We utilize a global delivery model, with delivery centers worldwide to provide theour full range of services we offer to our customers.clients. Our global delivery model includes four distinct delivery methods, with most customer engagements utilizing several or all of these delivery methods. Our global delivery model includes employees located in the following locations: customers’deployed at client sites, local or in-country delivery centers, regional delivery centers and offshore delivery centers.centers, as required to best serve our clients. As we scale our digital services and solutions, we are focused on hiring in the United States and other 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 effective collaboration of our global workforce across locations and geographies.

The markets for our services are highly competitive, characterized by a large number of participants and subject to rapid change. Competitors may include systems integration firms, contract programming companies, application software companies, cloud computing service providers, traditional consulting firms, professional services groups of computer equipment companies, infrastructure management andcompanies, 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 the provider’s reputation and experience, vision and strategic advisory ability,capabilities, digital services capabilities, performance and reliability, responsiveness to customer needs, financial stability, corporate governance and competitive pricing of services. Accordingly, we rely on the following to compete effectively:

We provide value to our customersclients based, in part, on our proprietary innovations, methodologies, software, reusable knowledge capital and other intellectual property ("IP")IP assets. We recognize the importance of IP and its ability to differentiate us from our competitors. We seek IP protection for somemany of our innovations and rely on a combination of IPpatent, copyright and trade secret laws, 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 brand, which is one of our most valuable assets. We own or are licensed under a number of patents, trademarks and copyrights and licenses, which vary inof varying duration, relating to our products and services. We also have policies requiring our associates to respect the IP 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 IP right or any particular group of patents, trademarks, copyrights or licenses.licenses, other than our Cognizant brand.

Information About Our Executive Officers

The following table identifies our current executive officers:

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.

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.

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.

Global macroeconomic conditions have a significant effect on our business as well as the businesses of our customers.clients. Volatile, negative or uncertain economic conditions could cause our customersclients to reduce, postpone or cancel spending on projects with us and could make it more difficult for us to accurately forecast customerclient demand and have available the right resources to profitably address such customerclient demand. The short-term nature of contracts in our industry means that actions by customersClients may occurreduce demand for services quickly and with little warning, which may cause us to incur extra costs where we have employed more professionalspersonnel than customerclient demand supports.

Our business is particularly susceptible to economic and political conditions in the markets where our customersclients or operations are concentrated. Our revenues are highly dependent on customersclients located in the United States and Europe, and any adverse economic, political or legal uncertainties or adverse developments, including due to the anticipated exituncertainty related to the potential economic and regulatory impacts of the United KingdomKingdom's exit from the European Union, as a result of the 2016 United Kingdom referendum to exit the European Union (the "Brexit Referendum") may cause customersclients in these geographies to reduce their spending and materially adversely impact our business. Many of our customersclients are in the financial services and healthcare industries, so any decrease in growth or significant consolidation in these industries or regulatory policies that restrict these industries may reduce demand for our services. Economic and political developments in India, where a significant majority of our operations and technical professionalspersonnel are located, or in other countries where we maintain delivery operations, may also have a significant impact on our business and costs of operations. As a developing country, India has experienced and may continue to experience high inflation and wage growth, fluctuations in gross domestic product growth and volatility in currency exchange 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 promote the ease of doing business, such as tax incentives, and any change in policy or circumstances that results in the elimination of such benefits or degradation of the rule of law, or imposition of new adverse restrictions or costs on our operations could have a material adverse effect on our business, results of operations and financial condition.

Our success is dependent, in large part, on our ability to keep our supply of skilled professionals,employees, including project managers, IT engineers and senior technical personnel, in particular those with experience in key digital areas, in balance with customerclient demand around the world 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 professionalsemployees and retrain,reskill, retain, and motivate our workforce of hundreds of thousands of professionalsemployees with diverse skills and expertise in order to serve customerclient 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.team that, among other things, 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 jobs for IT professionalsopen positions than qualified persons to fill these jobs.positions. Our business has experienced and may continue to experience significant employee attrition, which may cause us to incur increased costs to hire new professionalsemployees with the desired skills. Costs associated with recruiting and training professionalsemployees are significant. If we are unable to hire or deploy professionalsemployees with the needed skillsets or if we are unable to adequately equip our professionalsemployees with the skills needed,

this could materially adversely affect our business. Additionally, if we are unable to maintain an employee environment that is competitive and contemporary,appealing, it could have an adverse effect on engagement and retention, which may materially adversely affect our business.

