become contingently issuable per the authoritative guidance and exclude the awardsthem when they are not contingently issuable.

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Recently Adopted Accounting Pronouncements.
Pronouncements
Date Issued and TopicDate Adopted and MethodDescriptionImpact
Date Issued and TopicDate Adopted and MethodDescriptionImpact
March 2016

Derivatives and Hedging
January 1, 2017

Prospectively

This update clarifies the effect of derivative contract novations on existing hedge accounting relationships. As it relates to derivative instruments, novation refers to replacing one of the parties to a derivative instrument with a new party, which may occur for a variety of reasons such as: financial institution mergers, intercompany transactions, an entity exiting a particular derivatives business or relationship, or because of laws or regulatory requirements. The update clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require dedesignation of that hedge accounting relationship provided that all other hedge accounting criteria continue to be met.
The adoption of this update did not have any effect on our financial condition or results of operations.

March 2016

Stock Compensation
January 1, 2017

Prospectively / Retrospectively

This update requires excess tax benefits and tax deficiencies to be recorded to the provision for income taxes in the income statement when the awards vest or are exercised and provides an accounting policy election to account for forfeitures as they occur. The update also clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as financing activity in the statement of cash flows and cash flows related to excess tax benefits should be classified along with other income tax cash flows as an operating activity. 

The primary impact of the adoption of this update is that we prospectively reduced our 2017 provision for income taxes and earning per share by $40 million or $0.07, respectively, for the recognition of net excess income tax benefits rather than an increase to additional paid-in capital. We elected to continue to estimate expected forfeitures to determine the stock compensation expense to be recognized each period. We also elected to retrospectively apply the presentation requirements for cash flows related to excess tax benefits for all periods presented, which resulted in an increase to both net cash provided by operating activities and net cash used in financing activities of $24 million and $34 million during 2016 and 2015, respectively.
January 2017

Business
Combinations

January 1, 2017

Prospectively

This update clarifies the definition of a business and requires a business to include at least an input and a substantive process that together significantly contribute to the ability to create outputs. The update also states that the definition of a business is not met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.
The adoption of this update did not have a material effect on our financial condition or results of operations.

January 2017

Goodwill

January 1, 2017

Prospectively

This update eliminates the need to calculate the implied fair value of goodwill when an impairment is indicated. The update states that goodwill impairment is measured as the excess of a reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill.

The adoption of this update did not have any effect on our financial condition or results of operations.


New Accounting Pronouncements.
Date Issued and TopicEffective DateDescriptionImpact
May 2014


Revenue
January 1, 2018

Modified Retrospective
The new standard, as amended, sets forth a single comprehensive model for recognizing and reporting revenues. The standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenues and cash flows relating to customer contracts. The standard allows for two methods of adoption: the full retrospective adoption, which requires the standard to be applied to each prior period presented, or the modified retrospective adoption, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. We will adopt the standard using the modified retrospective method.The most significant impactsAs a result of the new standard primarily relate to (1) changes in the method used to measure progress on our application maintenance, consulting and business process services fixed-price contracts, (2) the longer period of amortization for costs to fulfill a contract, as well as (3) the timing of revenue recognition and allocation of purchase price on our software license contracts. We expect the one-timeadoption, we recorded an adjustment to opening retained earnings in connection with the adoption of this standard to be an increase of approximately $119 million, after a tax impact of approximately $36$121 million.
February 2016

Lease Accounting
Leases
January 1, 2019

Effective Date Method
The new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-useROU asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognizerecognizes interest expense and amortization of the right-of-useROU asset, and for operating leases, the lessee would recognizerecognizes total lease expense on a straight-line basis. UponThe standard offers several practical expedients for transition and certain expedients specific to lessees or lessors. The standard allows for two methods of adoption: retrospective to each prior reporting period presented with the cumulative effect of adoption entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standardrecognized at the beginning of the earliest comparative period presented.presented or the effective date method, which is retrospective to the beginning of the period of adoption through a cumulative-effect adjustment.We expectAs a result of the requirementadoption, we recorded an increase to recognize a right-of-use assettotal assets of $758 million, total liabilities of $756 million, and a lease liability for operating leases to have a material impact on the presentationopening retained earnings of our consolidated statements of financial position.$2 million.
March 2017

Nonrefundable Fees and Other CostsJune 2016

Financial Instruments-Credit Losses
January 1, 20192020

Modified Retrospective
This update shortensThe new standard requires the amortizationmeasurement and recognition of expected credit losses using the current expected credit loss model for financial assets held at amortized cost, which includes the Company’s trade accounts receivable, certain financial instruments and contract assets. It replaces the existing incurred loss impairment model with an expected loss methodology. The recorded credit losses are adjusted each period for certain callable debt securities held atchanges in expected lifetime credit losses. The standard requires a premium to the earliest call date. The amendments do not require an accounting change for securities held at a discount. Upon adoption, entities will be required to use a modified retrospective transition with the cumulative effect adjustment recognized to retained earningsthe statement of financial position as of the beginning of the first reporting period of adoption.in which the guidance is effective.We are currently evaluating the effect the amendments will have on our consolidated financial statements and related disclosures.
May 2017

Share-based
Payment
Arrangements

January 1, 2018This update amends the scope of modification accounting for share-based payment arrangements. The amendment requires that an entity will not apply modification accounting toAs a share-based payment award if the award’s fair value, vesting conditions and classification are the same immediately before and after the modification. Upon adoption, entities will be required to apply this guidance prospectively to an award modified on or afterresult of the adoption, date.We dowe recorded an increase to our opening retained earnings and "Trade accounts receivable, net" of $1 million each.

Prior year amounts are not expect the adoption of this updateadjusted and continue to have a material effect onbe reported in accordance with our financial condition or results of operations.
historical accounting policies.


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Date Issued and TopicEffective DateDescriptionImpact
August 2017

Derivatives and Hedging
January 1, 2019This update expands and refines hedge accounting for both financial and nonfinancial hedging strategies to better align hedge accounting with companies’ risk management strategies. The update also amends the presentation and disclosure requirements and changes how companies assess effectiveness of their hedges. Adoption methods will differ by type of hedge.We are currently evaluating the effect the update will have on our consolidated financial statements and related disclosures.
February 2018

Income Statement - Reporting Comprehensive Income
January 1, 2019This update provides an option for entities to reclassify stranded tax effects caused by the newly-enacted Tax Cuts and Jobs Act, or Tax Reform Act, from accumulated other comprehensive income to retained earnings. Upon adoption, entities have the option to apply the update retrospectively or in the period of adoption. Early adoption of this update is permitted.We expect to early adopt this update as of January 1, 2018. The adoption is expected to result in an increase of $1 million in accumulated other comprehensive income and a corresponding decrease to opening retained earnings.Note 2 — Revenues
Disaggregation of Revenues


Note 2 — Internal InvestigationThe tables below present disaggregated revenues from contracts with clients by client location, service line and Related Matters

contract-type for each of our business segments. We believe this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are conducting an internal investigation focused on whether certain payments relatingaffected by industry, market and other economic factors. Our consulting and technology services include consulting, application development, systems integration, and application testing services as well as software solutions and related services while our outsourcing services include application maintenance, infrastructure and business process services. Revenues are attributed to Company-owned facilities in India were made improperly and in possible violationgeographic regions based upon client location. Substantially all of the U.S. Foreign Corrupt Practices Act, or FCPA, and other applicable laws. The investigation is also examining various other payments maderevenue in small amounts in India that may not have complied with Company policy or applicable law. In September 2016, we voluntarily notified the U.S. Department of Justice, or DOJ, and Securities and Exchange Commission, or SEC, and are cooperating fully with both agencies. The investigation is being conducted under the oversight of the Audit Committee, with the assistance of outside counsel. To date, the investigation has identified a total of approximately $6 million in payments made between 2009 and 2016 that may have been improper. During the year ended December 31, 2016, we recorded out-of-period corrections relatedour North America region relates to $4 million of such payments that had been previously capitalized that should have been expensed. Of the $4 million out-of-period correction, $3 million was recordedoperations in the third quarterUnited States.
Year Ended
December 31, 2020
Financial ServicesHealthcareProducts and ResourcesCommunications, Media and TechnologyTotal
(in millions)
Revenues
Geography:
North America$4,013 $4,181 $2,650 $1,737 $12,581 
United Kingdom463 157 371 344 1,335 
Continental Europe629 434 413 177 1,653 
Europe - Total1,092 591 784 521 2,988 
Rest of World516 80 262 225 1,083 
Total$5,621 $4,852 $3,696 $2,483 $16,652 
Service line:
Consulting and technology services$3,691 $2,786 $2,249 $1,456 $10,182 
Outsourcing services1,930 2,066 1,447 1,027 6,470 
Total$5,621 $4,852 $3,696 $2,483 $16,652 
Type of contract:
Time and materials$3,548 $1,950 $1,548 $1,515 $8,561 
Fixed-price1,736 1,777 1,741 871 6,125 
Transaction or volume-based337 1,125 407 97 1,966 
Total$5,621 $4,852 $3,696 $2,483 $16,652 

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Table of 2016 and $1 million was recorded inContents
Year Ended
December 31, 2019
Financial ServicesHealthcareProducts and ResourcesCommunications, Media and TechnologyTotal
(in millions)
Revenues
Geography:
North America$4,137 $4,147 $2,678 $1,764 $12,726 
United Kingdom484 130 380 319 1,313 
Continental Europe728 341 453 169 1,691 
Europe - Total1,212 471 833 488 3,004 
Rest of World520 77 259 197 1,053 
Total$5,869 $4,695 $3,770 $2,449 $16,783 
Service line:
Consulting and technology services$3,782 $2,564 $2,295 $1,305 $9,946 
Outsourcing services2,087 2,131 1,475 1,144 6,837 
Total$5,869 $4,695 $3,770 $2,449 $16,783 
Type of contract:
Time and materials$3,651 $1,845 $1,632 $1,528 $8,656 
Fixed-price1,922 1,635 1,730 803 6,090 
Transaction or volume-based296 1,215 408 118 2,037 
Total$5,869 $4,695 $3,770 $2,449 $16,783 

Year Ended
December 31, 2018
Financial ServicesHealthcareProducts and ResourcesCommunications, Media and TechnologyTotal
(in millions)
Revenues
Geography:
North America$4,162 $4,254 $2,397 $1,480 $12,293 
United Kingdom481 91 358 344 1,274 
Continental Europe666 270 440 187 1,563 
Europe - Total1,147 361 798 531 2,837 
Rest of World536 53 220 186 995 
Total$5,845 $4,668 $3,415 $2,197 $16,125 
Service line:
Consulting and technology services$3,571 $2,553 $2,024 $1,161 $9,309 
Outsourcing services2,274 2,115 1,391 1,036 6,816 
Total$5,845 $4,668 $3,415 $2,197 $16,125 
Type of contract:
Time and materials$3,762 $1,836 $1,506 $1,366 $8,470 
Fixed-price1,859 1,852 1,521 734 5,966 
Transaction or volume-based224 980 388 97 1,689 
Total$5,845 $4,668 $3,415 $2,197 $16,125 

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In the fourth quarter of 2016. These out-of-period corrections2020, we made an offer to settle and exit a large customer engagement in Financial Services in Continental Europe. The offer includes, among other terms, a proposed payment and the forgiveness of certain receivables. The 2020 impact of the Proposed Exit was a reduction ofrevenues of $118 million and additional expenses of $33 million, primarily related to the impairment of long-lived assets. While the amounts recorded are based on our best estimate of the expected terms of the exit, the negotiations are ongoing and, as such, we may not reach an agreement or the final terms of the agreement that is reached may materially differ from those contemplated in our accounting. In either instance, there could be additional impacts to our statement of operations, financial condition and our cash flows.
Costs to Fulfill
The following table presents information related to the capitalized costs to fulfill, such as setup or transition activities. Costs to fulfill are recorded in "Other noncurrent assets" in our consolidated statements of financial position and the amortization expense of costs to fulfill is included in "Cost of revenues" in our consolidated statement of operations. Costs to obtain contracts were immaterial for the period disclosed.
20202019
(in millions)
Beginning balance$485 $400 
Costs capitalized98 189 
Amortization expense(102)(79)
Impairment charge(14)(25)
Ending balance$467 $485 
Contract Balances

A contract asset is a right to consideration that is conditional upon factors other $2 millionthan the passage of time. Contract assets are presented in potentially improper"Other current assets" in our consolidated statements of financial position and primarily relate to unbilled amounts on fixed-price contracts utilizing the cost to cost method of revenue recognition. The table below shows significant movements in contract assets:
20202019
(in millions)
Beginning balance$334 $305 
Revenues recognized during the period but not billed289 313 
Amounts reclassified to trade accounts receivable(308)(284)
Ending balance$315 $334 
Our contract liabilities, or deferred revenue, consist of advance payments were not material to any previously issued financial statements. There were no adjustments recordedand billings in excess of revenues recognized. The table below shows significant movements in the deferred revenue balances (current and noncurrent):
20202019
(in millions)
Beginning balance$336 $348 
Amounts billed but not recognized as revenues368 319 
Revenues recognized related to the opening balance of deferred revenue(285)(261)
Other (1)
(70)
Ending balance$419 $336 

(1)    See the Business Combinations section in Note 1.
Revenues recognized during the year ended December 31, 2017.2020 for performance obligations satisfied or partially satisfied in previous periods were immaterial.
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Remaining Performance Obligations
Note 3 — Business CombinationsAs of December 31, 2020, the aggregate amount of transaction price allocated to remaining performance obligations, was $1,446 million, of which approximately 75% is expected to be recognized as revenues within 2 years. Disclosure is not required for performance obligations that meet any of the following criteria:

(1)contracts with a duration of one year or less as determined under the New Revenue Standard,
All acquisitions(2)contracts for which we recognize revenues based on the right to invoice for services performed,
(3)variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or
(4)variable consideration in the form of a sales-based or usage based royalty promised in exchange for a license of intellectual property.
Many of our performance obligations meet one or more of these exemptions and therefore are not included in the remaining performance obligation amount disclosed above.
Trade Accounts Receivable and Allowance for Doubtful Accounts
We calculate expected credit losses for our trade accounts receivable based on historical credit loss rates for each aging category as adjusted for the current market conditions and forecasts about future economic conditions. The following table presents the activity in the allowance for our trade accounts receivable:
20202019
(in millions)
Beginning balance$67 $78 
Impact of adoption of the Credit Loss Standard(1)— 
Provision for expected credit losses(11)
Write-offs charged against the allowance(17)
Ending balance$57 $67 


Note 3 — Business Combinations

Acquisitions completed during each of the three years ended December 31, 2017, 20162020, 2019 and 20152018 were not individually or in the aggregate material to our operations, financial position or cash flow.operations. Accordingly, pro forma results have not been presented. These acquisitions were included in our consolidated financial statements as of the date on which the businesses were acquired. We have allocated the purchase price related to these transactions to tangible and intangible assets and liabilities, including deductible and non-deductible goodwill, based on their estimated fair values.

2017

In 2017, we completed five business combinations for total consideration of approximately $233 million, inclusive of contingent consideration. These acquisitions included (a) an intelligent products and solutions company based in Japan specializing in digital strategy, product design and engineering, the internet of things, and enterprise mobility that expands our digital transformation portfolio and capabilities, (b) a U.S. healthcare management consulting firm that strengthens our consulting service offerings within the healthcare consulting market, (c) a leading national provider of business process services to the U.S. government healthcare market that further strengthens our business process-as-a-service solutions for government and public health programs, (d) a provider of digital experience and marketing solutions for some of the world's most recognized brands and an independent Adobe partner in Europe that will enhance our ability to deliver business critical digital experience solutions, and (e) an independent full-service digital agency in the UK specializing in customer experience, digital strategy, technology and content creation that will enhance and expand our digital interactive expertise in experience design, human science-driven insights and analytics.


2016

In 2016, we completed eight business combinations for total consideration of approximately $287 million. These transactions included (a) an acquisition of a global consulting and technology services company that strengthens and expands our digital capabilities to deliver cloud-based application services, (b) three acquisitions of delivery centers spanning several industries such as oil and gas services, steel and metal products, and banking and insurance to enhance our delivery capabilities across Europe along with multi-year service agreements, (c) an acquisition of tangible property, an assembled workforce and a multi-year service agreement which qualifies as a business combination under accounting guidance, (d) an acquisition of a global consulting company that offers digital innovation, strategy, design and technology services, (e) an acquisition of a digital marketing and customer experience agency that expands our digital business capabilities across Europe, and (f) an acquisition of an Australia-based consulting, business transformation and technology services provider in the insurance industry.

2015
We did not complete any significant business combinations in 2015.
Allocation of Purchase Price

The allocations of purchase price to the fair value of the aggregate assets acquired and liabilities assumed were as follows:

 2017 2016
 Fair Value Weighted Average Useful Life Fair Value Weighted Average Useful Life
 (in millions)   (in millions)  
Cash$8
   $17
  
Current assets47
   84
  
Property, plant and equipment and other noncurrent assets19
   53
  
Non-deductible goodwill125
   157
  
Customer relationship intangible assets147
 10.6 years 199
 6.6 years
Other intangible assets4
 2.4 years 1
 3.3 years
Current liabilities(50)   (173) 
Noncurrent liabilities(67)   (51)  
Purchase price$233
   $287
  

For acquisitions completed in 2017, the allocation is preliminary and will be finalized as soon as practicable within the measurement period, but in no event later than one year following the date of acquisition. The primary items that generated goodwill are the value of the acquired assembled workforces and synergies between the acquired companies and us, neither of which qualify as an amortizable intangible asset.


2020
Note 4 — Realignment Charges
In 2017,2020, we beganacquired 100% ownership of:
Code Zero, a realignmentprovider of consulting and implementation services acquired to strengthen our businesscloud solutions portfolio and Salesforce Configure-Price-Quote and billing capabilities (acquired on January 31, 2020);
Lev, a Salesforce Platinum Partner specializing in digital marketing consultancy and implementation of custom cloud solutions acquired to acceleratefurther expand our global Salesforce practice (acquired on March 27, 2020);
EI-Technologies, a digital technology consulting firm and leading Salesforce specialist acquired to expand our global Salesforce practice (acquired on May 29, 2020);
Collaborative Solutions, a provider of Workday enterprise cloud applications for finance and human resources acquired to strengthen our portfolio of cloud offerings (acquired on June 10, 2020);
New Signature, an independent Microsoft public cloud transformation company acquired to expand our hyperscale cloud advisory services and provide the shiftfoundation for our new, dedicated practice centered on Microsoft cloud solutions (acquired on August 18, 2020);
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the net assets of Tin Roof, a custom software and digital product development services company acquired to expand our software product engineering footprint in the United States (acquired on September 16, 2020);
10th Magnitude, a leading cloud specialist focused on the Microsoft Azure cloud computing platform acquired to expand our Microsoft Azure expertise (acquired on September 30, 2020);
the net assets of Bright Wolf, a technology service provider specializing in customer Industrial IoT solutions acquired to expand our smart products offering and expertise in architecting and implementing Industrial IoT solutions (acquired on November 2, 2020); and
Inawisdom, an Amazon Web Services consulting partner with expertise in AI, machine learning, and data analytics acquired to expand our client services in Europe and strengthen our end-to-end cloud-native AI and machine learning solutions portfolio (acquired on December 18, 2020).
The allocations of preliminary purchase price to the fair value of the aggregate assets acquired and liabilities assumed were as follows:
Collaborative SolutionsNew SignatureTin Roof10th MagnitudeOthersTotalWeighted Average Useful Life
(dollars in millions)
Cash$10 $13 $$$10 $35 
Trade accounts receivable38 13 10 21 89 
Property and equipment and other assets15 30 
Operating lease assets, net13 32 
Non-deductible goodwill44 292 90 66 492 
Deductible goodwill281 86 39 92 498 
Customer relationship intangible assets37 69 10 21 145 9.8 years
Other intangible assets11 5.4 years
Current liabilities(25)(20)(13)(15)(23)(96)
Noncurrent liabilities(5)(8)(2)(5)(15)(35)
Purchase price, inclusive of contingent consideration (1)
$400 $312 $153 $134 $202 $1,201 

(1)The purchase price for our acquisitions includes contingent consideration components with a collective maximum payout of $59 million, valued at $42 million at the date of acquisition, which is contingent upon achieving certain performance thresholds during the first two calendar years following the date of acquisition.
For the year ended December 31, 2020, revenues from acquisitions completed in 2020, since the dates of acquisition, were $222 million. For acquisitions completed in 2020, the allocation is preliminary and will be finalized as soon as practicable within the measurement period, but in no event later than one year following the date of acquisition.
2019
In 2019, we acquired 100% ownership of:
Mustache, a creative content agency based in the United States, acquired to extend our capabilities in creating original and branded content for digital, broadcast and social mediums (acquired on January 15, 2019);
Meritsoft, a financial software company based in Ireland, acquired to complement our service offerings to capital markets institutions (acquired on March 4, 2019);
Samlink, a developer of services and solutions while improvingfor the overallfinancial sector based in Finland, acquired to strengthen our banking capabilities and create a strategic partnership with three Finnish financial institutions to transform and operate a shared core banking platform (acquired on April 1, 2019);
Zenith, a life sciences company based in Ireland, acquired to extend our service capabilities for connected biopharmaceutical and medical device manufacturers (acquired on July 29, 2019); and
Contino, a technology consulting firm acquired to extend our capabilities in enterprise DevOps and cloud transformation (acquired on October 31, 2019).
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The allocations of purchase price to the fair value of the aggregate assets acquired and liabilities assumed were as follows:

ContinoMeritsoftZenithOthersTotalWeighted Average Useful Life
(dollars in millions)
Cash$$14 $$15 $45 
Current assets16 52 21 95 
Property and equipment and other noncurrent assets14 25 
Non-deductible goodwill198 147 76 21 442 
Customer relationship intangible assets29 46 73 19 167 10.7 years
Other intangible assets29 41 6.1 years
Current liabilities(11)(3)(35)(22)(71)
Noncurrent liabilities(10)(12)(17)(10)(49)
Purchase price, inclusive of contingent consideration$235 $228 $168 $64 $695 


Note 4 — Restructuring Charges
During 2020, we incurred costs related to both our realignment program and our 2020 Fit for Growth Plan. Our realignment program, which began in 2017, improved our client focus, our cost structure and the efficiency and effectiveness of our operations. During 2017, we incurred $72 milliondelivery while continuing to drive revenue growth. Our 2020 Fit for Growth Plan, which began in the fourth quarter of 2019, simplified our organizational model and optimized our cost structure in order to partially fund the investments required to execute on our strategy and advance our growth agenda and included our decision to exit certain content-related services that were not in line with our strategic vision for the Company. The total costs related to our realignment charges,program and our 2020 Fit for Growth Plan are reported in "Selling, general and administrative expenses""Restructuring charges" in our consolidated statements of operations. The realignmentWe do not allocate these charges to individual segments in internal management reports used by the chief operating decision maker. Accordingly, such expenses are comprised of severance costs, including thoseincluded in our segment reporting as “unallocated costs”. See Note 19.
Charges related to a voluntary separation program, or VSP, advisory fees related to non-routine shareholder matters and to the development of our realignment program and returnour 2020 Fit for Growth Plan were as follows:
 Years Ended December 31,
 202020192018
(in millions)
Realignment Program:
Employee separation costs$$64 $18 
Executive Transition Costs22 
Employee retention costs15 45 
Professional fees27 38 
2020 Fit for Growth Plan:
Employee separation costs127 45 
Employee retention costs
Facility exit costs and other charges (1)
41 
Total restructuring charges$215 $217 $19 

(1)Includes $7 million of capital programs and lease termination costs.
Realignment chargesaccelerated depreciation for the year ended December 31, 2017 were as follows:2020.
  (in millions)
Employee separations $53
Advisory fees 18
Lease termination costs 1
Total realignment costs $72
There were no realignmentThe 2020 Fit for Growth Plan charges include $23 million and $5 million of costs incurred in 20162020 and 2015.2019, respectively, related to our exit from certain content-related services.

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Changes in our accrued employee separation costs, for both our realignment program and our 2020 Fit for Growth Plan, included in "Accrued expenses and other current liabilities" in our consolidated statements of financial position, are presented in the table below.
20202019
(in millions)
Beginning balance$47 $
Employee separation costs accrued127 109 
Payments made157 62 
Ending balance$17 $47 


Note 5 — Investments
Our investments were as follows as of December 31:
20202019
(in millions)
Short-term investments:
Equity investment security$27 $26 
Held-to-maturity investment securities14 287 
Time deposits (1)

466 
Total short-term investments$44 $779 
 2017 2016
 (in millions)
Short-term investments:   
Trading investment securities$25
 $25
Available-for-sale investment securities1,972
 2,264
Held-to-maturity investment securities745
 40
Time deposits389
 806
Total short-term investments$3,131
 $3,135


Long-term investments:
Equity and cost method investments$35 $17 
Time deposits (1)
405 
Total long-term investments$440 $17 

Long-term investments:   
Equity and cost method investments$74
 $62
Held-to-maturity investment securities161
 
Total long-term investments$235
 $62
Trading(1)As of December 31, 2020, $405 million in restricted time deposits related to deposits under lien with the ITD were classified as long-term. As of December 31, 2019, $414 million in restricted time deposits were classified as short-term. See Note 11.

Equity Investment SecuritiesSecurity


Our tradingequity investment securities consist ofsecurity is a U.S. dollar denominated investment in a fixed income mutual fund. UnrealizedRealized and unrealized gains and losses recognized on our trading investment securities were $1 million in each ofimmaterial for the years ended December 31, 20172020 and 2016. There were no realized gains or losses on trading securities during the years ended December 31, 2017 and 2016. The value of the fixed income mutual fund invested in fixed income securities is based on the net asset value, or NAV, of the fund, with appropriate consideration of the liquidity and any restrictions on disposition of our investment in the fund.2019.


Available-for-Sale Investment Securities


Our available-for-sale investment securities consist of U.S. dollar denominated investments primarily in U.S. Treasury notes, U.S. government agency debt securities, municipal debt securities, non-U.S. government debt securities, U.S. and international corporate bonds, certificates of deposit, commercial paper, debt securities issued by supranational institutions, and asset-backed securities, including securities backed by auto loans, credit card receivables, and other receivables. Our investment guidelines are to purchase securities which are investment grade at the time of acquisition. We monitor the credit ratings of the securities in our portfolio on an ongoing basis.
The amortized cost, gross unrealized gains and losses and fair valueDuring 2019, all of our available-for-sale investment securities either matured or were as follows at December 31:
 2017
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 (in millions)
U.S. Treasury and agency debt securities$667
 $
 $(6) $661
Corporate and other debt securities439
 
 (2) 437
Certificates of deposit and commercial paper450
 
 
 450
Asset-backed securities297
 
 (2) 295
Municipal debt securities130
 
 (1) 129
Total available-for-sale investment securities$1,983
 $
 $(11) $1,972


 2016
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 (in millions)
U.S. Treasury and agency debt securities$605
 $
 $(3) $602
Corporate and other debt securities407
 
 (2) 405
Certificates of deposit and commercial paper910
 1
 
 911
Asset-backed securities232
 
 (1) 231
Municipal debt securities116
 
 (1) 115
Total available-for-sale investment securities$2,270
 $1
 $(7) $2,264
The fair value and related unrealized losses of our available-for-sale investment securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer were as follows as of December 31:
 2017
 Less than 12 Months 12 Months or More Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 (in millions)
U.S. Treasury and agency debt securities$519
 $(4) $124
 $(2) $643
 $(6)
Corporate and other debt securities297
 (1) 126
 (1) 423
 (2)
Certificates of deposit and commercial paper49
 
 
 
 49
 
Asset-backed securities193
 (1) 94
 (1) 287
 (2)
Municipal debt securities107
 (1) 18
 
 125
 (1)
Total$1,165
 $(7) $362
 $(4) $1,527
 $(11)

 2016
 Less than 12 Months 12 Months or More Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 (in millions)
U.S. Treasury and agency debt securities$526
 $(3) $
 $
 $526
 $(3)
Corporate and other debt securities342
 (2) 1
 
 343
 (2)
Certificates of deposit and commercial paper185
 
 
 
 185
 
Asset-backed securities206
 (1) 1
 
 207
 (1)
Municipal debt securities88
 (1) 1
 
 89
 (1)
Total$1,347
 $(7) $3
 $
 $1,350
 $(7)
The unrealized losses forsold. We determine the above securities as of December 31, 2017 and 2016 are primarily attributable to changes in interest rates. At each reporting date, the Company performs an evaluation of impaired available-for-sale securities to determine if the unrealized losses are other-than-temporary. As of December 31, 2017, we do not consider anycost of the investments to be other-than-temporarily impaired. The gross unrealized gains and losses insecurities sold based on the above tables were recorded, net of tax, in "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position.

The contractual maturities of our fixed income available-for-sale investment securities as of December 31, 2017 are set forth in the following table:
 
Amortized
Cost
 
Fair
Value
 (in millions)
Due within one year$590
 $590
Due after one year up to two years454
 450
Due after two years up to three years556
 551
Due after three years86
 86
Asset-backed securities297
 295
Total available-for-sale investment securities$1,983
 $1,972
Asset-backed securities were excluded from the maturity categories because the actual maturities may differ from the contractual maturities since the underlying receivables may be prepaid without penalties. Further, actual maturities of debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty.
specific identification method. Proceeds from sales of available-for-sale investment securities and the gross gains and losses that have been included in earnings as a result of those sales were as follows:
202020192018
(in millions)
Proceeds from sales of available-for-sale investment securities$$1,712 $1,285 
Gross gains$$$
Gross losses(5)(4)
Net realized gains (losses) on sales of available-for-sale investment securities$$$(4)

F-22

  2017 2016 2015
  (in millions)
Proceeds from sales of available-for-sale investment securities $2,922
 $3,541
 $782
       
Gross gains $1
 $5
 $1
Gross losses (3) (4) 
Net realized (losses) gains on sales of available-for-sale investment securities $(2) $1
 $1
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Held-to-Maturity Investment Securities

Our held-to-maturity investment securities consist of Indian rupee denominated investments primarily in commercial paper and international corporate bonds and government debt securities.bonds. Our investment guidelines are to purchase securities that are investment grade at the time of acquisition. We monitorThe basis for the credit ratingsmeasurement of fair value of our held-to-maturity investments is Level 2 in the securities in our portfolio on an ongoing basis.

fair value hierarchy.
The amortized cost gross unrealized gains and losses and fair value of held-to-maturity investment securities were as follows atas of December 31:

20202019
 Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
(in millions)
Short-term investments, due within one year:
Corporate and other debt securities$14 $14 $101 $101 
Commercial paper186 186 
Total short-term held-to-maturity investments$14 $14 $287 $287 
 2017
 Amortized
Cost
 Unrealized
Gains
 Unrealized
Losses
 Fair
Value
 (in millions)
Short-term investments:       
Corporate and other debt securities$346
 $
 $(1) $345
Commercial paper399
 
 (2) 397
Total short-term held-to-maturity investments745
 
 (3) 742
Long-term investments:       
Corporate and other debt securities161
 
 (1) 160
Total held-to-maturity investment securities$906
 $
 $(4) $902

 2016
 Amortized
Cost
 Unrealized
Gains
 Unrealized
Losses
 Fair
Value
 (in millions)
Short-term investments:       
Certificates of deposit and commercial paper$40
 $
 $
 $40

There were no long-term held-to-maturity investment securities at December 31, 2016.

The fair value and related unrealized losses of held-to-maturity investment securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer were as follows as of December 31, 2017:
 Less than 12 Months 12 Months or More Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 (in millions)
Corporate and other debt securities$473
 $(2) $
 $
 $473
 $(2)
Commercial paper394
 (2) 
 
 394
 (2)
Total$867
 $(4) $
 $
 $867
 $(4)

As of December 31, 2016,2020, there were no material0 held-to-maturity investment securities in an unrealized loss position. At each reporting date, the Company performs an evaluation of held-to-maturity securities to determine if the unrealized losses are other-than-temporary. We do not consider any of the investments to be other-than-temporarily impaired asAs of December 31, 2017.2019, $70 million in commercial paper and $42 million in corporate and other debt securities were in an unrealized loss position, the total unrealized loss was less than $1 million and NaN of the securities had been in an unrealized loss position for longer than 12 months.
The contractual maturities ofsecurities in our fixed income held-to-maturity investment securities asportfolio are highly rated and short-term in nature. As of December 31, 2017 are set forth in the following table:2020, our corporate and other debt securities were rated AAA by CRISIL, an Indian subsidiary of S&P Global.
 
Amortized
Cost
 
Fair
Value
 (in millions)
Due within one year$745
 $742
Due after one year up to two years155
 154
Due after two years6
 6
Total held-to-maturity investment securities$906
 $902

During the years ended December 31, 2017 and 2016, there were no transfers of investments between our trading, available-for-sale and held-to-maturity investment portfolios.


Equity and Cost Method Investments
As of December 31, 20172020 and 2016,2019, we had equity method investments of $67$31 million and $57$9 million, respectively,respectively. During 2020, we acquired a $26 million equity method investment in the technology sector. In addition, we have an equity method investment which primarily consistconsists of a 49% ownership interest in a strategic consulting firm specializing in the use of human sciences to help business leaders better understand customer behavior. During 2019, as a result of events indicating one of our investments experienced an other-than-temporary impairment, we assessed its fair value and determined that the carrying value exceeded the fair value. As such, we recorded an impairment charge of $57 million in the fourth quarter of 2019 within the caption "Income (loss) from equity method investments" in our consolidated statement of operations. In determining the fair value of the equity method investment we considered results from the following valuation methodologies: income approach, based on discounted future cash flows, market approach, based on current market multiples and net asset value approach, based on the assets and liabilities of the investee. The basis for the measurement of fair value for this equity method investment is Level 3 in the fair value hierarchy.
As of December 31, 20172020 and 2016,2019, we had cost method investments of $7$4 million and $5$8 million, respectively.

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Note 6 — Property and Equipment, net
Property and equipment were as follows as of December 31:
Estimated Useful Life20202019
(in years)(in millions)
Buildings30$783 $790 
Computer equipment3 – 5636 516 
Computer software3 – 8840 820 
Furniture and equipment5 – 9761 702 
Land11 
Capital work-in-progress122 133 
Leasehold improvementsShorter of the lease term or
the life of the asset
424 379 
Sub-total3,573 3,351 
Accumulated depreciation and amortization(2,322)(2,042)
Property and equipment, net$1,251 $1,309 
  Estimated Useful Life (Years) 2017 2016
    (in millions)
Buildings 30 $836
 $823
Computer equipment 3 – 5 364
 379
Computer software 3 – 8 594
 470
Furniture and equipment 5 – 9 511
 431
Land   19
 23
Leasehold land lease term 63
 63
Capital work-in-progress   145
 169
Leasehold improvements 
Shorter of the lease term or
the life of the leased asset
 308
 266
Sub-total   2,840
 2,624
Accumulated depreciation and amortization   (1,516) (1,313)
Property and equipment, net   $1,324
 $1,311


Depreciation and amortization expense related to property and equipment was $313$407 million, $266$363 million and $233$347 million for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively.

The gross amount of property and equipment recorded under capitalfinance leases was $44$37 million and $37$30 million at as of December 31, 20172020 and 2016, respectively, and primarily related to buildings.2019, respectively. Accumulated amortization for our ROU finance lease assets was $23 million and amortization$14 million as of December 31, 2020 and 2019, respectively. Amortization expense related to our ROU finance lease assets was $7 million and $11 million for the year ended December 31, 2020 and 2019, respectively. Amortization expense related to our capital lease assets werewas immaterial for the periods presented. Amortization expense of leasehold land is immaterial for the periods presented and is included in depreciation and amortization expense in our accompanying consolidated statements of operations.year ended December 31, 2018.


The gross amount of property and equipment recorded for software to be sold, leased or marketed net of accumulated amortizationreported in the caption "Computer software" above was $40$159 million and $33$129 million as of December 31, 20172020 and 2016,2019, respectively. Amortization expense of property and equipment recordedAccumulated amortization for software to be sold, leased or marketed was $73 million and $46 million as of December 31, 2020 and 2019, respectively. Amortization expense for software to be sold, leased or marketed recorded as property and equipment was $30 million, $22 million and $14 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Note 7 — Leases

The following table provides information on the components of our operating and finance leases included in our consolidated statement of financial position as of December 31:
LeasesLocation on Statement of Financial Position20202019
Assets(in millions)
ROU operating lease assetsOperating lease assets, net$1,013 $926 
ROU finance lease assetsProperty and equipment, net14 16 
Total$1,027 942 
Liabilities
Current
Operating leaseOperating lease liabilities$211 202 
Finance leaseAccrued expenses and other current liabilities11 11 
Noncurrent
Operating leaseOperating lease liabilities, noncurrent846 745 
Finance leaseOther noncurrent liabilities11 15 
Total$1,079 $973 
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For the years ended December 31, 2020 and 2019, our operating lease costs were $302 million and $264 million, respectively, including variable lease costs of $14 million and $18 million, respectively. Our short-term lease rental expense was $20 million and $16 million for the years ended December 31, 2020 and 2019, respectively. Lease interest expense related to our finance leases for years ended December 31, 2020 and 2019 was immaterial.
The following table provides information on the weighted average remaining lease term and weighted average discount rate for our operating leases as of December 31:
Operating Lease Term and Discount Rate20202019
Weighted average remaining lease term6.2 years6.0 years
Weighted average discount rate5.7 %6.0 %
The following table provides supplemental cash flow information related to our operating leases as of December 31:
20202019
(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities$271 $232 
ROU assets obtained in exchange for operating lease liabilities273 274 
Cash paid for amounts included in the measurement of finance lease liabilities and ROU assets obtained in exchange for finance lease liabilities were each immaterial for the periods presented.years ended December 31, 2020 and 2019.

Note 7The following table provides the schedule of maturities of our operating lease liabilities and a reconciliation of the undiscounted cash flows to the operating lease liabilities recognized in the statement of financial position as of December 31:
2020
(in millions)
2021$260 
2022218 
2023180 
2024143 
2025121 
Thereafter349 
Total lease payments1,271 
Interest(214)
Total lease liabilities$1,057 
As of December 31, 2020, we had $92 million of additional obligations related to operating leases whose lease term had yet to commence and which are therefore not included in our statement of financial position. These leases are primarily related to real estate and will commence in various months in 2021 and 2022 with lease terms of 1 year to 11 years.

Note 8 — Goodwill and Intangible Assets, net
Changes in goodwill by our reportable segments were as follows for the years ended December 31, 20172020 and 2016:2019:
SegmentJanuary 1, 2020Goodwill Additions and AdjustmentsForeign Currency Translation AdjustmentsDecember 31, 2020
(in millions)
Financial Services$700 $204 $28 $932 
Healthcare2,595 149 11 2,755 
Products and Resources417 346 17 780 
Communications, Media and Technology267 289 564 
Total goodwill$3,979 $988 $64 $5,031 

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Segment January 1, 2017 Goodwill Additions and Adjustments Foreign Currency Translation Adjustments December 31, 2017SegmentJanuary 1, 2019Goodwill Additions and AdjustmentsForeign Currency Translation Adjustments
Other(1)
December 31, 2019
 (in millions)(in millions)
Financial Services $227
 $27
 $11
 $265
Financial Services$411 $288 $(2)$$700 
Healthcare 2,089
 13
 4
 2,106
Healthcare2,469 86 40 2,595 
Products and Resources (1)
 159
 72
 9
 240
Communications, Media and Technology (2)
 79
 11
 3
 93
Products and ResourcesProducts and Resources384 18 14 417 
Communications, Media and TechnologyCommunications, Media and Technology217 49 267 
Total goodwill $2,554
 $123
 $27
 $2,704
Total goodwill$3,481 $441 $$57 $3,979 


Segment January 1, 2016 Goodwill Additions and Adjustments Foreign Currency Translation Adjustments December 31, 2016
  (in millions)
Financial Services $203
 $28
 $(4) $227
Healthcare 2,076
 14
 (1) 2,089
Products and Resources (1)
 67
 94
 (2) 159
Communications, Media and Technology (2)
 59
 21
 (1) 79
Total goodwill $2,405
 $157
 $(8) $2,554
_____________
(1)Products and Resources was previously referred to as Manufacturing/Retail/Logistics.
(2)Communications, Media and Technology was previously referred to as Other.
(1)    See the Business Combinations section in Note 1.
Beginning with the first quarter of 2020, COVID-19 negatively affected all major economic and financial markets and, although there is a wide range of possible outcomes and the associated impact is highly dependent on variables that are difficult to forecast, we deemed the deterioration in general economic conditions sufficient to trigger an interim impairment testing of goodwill as of March 31, 2020. Our interim test results as of March 31, 2020 indicated that the fair values of all of our reporting units exceeded their carrying values and thus, no impairment of goodwill existed as of March 31, 2020. Based on our most recent goodwill impairment assessment performed as of October 31, 2020, we concluded that the goodwill in each of our reporting units was not at risk of impairment. We have not recognized any impairment losses on our goodwill balances to-date.goodwill.
Components of intangible assets were as follows as of December 31:
 20202019
 Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
(in millions)
Customer relationships$1,333 $(490)$843 $1,181 $(390)$791 
Developed technology388 (286)102 388 (239)149 
Indefinite lived trademarks72 — 72 72 — 72 
Finite lived trademarks and other80 (51)29 71 (42)29 
Total intangible assets$1,873 $(827)$1,046 $1,712 $(671)$1,041 
  2017
  
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
  (in millions)
Customer relationships $1,005
 $(304) $701
Developed technology 333
 (140) 193
Indefinite life trademarks 63
 
 63
Other 51
 (27) 24
Total intangible assets $1,452
 $(471) $981
       
  2016
  
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
  (in millions)
Customer relationships $845
 $(219) $626
Developed technology 332
 (96) 236
Indefinite life trademarks 63
 
 63
Other 48
 (22) 26
Total intangible assets $1,288
 $(337) $951


Other than certain trademarks with indefinite lives, our intangible assets have finite lives and, as such, are subject to amortization. Amortization of intangible assets totaled $130$152 million for 2017, $1132020, $162 million for 20162019 and $97$151 million for 2015. Of these amounts, during 2017, 2016 and 2015,2018.
The following table provides the estimated amortization of $35 million, $20 million and $5 million, respectively, relating to customer relationship intangible assets attributable to direct revenue contracts with sellers of acquired businesses was recorded as a reduction of revenues.
Estimated amortizationexpense related to our existing intangible assets for the next five years is as follows:years.
Estimated Amortization
(in millions)
2021$159 
2022150 
2023107 
2024102 
202599 


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Table of Contents
   
Year Amount
  (in millions)
2018 $134
2019 131
2020 123
2021 120
2022 105


Note 8
Note 9 — Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities were as follows as of December 31:
20202019
(in millions)
Compensation and benefits$1,607 $1,239 
Customer volume and other incentives266 251 
Derivative financial instruments
Income taxes34 152 
Professional fees143 137 
Travel and entertainment24 
Other461 380 
Total accrued expenses and other current liabilities$2,519 $2,191 


 2017 2016
 (in millions)
Compensation and benefits$1,272
 $1,134
Income taxes48
 10
Professional fees100
 99
Travel and entertainment32
 36
Customer volume and other incentives289
 258
Derivative financial instruments5
 4
Other325
 315
Total accrued expenses and other current liabilities$2,071
 $1,856
Note 10 — Debt

Note 9 — Debt

In 2014,2018, we entered into a credit agreement with a commercial bank syndicate, or, as amended, the Credit Agreement providing for a $1,000 million unsecured term loan and a $750 million unsecured revolving credit facility. All notes drawn to date under theTerm Loan and a $1,750 million unsecured revolving credit facility, have been less than 90 days in duration. The term loan and the revolving credit facility bothwhich are due to mature in November 2019.2023. We are required under the Credit Agreement to make scheduled quarterly principal payments on the term loan. We were in compliance with all debt covenants and representations as of December 31, 2017.

Term Loan.
The Credit Agreement requires interest to be paid, at our option, at either the base rateABR or the Eurocurrency rate,Rate (each as defined in the Credit Agreement), plus, a margin. The margin overin each case, an Applicable Margin (as defined in the base rateCredit Agreement). Initially, the Applicable Margin is 0.00%,0.875% with respect to Eurocurrency Rate loans and 0.00% with respect to ABR loans. Subsequently, the margin over theApplicable Margin with respect to Eurocurrency rate rangesRate loans may range from 0.75% to 1.125%, depending on our public debt ratings (or, if we have not received public debt ratings, from 0.875% to 1.00%1.125%, depending on our debtLeverage Ratio, which is the ratio of indebtedness for borrowed money to total stockholders' equity ratio)Consolidated EBITDA, as defined in the Credit Agreement). Our Credit Agreement also provides a mechanism for determining an alternative rate of interest to the Eurocurrency rate after LIBOR is no longer available. Under the Credit Agreement, we are required to pay commitment fees on the unused portion of the revolving credit facility, which vary based on our public debt ratings (or, if we have not received public debt ratings, our debt to total stockholders' equity ratio). At December 31, 2017, the interest rate on the term loan was 2.4%Leverage Ratio). As the interest rates on our term loanTerm Loan and any notes outstanding under the revolving creditscredit facility are variable, the fair value of our debt balances approximates their carrying value as of December 31, 20172020 and 2016.

2019.
The Credit Agreement contains certaincustomary affirmative and negative covenants including limitations on liens, mergers, consolidations and acquisitions, subsidiary indebtedness and affiliate transactions, as well as certain affirmative covenants. In addition,a financial covenant. The financial covenant is tested at the Credit Agreementend of each fiscal quarter and requires us to maintain a debtLeverage Ratio, which is the ratio of indebtedness for borrowed money to total stockholders' equity ratioConsolidated EBITDA, as defined in the Credit Agreement, not in excess of 0.403.50 to 1.00, or for a period of up to four quarters following certain material acquisitions, 3.75 to 1.00. We were in compliance with all debt covenants and representations of the Credit Agreement as of December 31, 2020.

In February 2020, our India subsidiary renewed its 13 billion Indian rupee ($178 million at the December 31, 2020 exchange rate) working capital facility, which requires us to repay any balances within 90 days from the date of disbursement. There is a 1.0% prepayment penalty applicable to payments made within 30 days of disbursement. This working capital facility contains affirmative and negative covenants and may be renewed annually in February. As of December 31, 2020, we have not borrowed funds under this facility.
Short-term Debt
The following summarizes our short-term debt balances as of December 31:
20202019
AmountWeighted Average Interest RateAmountWeighted Average Interest Rate
(in millions)(in millions)
Term Loan - current maturities$38 1.0 %$38 2.6 %
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  2017 2016
  AmountWeighted Average Interest Rate AmountWeighted Average Interest Rate
  (in millions)  (in millions) 
Notes outstanding under revolving credit facility $75
4.5% $
%
Term loan - current maturities 100
2.4% 81
1.8%
Total short-term debt $175
  $81
 
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Long-term Debt
The following summarizes our long-term debt balances as of December 31:
20202019
 2017 2016(in millions)
 (in millions)
Term loan, due November 2019 $800
 $881
Term LoanTerm Loan$703 $741 
Less:    Less:
Current maturities (100) (81)Current maturities(38)(38)
Deferred financing costs (2) (3)Deferred financing costs(2)(3)
Long-term debt, net of current maturities $698
 $797
Long-term debt, net of current maturities$663 $700 
The following represents the schedule of maturities of our long-term debt:term loan:
YearAmounts
(in millions)
2021$38 
202238 
2023627 
$703 


Year Amounts
  (in millions)
2018 $100
2019 700
  $800
Note 11 — Income Taxes
Note 10 — Income Taxes
Income before provision for income taxes shown below is based on the geographic location to which such income iswas attributed for years ended December 31:
 2017 2016 2015202020192018
 (in millions)(in millions)
United States $810
 $752
 $739
United States$814 $931 $947 
Foreign 1,845
 1,605
 1,425
Foreign1,282 1,612 1,850 
Income before provision for income taxes $2,655
 $2,357
 $2,164
Income before provision for income taxes$2,096 $2,543 $2,797 
The provision for income taxes consistsconsisted of the following components for the years ended December 31:
202020192018
(in millions)
Current:
Federal and state$137 $549 $241 
Foreign383 400 449 
Total current provision520 949 690 
Deferred:
Federal and state(77)(320)
Foreign261 14 
Total deferred provision (benefit)184 (306)
Total provision for income taxes$704 $643 $698 
  2017 2016 2015
  (in millions)
Current:      
Federal and state $767
 $544
 $352
Foreign 262
 352
 314
Total current provision 1,029
 896
 666
Deferred:      
Federal and state 102
 (44) (58)
Foreign 22
 (47) (68)
Total deferred provision (benefit) 124
 (91) (126)
Total provision for income taxes $1,153
 $805
 $540
On December 22, 2017,In March 2020, the United StatesIndian parliament enacted the Tax Reform Act,Budget of India, which significantly revisedcontained a number of provisions related to income tax, including a replacement of the DDT, previously due from the dividend payer, with a tax payable by the shareholder receiving the dividend. This provision reduced the tax rate applicable to us for cash repatriated from India. Following this change, during the first quarter of 2020, we limited our indefinite reinvestment assertion to India earnings accumulated in prior years. In July 2020, the U.S. corporate incomeTreasury Department and the IRS released final regulations on Global Intangible Low-Taxed Income ("GILTI"), which became effective in September 2020, that reduced the tax law for tax years beginning after December 31, 2017 by (among other provisions):
reducingapplicable on our accumulated Indian earnings upon repatriation. As a result, during the U.S. federal statutory corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017;
implementing a modified territorial tax system that includes a one-time transition tax on all accumulated undistributed earnings of foreign subsidiaries; and
providing for a full deduction on future dividends received from foreign affiliates.

During the fourththird quarter of 2017, in accordance with the SEC Staff Accounting Bulletin No. 118 - Income Tax Accounting Implications2020, after a thorough analysis of the Tax Cutsimpact of these changes in law on the cost of earnings repatriation and Jobs Act,considering our strategic decision to increase our investments to accelerate growth in various international markets and expand our global delivery footprint, we reversed our indefinite reinvestment assertion on Indian earnings accumulated in prior years and recorded a one-time provisional net$140 million Tax on Accumulated Indian Earnings. The recorded income tax expense of $617 million, which is comprised of: (i)reflects the one-time transition tax expense on accumulated undistributed earnings of foreign subsidiaries of $635 million, (ii) foreign and U.S. state income tax expense that will be applicable upon repatriation of the accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, of $53 million, partially offset by (iii) an income tax benefit of $71 million resulting from the revaluation of U.S. net deferred income tax liabilities to the new lower U.S. income tax rate. The transitionIndia withholding tax on undistributedunrepatriated Indian earnings, is payable over the next eight years, of which $51 million is payable within one year. The one-time incremental income tax expense is provisional as it reflects certain assumptions based upon our interpretation of the Tax Reform Actwere $5.2 billion as of January 18, 2018 and may change, possibly materially, as we receive additional clarification and guidance and asDecember 31, 2019, net of applicable U.S. foreign tax credits. On October 28, 2020, our subsidiary in India remitted a dividend
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of $2.1 billion, which resulted in a net payment of $2.0 billion to its shareholders (non-Indian Cognizant entities), after payment of $106 million of India withholding tax.
We are involved in an ongoing dispute with the interpretation of the Tax Reform Act evolves over time. We anticipate completing the accounting for the Tax Reform Act within the measurement period.

ITD in connection with a previously disclosed 2016 share repurchase transaction undertaken by CTS India to repurchase shares from its shareholders (non-Indian Cognizant entities) valued at $2.8 billion. As a result of the enactment of the Tax Reform Act, our historical and future foreign earnings are no longer subject to U.S. federal income taxes upon repatriation, beyond the one-time transition tax. We therefore reevaluated our assertion that our foreign earnings would be indefinitely reinvested and concluded that our Indian earnings will continue to be indefinitely reinvested while historical accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, are available for repatriation to the United States. Our assertion that our earnings in India continue to be indefinitely reinvested is consistent with our ongoing strategy to expand our Indian operations, including through infrastructure investments. As of December 31, 2017, the amount of unrepatriated Indian earnings is estimated at approximately $4,082 million. If such Indian earnings are repatriated in the future, or are no longer deemed to be indefinitely reinvested, then we would expect to accrue additional tax expense at a rate of approximately 21% of actual cash distributions to the United States, based on our current interpretation of India tax law. This estimate is subject to change based on tax legislation developments in India and other jurisdictions as well as judicial and interpretive developments of applicable tax laws.

In May 2016, India enacted the Finance Bill 2016 that, among other things, expanded the applicability of India’s buyback distribution tax to certain share buyback transactions occurring after June 1, 2016. In mid-May, prior to the June 1, 2016 effective date of the enactment, our principal operating subsidiary in India repurchased shares from its shareholders,transaction, which are non-Indian Cognizant entities, valued at $2.8 billion. This transaction, or the India Cash Remittance, was undertaken pursuant to a plan approved by the High Court of Madras and simplifiedin Chennai, India, we previously paid $135 million in Indian income taxes - an amount we believe includes all the shareholding structureapplicable taxes owed for this transaction under Indian law. In March 2018, we received a communication from the ITD asserting that the ITD is owed an additional 33 billion Indian rupees ($452 million at the December 31, 2020 exchange rate) on the 2016 transaction. Immediately thereafter, the ITD placed an attachment on certain of our principal operating subsidiary in India. PursuantIndia bank accounts. In addition to the dispute on the 2016 transaction, our principal Indian operating subsidiary repurchased approximately $1.2 billion ofwe are also involved in another ongoing dispute with the total $2.8 billion ofITD relating to a 2013 transaction undertaken by CTS India to repurchase shares from its U.S. shareholders resulting in incrementalvalued at $523 million (the two disputes collectively referred to as the "ITD Dispute").
In April 2018, the High Court admitted our writ petition for a stay of the actions of the ITD and lifted the ITD’s attachment on our bank accounts. As part of the interim stay order, we deposited 5 billion Indian rupees ($68 million at the December 31, 2020 exchange rate and $70 million at the December 31, 2019 exchange rate) representing 15% of the disputed tax expense, while the remaining $1.6 billion was repurchased from its shareholder outside the United States. Net of taxes, the transaction resulted in a remittance of cashamount related to the United States2016 transaction, with the ITD. In addition, the Court also placed a lien on certain time deposits of CTS India in the amount of $1.0 billion. As28 billion Indian rupees ($384 million at the December 31, 2020 exchange rate and $393 million at the December 31, 2019 exchange rate), which is the remainder of the disputed tax amount related to the 2016 transaction. In June 2019, the High Court dismissed our previously admitted writ petitions on the ITD Dispute, holding that the Company must exhaust other remedies, such as pursuing the matter before other appellate bodies, for resolution of the ITD Dispute prior to intervention by the High Court. The High Court did not issue a ruling on the substantive issue of whether we owe additional tax as a result of either the 2016 or the 2013 transaction. In July 2019, we appealed the High Court’s orders before the Division Bench. In September 2019, the Division Bench partly allowed the Company’s appeal with respect to the 2016 transaction, but did not issue a ruling on the substantive issue of the tax implications of the transactions. In October 2019, we filed a SLP before the SCI with respect to the 2016 transaction.
In March 2020, the SCI referred the case based on the 2016 transaction back to the ITD with directions to carry out the assessment following the due process of law. Further, until the conclusion of the assessment, the SCI maintained in place the lien on our 28 billion Indian rupees time deposit and did not order the release of the 5 billion Indian rupees deposit held by the ITD. In April 2020, we received an assessment from the ITD, which is consistent with its previous assertions regarding our 2016 transaction. In June 2020, we filed an appeal against this transaction,assessment. The ruling of the SCI and the ITD's assessment created additional uncertainty as to the timing of the resolution of this case and, as a result, in the first quarter of 2020 we incurred an incrementalreclassified the deposits under lien, which are considered restricted assets, and the deposit with the ITD to noncurrent assets. As of December 31, 2020 and 2019, the balance of deposits under lien was $405 million presented in "Long-term investments" and $414 million presented in "Short-term investments", respectively, including a portion of the interest previously earned. As of December 31, 2020 and 2019, the deposit with the ITD was $68 million presented in "Other noncurrent assets" and $70 million presented in "Other current assets", respectively.
We believe we have paid all applicable taxes owed on both the 2016 income tax expenseand the 2013 transactions. Accordingly, we have not recorded any reserves for these matters as of $238 million.December 31, 2020.
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The reconciliation between our effective income tax rate and the U.S. federal statutory rate were as follows for the years ended December 31:
 
 2017 % 2016 % 2015 %2020%2019%2018%
 (Dollars in millions)(Dollars in millions)
Tax expense, at U.S. federal statutory rate $929
 35.0
 $825
 35.0
 $757
 35.0
Tax expense, at U.S. federal statutory rate$440 21.0 $534 21.0 $587 21.0 
State and local income taxes, net of federal benefit 39
 1.5
 42
 1.8
 42
 2.0
State and local income taxes, net of federal benefit52 2.5 59 2.3 56 2.0 
Non-taxable income for Indian tax purposes (216) (8.2) (203) (8.6) (201) (9.3)Non-taxable income for Indian tax purposes(48)(2.3)(90)(3.5)(146)(5.2)
Rate differential on foreign earnings (76) (2.9) (55) (2.3) (34) (1.6)Rate differential on foreign earnings178 8.5 145 5.7 206 7.4 
Net impact related to the Tax Reform Act 617
 23.2
 
 
 
 
India Cash Remittance 
 
 238
 10.1
 
 
Net impact related to the implementation of the Tax Reform ActNet impact related to the implementation of the Tax Reform Act(5)(0.2)
Net impact related to the India Tax LawNet impact related to the India Tax Law21 0.8 
Recognition of previously unrecognized income tax benefits related to uncertain tax positions (73) (2.7) (16) (0.7) (23) (1.1)Recognition of previously unrecognized income tax benefits related to uncertain tax positions(12)(0.4)
Credits and other incentives (37) (1.4) (57) (2.4) (23) (1.0)Credits and other incentives(51)(2.4)(57)(2.2)(19)(0.7)
Reversal of indefinite reinvestment assertionReversal of indefinite reinvestment assertion140 6.6 
Other (30) (1.1) 31
 1.3
 22
 1.0
Other(7)(0.3)31 1.2 31 1.1 
Total provision for income taxes $1,153
 43.4
 $805
 34.2
 $540
 25.0
Total provision for income taxes$704 33.6 $643 25.3 $698 25.0 
The significant components of deferred income tax assets and liabilities recorded on the consolidated statements of financial position were as follows as of December 31: 
  2017 2016
  (in millions)
Deferred income tax assets:    
Net operating losses $15
 $14
Revenue recognition 55
 69
Compensation and benefits 125
 165
Stock-based compensation 14
 25
Minimum alternative tax (MAT) and other credits 369
 274
Other accrued expenses 22
 161
  600
 708
Less: valuation allowance (10) (10)
Deferred income tax assets, net 590
 698
Deferred income tax liabilities:    
Depreciation and amortization 209
 266
Deferred costs 65
 
Other 44
 13
Deferred income tax liabilities 318
 279
Net deferred income tax assets $272
 $419
In the table above, certain unrecognized income tax benefits have been netted against available same-jurisdiction deferred income tax carryforward assets.
20202019
(in millions)
Deferred income tax assets:
Net operating losses$36 $27 
Revenue recognition41 39 
Compensation and benefits259 171 
MAT and credit carryforwards109 307 
Expenses not currently deductible147 352 
592 896 
Less: valuation allowance(29)(24)
Deferred income tax assets, net563 872 
Deferred income tax liabilities:
Depreciation and amortization198 187 
Deferred costs105 110 
Other21 25 
Deferred income tax liabilities324 322 
Net deferred income tax assets$239 $550 
At December 31, 2017,2020, we had foreign and U.S. net operating loss carryforwards of approximately $38$55 million and $12$98 million, respectively. We have recorded valuation allowances on certain foreign net operating loss carryforwards. As of December 31, 20172020 and 2016,2019, deferred income tax assets related to the minimum alternative tax, or MAT carryforwards were approximately $278$98 million and $286$176 million, respectively. The calculation of the MAT includes all profits realized by our Indian subsidiaries and any MAT paid is creditable against future corporate income tax, subject to certain limitations. Our existing MAT assets expire between March 2023 and March 2032 and we expect to fully utilize them within the applicable expiration periods, which was extended to 15 years from 10 years by the 2017 Union Budget of India.
Our Indian subsidiaries collectively referred to as Cognizant India, are primarily export-oriented and are eligible for certain income tax holiday benefits granted by the government of India for export activities conducted within Special Economic Zones, or SEZs for periods of up to 15 years. Our SEZ income tax holiday benefits are currently scheduled to expire in whole or in part duringthrough the years 2018 to 2026year 2028 and may be extended on a limited basis for an additional five years per unit if certain reinvestment criteria are met. Our Indian profits ineligible for SEZ benefits are subject to corporate income tax at the rate of 34.6%34.94%. In addition, all Indian profits, including those generated within SEZs, are subject to the MAT, at theMAT. The current rate of 21.3%MAT is 17.47%. For the years ended December 31, 2017, 20162020, 2019 and 2015,2018, the effect of the income tax holidays granted by the Indian government was to reduce the overall income tax provision and increase net
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income by approximately $217$48 million, $203$90 million and $201$146 million, respectively, and increase diluted EPS by $0.36, $0.33$0.09, $0.16 and $0.33,$0.25, respectively. Any MAT paid is creditable against future
In December 2019, the Government of India enacted the India Tax Law effective retroactively to April 1, 2019 that enables Indian corporatecompanies to elect to be taxed at a lower income tax subjectrate of 25.17%, as compared to limitations.the current income tax rate of 34.94%. Once a company elects into the lower income tax rate, a company may not benefit from any tax holidays associated with SEZs and certain other tax incentives, including MAT carryforwards, and may not reverse its election. Our current intent is to elect into the new tax regime once our MAT carryforwards are fully or substantially utilized. While our existing MAT carryforwards expire between March 2027 and March 2032, we expect to fully or substantially utilize our existing MAT carryforwards in or after the India financial year starting April 1, 2022. Our intent is based on a number of assumptions and financial projections. An election into the new tax law regime prior to utilization of our MAT carryforwards would result in a write-off of any remaining deferred income tax assets relating to the MAT carryforwards. As a result of the enactment of the India Tax Law, we recorded a one-time net income tax expense of $21 million in 2019, due to the revaluation to the lower income tax rate of our India net deferred income tax assets that are expected to reverse after we expect to elect into the new tax regime.
We conduct business globally and file income tax returns in the United States, including federal and state, as well as various foreign jurisdictions. Tax years that remain subject to examination by the Internal Revenue ServiceIRS are 2012 and onward, and years that remain subject to examination by state authorities vary by state. Years under examination by foreign tax authorities are 2001 and onward. In addition, transactions between our affiliated entities are arranged in accordance with applicable transfer pricing laws, regulations and relevant guidelines. As a result, and due to the interpretive nature of certain aspects of these laws and guidelines, we have pending applications for APAs before the taxing authorities in some of our most significant jurisdictions.
We record incremental tax expense, based upon the more-likely-than-not standard, for any uncertain tax positions. In addition, when applicable, we adjust the previously recorded income tax expense to reflect examination results when the position is effectively settled or otherwise resolved. Our ongoing evaluations of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can result in adjustments that increase or decrease our effective income tax rate, as well as impact our operating results. The specific timing of when the resolution of each tax position will be reached is uncertain.

Changes in unrecognized income tax benefits were as follows for the years ended December 31:
202020192018
(in millions)
Balance, beginning of year$152 $117 $97 
Additions based on tax positions related to the current year28 22 
Additions for tax positions of prior years10 14 19 
Additions for tax positions of acquired subsidiaries
Reductions for tax positions due to lapse of statutes of limitations(12)
Reductions for tax positions of prior years(1)
Settlements
Foreign currency exchange movement(1)
Balance, end of year$193 $152 $117 
  2017 2016
  (in millions)
Balance, beginning of year $151
 $139
Additions based on tax positions related to the current year 17
 11
Additions for tax positions of prior years 2
 19
Additions for tax positions of acquired subsidiaries 
 
Reductions for tax positions due to lapse of statutes of limitations (41) (15)
Reductions for tax positions of prior years (32) (1)
Settlements 
 
Foreign currency exchange movement 
 (2)
Balance, end of year $97
 $151
At December 31, 2017, theThe unrecognized income tax benefits would affect our effective income tax rate, if recognized. While the Company believes uncertain tax positions may be settled or resolved within the next twelve months, it is difficult to estimate the income tax impact of these potential resolutions at this time. We recognize accrued interest and any penalties associated with uncertain tax positions as part of our provision for income taxes. The total amount of accrued interest and penalties at December 31, 20172020 and 20162019 was approximately $8$22 million and $7$16 million, respectively, and relates to U.S. and foreign tax matters. The amounts of interest and penalties recorded in the provision for income taxes in 2017, 20162020, 2019 and 20152018 were immaterial.


Note 11 — Derivative Financial Instruments
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Note 12 — Derivative Financial Instruments
In the normal course of business, we use foreign exchange forward and option contracts to manage foreign currency exchange rate risk. The estimated fair value of the foreign exchange forward contracts considers the following items: discount rate, timing and amount of cash flow and counterparty credit risk. Derivatives may give rise to credit risksrisk from the possible non-performance by counterparties. Credit risk is limited to the fair value of those contracts that are favorable to us. We have limited our credit risk by entering into derivative transactions only with highly-rated financial institutions, limitinglimiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which we do business. In addition, all the assets and liabilities related to our foreign exchange forwardderivative contracts set forth in the below table are subject to master netting arrangements, such as the International Swaps and Derivatives Association or ISDA, master netting arrangements or other similar agreementsMaster Agreement, with each individual counterparty. These master netting arrangements generally provide for net settlement of all outstanding contracts with the counterparty in the case of an event of default or a termination event. We have presented all the assets and liabilities related to our foreign exchange forwardderivative contracts, as applicable, on a gross basis, with no offsets, in our accompanying consolidated statements of financial position. There is no financial collateral (including cash collateral) posted or received by us related to our foreign exchange forwardderivative contracts.
The following table provides information on the location and fair values of derivative financial instruments included in our consolidated statementstatements of financial position as of December 31:
   2017 2016  20202019
Designation of Derivatives 
Location on Statement of
Financial Position
 Assets   Liabilities Assets   LiabilitiesDesignation of DerivativesLocation on Statement of
Financial Position
AssetsLiabilitiesAssetsLiabilities
 (in millions)(in millions)
Foreign exchange forward contracts - Designated as cash flow hedging instruments Other current assets $134
 $
 $34
 $
Foreign exchange forward and option contracts – Designated as cash flow hedging instrumentsForeign exchange forward and option contracts – Designated as cash flow hedging instrumentsOther current assets$45 $— $32 $— 
Other noncurrent assets26 — — 
Accrued expenses and other current liabilities— — 
 Other noncurrent assets 20
 
 17
 
Other noncurrent liabilities— — 
 Total 154
 
 51
 
Total71 40 
Foreign exchange forward contracts - Not designated as cash flow hedging instruments Accrued expenses and other current liabilities 
 5
 
 4
Foreign exchange forward contracts - Not designated as cash flow hedging instrumentsOther current assets— — 
 Total 
 5
 
 4
Accrued expenses and other current liabilities— — 
Total
Total $154
 $5
 $51
 $4
Total$72 $$43 $10 
Cash Flow Hedges
We have entered into a series of foreign exchange forwardderivative contracts that are designated as cash flow hedges of Indian rupee denominated payments in India. These contracts are intended to partially offset the impact of movement of exchange ratesthe Indian rupee against the U.S. dollar on future operating costs and are scheduled to mature each month during 20182021 and 2019. Under these contracts, we purchase Indian rupees and sell U.S. dollars.2022. The changes in fair value of these contracts are initially reported in the caption “Accumulated"Accumulated other comprehensive income (loss)" in our consolidated statements of financial position and are subsequently reclassified to earnings within the captions "Cost of revenues" and "Selling, general and administrative expenses" in our consolidated statements of operations in the same period that the forecasted Indian rupee denominated payments are recorded in earnings. As of December 31, 2017,2020, we estimate that $100$35 million, net of tax, of the net gains relatedrelated to derivatives designated as cash flow hedges recordedreported in accumulatedthe caption "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position is expected to be reclassified into earnings within the next 12 months.
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The notional value of our outstanding contracts by year of maturity and the net unrealized gains and losses included in accumulatedthe caption "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position, for such contracts were as follows as of December 31:
20202019
(in millions)
2020$$1,505 
20211,470 883 
2022803 
Total notional value of contracts outstanding (1)
$2,273 $2,388 
Net unrealized gains included in accumulated other comprehensive income (loss), net of taxes$55 $26 
 2017 2016
 (in millions)
2017$
 $1,320
20181,185
 1,020
2019720
 
Total notional value of contracts outstanding$1,905
 $2,340
Net unrealized gains included in accumulated other comprehensive income (loss), net of taxes$115
 $39

Upon settlement or maturity
(1)Includes $133 million notional value of the cash flow hedgeoption contracts we record the related gains or losses, based on our designation at the commencementas of the contract,December 31, 2020, with the remaining notional value related hedged Indian rupee denominated expense reported within cost of revenues and selling, general and administrative expenses. Hedge ineffectiveness was immaterial for all periods presented.to forward contracts.
The following table provides information on the location and amounts of pre-tax gains on our cash flow hedges for the year ended December 31:
 Change in
Derivative Gains Recognized
in Accumulated Other
Comprehensive Income (Loss)
(effective portion)
Location of Net Derivative
Gains Reclassified
from Accumulated Other
Comprehensive Income (Loss)
into Income
(effective portion)
Net Gains Reclassified
from Accumulated Other
Comprehensive Income (Loss)
into Income
(effective portion)
 20202019 20202019
(in millions)
Foreign exchange forward and option contracts – Designated as cash flow hedging instruments$39 $39 Cost of revenues$$
Selling, general and administrative expenses
Total$$
 
Change in
Derivative Gains Recognized
in Accumulated Other
Comprehensive Income (Loss)
(effective portion)
 
Location of Net Derivative
Gains Reclassified
from Accumulated Other
Comprehensive Income (Loss)
into Income
(effective portion)
 
Net Gains Reclassified
from Accumulated Other
Comprehensive Income (Loss)
into Income
(effective portion)
 2017 2016   2017 2016
 (in millions)
Foreign exchange forward contracts - Designated as cash flow hedging instruments$232
 $83
 Cost of revenues $109
 $14
     Selling, general and administrative expenses 20
 3
     Total $129
 $17
The activity related to the change in net unrealized gains and losses on our cash flow hedges included in accumulated"Accumulated other comprehensive income (loss)" in our consolidated statements of stockholders' equity is presented in Note 1314.

Other Derivatives
We use foreign exchange forward contracts which have not been designated as hedges, to provide an economic hedge against balance sheet exposureexposures to certain monetary assets and liabilities denominated in currencies other than the functional currency of our foreign subsidiaries.subsidiaries, primarily the Indian rupee, the British Pound and the Euro. We entered into a series of foreign exchange forward contracts that are scheduled to mature in 2018.2021. Realized gains or losses and changes in the estimated fair value of these derivative financial instruments are reportedrecorded in the caption "Foreign currency exchange gains (losses), net" inon our consolidated statements of operations.

Additional information related to our outstanding foreign exchange forward contracts not designated as hedging instruments iswas as follows as of December 31:
20202019
NotionalFair ValueNotionalFair Value
(in millions)
Contracts outstanding$637 $$702 $
F-33

 2017 2016
 Notional Market Value
 Notional Market Value
 (in millions)
Contracts outstanding$255
 $(5) $213
 $(4)
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The following table provides information on the location and amounts of realized and unrealized pre-tax (losses) gains and losses on our other derivative financial instruments for the year ended December 31:
  
Location of Net (Losses)
on Derivative Instruments
 
Amount of Net (Losses)
on Derivative Instruments
    2017 2016
    (in millions)
Foreign exchange forward contracts - Not designated as hedging instruments Foreign currency exchange gains (losses), net $(23) $(3)
 Location of Net (Losses) Gains
on Derivative Instruments
Amount of Net (Losses) Gains
on Derivative Instruments
  20202019
(in millions)
Foreign exchange forward contracts - Not designated as hedging instrumentsForeign currency exchange gains (losses), net$(63)$
The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.


Note 12
Note 13 — Fair Value Measurements
We measure our cash equivalents, certain investments, contingent consideration liabilities and foreign exchange forward and option contracts at fair value. The authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions.
The fair value hierarchy consists of the following three levels:
Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.



The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2017:2020:
Level 1Level 2Level 3Total
(in millions)
Cash equivalents:
Money market funds$209 $— $— $209 
Time deposits— 203— 203 
Commercial paper— 200— 200 
Short-term investments:
Time deposits
Equity investment security27 27 
Other current assets
Foreign exchange forward and option contracts46 46 
Long-term investments:
Time deposits (1)
— 405 — 405 
Other noncurrent assets
Foreign exchange forward and option contracts26 26 
Accrued expenses and other current liabilities:
Foreign exchange forward contracts(1)(1)
Contingent consideration liabilities(11)(11)
Other noncurrent liabilities
Contingent consideration liabilities(43)(43)
 Level 1 Level 2 Level 3 Total
 (in millions)
Cash equivalents:       
Money market funds$334
 $
 $
 $334
Bank deposits
 80
 
 80
Commercial paper
 386
 
 386
Total cash equivalents334
 466
 
 800
Short-term investments:       
Time deposits
 389
 
 389
Available-for-sale investment securities:       
U.S. Treasury and agency debt securities585
 76
 
 661
Corporate and other debt securities
 437
 
 437
Certificates of deposit and commercial paper
 450
 
 450
Asset-backed securities
 295
 
 295
Municipal debt securities
 129
 
 129
Total available-for-sale investment securities585
 1,387
 
 1,972
Held-to-maturity investment securities:       
Commercial paper
 397
 
 397
Corporate and other debt securities
 345
 
 345
Total short-term held-to-maturity investment securities
 742
 
 742
Total short-term investments(1)
585
 2,518
 
 3,103
Long-term investments:       
Held-to-maturity investment securities:       
Corporate and other debt securities
 160
 
 160
Total long-term held-to-maturity investment securities
 160
 
 160
Total long-term investments(2)

 160
 
 160
Derivative financial instruments - foreign exchange forward contracts:       
Other current assets
 134
 
 134
Accrued expenses and other current liabilities
 (5) 
 (5)
Other noncurrent assets
 20
 
 20
Total$919
 $3,293
 $
 $4,212

________________
(1)Excludes trading securities invested in a mutual fund valued at $25 million based on the NAV of the fund at December 31, 2017.
(2)Excludes equity and cost method investments of $74 million at December 31, 2017, which are accounted for using the equity method of accounting and at cost, respectively.


(1) Balance represents restricted time deposits. See Note 11.
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The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2016:2019:
Level 1Level 2Level 3Total
(in millions)
Cash equivalents:
Money market funds$1,646 $$$1,646 
Short-term investments:
Time deposits(1)
466 466 
Equity investment security26 26 
Other current assets:
Foreign exchange forward contracts35 35 
Other noncurrent assets:
Foreign exchange forward contracts
Accrued expenses and other current liabilities:
Foreign exchange forward contracts(8)(8)
Contingent consideration liabilities(8)(8)
Other noncurrent liabilities:
Foreign exchange forward contracts(2)(2)
Contingent consideration liabilities(30)(30)
 Level 1 Level 2 Level 3 Total
 (in millions)
Cash equivalents:       
Money market funds$624
 $
 $
 $624
Commercial paper
 131
 
 131
Total cash equivalents624
 131
 
 755
Short-term investments:       
Time deposits
 806
 
 806
Available-for-sale investment securities:       
U.S. Treasury and agency debt securities558
 44
 
 602
Corporate and other debt securities
 405
 
 405
Certificates of deposit and commercial paper
 911
 
 911
Asset-backed securities
 231
 
 231
Municipal debt securities
 115
 
 115
Total available-for-sale investment securities558
 1,706
 
 2,264
Held-to-maturity investment securities:       
Certificates of deposit and commercial paper
 40
 
 40
Total held-to-maturity investment securities
 40
 
 40
Total short-term investments(1)
558
 2,552
 
 3,110
Derivative financial instruments - foreign exchange forward contracts:       
Other current assets
 34
 
 34
Accrued expenses and other current liabilities
 (4) 
 (4)
Other noncurrent assets
 17
 
 17
Total$1,182
 $2,730
 $
 $3,912

________________
(1)Excludes trading securities invested in a mutual fund valued at $25 million based on the NAV of the fund at December 31, 2016.

(1)Includes $414 million in restricted time deposits. See Note 11

The following table summarizes the changes in Level 3 contingent consideration liabilities:

20202019
(in millions)
Beginning balance$38 $23 
Initial measurement recognized at acquisition42 33 
Change in fair value recognized in SG&A expenses(23)(4)
Payments(3)(14)
Ending balance$54 $38 

We measure the fair value of money market funds and U.S. Treasury securities based on quoted prices in active markets for identical assets and therefore classify these assets as Level 1.measure the fair value of our equity security based on the published daily net asset value at which investors can freely subscribe to or redeem from the fund. The fair value of commercial paper certificates of deposit, U.S. government agency securities, municipal debt securities, debt securities issued by supranational institutions, U.S. and international corporate bonds and foreign government debt securities is measured based on relevant trade data, dealer quotes, or model-driven valuations using significant inputs derived from or corroborated by observable market data, such as yield curves and credit spreads. We measure the fair value of our asset-backed securities using model-driven valuations based on significant inputs derived from or corroborated by observable market data such as dealer quotes, available trade information, spread data, current market assumptions on prepayment speeds and defaults and historical data on deal collateral performance. The carrying value of the time deposits approximated fair value as of December 31, 20172020 and 2016.2019.

We estimate the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model calculates the difference between the current market forward price and the contracted forward price for each foreign exchange contract and applies the difference in the rates to each outstanding contract. The market forward rates include a discount and credit risk factor. The amountsWe estimate the fair value of each foreign exchange option contract by using a variant of the
Black-Scholes model. This model uses present value techniques and reflects the time value and intrinsic value based on
observable market rates.
We estimate the fair value of our contingent consideration liabilities associated with our acquisitions using a variation of the income approach, which utilizes one or more significant inputs that are aggregated by typeunobservable. This approach calculates the fair value of contract and maturity.such liabilities based on the probability-weighted expected performance of the acquired entity against the target performance metric, discounted to present value when appropriate.
During the years ended December 31, 2017, 20162020, 2019 and 2015,2018 there were no transfers among Level 1, Level 2 or Level 3 financial assets and liabilities.

Note 13 — Stockholders' Equity
Stock Repurchase Program
Effective March 1, 2017, the Board of Directors approved the termination of the stock repurchase program then in effect and approved a new stock repurchase program. The stock repurchase program allows for the repurchase of $3,500 million of our outstanding shares of Class A common stock, excluding fees and expenses, through December 31, 2019.
In March 2017, we entered into accelerated stock repurchase agreements, referred to collectively as the March ASR, with certain financial institutions under our stock repurchase program. Under the terms of the ASR and in exchange for up-front payments of $1,500 million, the financial institutions delivered 23.7 million shares. The March ASR was completed in August 2017. The final number of shares repurchased was based on the final volume-weighted average price of the Company's Class A common stock during the purchase period less the negotiated discount.
In December 2017, we entered into another accelerated stock repurchase agreement, or December ASR, with a financial institution under our stock repurchase program. Under the terms of the December ASR and in exchange for an up-front payment of $300 million, the financial institution initially delivered 3.6 million shares, a portion of the Company's total expected shares to be repurchased under the December ASR. The total number of shares ultimately delivered will be determined in the first quarter of 2018, at the end of the applicable purchase period.
The combined March ASR and December ASR were accounted for as a $630 million reduction in common stock and additional paid-in capital and a $1,170 million reduction in retained earnings in our consolidated statements of financial position. As of December 31, 2017, the remaining available balance under our stock repurchase program was $1,700 million. The ASRs met all of the applicable criteria for equity classification, and therefore were not accounted for as derivative instruments.

Additionally, stock repurchases were made in connection with our stock-based compensation plans, whereby Company shares were tendered by employees for payment of applicable statutory tax withholdings. In 2017, we also repurchased a limited number of shares from employees at the repurchase date market price. Combined such repurchases in 2017, 2016 and 2015 totaled 1.3 million, 1.2 million and 1.3 million shares, respectively, at an aggregate cost of $89 million, $72 million and $84 million, respectively.

Dividends

Dividends on our Class A common stock during the year were as follows:
F-35
  Dividends per Share Amount
    (in millions)
Three months ended June 30, 2017 $0.15
 $89
Three months ended September 30, 2017 0.15
 90
Three months ended December 31, 2017 0.15
 89
Year ended December 31, 2017   $268

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We did not pay any dividends during 2016 or 2015.
Note 14 — Accumulated Other Comprehensive Income (Loss)

On February 5, 2018, our Board of Directors approved the Company's declaration of a $0.20 per share dividend with a record date of February 22, 2018 and a payment date of February 28, 2018.

Accumulated Other Comprehensive Income (Loss)
Changes in accumulated"Accumulated other comprehensive income (loss)" by component were as follows for the year ended December 31, 2017:2020:
 2020
 Before Tax
Amount
Tax
Effect
Net of Tax
Amount
(in millions)
Foreign currency translation adjustments:
Beginning balance$(63)$(1)$(64)
Change in foreign currency translation adjustments119 119 
Ending balance$56 $(1)$55 
Unrealized gains on cash flow hedges:
Beginning balance$31 $(5)$26 
Unrealized gains arising during the period39 (8)31 
Reclassifications of net (gains) to:
Cost of revenues(3)(2)
Net change36 (7)29 
Ending balance$67 $(12)$55 
Accumulated other comprehensive income (loss):
Beginning balance$(32)$(6)$(38)
Other comprehensive income (loss)155 (7)148 
Ending balance$123 $(13)$110 



F-36

 2017
 
Before Tax
Amount
 
Tax
Effect
 
Net of Tax
Amount
 (in millions)
Foreign currency translation adjustments:     
Beginning balance$(149) $
 $(149)
Change in foreign currency translation adjustments111
 
 111
Ending balance$(38) $
 $(38)
Unrealized (losses) on available-for-sale investment securities:     
Beginning balance$(6) $2
 $(4)
Net unrealized losses arising during the period(7) 3
 (4)
Reclassification of net losses to Other, net2
 (1) 1
Net change(5) 2
 (3)
Ending balance$(11) $4
 $(7)
Unrealized gains on cash flow hedges:     
Beginning balance$51
 $(12) $39
Unrealized gains arising during the period232
 (57) 175
Reclassifications of net (gains) to:     
Cost of revenues(109) 26
 (83)
Selling, general and administrative expenses(20) 4
 (16)
Net change103
 (27) 76
Ending balance$154
 $(39) $115
Accumulated other comprehensive income (loss):     
Beginning balance$(104) $(10) $(114)
Other comprehensive income (loss)209
 (25) 184
Ending balance$105
 $(35) $70
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Changes in accumulated"Accumulated other comprehensive income (loss)" by component were as follows for the years ended December 31, 20162019 and 2015:2018:
 20192018
 Before Tax
Amount
Tax
Effect
Net of Tax
Amount
Before Tax
Amount
Tax
Effect
Net of Tax
Amount
(in millions)
Foreign currency translation adjustments:
Beginning balance$(108)$$(103)$(38)$$(38)
Change in foreign currency translation adjustments45 (6)39 (70)(65)
Ending balance$(63)$(1)$(64)$(108)$$(103)
Unrealized (losses) on available-for-sale investment securities:
Beginning balance$(12)$$(8)$(11)$$(7)
Cumulative effect of change in accounting principle— — — — (1)(1)
Net unrealized gains (losses) arising during the period13 (4)(5)(3)
Reclassification of net (gains) losses to Other, net(1)(1)(1)
Net change12 (4)(1)(1)
Ending balance$$$$(12)$$(8)
Unrealized (loses) gains on cash flow hedges:
Beginning balance$(4)$$(3)$154 $(39)$115 
Unrealized gains (losses) arising during the period39 (7)32 (87)23 (64)
Reclassifications of net gains to:
Cost of revenues(3)(2)(61)15 (46)
SG&A expenses(1)(1)(10)(8)
Net change35 (6)29 (158)40 (118)
Ending balance$31 $(5)$26 $(4)$$(3)
Accumulated other comprehensive income (loss):
Beginning balance$(124)$10 $(114)$105 $(35)$70 
Other comprehensive income (loss)92 (16)76 (229)45 (184)
Ending balance$(32)$(6)$(38)$(124)$10 $(114)

F-37
 2016 2015
 
Before Tax
Amount
 
Tax
Effect
 
Net of Tax
Amount
 Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
 (in millions)
Foreign currency translation adjustments:           
Beginning balance$(90) $
 $(90) $(35) $
 $(35)
Change in foreign currency translation adjustments(59) 
 (59) (55) 
 (55)
Ending balance$(149) $
 $(149) $(90) $
 $(90)
Unrealized (losses) on available-for-sale investment securities:           
Beginning balance$(7) $3
 $(4) $(2) $1
 $(1)
Net unrealized gains (losses) arising during the period5
 (2) 3
 (4) 1
 (3)
Reclassification of net (gains) to Other, net(4) 1
 (3) (1) 1
 
Net change1
 (1) 
 (5) 2
 (3)
Ending balance$(6) $2
 $(4) $(7) $3
 $(4)
Unrealized gains (losses) on cash flow hedges:           
Beginning balance$(15) $3
 $(12) $(103) $16
 $(87)
Unrealized gains arising during the period83
 (19) 64
 17
 
 17
Reclassifications of net (gains) losses to:           
Cost of revenues(14) 3
 (11) 59
 (11) 48
Selling, general and administrative expenses(3) 1
 (2) 12
 (2) 10
Net change66
 (15) 51
 88
 (13) 75
Ending balance$51
 $(12) $39
 $(15) $3
 $(12)
Accumulated other comprehensive income (loss):           
Beginning balance$(112) $6
 $(106) $(140) $17
 $(123)
Other comprehensive income (loss)8
 (16) (8) 28
 (11) 17
Ending balance$(104) $(10) $(114) $(112) $6
 $(106)


Note 14 — Commitments and Contingencies
We lease office space and equipment under operating leases, which expire at various dates through the year 2028. Certain leases contain renewal provisions and generally require us to pay utilities, insurance, taxes, and other operating expenses. Future minimum rental payments on our operating leases asTable of December 31, 2017 are as follows:
 Operating lease obligation
 (in millions)
2018$188
2019178
2020156
2021124
202287
Thereafter210
Total minimum lease payments$943

Rental expense totaled $265 million, $227 million and $212 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Note 15 — Commitments and Contingencies
Future minimum rental payments on our capital leases as of December 31, 2017 are as follows:
 Capital lease obligation
 (in millions)
2018$9
20196
20205
20214
20224
Thereafter23
Total minimum lease payments51
Interest(10)
Present value of minimum lease payments$41


We are involved in various claims and legal actionsproceedings arising in the ordinary course of business. We accrue a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, we do not record a liability, but instead disclose the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. InWhile we do not expect that the opinion of management, the outcomeultimate resolution of any existing claims and legal or regulatory proceedings other(other than the specific matters described below, if decided adversely, is not expected toadversely), individually or in the aggregate, will have a material adverse effect on our business, financial condition,position, an unfavorable outcome in some or all of these proceedings could have a material adverse impact on results of operations or cash flows for a particular period. This assessment is based on our current understanding of relevant facts and cash flows.circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future.


On January 15, 2015, Syntel sued TriZetto and Cognizant in the United States District Court for the Southern District of New York. Syntel’s complaint alleged breach of contract against TriZetto, and tortious interference and misappropriation of trade secrets against Cognizant and TriZetto, stemming from Cognizant’s hiring of certain former Syntel employees. Cognizant and TriZetto countersued on March 23, 2015, for breach of contract, misappropriation of trade secrets and tortious interference, based on Syntel’s misuse of TriZetto confidential information and abandonment of contractual obligations. Cognizant and TriZetto subsequently added federal Defend Trade Secrets Act and copyright infringement claims for Syntel’s misuse of TriZetto’s proprietary technology. The parties’ claims were narrowed by the court and the case was tried before a jury, which on October 27, 2020 returned a verdict in favor of Cognizant in the amount of $854 million, including $570 million in punitive damages.We are conducting an internal investigation focused on whether certain payments relatingexpect Syntel to Company-owned facilitiesappeal the decision and thus we will not record the gain in India were made improperly and in possible violationour financial statements until it becomes realizable.

On February 28, 2019, a ruling of the FCPASCI interpreting the India Defined Contribution Obligation altered historical understandings of the obligation, extending it to cover additional portions of the employee’s income. As a result, the ongoing contributions of our affected employees and the Company were required to be increased. In the first quarter of 2019, we accrued $117 million with respect to prior periods, assuming retroactive application of the Supreme Court’s ruling, in "Selling, general and administrative expenses" in our consolidated statement of operations. There is significant uncertainty as to how the liability should be calculated as it is impacted by multiple variables, including the period of assessment, the application with respect to certain current and former employees and whether interest and penalties may be assessed. Since the ruling, a variety of trade associations and industry groups have advocated to the Indian government, highlighting the harm to the information technology sector, other applicable laws. The investigation is also examining various other payments made in small amountsindustries and job growth in India that may not have complied with Company policy or applicable law. In September 2016, we voluntarily notified the DOJ and SEC and are cooperating fully with both agencies. The investigation is being conducted under the oversightwould result from a retroactive application of the Audit Committee, withruling. It is possible the assistanceIndian government will review the matter and there is a substantial question as to whether the Indian government will apply the SCI’s ruling on a retroactive basis. As such, the ultimate amount of outside counsel. To date,our obligation may be materially different from the investigation has identified a total of approximately $6 million in payments made between 2009 and 2016 that may have been improper. During the year ended December 31, 2016, we recorded out-of-period corrections related to $4 million of such payments that were previously capitalized that should have been expensed. These out-of-period corrections and the other $2 million in potentially improper payments were not material to any previously issued financial statements. There were no adjustments recorded during the year ended December 31, 2017.amount accrued.


On October 5, 2016, October 27, 2016 and November 18, 2016, three putative securities class action complaints were filed in the United States District Court for the District of New Jersey, naming us and certain of our current and former officers

as defendants. In an order dated February 3, 2017, the United States District Court for the District of New JerseyThese complaints were consolidated the three putative securities class actions into a single action and appointed lead plaintiffs and lead counsel. Onon April 7, 2017, the lead plaintiffs filed a consolidated amended complaint on behalf of a putative class of stockholderspersons and entities who purchased our common stock during the period between February 27, 2015 and September 29, 2016, naming us and certain of our current and former officers as defendants and alleging violations of the Exchange Act, based on allegedly false or misleading statements related to potential violations of the FCPA, our business, prospects and operations, and the effectiveness of our internal controls over financial reporting and our disclosure controls and procedures. The lead plaintiffs seek an award of compensatory damages, among other relief, and their reasonable costs and expenses, including attorneys’ fees. UnderDefendants filed a stipulation filed by the parties on February 23, 2017, defendants filed motionsmotion to dismiss the consolidated amended complaint on June 6, 2017,2017. On August 8, 2018, the United States District Court for the District of New Jersey issued an order which granted the motion to dismiss in part, including dismissal of all claims against current officers of the Company, and denied them in part. On September 7, 2018, we filed a motion in the United States District Court for the District of New Jersey to certify the August 8, 2018 order for immediate appeal to the United States Court of Appeals for the Third Circuit pursuant to 28 U.S.C. § 1292(b). On October 18, 2018, the District Court issued an order granting our motion, and staying the action pending the outcome of our appeal petition to the Third Circuit. On October 29, 2018, we filed a petition for permission to appeal with the United States Court of Appeals for the Third Circuit. On March 6, 2019, the Third Circuit denied our petition without prejudice. In an order dated March 19, 2019, the District Court directed the lead plaintiffs to provide the defendants with a proposed amended complaint. On April 26, 2019, lead plaintiffs filed an opposition brief on July 21, 2017 responding to defendants’ motions to dismiss, and defendants filed reply briefs in further support of their motions to dismiss on September 5, 2017. On September 5, 2017, defendants alsosecond amended complaint. We filed a motion to strike certain allegations indismiss the consolidatedsecond amended complaint plaintiffson June 10, 2019. On June 7, 2020, the District Court issued an order denying our motion to dismiss the second amended complaint. On July 10, 2020, we filed an oppositionour answer to the second amended complaint. On July 23, 2020, the DOJ filed a motion on consent for leave to strike on October 2, 2017,intervene and to stay all discovery through the conclusion of the criminal proceedings in United States v. Gordon J. Coburn and Steven Schwartz, Crim. No. 19-120 (KM), except for
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documents produced by us to the DOJ in connection with those criminal proceedings. On July 24, 2020, the District Court granted the DOJ’s motion; and on October 10, 2017,that same day, we filed a reply briefmotion in further support of the District Court to certify the June 7, 2020 order for immediate appeal to the Third Circuit pursuant to 28 U.S.C. 1292(b), which motion to strike.is now fully briefed.


On October 31, 2016, November 15, 2016 and November 18, 2016, three putative shareholder derivative complaints were filed in New Jersey Superior Court, Bergen County, naming us, all of our then current directors and certain of our current and former officers as defendants. OnThese actions were consolidated in an order dated January 24, 2017, the New Jersey Superior Court, Bergen County, consolidated the three putative shareholder derivative actions filed in that court into a single action and appointed lead plaintiff and lead counsel.2017. The complaints assert claims for breach of fiduciary duty, corporate waste, unjust enrichment, abuse of control, mismanagement, and/or insider selling by defendants. On March 16, 2017, the parties filed a stipulation deferring all further proceedings pending a final, non-appealable ruling on the then anticipated motion to dismiss the consolidated putative securities class action. On April 26, 2017, in lieu of ordering the stipulation filed by the parties, the New Jersey Superior Court deferred further proceedings by dismissing the consolidated putative shareholder derivative litigation without prejudice but permitting the parties to file a motion to vacate the dismissal in the future.

On February 22, 2017, a fourthApril 7, 2017 and May 10, 2017, three additional putative shareholder derivative complaint assertingcomplaints alleging similar claims waswere filed in the United States District Court for the District of New Jersey, naming us and certain of our then current directors as defendants. On April 5, 2017, the United States District Court for the District of New Jersey entered an order staying all proceedings pending a final, non-appealable ruling on the then anticipated motion to dismiss the consolidated putative securities class action. On April 7, 2017, a fifth putative shareholder derivative complaint was filed in the United States District Court for the District of New Jersey, naming us, certain of our then current directors, and certain of our current and former directors and officers as defendants. The complaint in that action assertsThese complaints asserted claims similar to those in the previously-filed putative shareholder derivative actions, but also adds a claim for violations of Section 10(b) of the Exchange Act against the individual defendants. On May 10, 2017, a sixth putative shareholder derivative complaint was filed in the United States District Court for the District of New Jersey, naming us, certain of our then current directors, and certain of our current and former officers as defendants. The complaint in that action asserts claims similar to those in the previously-filed putative shareholder derivative actions, but also adds a claim for violations of Section 14(a) of the Exchange Act against the individual defendants.actions. In an order dated June 20, 2017, the United States District Court for the District of New Jersey consolidated the three putative shareholder derivativethese actions filed in that court into a single action, appointed lead plaintiff and lead counsel, and stayed all further proceedings pending a final, non-appealable ruling on the motions to dismiss the consolidated putative securities class action. AllOn October 30, 2018, lead plaintiff filed a consolidated verified derivative complaint.

On March 11, 2019, a seventh putative shareholder derivative complaint was filed in the United States District Court for the District of New Jersey, naming us, certain of our current and former directors, and certain of our current and former officers as defendants. The complaint in that action asserts claims similar to those in the previously-filed putative shareholder derivative actions. On May 14, 2019, the United States District Court for the District of New Jersey approved a stipulation that (i) consolidated this action with the putative shareholder derivative complaints allege among other thingssuits that certainwere previously filed in the United States District Court for the District of our public disclosures were falseNew Jersey; and misleading by failing(ii) stayed all of these suits pending order on the motion to disclose that payments allegedlydismiss the second amended complaint in violation of the FCPA had been made and by asserting that management had determined that our internal controls were effective. Thesecurities class action. On August 3, 2020, lead plaintiffs seek awards of compensatory damages and restitution to the Company as a result of the alleged violations and their costs and attorneys’ fees, experts’ fees, and other litigation expenses, among other relief.filed an amended complaint.

We are presently unable to predict the duration, scope or result of the internal investigation, any investigations by the DOJ or the SEC, the consolidated putative securities class action, the putative shareholder derivative actions or any other lawsuits. As such, we are presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, and thus have not recorded any accruals related to these matters. The DOJ and the SEC have a broad range of civil and criminal sanctions under the FCPA and other laws and regulations including injunctive relief, disgorgement, fines, penalties, modifications to business practices, including the termination or modification of existing business relationships, the imposition of compliance programs and the retention of a monitor to oversee compliance with the FCPA. In addition, the DOJ and the SEC could bring enforcement actions againstWhile the Company or individuals, including former members of senior management. Such actions, if brought, could result in dispositions, judgments, settlements, fines, injunctions, cease and desist orders, debarment or other civil or criminal penalties against the Company or such individuals.

We expect to incur additional expenses related to remedial measures, and may incur additional expenses related to fines. The imposition of any sanctions or the implementation of remedial measures could have a material adverse effect on our business, annual and interim results of operations, cash flows and financial condition. Furthermore, while the Company intends

to defend the lawsuits vigorously, these lawsuits and any other related lawsuits are subject to inherent uncertainties, the actual cost of such litigation will depend upon many unknown factors and the outcome of the litigation is necessarily uncertain.


We have indemnification and expense advancement obligations pursuant to our Bylawsbylaws and indemnification agreements with respect to certain current and former members of senior management and the Company’s directors. In connection with the ongoingmatters that were the subject of our previously disclosed internal investigation, the DOJ and SEC investigations and the related litigation, we have received and expect to continue to receive requests under such indemnification agreements and our Bylawsbylaws to provide funds for legal fees and other expenses, and expect additional requests in connection with the investigation and related litigation.expenses. We have not recorded any liability for these matters as of December 31, 2017 as we cannot estimate the ultimate outcome at this time but have expensed payments madesuch costs incurred through December 31, 2017.2020.


We have maintained directors and officers insurance from whichand have recordedan insurance receivable of $7 million and $20 million as of December 31, 2020 and 2019, respectively, in "Other current assets" on our consolidated statement of financial position related to the recovery of a portion of the indemnification expenses and costs related to the putative securities class action complaints may be recoverable, and have recorded an insurance receivable of less than $1 million as of December 31, 2017.complaints. We are unable to make a reliable estimate of the eventual cash flows by period related to the indemnification agreementsand expense advancement obligations described here.

See Note 11 for information relating to the ITD Dispute.
Many of our engagements involve projects that are critical to the operations of our customers’clients’ business and provide benefits that are difficult to quantify. Any failure in a customer’sclient’s systems or our failure to meet our contractual obligations to our customers,clients, including any breach involving a customer’sclient’s confidential information or sensitive data, or our obligations under applicable laws or regulations could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to contractually limit our liability for damages arising from negligent acts, errors, mistakes, or omissions in rendering our services, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances or will otherwise protect us from liability for damages. Although we have general liability insurance coverage, including coverage for errors or omissions, there can be no assurance that such coverage will cover all types of claims, continue
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to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. The successful assertion of one or more large claims against us that exceed or are not covered by our insurance coverage or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, results of operations, financial conditionposition and cash flows.flows for a particular period.


In the normal course of business and in conjunction with certain customerclient engagements, we have entered into contractual arrangements through which we may be obligated to indemnify customersclients or other parties with whom we conduct business with respect to certain matters. These arrangements can include provisions whereby we agree to hold the indemnified party and certain of their affiliated entities harmless with respect to third-party claims related to such matters as our breach of certain representations or covenants, our intellectual property infringement, our gross negligence or willful misconduct or certain other claims made against certain parties. Payments by us under any of these arrangements are generally conditioned on the customerclient making a claim and providing us with full control over the defense and settlement of such claim. It is not possible to determine the maximum potential liability under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Historically, we have not made material payments under these indemnification agreements and therefore they have not had anya material impact on our operating results, financial position, or cash flows. However, if events arise requiring us to make payment for indemnification claims under our indemnification obligations in contracts we have entered, such payments could have a material impactadverse effect on our business, results of operations, financial conditionposition and cash flows.flows for a particular period.
Note 15
Note 16 — Employee Benefits
We contribute to defined contribution plans in the United States and Europe, including 401(k) savings and supplemental retirement plans in the United States. Total expenses for our contributions to these plans were $91$118 million, $76$117 million and $62$108 million for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively.
We maintain employee benefit plans that cover substantially all India-based employees. The employees’ provident fund, pension and family pension plans are statutorily defined contribution retirement benefit plans. Under the plans, employees contribute up to 12.0% of their baseeligible compensation, which is matched by an equal contribution by the Company. For these plans, we recognized a contribution expense of $86$98 million, $79$101 million and $71$88 million for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively. On February 28, 2019, a ruling of the SCI altered historical understandings of the obligation under these plans, extending them to cover additional portions of the employee’s income. In the first quarter of 2019, we accrued $117 million with respect to prior periods, assuming retroactive application of the SCI’s ruling, in "Selling, general and administrative expenses" in our consolidated statements of operations. See Note 15 for further information.

We also maintain a gratuity plan in India that is a statutory post-employment benefit plan providing defined lump sum benefits. We make annual contributions to the employees’ gratuity fund established with a government-owned insurance corporation to fund a portion of the estimated obligation. Accordingly, our liability for the gratuity plan reflectsreflected the undiscounted benefit obligation payable as of the balance sheet date, which was based upon the employees’ salary and years of service. As of December 31, 20172020 and 2016,2019, the amount accrued under the gratuity plan was $114$124 million and $106$135 million, which is net of fund assets of $138$186 million and $103$160 million, respectively.respectively. Expense recognized by us was $40$35 million, $41$38 million and $30$53 million for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively.
Note 16
Note 17 — Stock-Based Compensation Plans
The Company's 2017 Incentive Award Plan, or the 2017 Incentive Plan and the 2004 Employee Stock Purchase Plan or the Purchase Plan, as amended in 2013, provide for the issuance of up to 48.8 million (plus any shares underlying outstanding awards that are forfeited under the Company’s Amended and Restated 2009 Incentive Compensation Plan, or 2009 Incentive Plan) and 28.040.0 million shares, respectively, of Class A common stock to eligible employees. The 2017 Incentive Plan does not affect any awards outstanding under the 2009 Incentive Plan. As of December 31, 2017,2020, we have 46.128.8 million and 2.45.9 million shares available for grant under the 2017 Incentive Plan and the Purchase Plan, respectively.
Stock options granted to employees under our plans have a life ranging from seven to ten years, vest proportionally over four years, unless specified otherwise, and have an exercise price equal to the fair market valueThe allocation of the common stock on the date of grant. Grants to non-employee directors vest proportionally over two years. Stock-basedtotal stock-based compensation expense relating to stock options is recognized on a straight-line basis overbetween cost of revenues and selling, general and administrative expenses as well as the requisite service period.related income tax benefit were as follows for the three years ended December 31:
202020192018
(in millions)
Cost of revenues$51 $54 $62 
SG&A expenses181 163 205 
Total stock-based compensation expense$232 $217 $267 
Income tax benefit$48 $39 $66 
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Restricted stock units, orStock Units and Performance Stock Units
We granted RSUs that vest proportionately in quarterly or annual installments overranging from one year to four years.years to employees, including our executive officers. Stock-based compensation expense relating to RSUs is recognized on a straight-line basis over the requisite service period. A summary of the activity for RSUs granted under our stock-based compensation plans as of December 31, 2020 and changes during the year then ended is presented below:

Number of
Units
(in millions)
Weighted Average
Grant Date
Fair Value
(in dollars)
Unvested at January 1, 20204.5 $67.07 
Granted3.9 61.85 
Vested(3.0)65.42 
Forfeited(1.0)64.91 
Unvested at December 31, 20204.4 $64.09 
The weighted-average grant date fair value of RSUs granted in 2020, 2019 and 2018 was $61.85, $64.12 and $74.94, respectively. As of December 31, 2020, $247 million of total remaining unrecognized stock-based compensation cost related to RSUs is expected to be recognized over the weighted-average remaining requisite service period of 1.8 years.
We granted performance stock units, or PSUs that vest over periods ranging from one year to threefour years to employees, including our executive officers. The vesting of PSUs is contingent on both meeting certain financial performance targets and continued service. Stock-based compensation costsA summary of the activity for PSUs that vest proportionally aregranted under our stock-based compensation plans as of December 31, 2020 and changes during the year then ended is presented below. The presentation reflects the number of PSUs at the maximum performance milestones.
Number of
Units
(in millions)
Weighted Average
Grant Date
Fair Value
(in dollars)
Unvested at January 1, 20202.0 $69.73 
Granted1.9 62.00 
Vested(0.2)60.63 
Forfeited(0.9)67.59 
Adjustment at the conclusion of the performance measurement period(1.1)70.67 
Unvested at December 31, 20201.7 $62.60 
The weighted-average grant date fair value of PSUs granted in 2020, 2019 and 2018 was $62.00, $70.77 and $81.98, respectively. As of December 31, 2020, $34 million of the total remaining unrecognized stock-based compensation cost related to PSUs is expected to be recognized on a graded-vesting basis over the vestingweighted-average remaining requisite service period based on the most probable outcome of the performance conditions. If the minimum performance targets are not met, no compensation cost is recognized and any recognized compensation cost is reversed.2.0 years.
All RSUs and PSUs have dividend equivalent rights, which entitle holders to the same dividend value per share as holders of common stock. Dividend equivalent rights are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs and are accumulated and paid when the underlying shares vest.
The Purchase Plan
The Purchase Plan provides for eligible employees to purchase shares of Class A common stock at a price of 90% of the lesser of: (a) the fair market value of a share of Class A common stock on the first date of the purchase period or (b) the fair market value of a share of Class A common stock on the last date of the purchase period. Stock-based compensation expense for the Purchase Plan is recognized over the vesting period of three months on a straight-line basis.
The allocation
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Table of total stock-based compensation expense between cost of revenues and selling, general and administrative expenses as well as the related income tax benefit were as follows for the three years ended December 31:
  2017 2016 2015
  (in millions)
Cost of revenues $55
 $53
 $39
Selling, general and administrative expenses 166
 164
 153
Total stock-based compensation expense $221
 $217
 $192
Income tax benefit $101
 $49
 $46
In 2017, as a result of the adoption of new authoritative stock compensation guidance, we recognized net excess tax benefits upon exercise or vesting of stock-based compensation awards in our income tax provision in the amount of $40 million or $0.07 per share. In 2016 and 2015, such excess tax benefits were recorded in additional paid in capital.
We estimate the fair value of each stock option granted using the Black-Scholes option-pricing model. For the years ended December 31, 2017, 2016 and 2015, expected volatility was calculated using implied market volatilities. In addition, the expected term, which represents the period of time, measured from the grant date, that vested options are expected to be outstanding, was derived by incorporating exercise and post-vest termination assumptions, based on historical data, in a Monte Carlo simulation model. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The

expected dividend yield is based on the annual dividend amount expected on the date of grant divided by the stock price on the date of grant. Forfeiture assumptions used to recognize stock-based compensation expense are based on an analysis of historical data.
The fair values of option grants, includingthe options granted under the Purchase Plan, were estimated at the date of grant during the years ended December 31, 2017, 2016,2020, 2019, and 20152018 based upon the following assumptions and were as follows:
  2017 2016 2015
Dividend yield 1.0% 0.0% 0.0%
Weighted average volatility factor:      
Stock options 25.9% 28.3% 28.1%
Purchase Plan 24.3% 26.5% 25.8%
Weighted average expected life (in years):      
Stock options 4.36
 4.46
 4.29
Purchase Plan 0.25
 0.25
 0.25
Weighted average risk-free interest rate:      
Stock options 1.9% 1.1% 1.4%
Purchase Plan 0.9% 0.4% 0.1%
Weighted average grant date fair value:      
Stock options $13.06
 $15.17
 $16.53
Purchase Plan $9.23
 $8.74
 $9.04
202020192018
Dividend yield1.1 %1.3 %1.0 %
Weighted average volatility factor35.9 %24.9 %21.0 %
Weighted average risk-free interest rate0.6 %2.2 %1.9 %
Weighted average expected life (in years)0.250.250.25
Weighted average grant date fair value$9.38 $9.82 $10.87 
During the year ended December 31, 2017,2020, we issued 2.83.0 million shares of Class A common stock under the Purchase Plan with a total vested fair value of approximately $26$28 million.
A summary

Note 18 — Related Party Transactions
In 2018, we provided $100 million of initial funding to the Cognizant U.S. Foundation. The expense was reported in the caption "Selling, general and administrative expenses" in our consolidated statement of operations. Additionally, two of our executive officers served as directors of the activity for stock options granted under our stock-based compensation plans as of December 31, 2017Cognizant U.S. Foundation in 2020, 2019 and changes during the year then ended is presented below:2018.
  
Number of
Options
(in millions)
 
Weighted
Average Exercise
Price
(in dollars)
 
Weighted
Average
Remaining Life
(in years)
 
Aggregate
Intrinsic
Value
(in millions)
Outstanding at January 1, 2017 2.4
 $21.08
    
Granted 
 
    
Exercised (1.7) 19.76
    
Cancelled 
 
    
Expired 
 
    
Outstanding at December 31, 2017 0.7
 $24.88
 1.6 $29
Vested and expected to vest at December 31, 2017 0.7
 $24.78
 1.6 $29
Exercisable at December 31, 2017 0.7
 $23.28
 1.5 $29

As of December 31, 2017, $0.2 million of total remaining unrecognized stock-based compensation cost related to stock options is expected to be recognized over the weighted-average remaining requisite service period of 0.5 years . The total intrinsic value of options exercised was $78 million, $74 million and $59 million for the years ended December 31, 2017, 2016 and 2015, respectively.
The fair value of RSUs and PSUs is determined based on the number of stock units granted and the quoted price of our stock at date of grant.

A summary of the activity for PSUs granted under our stock-based compensation plans as of December 31, 2017 and changes during the year then ended is presented below. The presentation reflects the number of PSUs at the maximum performance milestones.
  
Number of
Units
(in millions)
 
Weighted Average
Grant Date
Fair Value
(in dollars)
Unvested at January 1, 2017 2.7
 $55.24
Granted 2.0
 60.77
Vested (0.9) 55.07
Forfeited (0.4) 56.81
Reduction due to the achievement of lower than maximum performance milestones (0.7) 55.04
Unvested at December 31, 2017 2.7
 $59.15
As of December 31, 2017, $60 million of total remaining unrecognized stock-based compensation cost related to PSUs is expected to be recognized over the weighted-average remaining requisite service period of 1.2 years.
A summary of the activity for RSUs granted under our stock-based compensation plans as of December 31, 2017 and changes during the year then ended is presented below:
  
Number of
Units
(in millions)
 
Weighted Average
Grant Date
Fair Value
(in dollars)
Unvested at January 1, 2017 4.8
 $56.45
Granted 3.6
 67.56
Vested (2.5) 56.81
Forfeited (0.7) 57.63
Unvested at December 31, 2017 5.2
 $63.80
As of December 31, 2017, $282 million of total remaining unrecognized stock-based compensation cost related to RSUs is expected to be recognized over the weighted-average remaining requisite service period of 2.2 years.

Note 17— Related Party Transactions
Brackett B. Denniston, III was the Interim General Counsel and an executive officer of the Company from December 2016 until May 15, 2017. Mr. Denniston is, and was during such period, a Senior Counsel at the law firm of Goodwin Procter LLP, or Goodwin. During the years ended December 31, 2017 and 2016, Goodwin performed legal services for the Company for which it earned approximately $4 million and $2 million, respectively. Goodwin has continued to perform such legal services since December 31, 2017 through the date of this filing. Goodwin did not perform any services for the Company during the year ended December 31, 2015. The provision of legal services by Goodwin was reviewed and approved by our Audit Committee.

Note 18
Note 19 — Segment Information
Our reportable segments are:
Financial Services, which consists of our banking and insurance operating segments;
Healthcare, which consists of our healthcare and life sciences operating segments;
Products and Resources, (previously referred to as Manufacturing/Retail/Logistics), which consists of our retail and consumer goods,goods; manufacturing, logistics, energy, and logistics,utilities; and travel and hospitality and energy and utilities operating segments; and
Communications, Media and Technology, (previously referred to as Other), which includes our communications and media operating segment and our technology operating segment.

Our sales managers,client partners, account executives accountand client relationship managers and project teams are aligned in accordance with the specific industries they serve. Our chief operating decision maker evaluates the Company’sCompany's performance and allocates resources based on segment revenues and operating profit. Segment operating profit is defined as income from operations before unallocated costs. Generally, operating expenses for each operating segment have similar characteristics and are subject to the same factors, pressures and challenges. However, the economic environment and its effects on industries served by our operating segments may affect revenues and operating expenses to differing degrees.
Expenses included in segment operating profit consist principally of direct selling and delivery costs (including stock-based compensation expense) as well as a per seatemployee charge for use of theour global delivery centers.centers and infrastructure. Certain selling, general and administrativeSG&A expenses, the excess or shortfall of incentiveincentive-based compensation for commercial and delivery personnelemployees as compared to target, stock-based compensation expense,restructuring costs, COVID-19 Charges, costs related to the ransomware attack, a portion of depreciation and amortization costs related to our realigment program and the impact of the settlements of our cash flow hedges are not allocated to individual segments in internal management reports used by the chief operating decision maker. Accordingly, such expenses are excluded from segment operating profit and are separately disclosedincluded below as “unallocated costs” and adjusted only against our total income from operations. The incremental accrual related to the India Defined Contribution Obligation recorded in 2019 has been excluded from segment operating profits for the year ended December 31, 2019. These costs are included in "unallocated costs" in the table below. Additionally, management has determined that it is not practical to allocate identifiable assets by segment, since such assets are used interchangeably among the segments.
Revenues from external customersFor revenues by reportable segment and segmentgeographic area see Note 2.
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Segment operating profit, before unallocated costs,profits by reportable segment were as follows:
202020192018
2017 2016 2015(in millions)
(in millions)
Revenues:     
Financial Services$5,636
 $5,366
 $5,003
Healthcare4,263
 3,871
 3,668
Products and Resources3,040
 2,660
 2,344
Communications, Media and Technology1,871
 1,590
 1,401
Total revenues$14,810
 $13,487
 $12,416
     
Segment Operating Profit:     
Financial Services$1,636
 $1,707
 $1,642
Financial Services$1,449 $1,605 $1,713 
Healthcare1,304
 1,153
 1,200
Healthcare1,383 1,261 1,416 
Products and Resources868
 851
 803
Products and Resources1,078 1,028 1,023 
Communications, Media and Technology565
 488
 453
Communications, Media and Technology794 732 692 
Total segment operating profit4,373
 4,199
 4,098
Total segment operating profit4,704 4,626 4,844 
Less: unallocated costs1,892
 1,910
 1,956
Less: unallocated costs2,590 2,173 2,043 
Income from operations$2,481
 $2,289
 $2,142
Income from operations$2,114 $2,453 $2,801 
Geographic Area Information
Revenues and long-livedLong-lived assets by geographic area wereare as follows:
 202020192018
(in millions)
Long-lived Assets:(1)
North America(2)
$399 $445 $436 
Europe88 104 105 
Rest of World(3)
764 760 853 
Total$1,251 $1,309 $1,394 
 2017 2016 2015
 (in millions)
Revenues: (1)
     
North America(2)
$11,450
 $10,546
 $9,759
United Kingdom1,150
 1,176
 1,188
Rest of Europe1,248
 969
 820
Europe - Total2,398
 2,145
 2,008
Rest of World(3) 
962
 796
 649
Total$14,810
 $13,487
 $12,416

 2017 2016 2015
 (in millions)
Long-lived Assets:(4)
     
North America(2)
$360
 $279
 $242
Europe63
 52
 32
Rest of World(3)(5) 
901
 980
 997
Total$1,324
 $1,311
 $1,271
_____________
(1)Revenues are attributed to regions based upon customer location.
(1)    Long-lived assets include property and equipment, net of accumulated depreciation and amortization.
(2)    Substantially all relates to the United States.
(3)    Substantially all relates to India.

(2)Substantially all relates to operations in the United States.Note 20 — Subsequent Events
(3)Includes our operations in Asia Pacific, the Middle East and Latin America.
(4)Long-lived assets include property and equipment, net of accumulated depreciation and amortization.
(5)Substantially all of these long-lived assets relate to our operations in India.

Note 19 — Quarterly Financial Data (Unaudited)
Summarized quarterly results forDividend
On February 3, 2021, our Board of Directors approved the two years ended December 31, 2017 are as follows:
  Three Months Ended  
2017 March 31 June 30 September 30 December 31 Full Year
  (in millions, except per share data)
Revenues $3,546
 $3,670
 $3,766
 $3,828
 $14,810
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 2,194
 2,261
 2,337
 2,360
 9,152
Selling, general and administrative expenses 686
 709
 674
 700
 2,769
Depreciation and amortization expense 96
 94
 107
 111
 408
Income from operations 570
 606
 648
 657
 2,481
Net income (loss) (1)
 557
 470
 495
 (18) 1,504
Basic earnings (losses) per share (2) (3)
 $0.92
 $0.80
 $0.84
 $(0.03) $2.54
Diluted earnings (losses) per share (2) (3)
 $0.92
 $0.80
 $0.84
 $(0.03) $2.53

  Three Months Ended  
2016 March 31 June 30 September 30 December 31 Full Year
  (in millions, except per share data)
Revenues $3,202
 $3,370
 $3,453
 $3,462
 $13,487
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 1,915
 2,038
 2,077
 2,078
 8,108
Selling, general and administrative expenses 646
 654
 701
 730
 2,731
Depreciation and amortization expense 87
 87
 92
 93
 359
Income from operations 554
 591
 583
 561
 2,289
Net income 441
 252
 444
 416
 1,553
Basic earnings per share (2)
 $0.73
 $0.42
 $0.73
 $0.69
 $2.56
Diluted earnings per share (2)
 $0.72
 $0.41
 $0.73
 $0.68
 $2.55

____________________________
(1) The net loss for the quarter ended December 31, 2017, includes the one-time provisional incremental income tax expense relating to the Tax Reform Act. See Note 10 to our consolidated financial statements.

(2) The sumCompany's declaration of the quarterly basic and diluted earnings (losses)a $0.24 per share dividend with a record date of February 18, 2021 and a payment date of February 26, 2021.
Acquisitions
In January 2021, we completed the acquisition of Linium for eacha preliminary purchase price of $85 million. Linium is a cloud transformation consultancy group specializing in the four quarters may not equal the earnings (losses) per shareServiceNow platform and solutions for the year duesmart digital enterprise workflows, acquired to rounding.broaden our enterprise service management capabilities.

(3) In March 2016, the FASB issuedJanuary 2021, we entered into an update relatedagreement to stock compensation.acquire Servian for a preliminary purchase price of $240 million. Servian is an Australia-based enterprise transformation consultancy specializing in data analytics, AI, digital services, experience design and cloud, which is expected to enhance our digital portfolio and market presence in Australia and New Zealand. The update simplified the accounting for excess tax benefits and deficiencies relatedtransaction is expected to employee stock-based payment transactions. We adopted this standard prospectively on January 1, 2017. Forclose during the first second, thirdquarter of 2021.
In February 2021, we completed the acquisition of Magenic Technologies, Inc. for a preliminary purchase price of $240 million, excluding contingent consideration. Magenic provides agile software and fourth quarterscloud development, DevOps, experience design and advisory services across a range of 2017, we recognized net excess tax benefits on stock-based compensation awards inindustries and was acquired to enhance our income tax provision in the amountglobal software engineering expertise.

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Table of $6 million, $5 million, $5 million and $24 million, respectively. This impacted our earnings per shares in the first, second, third and fourth quarters of 2017 by $0.01, $0.01, $0.01 and $0.04 per share, respectively. In prior periods, such net excess tax benefits were recorded in additional paid in capital.Contents



Cognizant Technology Solutions Corporation
Valuation and Qualifying Accounts
For the Years Ended December 31, 2017, 20162020, 2019 and 20152018
(in millions)
 
DescriptionBalance at
Beginning of
Period
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Deductions
/Other
Balance at
End of
Period
(in millions)
Warranty accrual:
2020$33 $32 $$33 $32 
2019$32 $33 $$32 $33 
2018$30 $32 $$30 $32 
Valuation allowance—deferred income tax assets:
2020$24 $$$$29 
2019$11 $15 $$$24 
2018$10 $$$$11 
Description 
Balance at
Beginning of
Period
 
Charged to
Costs and
Expenses
 
Charged to
Other
Accounts
 
Deductions
/Other
 
Balance at
End of
Period
  (in millions)
Trade accounts receivable allowance for doubtful accounts:          
2017 $48
 $15
 $3
 $1
 $65
2016 $39
 $12
 $
 $3
 $48
2015 $37
 $10
 $
 $8
 $39
Warranty accrual:          
2017 $26
 $30
 $
 $26
 $30
2016 $24
 $28
 $
 $26
 $26
2015 $21
 $28
 $
 $25
 $24
Valuation allowance—deferred income tax assets:          
2017 $10
 $
 $
 $
 $10
2016 $10
 $
 $
 $
 $10
2015 $11
 $3
 $
 $4
 $10





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