Achievement of our targeted growth rates requires continued significant organic growth of our 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 infrastructure to support such business growth. Continued business growth increases the complexity of our business and places significant strain on our management, personnel,employees, operations, systems, technical performance,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 retainreskill, as necessary, existing sales, technical, finance, marketing and management personnelemployees with the knowledge, skills and experience that our business model requires and effectively manage our personnelemployees worldwide to support our culture, values, strategies and goals. Additionally, we expect to continue pursuing strategic and targeted acquisitions investments and joint venturesinvestments to enhance our offerings of services and solutions or to enable us to expand our talent, experience and capabilities in certain geographic and other markets.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 unable 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 specific markets or services.

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 professionalsultimate cost savings that we employ.expect. We may not be able to efficiently utilize our professionalsemployees if increased regulation, policy changes or administrative burdens of immigration, work visas or outsourcingclient worksite placement prevents us from deploying our professionals globallyemployees on a timely basis, or at all, to fulfill the needs of our customers. Wageclients. Increases in wages and other cost pressurescosts may put pressure on our profitability. Fluctuations in foreign currency exchange rates can also have adverse effects on our revenues, income from operations and net income when items originally denominated in other currencies are translated or remeasured into U.S. dollars for presentation of our consolidated financial statements. We have entered into foreign exchange forward contracts intended to partially offset the impact of the movement of the exchange rates on future operating costs and to mitigate foreign currency risk on foreign currency denominated net monetary assets. However, 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. 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 customerclient contracts due to the fact that the substantial majority of our employees are in India while our contracts with customersclients are typically in the local currency of the country where our customersclients 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 consistent with our announced goals or at all depend on a variety of factors, including ourthe cash flow generated from operations, the amount and geographic location of 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 achievemaintain our capital return goalsstrategy may adversely impact our reputation with shareholders and shareholders’ perception of our business and the valuetrading price of our common stock.

under the contract terms or harm our reputation. CustomersThe 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 customers’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.

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 customers.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 customers,clients, are also critical to our ability to provide many of our services and solutions that address customerclient 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 customers.clients.

In order to provide our services and solutions, we depend on global information technology networks and systems, including those of third parties, to process, transmit, host and securely store electronic information (including our confidential information and the confidential information of our customers)clients) and to communicate among our locations around the world and with our customers,clients, suppliers and partners. Security breaches, employee malfeasance, or human or technological error could lead tocreate risks of shutdowns or disruptions of our operations and potential unauthorized access and/or disclosure of our or our customers’clients’ sensitive data, which in turn could jeopardize projects that are critical to our operations or the operations of our customers’ businesses. clients’ businesses and have other adverse impacts on our business or the business of our clients.

Like other global companies, we and the businessesclients and vendors we interact with have experiencedface 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 customerclient 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 whomwhich we interact, that results in confidential information being accessed by unauthorized or improper persons, could harm our reputation and expose us to regulatory actions, customerclient attrition due to reputational concerns or otherwise, containment and remediation expenses, disruption of our business, and claims brought by our customersclients 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 liability insurance.insurance at all. Techniques used by bad actors to obtain unauthorized access, disable or degrade service, or

sabotage systems continuously evolve frequently 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. IfAny remediation measures that we experience a datahave taken or that we may undertake in the future in response to the security breach, our reputation couldincident announced in April 2020 or other security threats may be damaged and we could be subjectinsufficient to additional litigation, regulatory risks and business losses.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. In the United States, forFor example, the Health Insurance Portability and Accountability Act imposes extensive privacy and security requirements governing the transmission, use and disclosure of protected health information by participants in the health care industry. The European Union’s General Data Protection Regulation which became effective in May 2018, imposes newhas imposed stringent compliance obligations regarding the handling of personal data and has significantly increasedresulted in the issuance of significant financial penalties for noncompliance. Additionally,In the Digital Information SecurityUnited 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 Healthcare Act is under considerationthe healthcare industry, which we serve. Additionally, in India, which proposed legislation includes significant penalties relatedthe Personal Data Protection Bill, 2019 continues to disclosuremake progress through the Indian Parliament. If enacted in its current form it would impose stringent obligations on the handling of healthcarepersonal 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 customersclients pursuant to our contractual obligations relating to our compliance with these regulations. Complying with changing regulatory

Our business model is dependent on our global delivery capability,capabilities, which includesinclude coordination between our main operating officesdelivery centers in India, our other global and regional delivery centers, the offices of our customersclients 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 may 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 city that has experienced severe rains, flooding and transmission equipmentdroughts in recent years and is located.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 a catastrophic event.events or longer term developments, such as the impacts of climate change. Any such disruption may result in lost revenues, a loss of customersclients and reputational damage, which would have an adverse effect on our business, results of operations and financial condition.

A substantial portion of our employees in the United States, United Kingdom, European Union and other jurisdictions rely on visas to work 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 provide services to customersclients in these jurisdictions, which could 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. If any such measure is enacted, our ability to provide services to our customersclients could be 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.

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 customersclients and business, legal claims by customersclients and damage to our reputation.

We face significant regulatory compliance costs and risks as a result of the size and breadth of our business. For example, 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 causescause 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 U.S. Department of Justice ("DOJ")DOJ and the SEC, each of which is nowboth 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.

The interpretation of tax laws and regulations in the many jurisdictions in which we operate 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 customers,clients, including applicable tax rates, and the interpretation and enforcement of such laws and regulations are subject to change as a result of economic, political and other factors, and any such changes or changes in tax accounting principles could increase our effective worldwide income tax rate and have a material adverse effect on our net earningsincome 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 operations and provide global tax efficiencies across the numerous jurisdictions, such as the United States, India and the United Kingdom, in which we operate. Failure to successfully adapt our corporate structure and intercompany arrangements to align with our evolving business operations and achieve global tax efficiencies may increase our worldwide effective tax rate and have a material adverse effect on our earnings and financial condition. For example, the Tax Cuts and Jobs Reform Act ("

Our worldwide effective income tax rate may increase as a result of these recent developments, changes in interpretations and assumptions made, and additional guidance that may be issued and the successful implementation of ongoing and future actions the Company has or may take with respect to our corporate structure and intercompany arrangements.

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 business. Our business is subject to the risk of litigation involving current and former 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.

We have major 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 used to deliver services to our customersclients across all four of our business segments. We lease 0.1 million square feet of office space for our worldwide headquarters in Teaneck, NJ. In total, we have offices and operations in more than 7485 cities in 37and 35 countries around the world.world, with our worldwide headquarters located in a leased facility in Teaneck, New Jersey in the United States.

We utilize a global delivery model with delivery centers worldwide, including in-country, regional and global delivery centers. We have over 2631 million square feet of owned and leased facilities for our delivery centers. Our largest delivery center presence is in India:India - Chennai (10 million square feet); Pune, Hyderabad (4 million square feet);, Pune (3 million square feet), Bangalore (3 million square feet) and Kolkata (3 million square feet); Bangalore (2 million square feet); and Hyderabad (2 million square feet). Our India delivery centers represent more than two-thirds - representing 88% of our total delivery centers on a square-foot basis. We also have a significant number of delivery centers in other countries, including the United States, Philippines, Canada, Mexico and countries throughout Europe.

We believe our current facilities are adequate to support our operations in the immediate future, and that we will be able to obtain suitable additional facilities on commercially reasonable terms as needed.

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, 2018,2020, we purchased 234,1270.2 shares at an aggregate cost of $17$18 million in connection with employee tax withholding obligations.

Cognizant is one of the world’s leading professional services companies, transforming clients’engineering modern business operating and technology models for the digital era. Our industry-based, consultative approach helps customers envision, build and run more innovative and efficient businesses. Our services include digital services and solutions, consulting, application development, systems integration, application testing, application maintenance, infrastructure services and business process services. Digital services are becominghave become an increasingly important part of our portfolio, of services and solutions and are often integrated or delivered alongaligning with our other services.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 customer locations and delivery teams located at customerclient locations and dedicated global and regional delivery centers.

The following table sets forth a summary of our financial results for the years ended December 31, 20182020 and 2017:2019:

We continue to expect the long-term focus of our clients to be on their digital transformation into software-driven, data-enabled, customer-centric and differentiated businesses. As our clients seek to optimize the cost of supporting their legacy systems and operations, including moving a portionour 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 and their demand for our digital operations services to captives, as they shift their spend to transformation and digital services;

The following table sets forth certain financial data for the three years ended December 31, 2018:31: