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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 ended
December 31, 20192022
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 Jersey07666
(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(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 every Interactive Data File required to be submitted 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 such files).                         Yes     No
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.
Large Accelerated FilerAccelerated Filer
Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller 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 28, 2019,30, 2022, based on $63.39 per$67.49 per share, the last reported sale price on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC on that date, was $34.9 billion.
The number of shares of Class A common stock, $0.01 par value, of the registrant outstanding as of February 7, 202010, 2023 was 548,637,106509,294,618 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 20202023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.


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GLOSSARY
Defined TermDefinition
10b5-1 PlanTrading plan adopted pursuant to Rule 10b5-1 under the Exchange Act
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
AustinCSIAustin CSI, LLC
CCConstant Currency
CITACommissioner of Income Tax (Appeals) in India
Class Action Settlement LossLoss recorded in connection with the filing of a settlement agreement that resolved the consolidated putative securities class action against us and certain of our former officers
CMTCommunications, Media and Technology
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, as amended
Credit Loss StandardASC Topic 326 "Financial Instruments - Credit Losses"
CTS IndiaOur principal operating subsidiary in India
D&IDiversity and Inclusion
DevbridgeDevbridge Group LLC
DevOpsAgile relationship between development and IT operations
DOJUnited States Department of Justice
DSODays Sales Outstanding
EPSEarnings Per Share
ESGEnvironmental, social and corporate governance
ESG MobilityESG Mobility GmbH
EUEuropean Union
Exchange ActSecurities Exchange Act of 1934, as amended
Executive CommitteeCognizant's Chief Executive Officer and his direct reports
FASBFinancial Accounting Standards Board
FCPAForeign Corrupt Practices Act
FSFinancial Services
GAAPGenerally Accepted Accounting Principles in the United States of America
High CourtMadras, India High Court
HRHuman Resources
HSHealth Sciences
HunterCertain net assets of Hunter Technical Resources, LLC
India Defined Contribution ObligationCertain statutory defined contribution obligations of employees and employers in India
India Tax LawNew tax regime enacted by the Government of India enacted December 2019
IPIntellectual property
Cognizant1December 31, 2022 Form 10-K



IoTInternet of Things
IRSInternal Revenue Service
ITInformation Technology
ITDIndian Income Tax Department
LiniumThe ServiceNow business of Ness Digital Engineering
MagenicMagenic Technologies, LLC
MobicaMOBICA HOLDINGS LIMITED
New Credit AgreementCredit agreement with a commercial bank syndicate dated October 6, 2022
New Term LoanUnsecured term loan under the New Credit Agreement
OneSource VirtualCertain net assets of OneSource Virtual, Inc. and OneSource Virtual (UK) Ltd.
PSUPerformance Stock Units
Purchase PlanCognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan, as amended
P&RProducts and Resources
ROURight of Use
RSURestricted Stock Units
SamlinkOy Samlink Ab
SCISupreme Court of India
SECUnited States Securities and Exchange Commission
Second CircuitUnited States Court of Appeals for the Second Circuit
ServianSVN HoldCo Pty Limited
SEZSpecial Economic Zone
SG&ASelling, general and administrative
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
TQSTQS Integration Limited
TriZettoThe TriZetto Group, Inc., now known as Cognizant Technology Software Group, Inc.
USDC-NJUnited States District Court for the District of New Jersey
USDC-SDNYUnited States District Court for the Southern District of New York
UtegrationUtegration, LLC
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Cognizant2December 31, 2022 Form 10-K


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 Exchange 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, in 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 margin, earnings, capital expenditures, impacts to our business, financial results and financial condition as a result of the competitive marketplace for talent and future attrition trends, anticipated effective income tax rate and income tax expense, liquidity, financing strategy, access to capital, capital return strategy, investment strategies, cost management, plans and objectives, including those related to our digital practice areas, investment in our business, potential acquisitions, industry trends, client behaviors and trends, the outcome of and costs associated with regulatory and litigation matters, the appropriateness of the accrual related to the India Defined Contribution Obligation 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, including inflation and the invasion of Ukraine by Russia, and in particular in the markets in which our clients and operations are concentrated;
our ability to attract, train and retain skilled employees, including highly skilled technical personnel and personnel with experience in key digital areas and senior management to lead our business globally, at an acceptable cost;
unexpected terminations of client contracts on short notice or reduced spending by clients for reasons beyond our control;
challenges related to growing our business organically as well as inorganically through acquisitions, and our ability to achieve our targeted growth rates;
our ability to achieve our profitability goals and maintain our capital return strategy;
the impact of future pandemics, epidemics or other outbreaks of disease, on our business, results of operations, liquidity and financial condition;
fluctuations in foreign currency exchange rates, or the failure of our hedging strategies to mitigate such fluctuations;
our ability to meet specified service levels or milestones required by certain of our contracts;
intense and evolving competition and significant technological advances that our service offerings must keep pace with in the rapidly changing markets we compete in;
legal, reputation and financial risks if we fail to protect client and/or our data from security breaches and/or cyber attacks;
climate change impact on our business;
the effectiveness of our risk management, business continuity and disaster recovery plans and the potential that our global delivery capabilities could be impacted;
restrictions on visas, in particular in the United States, United Kingdom and EU, or immigration more generally or increased costs of such visas or the wages we are required to pay employees on visas, which may affect our ability to compete for and provide services to our clients;
risks related to anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing, both of which could impair our ability to serve our clients;
risks and costs related to complying with numerous and evolving legal and regulatory requirements and client expectations in the many 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 intercompany arrangements, or adverse outcomes of tax audits, investigations or proceedings;
potential exposure to litigation and legal claims in the conduct of our business; and
the other factors set forth in Part I, in the section entitled “Item 1A. Risk Factors” in this report.
Cognizant3December 31, 2022 Form 10-K


You are advised to consult any further disclosures we make on related subjects in the reports we file with the 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.
Cognizant4December 31, 2022 Form 10-K

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PART I
Item 1. Business
Overview

Cognizant is one of the world’s leading professional services companies, transforming clients’ business, operatingengineering modern businesses and delivering strategic outcomes for our clients. We help clients modernize technology, models for the digital era. Our services include digital servicesreimagine processes and solutions, consulting, application development, systems integration, application testing, application maintenance, 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.transform experiences so they can stay ahead in a fast-changing world. We tailor our services and solutions to specific industries with an integrated global delivery model that employs client service and delivery teams based at client locations and dedicated global and regional delivery centers. Our services include digital services and solutions, consulting, application development, systems integration, quality engineering and assurance, application maintenance, infrastructure and security as well as business process services and automation. Digital services continue to be an important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses.
Our purpose, vision and values comprise the Cognizant agenda.
ctsh-20221231_g1.jpg
In order to achieve this vision and support our clients, we are continuing to focus our business on four strategic priorities to increase our commercial momentum and accelerate growth. These strategic priorities include:
Certain terms usedAccelerating digital - growing our digital business organically and inorganically;
Globalizing Cognizant - accelerating the growth of our business in this Annual Report on Form 10-K are definedkey international markets and diversifying our leadership, capabilities and delivery footprint;
Increasing our relevance to our clients - leading with thought leadership and capabilities to address clients' business needs; and
Repositioning our brand - improving global brand recognition and becoming better known as a global digital partner to the entire C-suite.
We seek to drive organic growth through investments in our digital capabilities across industries and geographies, including the extensive training and reskilling of our technical teams and the expansion of our local workforces in the United States and other markets around the world. Additionally, we pursue select strategic acquisitions that can expand our talent, experience and capabilities in key digital areas or in particular geographies or industries. In 2022, we completed two such acquisitions to complement the 16 acquisitions we completed during 2020 and 2021. See GlossaryNote 3 included at the end of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.to our consolidated financial statements for additional information.
Cognizant5December 31, 2022 Form 10-K

Reportable Business Segments

We go to market across ourseven industry-based operating segments, which are aggregated into four industry-basedreportable business segments. segments:
Financial Services (FS)
Banking
Insurance
Health Sciences (HS) - This reportable business segment is comprised of a single operating segment of the same name.
Products and Resources (P&R)
Retail and Consumer Goods
Manufacturing, Logistics, Energy and Utilities
Travel and Hospitality
Communications, Media and Technology (CMT) - This reportable business segment is comprised of a single operating segment of the same name.
Our clients seek to partner with service providers that have a deep understanding of their businesses, industry initiatives, customers, markets and cultures and the ability to create solutions tailored to meet their 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 like IoT, analytics, AI, digital engineering, cloud and automation.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 revenue growth and high client satisfaction, and we continue to invest in those digital capabilities that help to enable our clients to become modern businesses. 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 ServicesFS segment includes banking, capital markets, payments and insurance companies. Demand in this segment is driven by our clients’ need to beserve their customers while being compliant with significant regulatory requirements and adaptable to regulatory change, adopting and their adoption and integration ofintegrating digital technologies includingin order to do so. These digital technologies enable 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 to reduce complexity through packaged solutions and suppliers with embedded product partners.
Our HealthcareHS 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,the shift towards consumerism, outcome-based contracting, digital health and delivering integrated health management, claims investigative services and heightened focus on patient experience, as well asseamless, omni-channel, patient-centered experiences. These trends result in increased demand for services that drive operational improvements in areas such as clinical development, pharmacovigilance and manufacturing, as well 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 clinical trial designs, patient engagement and care outcomes.
Our Products and ResourcesP&R segment includes manufacturers, automakers, 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 and sustainability of their operations,operations; the enablement and integration of mobile platforms to support sales and other omni-channel commerce initiatives,initiatives; the generational shift from mechanical to software-defined, experience-driven vehicles; grid modernization to prepare for a decarbonized and consumer-driven energy landscape; 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 generatinginsight-generating data.
Our Communications, Media and TechnologyCMT segment includes information,global communications, media and entertainment, communicationseducation, information services and technology companies. Demand in this segment is driven by our clients’ needsneed for services related to create differentiateddigital content, the creation of personalized user experiences, transitionacceleration of digital engineering and access to agile development methodologies, enhance theirnew revenue streams to drive growth. In response to this demand, we are focusing on services and solutions in the areas of monetization of networks, manage their digital contentassets and adoptplatforms, as well as data modernization and integrate digital technologies, such as cloud, interactive and IoT.customer experience design.
Cognizant6December 31, 2022 Form 10-K

Table of Contents                                                

For the year ended December 31, 2019,2022, the distribution of our revenues across our four industry-basedreportable business segments was as follows:
revbyseg.jpg
See Note 2 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.
Services and Solutions
Our services include digital services and solutions, consulting, application development, systems integration, application testing, application maintenance, infrastructure services and business 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 investment in four key areas of digital: IoT, AI, digital engineering and cloud. These four capabilities enable clients to put data at the core of their operations, improve the experiences they offer 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 upon the backbone of their existing legacy systems. Also, clients often look for efficiencies in the way they run their operations so they can fund investments in new digital technologies. We believe our deep knowledge of their 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 and effective. We deliver all of our services and solutions across our four industry-based business segments to best address our clients' individual needs.
We seek to drive organic growth through investments in our digital capabilities across industries and geographies, including the extensive training and re-skilling of our technical teams and the expansion of our local workforces in the United States and other markets around the world where we operate. Additionally, we pursue select strategic acquisitions, joint ventures, investments and alliances that can expand our digital capabilities or the geographic or industry coverage of our business. In 2019, we completed five such acquisitions:
Mustache, a creative content agency based in the United States, that extends our capabilities in creating original and branded content for digital, broadcast and social mediums;
Meritsoft, a financial software company based in Ireland, that complements our service offerings to capital markets institutions;
Samlink, a developer of services and solutions for the financial sector based in Finland, that strengthens our banking capabilities and brings with it a strategic partnership with three Finnish financial institutions to transform and operate a shared core banking platform;
Zenith, a life sciences company based in Ireland, that extends our service capabilities for connected biopharmaceutical and medical device manufacturers; and
Contino, a technology consulting firm that extends our capabilities in enterprise DevOps and cloud transformation.

We have organized our services and solutions into four practice areas: Digital Business, Digital Operations, Digital Systems and Technology and Consulting. These practice areas are supported by Cognizant Accelerator.
practiceareas.jpg
Digital Business
Our digital business practice helps clients build modern enterprises. Areas of focus within this practice area are:
interactive, which is our global network of studios that help clients craft new experiences; 
application modernization, which updates legacy applications using modern technology stacks; 
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; and
digital engineering, which designs, engineers, and delivers software that powers modern businesses.
Digital Operations
Our digital operations practice helps clients rethink their operating models by assessing their existing processes and recommending automation and change management, allowing clients to fundamentally transform how their processes run while also realizing cost savings benefits from these process improvements. Areas of focus within this practice area are:
automation, analytics and consulting for business process outsourcing;
platform-based operations; and
core business process operations.
We have extensive knowledge of core front office, middle office and back office processes, including finance and accounting, research and analytics, procurement and data management, which we integrate with our industry and technology expertise to deliver targeted business process services and solutions.
Digital Systems & Technology
Our digital systems and technology practice helps clients reshape their technology models to simplify, modernize and secure the enabling systems that form the backbone of their business. With cloud becoming an essential catalyst for large-scale transformation efforts, cloud adoption is driving changes across the entire IT value chain. Areas of focus within this practice area include:
enterprise application services;
application development and maintenance;
quality engineering and assurance;
cloud;
infrastructure; and
security.
Consulting
Our consulting practice helps clients drive the changes that the evolving technology landscape requires of their organizations by providing global business, process, operations and technology consulting services. Our consulting professionals and domain experts from our industry-based business segments work closely with our practice areas to create modern frameworks, platforms and solutions that leverage a wide range of digital technologies across our clients’ businesses to deliver higher levels of efficiency and new value for their customers.
Cognizant Accelerator
Cognizant Accelerator supports our business segments and four practice areas by developing innovative and practical offerings for clients' emerging needs through the application of new technologies.

Global Delivery Model
We utilize a global delivery model, with delivery centers worldwide to provide the full range of services we offer to our clients. Our delivery 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 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.
Sales and Marketing
We market and sell our services directly through our professional staff, senior management and direct sales personnel operating out of our many offices around the world. We are increasing our investment in sales and marketing professionals to help us expand existing accounts and acquire new ones, and amplify our brand's stature in the marketplace. These new investments are designed to support and enhance the sales and marketing group, which works with our client delivery team as the sales process moves closer to a client's selection of a services provider. The duration of the sales process may vary widely depending on the type and complexity of services.
Clientsctsh-20221231_g2.jpg
The services we provide are distributed among a number of clients in each of our reportable business segments. Revenues from our top clients as a percentage of total revenues were as follows:
  For the years ended December 31,
  2019 2018 2017
Top five clients 7.9% 8.6% 8.9%
Top ten clients 14.6% 15.4% 14.9%
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 2 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 reportable business segments.

Services and Solutions
Our services include digital services and solutions, consulting, application development, systems integration, quality engineering and assurance, application maintenance, infrastructure and security as well as business process services and automation. 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 digital, with a focus on four key areas: IoT, digital engineering, data 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, automate operations, 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, which can increase complexity and impact business continuity. In the fourth quarterpost-pandemic environment, our clients have a sustained need to modernize their businesses, which has led to increased demand for digital capabilities such as mobile workplace solutions, e-commerce, automation, AI and cybersecurity services and solutions. We believe our deep knowledge of 2019,our clients' infrastructure and systems provides us with a significant advantage as we announcedwork with them to build new digital capabilities to make their operations more modern and intuitive. We deliver all of our services and solutions across our four reportable business segments to best address our clients' individual needs.
Our services and solutions are organized into four integrated practices to simplify our operating model and better serve our clients through integrated solutioning and delivery. These integrated practices are Core Technologies and Insights, Enterprise Platform Services, Intuitive Operations and Automation, and Software and Platform Engineering. Our consulting professionals have deep industry-specific expertise and work closely across our practices to create intuitive operating models that leverage a wide range of digital technologies across our clients’ enterprises to deliver higher levels of efficiency, new value for their customers and business outcomes that align to their industries.
Core Technologies and Insights
Our Core Technologies and Insights integrated practice helps clients build agile and relevant organizations that apply the power of cloud, data, software, and IoT to help them perform better and innovate faster. Our clients are able to harness data securely in cloud-first architectures, enabling them to become highly resilient enterprises that are capable of quickly adapting to market dynamics. Areas of focus within this practice are:
Cloud, infrastructure and security, which helps simplify, modernize and safeguard IT environments, creating new business opportunities;
AI and analytics, which helps clients formulate actionable insights from unstructured data to drive a greater understanding of their customers and operations; and
IoT, which unlocks greater productivity and new business models.
Cognizant7December 31, 2022 Form 10-K

Enterprise Platform Services
Our Enterprise Platform Services integrated practice helps our clients digitally transform multiple front- and back-office business processes, implementing enterprise-wide platforms that enable customer experience, customer relationship management, human capital management, supply chain management, enterprise resource planning and finance. Our services decrease time to market, drive efficiencies and deliver impactful experiences. Our clients are able to better share information, simplify IT processes, automate workflow and improve flexibility. This practice focuses on application services, which help enterprises engage their partner ecosystems more productively, and run their operations and financial organizations more efficiently while enabling improved employee and customer experiences. We work closely with partners including Adobe, Amazon Web Services, Cisco, Google, Microsoft, Oracle, Pegasystems, Salesforce, SAP, ServiceNow, Workday and many others.
Intuitive Operations and Automation
Our Intuitive Operations and Automation integrated practice helps clients build and run modern operations through two main vehicles: intelligent automation and business process outsourcing services.Our automation advisory, implementation and managed services experts partner with clients to transform end-to-end processes, design and manage the next-generation human and digital workforce, enable seamless experiences and achieve multi-fold productivity increases. Our business process outsourcing services help clients transform and run functions and industry-specific processes such as finance and accounting, omni-channel customer care, loan origination, annotation services, location-based services and medical data management. Areas of focus are:
Business process outsourcing services, which help deliver business outcomes including revenue growth, increased customer and employee satisfaction, and cost savings; and
Intelligent automation, which includes advisory and process and IT automation solutions designed to simplify and accelerate automation adoption.
Software and Platform Engineering
Our Software and Platform Engineering integrated practice helps clients develop modern enterprises through digital products, services and solutions that help them improve employee experiences and deliver new value for their customers. Our clients are able to leverage data, technologies and our digital engineering, design and product development capabilities to build world-class experiences, and a responsive, agile and intuitive framework for continuous innovation. Areas of focus are:
Digital engineering, which delivers modern business software; and
Application development and management, which improves or reimagines applications.
Global Delivery Model
We operate in an integrated global delivery model, with delivery centers worldwide to provide our full range of services to our clients. Our delivery 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 clients. As we will exit certain content-related work that is notcontinue to scale our digital services and solutions, we are focused on hiring in line withthe United States and other countries where we deliver services to our long-term strategic vision forclients to expand our in-country delivery capabilities. Our extensive facilities, technology and communications infrastructure are designed to enable the Company. We intend to exit this work in 2020effective collaboration of our global workforce across locations and this may negatively impact our relationship with the affected clients and the revenues from other services we provide to them. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information.geographies.
Competition
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 companies, 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,Consulting, 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. For additional information, see Part I, Item 1A. Risk Factors.
Cognizant8December 31, 2022 Form 10-K

The principal competitive factors affecting the markets for our services include the provider’s reputation and experience, vision and strategic advisory 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:
investments to scale our digital services;
our recruiting, training and retention model;
our global delivery model;
an entrepreneurial culture and approach to our work;
a broad client referral base;
investment in process improvement and knowledge capture;
financial stability and good corporate governance;
continued focus on responsiveness to client needs, quality of services and competitive prices; and
project management capabilities and technical expertise.

Intellectual Property, Certain Trademarks, Trade Names and Service Marks
We provide value to our clients based, in part, on our proprietary innovations, methodologies, software, reusable knowledge capital and other 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 Cognizant brand, which is one of our most valuable assets.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 of varying duration, relating to our products and services. We also have policies requiring our employees 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, other than our Cognizant brand.
Cognizant® 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.
EmployeesThis Annual Report on Form 10-K includes trademarks and service marks owned by us. This Annual Report on Form 10-K also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report on Form 10-K may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
Workforce
We had approximately 292,500355,300 employees at the end of 2019,2022, with approximately 46,400258,500 in India, 41,100 in North America, approximately 21,20018,200 in Continental Europe, 9,200 in the United Kingdom and approximately 224,90028,300 in various other locations throughout the rest of the world, including approximately 203,700world. This represents an increase of 24,700 employees as compared to December 31, 2021. We utilize subcontractors to provide additional capacity and flexibility in India.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.

We balance the portion of our employees 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. For additional information, see Part I, Item 1A. Risk Factors.

Cognizant9December 31, 2022 Form 10-K

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 clients. We aim for our employees to 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:
Engagement & Retention: We regularly monitor employee engagement and retention levels, and assess employee sentiment through third-party engagement surveys, leader listening sessions and interactions on our internal channels. On an annual basis, after each engagement survey, we develop and communicate clear action plans to continue to build on our strengths and address shortfalls. In 2022, we saw meaningful increases in our employee engagement results, including scores above benchmark across multiple categories.
Competition for skilled employees in the current labor market is intense, and we experienced significantly elevated attrition during 2022. We continue to enhance our employee value proposition and our pay-for-performance approach as well as increase our efforts with respect to recruitment, talent management and employee engagement. For the three months ended December 31, 2022 and 2021, our annualized attrition rate, including both voluntary and involuntary, was 25.3% and 34.6%, respectively. Our attrition rate for the years ended December 31, 2022 and 2021, including both voluntary and involuntary, was 31.7% and 30.8%, respectively.
Advancing Diversity & Inclusion: We strive to continually improve upon D&I 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 D&I efforts include:
Global D&I organization embedded within our HR function to drive accountability through our people processes and systems;
Global D&I training and programs, including allyship, psychological safety, and inclusive mindset training for leaders;
Progressive hiring policies and initiatives:
a diverse candidate pipeline initiative to ensure a more diverse interview slate at the Vice President level and above;
our Returnship Program, a 12-week paid, immersive experience for experienced professionals who have taken an extended career break;
Seven global affinity groups sponsored by Executive Committee members that welcome, nurture and provide safe spaces in which our employees can share their unique interests and aspirations;
For the first time in 2022, Executive Committee compensation included a metric focused on gender diversity globally, and developing and retaining talent. In addition, every leader at the level of director and above has a goal for hiring and retaining women at the senior manager level and above in their business area;
Our sponsorships with the PGA, LPGA, where we doubled the Cognizant Founders Cup purse, and the Aston Martin Cognizant Formula One Team, where we partnered with Racing Pride to promote LGBTQ+ inclusivity in motor racing, demonstrate our commitment to equality and furthering diversity and inclusion around the world; and
In 2022, Cognizant earned a perfect score on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index, a foremost benchmarking survey related to LGBTQ+ workplace equality.

As of December 31, 2022, we employed approximately 134,000 women, or 38% of our workforce, as compared to approximately 123,000 women, or 38% of our workforce, as of December 31, 2021.
In our 2022 engagement survey, D&I continued to score higher than external benchmarks, showing as a consistent strength for Cognizant.
Cognizant10December 31, 2022 Form 10-K

High Performance Culture: We aim to create a work environment where every person is inspired to achieve, driven to perform and rewarded for their contributions. Our culture of meritocracy fosters individual and team high performance to fuel our growth.
Highlights include:
Annual performance-based promotions and merit increases for eligible associates at all levels;
Encouraging regular role movement and career growth through our internal job moves initiative. This program is enhancing career velocity and bringing fresh thinking to our clients as employees identify new lateral and next-level opportunities across our organization; and
Continuously fostering a culture focused on recognition, Cognizant has created programs to reward all levels of employees through both monetary recognition as well as peer-driven non-monetary recognition.
Learning & Upskilling: From campus hire training for entry-level workforce to providing capability assurance programs for professional practitioners, our skilling ecosystem offers growth for associates at all levels. Training our talent in new digital skills supports career growth, internal talent movement, and brings seasoned Cognizant associates to projects. These trainings are provided in collaboration with the world’s leading educational and technology partners.
Highlights include:
Robust technical programs that reskill and upskill our employees with a focus on building digital skills in areas such as IoT, digital engineering, data and cloud;
Innovative pre-employment training programs for graduates and early to mid-career professionals that focus on cultivating technology skills required for the next-generation workforce;
Our in-house, access-from-anywhere learning experience platform provides a marketplace recognizing both formal and informal learning, as well as recommended learning journeys;
A platform-driven mentorship program connects mentees with mentors across the global organization to learn and develop;
Development plans for all levels to encourage employees to own and prioritize their growth; and
Our approach to talent development has been recognized by leading learning and development organizations, such as the Association for Talent Development and the Brandon Hall group.
Leadership Development & Talent Management: Cognizant continuously fosters its pipeline of diverse, high-performing leaders who have the breadth and versatility to drive growth. We are focused on building leadership capability at all levels - whether someone is a first-time manager, taking on a larger team or scope of responsibility, or leading at an executive level - through continuous assessment and high impact development opportunities.
Highlights include:
Targeted talent programs for key talent pools that include various training opportunities, digital leadership programs, custom leadership development initiatives and leadership transition programs to equip employees for taking on a leadership role;
Fast-tracking high-performing and high-potential leadership talent through personalized assessments, executive coaching and executive education programs;
More than 1,000 leaders have participated in our LEAD@Cognizant partnership with Harvard University, which 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;
Accelerating a diverse leadership pipeline through programs like Propel, an initiative focused on priming the next level of women leaders within Cognizant. More than 1,200 women have progressed through this initiative; and
Periodic talent processes such as talent reviews aim to help individuals develop in role and prepare for the future, while strengthening our leadership pipeline overall.
Cognizant11December 31, 2022 Form 10-K

Supporting Wellbeing at Work and Home: Our Be Well program offers a portfolio ofbenefits and rewards across all dimensions of wellbeing - physical, mental, financial and life & work. These offerings aim to care for the diverse needs of our employees to assist them in feeling resilient, innovative and engaged. These include total compensation programs, health benefits, risk protection coverage, overall wellbeing and family care, tax savings programs, income protection, retirement and financial planning resources, time off programs, recognition and voluntary programs. We continually review and enhance our offerings to best meet the needs of today's modern workforce.
Highlights include:
Our WorkFlex program, which provides employees greater flexibility to complete their required hours outside their standard schedule or to transition to a part-time schedule to accommodate personal priorities. In 2022, we expanded this program, making it available to more geographies;
We ensure access and support for all employees globally for mental health through a robust Employee Assistance Program. In 2022, we expanded mental health insurance coverage in many countries;
We provide various resources and access to third party mental health platforms, webinars, and events throughout the year. This includes global and regional wellbeing challenges that bring employees and their families together (in person and virtually) to partake in physical activities and mental health events; and
Managers are equipped with tools and resources to support the engagement and wellbeing of their teams. This includes guides and training on topics such as engaging hybrid teams, preventing fatigue and burnout, and more.
Environmental, Social and Corporate Governance
We believe integrating ESG considerations into our strategy will help us meet client and other stakeholder expectations. Responsible operations and transparency around environmental and social efforts are increasingly important to our stakeholders, which is why our ESG program is designed to align with our clients’ and employees’ increasing focus on ESG-related topics in our value chain, including but not limited to, our supply chain, delivery and solutions. In 2022, we took the following steps to advance our ESG agenda:
In 2022, we focused on engaging our associates on sustainability and community efforts, such as skills-based volunteering, on team and culture building through social impact and voluntary training on sustainability fundamentals. Employees who participated in our affinity groups or Outreach programs had a lower attrition rate than Company average in 2022;
In June 2022, we issued our ESG report with limited assurance on greenhouse gas emissions data. We continue to report against criteria aligned to GRI (Global Reporting Index), SASB (Sustainability Accounting Standards Board) and TCFD (Taskforce on Climate-related Financial Disclosures); and
In April 2022, we set a near-term target of sourcing 100% renewable energy for all our global offices and facilities by the end of 2026. Additionally, we continue in our commitment to drive towards reducing our greenhouse gas emissions. This commitment calls for reducing emissions from the Company's global operations and supply chain by 50% by 2030, and by 90% by 2040, in each case compared to our 2019 emissions baseline. Where absolute emissions reductions are not physically or financially viable, we plan to use carbon offsets.
Governmental Regulation
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 as well as the "Business Outlook" section within Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Executive Summary.

Cognizant12December 31, 2022 Form 10-K

Information About Our Executive Officers
The following table identifies our current executive officers:
Name Age Capacities in Which Served 
In Current
Position Since
Brian Humphries (1)
 46
 Chief Executive Officer 2019
Karen McLoughlin (2)
 55
 Chief Financial Officer 2012
Robert Telesmanic (3)
 53
 Senior Vice President, Controller and Chief Accounting Officer 2017
Matthew Friedrich (4)
 53
 Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary 2017
Becky Schmitt (5)
 46
 Executive Vice President, Chief People Officer 2020
Dharmendra Kumar Sinha (6)
 57
 Executive Vice President and President, North America 2019
Santosh Thomas (7)
 51
 Executive Vice President and President, Global Growth Markets 2016
Malcolm Frank (8)
 53
 Executive Vice President and President, Cognizant Digital Business 2019
Balu Ganesh Ayyar (9)
 58
 Executive Vice President and President, Cognizant Digital Operations 2019
Greg Hyttenrauch (10)
 52
 Executive Vice President and President, Cognizant Digital Systems & Technology 2019
Pradeep Shilige (11)
 51
 Executive Vice President and Head of Global Delivery 2019
NameAgeCapacities in Which ServedIn Current
Position Since
Ravi Kumar S51Chief Executive Officer2023
Jan Siegmund58Chief Financial Officer2020
Robert Telesmanic56Senior Vice President, Controller and Chief Accounting Officer2017
John Kim55Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary2021
Rebecca Schmitt49Executive Vice President, Chief People Officer2020
Balu Ganesh Ayyar61Executive Vice President and President, Intuitive Operations and Automation2019
Surya Gummadi46Executive Vice President and President, Americas2023
Robert Walker49Executive Vice President and President, Global Growth Markets2022
 
(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 his positions from 2013 to 2017 included President and Chief Operating Officer of Dell’s Infrastructure Solutions Group, President of Dell’s Global Enterprise Solutions, and Vice President and General Manager, EMEA Enterprise Solutions. 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
Ravi Kumar Singisetti (also referred to as Ravi Kumar S or Ravi Kumar) has been our Chief Executive Officer since January 2023. Prior to joining Cognizant, Mr. Kumar was the President of Infosys, where he led the Infosys Global Services Organization across all global industry segments from January 2016 to October 2022. While serving as President of Infosys, he also served as Chairman of the Board of various Infosys subsidiaries. Prior to such role, Mr. Kumar served in positions of increasing authority at Pricewaterhouse Coopers, Cambridge Tech Partners, Oracle Corporation, Sapient and Infosys. He is a member of the Board of Directors of Digimarc Corporation, where he is a member of the Compensation & Talent Management Committee and the Market Development Committee, and Transunion, where he is a member of the Compensation Committee and the Mergers, Acquisitions and Integration Committee. Mr. Kumar has a bachelor’s degree in Engineering from Shivaji University and an M.B.A. from Xavier Institute of Management, India.

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 and a member of the Compliance 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.

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 Development, and Chief Financial Officer of HP Services. The early part of his career was spent with Compaq and Digital Equipment Corporation. He holds a bachelor’s degree in Business Administration from the University of Ulster, Northern Ireland.
(2)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 chair of the Finance and Investment Policy Committee. Ms. McLoughlin has a Bachelor of Arts degree in Economics from Wellesley College and an MBA degree from Columbia University.
(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)Matthew Friedrich has been our Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary since May 2017.

John Kim has been our Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary since March 2021. Previously, he served as our Senior Vice President and Deputy General Counsel, Global Commercial Contracts. Prior to joining Cognizant in 2019, Mr. Kim held a variety of senior leadership roles at Capgemini from January 2012 to November 2019, including Global Head of Big Deals. Prior to joining Cognizant, Mr. Friedrich served as Chief Corporate Counsel for Chevron Corporation from 2014 to 2017. Mr. Friedrich was a partner with the law firms of Freshfields Bruckhaus Deringer LLP and Boies Schiller & Flexner LLP prior to his role with Chevron. Mr. Friedrich began his legal career in 1995 as a federal prosecutor with the DOJ, 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 has served as a member of the Council on Foreign Relations since 2016, as a member of the Board of Directors of the U.S.-India Business Council since 2018 and as a member of the Board of Directors of the US Chamber of Commerce, Litigation Center since 2018. 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. Following law school, Mr. Friedrich clerked for U.S. District Judge Royal Furgeson in the Western District of Texas.
(5)Becky Schmitt has been our Executive Vice President, Chief People Officer since February 2020. Prior to joining Cognizant, Ms. Schmitt 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.
(6)Dharmendra Kumar Sinha has been our Executive Vice President and President, North America since June 2019. Prior to that, he served as Executive Vice President and President, Global Client Services from December 2013 until June 2019. He has also served as President and a director of the Cognizant U.S. Foundation, a non-profit organization, since April 2018. 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.
(7)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 R.V. College of Engineering in Bangalore, India and a Postgraduate Diploma in Business Management from Xavier School of Management, India.
(8)Malcolm Frank has been our Executive Vice President and President, Cognizant Digital Business since May 2019. Prior to that, he served as Executive Vice 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 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 Yale University.
(9)Balu Ganesh Ayyar has been our Executive Vice President and President, Cognizant Digital Operations since August 2019. Prior to joining Cognizant, Mr. Ayyar was the CEO of Mphasis, a global IT services company listed in India, from 2009 to 2017. Prior to Mphasis, Mr. Ayyar spent nearly two decades with Hewlett-Packard, holding a variety of leadership roles across multiple geographies.
(10)Greg Hyttenrauch has been our Executive Vice President and President, Cognizant Digital Systems & Technology since December 2019. 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. HyttenrauchKim served as U.S. Counsel for WNS Global Services from July 2009 to June 2011 and held positions with CSCa variety of leadership roles at Cendant Travel Distribution Services (now known as Travelport) from January 2001 to June 2006, including General Counsel and EDS.Chief Compliance Officer. He began his career with 13 years in the Canadian military, rising to the rank of captain. Mr. Hyttenrauch holds a bachelor’s degree in Mechanical EngineeringEnglish Literature from Columbia University and obtained his law degree from Cornell Law School.

Rebecca (Becky) Schmitt has been our Executive Vice President, Chief People Officer since February 2020. Prior to joining Cognizant, Ms. Schmitt was the Royal Military CollegeChief People Officer of CanadaSam’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 an MBAas VP, HR - Technology from February 2016 until October 2016. Prior to joining Walmart, Ms. Schmitt spent over 20 years with Accenture plc in International Managementvarious human resources roles, culminating in her role as HR Managing Director, North America Business from theMarch 2014 through February 2016. Ms. Schmitt has a Bachelor of Arts degree from University of Ottawa.Michigan, Ann Arbor.


(11)CognizantPradeep Shilige has been the Executive Vice President and Head of Global Delivery at Cognizant since July 2019. Prior to that, he served as Executive Vice President, Global Delivery and Digital Systems & Technology at Cognizant from 2015 through June 2019. Mr. Shilige has held multiple other leadership roles at Cognizant since joining the organization in 1996. Mr. Shilige is a member of the IT Services Council of NASSCOM, the premier industry association for the IT-BPM sector in India since 2017. He has a bachelor’s degree in Computer Engineering from the National Institute of Technology in Karnataka, India.13December 31, 2022 Form 10-K

Table of Contents
Balu Ganesh Ayyar has been our Executive Vice President and President, Intuitive Operations and Automation since July 2022. Previously, he was Executive Vice President and President, Digital Operations from August 2019 to June 2022. Prior to joining Cognizant, Mr. Ayyar was the CEO of Mphasis, a global IT services company listed in India, from 2009 to 2017. Prior to Mphasis, Mr. Ayyar spent nearly two decades with Hewlett-Packard, holding a variety of leadership roles across multiple geographies.

Surya Gummadi has been our Executive Vice President and President, Americas since January 2023. He held the role on an interim basis from late June 2022 to January 2023. Prior to being appointed President of the Americas, Mr. Gummadi served as Senior Vice President of our Health Sciences business segment from April 2022 to January 2023, Senior Vice President and head of our Healthcare business from July 2020 to April 2022, Vice President and market leader of our Healthcare business from February 2020 to July 2020 and Vice President and market head for our Health Plans business from October 2017 to February 2020. Prior to that, he served in a variety of roles in his 24-year tenure with Cognizant. He holds a degree in mechanical engineering from Indian Institute of Technology, Bombay.

Robert Walker has been our Executive Vice President and President, Global Growth Markets, which covers all of Cognizant’s markets outside of North America, since June 2022. From January 2021 to June 2022, he served as Managing Director of our United Kingdom & Ireland business. Prior to joining Cognizant, Mr. Walker spent 24 years at Ernst & Young, including from 2006 to 2020 as a partner, including risk advisory services and most recently helping clients improve the efficiency of their business using emerging technologies and digital capabilities across a wide range of sectors and industries. He holds a bachelor’s degree in Economics from Newcastle University and is a chartered accountant.

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 publicour SEC filings with the SECavailable 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: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.

The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically 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 Related to our Business and Operations
Our results of operations could be adversely affected by economic and political conditions globally and in particular in the markets in which our clients and operations are concentrated.
Global macroeconomic conditions have a significant effect on our business as well as the businesses of our clients. Volatile, negative or uncertain economic conditions could cause our clients to reduce, postpone or cancel spending on projects with us and could make it more difficult for us to accurately forecast client demand and have available the right resources to profitably address such client demand. The short-term nature of contracts in our industry means that actions by clientsClients 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 client demand supports.
Our business is particularly susceptible to economic and political conditions in the markets where our clients or operations are concentrated. Our revenues are highly dependent on clients located in the United States and Europe, and any adverse economic, political or legal uncertainties or adverse developments, including due to the uncertainty related to the potential economic environment and regulatory impacts of the United Kingdom's exit from the European Union,inflation, may cause clients in these geographies to reduce their spending and materially adversely impact our business. Many of our clients 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 Indiacountries 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.
If we are unable to attract, train and retain skilled professionals,employees to satisfy client demand, including highly skilled technical personnel to satisfy client demand 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 professionals,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 world and on our ability to attract and retain senior management with the knowledge and skills to lead our business globally. Each year,In 2021 and most of 2022, we, must hire tensand we believe the IT industry as a whole, experienced unprecedented attrition. As a result, we hired over a hundred thousand new employees in each of thousands of new professionals2021 and 2022. Correspondingly, we have needed to reskill, retain, integrate and motivate our large workforce of hundreds of thousands of professionals 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. The rate of attrition began to decrease in the second half of 2022, but if such attrition levels do not continue to decrease or if they increase again in the future, it could materially adversely affect our business. We also must continue to maintain an effectivea senior leadership 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 in which we operate and in key digital areas, there are more jobs for IT professionalsopen positions than qualified persons to fill these jobs.positions. We compete for employees not only with other companies in our industry but also with companies in other industries, such as software services, engineering services and financial services companies. Our business has experienced significantand may continue to experience significant employee attrition, which may causehas caused us to incur increased costs to hire new professionalsemployees with the desired skills. While we strive to adjust pricing to reduce the impact of compensation increases on our operating margin, we may not be successful in recovering these increases, which could adversely affect our profitability and operating margin. 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.

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Additionally, if we are unable to maintain an employee environmentoffer our employees a value proposition that is competitive and contemporary,appealing, it could have an adverse effect on engagement and retention, which may materially adversely affect our business.
our contracts with clients are short-term, and our business, results of operations and financial condition could be adversely affected if our clients terminate their contracts on short notice.

Consistent with industry practice, many of our contracts with clients are short-term or can be terminated by our clients with short notice and without significant early termination cost. Even if not terminated, clients may be able to delay, reduce or eliminate spending on the services and solutions we provide, choose not to retain us for additional stages of a project, try to renegotiate the terms of a contract or cancel or delay additional planned work. Terminations and such other events may result from factors that are beyond our control and unrelated to our work product or the progress of the project, including the business, financial or labor conditions of a client, changes in ownership, management or the strategy of a client or economic or market conditions generally or specific to a client’s industry. When contracts are terminated or spending delayed, we lose the anticipated revenues and might not be able to eliminate our associated costs in a timely manner. In particular, the loss of a significant client or a few significant clients could materially reduce revenues for the Company as a whole or for a particular business segment. In addition, 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.
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 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.growth and ensure that our service offerings remain responsive to market demand. 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. Our ability to successfully manage change associated with the various business transformation initiatives is critical for the overall strategy execution. We must continually recruit and train new personnel andemployees, retain and reskill, 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 andin the timeframe we expect or at all, such opportunities may divert our management's time and focus away from our core business.business and realizing the desired results of a particular transaction may depend upon competition, market trends, additional costs or investments and the actions of suppliers or other third parties. 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. structure, and these risks may be magnified by the size and number of transactions we execute.
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.
We may not be able to achieve our profitability goals and maintain our capital return goals.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 (including changes in our internal organizational structure) and the cost of our operations, especially the compensation and benefits costs of the professionals we employ.our employees. We have incurred, and expect tomay 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 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 clients. Our utilization rates are further affected by a number of factors, including our ability to transition employees from completed projects to new assignments, hire and assimilate new employees, forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforce and manage attrition, and our need to devote time and resources to training, professional development and other typically non-chargeable activities. Increases in wages and other costs, including as a result of attrition, may also put pressure on our
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profitability. Our profitability is also impacted by our ability to accurately estimate, attain and sustain revenues from client engagements, margins and cash flows over contract periods and general economic and political conditions.
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 carry out 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.
Pandemics, epidemics or other outbreaks of disease have had and may in the future have a material adverse impact upon our business, liquidity, results of operations and financial condition.
The COVID-19 pandemic had, and any future pandemic, epidemic or other outbreak of disease may have, widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets and business practices by, among other things, causing significant loss of life, curtailing congregation of people and disrupting communications and travel. This or other similar events 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 were significantly impacted by the COVID-19 pandemic and could be impacted by other future pandemics, epidemics or other outbreaks of disease. Such outbreaks could reduce demand for our services, particularly in regions or industries that are significantly impacted by such events.
Delivery challenges – Due to the closures of many of our clients' facilities, including as a result of various orders from national, state or local governments, we faced challenges in delivering services to our clients and satisfying contractually agreed upon service levels during the COVID-19 pandemic and could face such closures in future pandemics, epidemics or other outbreaks of disease. The COVID-19 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 employees may normally work, impacted our ability to deliver services to clients. A similar future pandemic, epidemic or other outbreak of disease, or a future security incident during such circumstances, could materially impair our ability to deliver services to clients.
Increased strain on employees and management – The significant challenges presented by a pandemic, such as the potentially life-threatening health risks to employees and their loved ones and the unavailability of various services our employees may rely upon, such as childcare, were and may in future pandemics, epidemics or other outbreaks of disease be a cause of employee morale concerns and may adversely impact employee productivity. Addressing these employee morale and productivity concerns as well as other significant challenges presented by such events, including various business continuity measures demands significant management time and attention.
The ultimate extent to which any future pandemics, epidemics or other outbreaks of disease impact 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 severity of the disease to which the pandemic, epidemic or other outbreak relates; delivery, adoption and effectiveness of vaccines or other treatments for the disease, including any variants; the duration and extent of the event 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, and our ability to access the capital markets may be limited. Further, any future pandemic, epidemic or other outbreak of disease, and the volatile regional and global economic conditions stemming from such an event, could precipitate or aggravate the other risk factors that we identify in this report, any of which could have a material adverse impact to our business.
Fluctuations in foreign currency exchange rates, or the failure of our hedging strategies to mitigate such fluctuations, can adversely impact our profitability, results of operations and financial condition.
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
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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 consistent with our announced goals or at all depend on a variety of factors, including our 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 achieve our capital return goals may adversely impact our reputation with shareholders and shareholders’ perception of our business and the value 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 measuresrequirements could significantly reduce or eliminate 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 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, or there are unintended consequences of new designs or uses, 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 damagedamages 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 resulted, and could in the future result, in significant losses on such contracts. Further, if we do not accurately estimate the effort, costs or timing for meeting our contractual commitments or completing engagements to a client's satisfaction, our contracts could have delivery inefficiencies and be less profitable than expected or unprofitable.
We face intense and evolving competition and significant technological advances that our service offerings must keep pace with significant technological advances 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.” We compete on the basis of reputation and experience, strategic advisory capabilities, digital services capabilities, performance and reliability, responsiveness to customer needs, financial stability, corporate governance and competitive pricing of services. The less we are able to differentiate our services and solutions and/or clearly convey the value of our services and solutions, the more difficulty we have in winning new work in sufficient volumes and at our target pricing and overall economics. In addition to large, global competitors, we face competition in many geographic markets from numerous smaller, local competitors in many geographic markets 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, the short-term nature of contracts in our industry and the long-term 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. Competitors may also be willing, at times, to take on more risk or price contracts lower than us in an effort to enter the market or increase market share. If we are not able to supply clients with services that they deem superior and successfully apply current business models with market level pricing while managing discounts, we may lose business to competitors and face downward pressure on gross margins and profitability. Any inability to compete effectively would materially adversely affect our business, results of operations and financial condition.
Our successrelationships 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 or that such components will be available on the expected timelines or for anticipated prices. 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, thereby impairing our ability to provide the services and solutions demanded by clients. Any performance failure on the part of our alliance partners, or the discontinuance by such alliance partners of services that we have relied on them to perform for our clients, could delay our performance or require us to engage alternative third parties to perform the services at our cost or to perform them ourselves, any of which could deprive us of potential revenue or adversely impact our profitability.
Our competitiveness also 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.solutions, among others. 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
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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 In addition, our clients may delay spending under existing contracts and engagements or delay entering into new contracts while evaluating new technologies. Such delays can negatively impact our results of operations if we are also criticalunable to adapt our abilitypricing or the pace and level of spending on new technologies is not sufficient to provide many ofmake up any shortfall. Further, as we expand into these areas, we may be exposed to operational, legal, regulatory, ethical, technological and other risks specific to such new areas, which may negatively affect our reputation and demand for 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.solutions.
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, including those of third parties, 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.alliance partners (including numerous cloud service providers). 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 clients’ sensitive data, which in turn could jeopardize projects that are critical to our operations or the operations of our clients’ businesses. businesses and have other adverse impacts on our business or the business of our clients.
In addition, the products, services and software that we provide to our clients, or the third-party components we use to provide such products, services and software, may unintentionally contain or introduce cybersecurity threats or vulnerabilities to our clients’ information technology networks. Our clients may maintain their own proprietary, sensitive, or confidential information that could be compromised in a cybersecurity attack, or their systems may be disabled or disrupted as a result of such an attack. Our clients, regulators, or other third parties may attempt to hold us liable, through contractual indemnification clauses or directly, for any such losses or damages resulting from such an attack.
Like other global companies, we and the businessesour clients, suppliers, alliance partners (including numerous cloud service providers) and other vendors we interact with have experiencedface threats to data and systems, including by nation state threat actors, insider threats (including inappropriate access), 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. In addition, Russia’s invasion of Ukraine and associated international tensions have heightened the overall risk of cyber-threats and, while we have taken steps to mitigate such risks, those steps may not be successful.
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, up to and including criminal prosecution, client attrition due to reputational concerns or otherwise, containment and remediation expenses, disruption of our business, 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 liability insurance.insurance at all, and our insurers may not continue to provide coverage on reasonable terms or may disclaim coverage as to any future claims. 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. If
Our clients, suppliers, subcontractors, and other third parties with whom we experience a data security breach, our reputation could be damageddo business, including in particular cloud service providers and software vendors, generally face similar cybersecurity threats, and we could bemust rely on the safeguards adopted by these parties. If these third parties do not have adequate safeguards or their safeguards fail, it might result in breaches of our systems or applications and unauthorized access to or disclosure of our and our clients’ confidential data. In addition, we are subject to additional litigation, regulatory risksvulnerabilities in third-party technology components we use in our business and are typically not aware of such vulnerabilities until we receive notice from the third parties who have created the exposure. Due to this delay, our responses to such vulnerabilities may not be adequate or prompt enough to prevent their exploitation.
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 or insufficient for us to quickly recover from any future attack to efficiently continue our business losses.operations.
We are required to comply with increasingly complex and changing data security and privacy regulations in the United States, the United Kingdom, the European UnionEU, India and in other jurisdictions in which we operate thatoperate. These laws 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
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General Data Protection Regulation has imposed stringent compliance obligations regarding the handling of personal data and has resulted in the issuance ofcan include significant financial penalties for noncompliance. Recent developments, including the new EU-U.S. Trans-Atlantic Data Privacy Framework, are expected to help secure the transfer of data from the EU to the United States. However, there remains significant regulatory uncertainty for businesses transferring data globally. This uncertainty results in increased compliance costs, as well as the risk of regulatory enforcement actions, which can result in such significant financial penalties, private lawsuits, reputational damage, blockage of international data transfers, disruption to business and loss of customers.
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, impose extensive privacy requirements on organizations governing personal information. Existing US sectoral laws, such as the Health Insurance Portability and Accountability Act, alsoand comprehensive state legislation, such as the California Consumer Privacy Act of 2018, together with its successor, the California Privacy Rights Act (the “CPRA”) that went into effect on January 1, 2023, and similar legislation in several other states that is expected to take effect throughout 2023, impose or will impose extensive privacy and security requirements on organizations operatingthat handle personal data. Further, the regulations to implement the CPRA are expected to be finalized in 2023, and there is uncertainty regarding how the healthcare industry, which Cognizant serves. Additionally, in India,California Privacy Protection Agency will enforce the new law and regulations. Proposals for federal comprehensive privacy legislation continue and other new state comprehensive privacy laws are under consideration. The Indian Ministry of Information Technology released a new draft Digital Personal Data Protection Bill 2018 was recently cleared for introductionin November 2022 ("the 2022 Bill"), replacing the previously proposed Personal Data Protection Bill of 2019.The new 2022 Bill is designed to encourage growth in the current sessiontechnology sector; however, much detail (including on requirements for cross border transfers) has been left to subordinate legislation which will be prescribed by the executive arm of the Indian Parliament. If enacted in its current form it would impose stringent obligations ongovernment.As currently drafted, the handling of personal data, including certain localization requirements for sensitive data.bill limits penalties that can be imposed to 5 billion rupees or approximately $60 million. 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 substantial costs, exposes us to potential regulatory action or litigation, and may require changes to our business practices in certain jurisdictions, any of which could materially adversely affect our business operations and operating results.
Climate change and risks arising from the transition to a lower-carbon economy may impact our business.
There are inherent climate-related risks everywhere that we conduct our business. Developments related to regulatory, social or market dynamics, stakeholder expectations, national and international climate change policies, the actual or perceived frequency or intensity of extreme weather events or the availability and functionality of critical infrastructure and resources, in addition to other factors resulting from such developments or that may not otherwise be known to or anticipated by us, could significantly disrupt our supply chain, our clients' operations and our ability to deliver services. Such events could significantly increase our costs and expenses and harm our revenues, cash flows and financial performance. Further, natural disasters and adverse weather events, such as droughts, wildfires, storms, sea-level rise and flooding, occurring more frequently, with less predictability or with greater intensity, could cause community disruptions and impact our employees’ abilities to commute or to work from home safely and effectively. For example, we have substantial global delivery operations in Chennai, India, a city that has experienced severe rains and related flooding. Our exposure to these economic and other risks from climate change could be exacerbated if government or market action to address climate change and its effects is insufficient or unsuccessful.

Failure or perception of failure to achieve our stated goal to lower or negate our greenhouse gas emissions or to mitigate climate risk to our business, or perception of a failure to act responsibly with respect to the environment, could lead to adverse publicity, adverse effects on our business or damage to our reputation.
In addition, governmental bodies, investors, clients, businesses, employees and potential employees are increasingly focused on ESG issues, including climate change, diversity and inclusion, human rights and supply-chain issues, which has resulted and may in the future continue to result in the adoption of new laws and regulations, reporting requirements and changing bid and buying practices. Further, we are expected to become increasingly subject to laws, regulations and international treaties relating to climate change, such as carbon pricing or product energy efficiency requirements. As these new laws, regulations, treaties and similar initiatives and programs are adopted and implemented, we will be required to comply or potentially face market access limitations, enforcement actions, civil suits or sanctions, including fines. If new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations. If we fail to comply with new laws, regulations, treaties, or reporting requirements or 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.
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If our risk management, business continuity and disaster recovery plans are not effective and our global delivery capability iscapabilities 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 capability,capabilities, which includesinclude coordination between our main operating officesdelivery 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 (including the ongoing conflict between Russia and Ukraine), political unrest, terrorist attacks, cybersecurity incidents, power or water shortages or telecommunications failures, natural or man-made disasters pandemicsor other catastrophic events (including extreme weather conditions and other events that may be caused or exacerbated by climate change), and public health emergencies, such as the coronavirus,epidemics and pandemics, affecting the geographies where our operationspeople, equipment and transmission equipment isclients are located. Our risk management, business continuity and disaster recovery plans may not be effective at preventingpredicting or mitigating the effects of such disruptions, particularly in the case of catastrophic events or longer term, increasingly severe developments that occur as a result of climate change. Even if our operations are unaffected or recover quickly from any such events, if our clients cannot timely resume their own operations due to a catastrophic event.event, they may reduce or terminate our services, which may adversely affect our results of operations. Any such disruption may result in lost revenues, a loss of clients, liabilities relating to disruptions in service, expenditures to repair or replace damaged property and reputational damage, and could demand significant management time and attention, any of which would have an adverse effect on our business, results of operations and financial condition.
Legal, Regulatory and Legislative Risks
A substantial portion of our employees in the United States, United Kingdom, European UnionEU 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 employees on visas may affect our ability to compete for and provide services to clients in these jurisdictions, which could materially adversely affect our business, results of operations and financial condition.
A 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 changes and variations in immigration laws and regulations, including written changes and policy changes to the manner 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 rejectsrejections and delays in processing applications, and significantly increased costs for us in obtaining visas or as a result of prevailing wage requirements for our employees on visas. For example,The current U.S. administration has continued to explore visa and immigration reform and there continues to be political support for potential new laws and regulations relating to visas or immigration and the implementation of these or similar measures in the future 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 the current administration has implementedutilizes a high number of skilled workers holding H-1B and L-1 visas and, as a result, may be subject to increased costs if any such laws, regulations, policy changes to increase 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, and has issuedor executive orders designed to limit immigration. In addition, the administration has proposed for implementation in 2020 a policy change applicable to entities where more than 50% of the workers in the United States hold certain types of visas that, if implemented, would significantly increase the visa costs for such entities. 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 to facilitate the transfer of managers, specialists and graduate trainees both into and within the region. The changes have had significant impactsimpact on mobility programs and have led to new notification and documentation requirements for companies sending professionalsemployees to EU countries. Recent changes or any additional adverse revisions to immigration laws and regulations in the jurisdictions in which we operate may cause us delays, staffing shortages, additional costs or an inability to bid for or fulfill projects for clients, any of which could have a material adverse effect on our business, results of operations and financial condition.
Anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing could impair our ability to serve our clients 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 clients. For example, in the United States, measures aimed at limiting or restricting outsourcing bythe performance of services from an offshore location or imposing burdens on U.S. companies that utilize such services have been put forward for consideration byat both the U.S. Congressfederal and in state

legislatures levels to address concerns over the perceived association between offshore outsourcing and the loss of jobs domestically. If any such measure is enacted in the United States or another region in which we have clients, our ability to provide services to our clients could be impaired.
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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 client data, particularly involving service providers in India. Current or prospective clients 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 clients operate.
We are subject to numerous and evolving legal and regulatory requirements and client expectations in the many jurisdictions in which we 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 importtrade controls and export controls,sanctions, immigration (including temporary work authorizations or work permits,permits), content requirements, trade restrictions, tariffs, taxation, antitrust laws, anti-money laundering and anti-corruption laws (including the FCPA and the U.K. Bribery Act), the environment, including climate change regulation and reporting requirements, government affairs, internal and disclosure control obligations, data privacy, intellectual property, employment and labor relations.relations and human rights. 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 2023 and future years for employment and post-employment benefits in India as a result of the issuance of the Code on Social Security, 2020, which enhanced social security coverage (a portion of which is paid by the employer) and extended such benefits to all workers.
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 in one or more jurisdictions, loss of clients and business, legal claims by clients and unfavorable publicity or damage to our reputation.
We could also face significant regulatory compliance and operational burdens and incur significant costs in our efforts to comply with or rectify non-compliance with these laws or regulations. Such burdens or costs may result in an adverse effect on our financial condition and risks as a resultresults of the size and breadth of our business. For example, weoperations.
We commit significant financial and managerial resources to comply with our internal control over financial reporting requirements, but we have in the past identified and may in the future identify material weaknesses or significant deficiencies in our internal control over financial reporting that causescause us to incur incremental remediation costs in order to maintain adequate controls. As anotherFor example, we had to spend significant resources on conducting an internal investigation and cooperating with investigations by the U.S. 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.
Various governmental bodiesOur employees, subcontractors, vendors, agents, alliance partners, the companies we acquire and many customerstheir employees, vendors and businesses are increasingly focused on environmentalagents, and social issues,other third parties with which has resultedwe associate, could take actions that violate policies or procedures designed to promote legal and may inregulatory compliance or applicable anticorruption laws or regulations. Violations of these laws or regulations by us, our employees or any of these third parties could subject us to criminal or civil enforcement actions (whether or not we participated or knew about the future continueactions leading to result in the adoptionviolations), including fines or penalties, disgorgement of new lawsprofits and regulationssuspension or disqualification from work, including U.S. federal contracting, any of which could materially adversely affect our business, including our results of operations and changing buying practices.  If we fail to keep pace with these developments, our reputation and business could be adversely impacted.reputation.
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 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 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, cash flows 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
Cognizant22December 31, 2022 Form 10-K

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evolving business operations and achieve global tax efficiencies may increase our worldwide effective tax rate and have a material adverse effect on our earnings, cash flows and financial condition.
The following are several examples of changes in tax laws that may impact us:
The Tax Reform Act was enacted in December 2017 and made a number of significant 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 rate of 25.17% as compared to the current 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. As of December 31, 2019, we had deferred income tax assets related to the MAT carryforwards of approximately $176 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 earnings per share, 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 separate 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 or our financial condition may be materially impacted 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.

For example, our effective income tax rate and financial condition could be materially affected by the adoption and implementation of the Base Erosion and Profit Shifting project of the Organisation for Economic Cooperation and Development (OECD), composed of governments of various countries, many of which we do business in. Additionally, our cash flows could be materially affected by the issuance of additional interpretive guidance by the U.S. Treasury regarding the capitalization and amortization of research and experimental expenses for tax purposes, as more fully described in Note 11 to the consolidated financial statements. While we currently do not believe that the Inflation Reduction Act of 2022 will have a material impact on us, any additional regulatory guidance which may be issued under this act may have a material impact on our tax rate and financial results.
Additionally, we are subject from time to time toroutine tax audits, investigations and proceedings.proceedings in various jurisdictions. 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. We may not accurately predict the outcomes of these audits, investigations and proceedings and the amounts ultimately paid upon their resolution could be materially different from the amounts previously included in our income tax provision. 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.
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 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 deductibles and caps on amounts recoverable.
Our client engagements expose us to significant potential legal liability and litigation expense if we fail to meet our contractual 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 intellectual propertyIP rights. Any such claims of intellectual propertyIP infringement could harm our reputation, cause us to incur substantial costs in defending ourselves, expose us to considerable legal liability or prevent us from offering some services or solutions in the future. We may have to engage in legal action to protect our own intellectual propertyIP rights, and enforcing our rights may require considerable time, money and oversight, and existing laws in the various 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 professionals,employees, clients, stockholders, or other third parties. We have also been the subject of a number 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 FCPA and other applicable laws, and may be subject to such legal actions for these or other matters in the future. See "Part I, Item 3. Legal Proceedings" for more information. We establish reserves for these and other matters when a loss is considered probable and the amount 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 estimates and materially adversely affect our results of operations.
Our earnings may be adversely affected if we change our intent not to repatriate Indian accumulated undistributed earnings.
A significant portion of our accumulated earnings are held and ongoing earnings are derived from our operations in India.  We consider our Indian accumulated undistributed earnings to be indefinitely reinvested in India. See Note 11 to our consolidated financial statements. While we have no plans to do so, we may change our intent not to repatriate such earnings. Factors that may lead us to change our intent, include, but are not limited to, changes in cash estimates, capital requirements outside of India, discretionary transactions, changes to our shareholder capital return plan and legislative developments in India and other jurisdictions. For example, the Budget, as presented by the India Finance Minister on February 1, 2020, contains a number of proposed provisions related to tax, including a replacement of the dividend distribution tax, which is due from the dividend payer, with a tax payable by the shareholder receiving the dividend. This measure is proposed to be effective for the India financial year starting April 1, 2020. We are in the process of reviewing the various tax provisions outlined in the Budget, and will finalize our assessment once the Budget proposals are passed into law by the Parliament of India. A change in our intent not to repatriate Indian accumulated undistributed earnings would result in a material increase to our provision for income taxes and a decrease in our net income and earnings per share in the period such decision is made.
Item 1B. Unresolved Staff Comments
None.
Cognizant23December 31, 2022 Form 10-K

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Item 2. Properties
We have operations in major metro areas across nearly 50 countries around the 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 28 million square feet of owned and leased facilities for our delivery centers. Our largest delivery center presence is in India, representing 87% of our total delivery centers on a square-foot basis, with the largest presence in Chennai (10 million square feet), Hyderabad (4 million square feet), Pune (3 million square feet), Kolkata (3 million square feet) and Bangalore (2 million square feet). We also have a significant number of delivery centers in other countries, including the United States, Philippines, Germany, Canada, Mexico and countries throughout Europe. In addition, we 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,Singapore, among others, which are used to deliver services tosupport our clients across all four of our reportable business segments. We lease 0.1 million square feet of office space for our worldwide headquarters in Teaneck, New Jersey in the United States. In total, we have offices and operations in more than 79 cities in 37 countries around the world.
We utilize a global delivery model with delivery centers worldwide, including in-country, regional and global delivery centers. We have over 27 million square feet of owned and leased facilities for our delivery centers. Our largest delivery center presence is in India: Chennai (10 million square feet); Pune (4 million square feet); Kolkata (3 million square feet); Hyderabad (3 million square feet); and Bangalore (2 million square feet). Our India delivery centers represent approximately 80% 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.

Item 3. Legal Proceedings
See Note 15 to our consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
Cognizant24December 31, 2022 Form 10-K

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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 Stock Market under the symbol “CTSH”.“CTSH.” As of December 31, 2019,2022, the approximate number of holders of recordrecord of our Class A common stock was 119106 and the approximate number of beneficial holders of our Class A common stock was 302,700.501,800.
Cash Dividends
During 2019,2022, we paid quarterly cash dividends of $0.20$0.27 per share.share, or $1.08 per share in total for the year. In February 2020,2023, our Board of Directors approved a 10% or $0.02 increase to our quarterly cash dividends and the Company's declarationdividend of a $0.22$0.29 per share dividend with a record date of February 18, 202017, 2023 and a payment date of February 28, 2020.2023. We intend to continue to pay quarterly cash dividends during 2020 in accordance with our capital return plan. Our ability and decisions to pay future dividendsallocation framework. Future dividend payments depend on a variety of factors, including our cash flow generated from operations, the amount and 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.
Issuer Purchases of Equity Securities
Our stock repurchase program, as amended by our Board of Directors in February 2020,November 2022, allows for the repurchase of up to $7.5$11.5 billion, excluding fees and expenses, of our Class A common stock through open market purchases, including under a trading plan adopted pursuant to Rule 10b5-1 of the Exchange ActPlan or in private transactions, including through ASR 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 management, in its discretion, or pursuant to a Rule 10b5-1 trading plan,Plan, and will depend upon market conditions and other factors.
During the three months ended December 31, 2019,2022, we repurchased $150$300 million of our Class A common stock under our stock repurchase program. The following table sets out the stock repurchase activity under our stock repurchase program during the fourth quarter of 20192022 and the approximate dollar value of shares that may yet be purchased under the program as of December 31, 2019.2022.
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, 2019 - October 31, 2019        
Open market purchases 2,481,713
 $60.44
 2,481,713
 $369
November 1, 2019 - November 30, 2019        
Open market purchases 
 
 
 369
December 1, 2019 - December 31, 2019        
Open market purchases 
 
 
 369
Total 2,481,713
 $60.44
 2,481,713
  
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, 2022 - October 31, 2022— $— — $1,075 
November 1, 2022 - November 30, 20222,759,018 58.24 2,759,018 2,914 
December 1, 2022 - December 31, 20222,397,159 58.12 2,397,159 2,775 
Total5,156,177 $58.18 5,156,177 
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, 2019,2022, we purchased 192,1820.2 million shares at an aggregate cost of $13$15 million in connection with employee tax withholding obligations.

Recent Sales of Unregistered Securities

None.




Cognizant25December 31, 2022 Form 10-K

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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-100and the S&P 500 Information Technology Index and a Peer Group Index (capitalization weighted) for the period beginning December 31, 20142017 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 and the Nasdaq-100S&P 500 Information Technology Index
And a Peer Group Index(3) (Capitalization Weighted)
fiveyearchart.jpgctsh-20221231_g3.jpg
Company / IndexBase
Period
12/31/17
12/31/1812/31/1912/31/2012/31/2112/31/22
Cognizant Technology Solutions Corp$100 $90.34 $89.37 $119.69 $131.22 $85.90 
S&P 500 Index100 95.62 125.72 148.85 191.58 156.88 
S&P 500 Information Technology Index100 99.71 149.86 215.63 290.08 208.30 
(1)Graph assumes $100 invested on December 31, 2017 in our Class A common stock, the S&P 500 Index and the S&P 500 Information Technology Index.
(2)Cumulative total return assumes reinvestment of dividends.
Item 6. [Reserved]




Company / Index 
Base
Period
12/31/14
 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19
Cognizant Technology Solutions Corp $100
 $113.98
 $106.40
 $135.74
 $122.62
 $121.31
S&P 500 Index 100
 101.38
 113.51
 138.29
 132.23
 173.86
Nasdaq-100 Index 100
 108.43
 114.81
 150.99
 149.42
 206.15
Peer Group 100
 117.45
 122.99
 155.96
 150.97
 198.40
(1)CognizantGraph assumes $100 invested on 26December 31, 2014 in our Class A common stock, the S&P 500 Index, the Nasdaq-100 Index, and the Peer Group Index (capitalization weighted).2022 Form 10-K
(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.

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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, 2019 and 2018 and for each of the years ended December 31, 2019, 2018 and 2017 have been derived from the consolidated financial statements included elsewhere herein. Our selected consolidated financial data set forth below as of December 31, 2017, 2016 and 2015 and for each of the years ended December 31, 2016 and 2015 are derived from our consolidated financial statements not included elsewhere herein. Our selected consolidated financial information for 2019 and 2018 should be read in conjunction with the consolidated financial statements and the accompanying 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.
  
2019(1)
 
2018(1)
 2017 2016 2015
  (in millions, except per share data)
For the year ended December 31:          
Revenues $16,783
 $16,125
 $14,810
 $13,487
 $12,416
Income from operations 2,453
 2,801
 2,481
 2,289
 2,142
Net income(2)
 1,842
 2,101
 1,504
 1,553
 1,624
           
Basic earnings per share(2)
 $3.30
 $3.61
 $2.54
 $2.56
 $2.67
Diluted earnings per share(2)
 $3.29
 $3.60
 $2.53
 $2.55
 $2.65
Cash dividends declared per common share $0.80
 $0.80
 $0.45
 $
 $
Weighted average number of common shares outstanding-Basic 559
 582
 593
 607
 609
Weighted average number of common shares outstanding-Diluted 560
 584
 595
 610
 613
           
As of December 31:          
Cash, cash equivalents and short-term investments(3)
 $3,424
 $4,511
 $5,056
 $5,169
 $4,949
Working capital(3)(4)
 4,628
 5,900
 6,272
 6,182
 5,195
Total assets(3)(4)(5)
 16,204
 15,846
 15,221
 14,262
 13,061
Total debt 738
 745
 873
 878
 1,283
Stockholders’ equity 11,022
 11,424
 10,669
 10,728
 9,278
(1)On January 1, 2018, we adopted the New Revenue Standard using the modified retrospective method. Results for reporting periods beginning on or after January 1, 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting policies.
(2)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, 2019, the net excess tax benefit on stock-based compensation awards in our income tax provision was immaterial. For the years ended December 31, 2018 and 2017, we recognized net excess tax benefits on stock-based compensation awards in our income tax provision in the amount $20 million, or $0.03 per share, and $40 million, or $0.07 per share, respectively. In prior periods, such net excess tax benefits were recorded in additional paid in capital.
(3)
Includes $414 million and $423 million in restricted time deposits as of December 31, 2019 and 2018, respectively. See Note 11 to our consolidated financial statements.
(4)
On January 1, 2019, we adopted the New Lease Standard using the effective date method applied to all lease contracts existing as of January 1, 2019. Results for reporting periods beginning on January 1, 2019 are presented under the New Lease Standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting policies. See Note 7 to our consolidated financial statements.
(5)
In 2019, we changed our policy with regard to the presentation of certain amounts due to customers, such as discounts and rebates. See Note 1 to our consolidated financial statements. Balances for 2019 and 2018 reflect the new presentation while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting policies.


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

Cognizant is one of the world’s leading professional services companies, transforming clients’ business, operatingengineering modern businesses and delivering strategic outcomes for our clients. We help clients modernize technology, models for the digital era. Our services include digital servicesreimagine processes and solutions, consulting, application development, systems integration, application testing, application maintenance, 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.transform experiences so they can stay ahead in a fast-changing world. We tailor our services and solutions to specific industries with an integrated global delivery model that employs client service and delivery teams based at client locations and dedicated global and regional delivery centers.

In 2019, we initiated the execution of a multi-year plan aimed at accelerating revenue growth. As Our services include digital services and solutions, consulting, application development, systems integration, quality engineering and assurance, application maintenance, infrastructure and security as well as business process services and automation. Digital services continue to be an important part of our 2020 Fit for Growth Plan, we have refined our strategic focus and launched a series of measures designed to improve our operational and commercial models and implement cost reductions.

We areportfolio, aligning our strategic posture with our clients' needs to become morefocus on becoming data-enabled, customer-centric and differentiated businesses. We are planning to invest significantly in technology, sales and marketing, talent re-skilling, acquisitions and partnerships to further sharpen our strategic positioning in key digital areas - IoT, AI, digital engineering and cloud, while working to maintain and optimize our core portfolio of services through efficiency, tooling and automation, delivery optimization, protection of renewals, industry alignment and geographic expansion. To support our strategy, we are increasing our investment in sales and marketing professionals to help us expand existing accounts and acquire new ones, and amplify our brand's stature in the marketplace. In addition, in January 2020, we introduced a new, more variable sales compensation structure that rewards our teams for selling the entire portfolio of our services and offerings. Further, we have improved the alignment of our sales professionals and client support personnel with our client accounts, based on the size and scope of the existing relationship as well as the potential for account expansion and growth.

The refinement of our strategic posture also highlighted that certain content-related work is not in line with our strategic vision for the Company. This work is largely focused on determining whether certain content violates client standards - and can involve objectionable materials. As part of our 2020 Fit for Growth Plan, we intend to exit this work over the course of the next year while our other content-related work will continue. We anticipate that this decision may negatively impact our relationship with the affected clients and estimate that we may lose revenues of $225 million to $255 million on an annualized basis within our Communications, Media and Technology segment in North America. We anticipate revenues will ramp down over the next one to two years and the impact on 2020 revenues is expected to be between $180 million and $200 million. In the meantime, we will comply with our contractual obligations and determine the best mutual path forward with the small number of affected clients.

The 2020 Fit for Growth Plan also involves certain measures, which commenced in the fourth quarter of 2019, to simplify our organizational model and optimize our cost structure in order to partially fund the investments required to execute on our strategy and advance our growth agenda. In 2019, we incurred $48 million of employee separation, retention and facility exit costs under this plan, including $5 million of costs related to our exit from certain content-related services. See Note 4 to our consolidated financial statements for additional information. We expect to incur additional charges in the range of $100 million to $150 million in 2020, primarily related to severance and facility exit costs, under our 2020 Fit for Growth Plan. The optimization measures under this plan are expected to generate an annualized gross savings run rate, before anticipated investments, in the range of approximately $500 million to $550 million. The cost savings realized in 2020 is expected to be lower than the annualized run rate.

20192022 Financial Results
The following table sets forth a summary of our financial results for the years ended December 31, 2019 and 2018:
Revenues
      Increase / (Decrease)
  2019 2018 $ %
  (Dollars in millions, except per share data)
Revenues $16,783
 $16,125
 $658
 4.1
Income from operations 2,453
 2,801
 (348) (12.4)
Net income 1,842
 2,101
 (259) (12.3)
Diluted earnings per share 3.29
 3.60
 (0.31) (8.6)
Other Financial Information1
        
Adjusted Income From Operations 2,787
 2,920
 (133) (4.6)
Adjusted Diluted EPS 3.99
 4.02
 (0.03) (0.7)
Income from Operations
Operating Margin
Diluted EPS

ctsh-20221231_g4.jpg
ctsh-20221231_g5.jpg
ctsh-20221231_g6.jpg
ctsh-20221231_g7.jpg

GAAP
Adjusted1

GAAP
Adjusted1

GAAP
Adjusted1
Revenue up $921 million or 5.0% from 2021; 7.5% in constant currency1
Income from Operations up $142 million or 5.0% from 2021

Adjusted Income from Operations1 up $122 million or 4.3% from 2021
Operating margin flat compared to 2021

Adjusted Operating Margin1 down 10 basis points from 2021
Diluted EPS up $0.36 or 8.9% from 2021

Adjusted Diluted EPS1 up $0.28 or 6.8% from 2021
During the year ended December 31, 2019,2022, revenues increased by $658$921 million as compared to the year ended December 31, 2018,2021, representing growth of 4.1%5.0%, or 5.2%7.5% on a constant currency basis1. Revenues from clients added during 2019, including those relatedOur recently completed acquisitions contributed 100 basis points to acquisitions, were $234 million.
The following charts set forth revenues and revenue growth while the previously disclosed sale of the Samlink subsidiary, which was completed on February 1, 2022, negatively impacted revenue growth by 60 basis points.
Revenue growth was strongest in our Communications, Media and Technology and Products and Resources segments. Revenues in our Financial Services segment reflect the negative impact of the previously disclosed sale of the Samlink subsidiary, which was completed on February 1, 2022. For further details, see the "Revenues - Reportable Business Segments" section within the Results of Operations.
Revenue growth was driven by business segmentour clients' continued adoption and geographyintegration of digital technologies as well as pricing improvements but was negatively impacted by challenges attracting and retaining personnel and slowing demand for our services through the second half of 2022. For the year ended December 31, 2022, our attrition, including both voluntary and involuntary, was 31.7% as compared to 30.8% for the year ended December 31, 2019:2021. For the three months ended December 31, 2022, our annualized attrition rate, including both voluntary and involuntary, was 25.3% as compared to 34.6% for the three months ended December 31, 2021. Attrition and hiring challenges have also resulted in increased cost of delivery.
1 Adjusted Income From Operations, Adjusted Operating Margin, Adjusted Diluted EPS and constant currency revenue growth 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.
  Financial Services Healthcare
    Increase / (Decrease)   Increase / (Decrease)
Dollars in millions Revenues $ % 
CC %1
 Revenues $ % 
CC %1
North America $4,137
 (25) (0.6) (0.6) $4,147
 (107) (2.5) (2.5)
United Kingdom 484
 3
 0.6
 4.0
 130
 39
 42.9
 46.8
Continental Europe 728
 62
 9.3
 14.3
 341
 71
 26.3
 30.7
Europe - Total 1,212
 65
 5.7
 10.0
 471
 110
 30.5
 34.8
Rest of World 520
 (16) (3.0) 
 77
 24
 45.3
 45.5
Total $5,869
 24
 0.4
 1.6
 $4,695
 27
 0.6
 1.0
                 
  Products and Resources Communications, Media and Technology
    Increase / (Decrease)   Increase / (Decrease)
Dollars in millions Revenues $ % 
CC %1
 Revenues $ % 
CC %1
North America $2,678
 281
 11.7
 11.7
 $1,764
 284
 19.2
 19.2
United Kingdom 380
 22
 6.1
 10.9
 319
 (25) (7.3) (3.1)
Continental Europe 453
 13
 3.0
 8.8
 169
 (18) (9.6) (4.5)
Europe - Total 833
 35
 4.4
 9.8
 488
 (43) (8.1) (3.6)
Rest of World 259
 39
 17.7
 22.4
 197
 11
 5.9
 12.6
Total $3,770
 355
 10.4
 12.0
 $2,449
 252
 11.5
 13.1
                 
Financial Services: Revenues in our Financial Services segment increased in our Europe region primarily due to Samlink revenues, while decreasing in our North America and Rest of World regions as certain banking clients continue to transition the support of some of their legacy systems and operations in-house or to captives.



1Cognizant
Constant currency revenue growth, 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, as applicable.27December 31, 2022 Form 10-K

Table of Contents                                                

Healthcare: Revenues from our Healthcare segment increased in our Europe and Rest of World regions, primarily due to revenues from our life sciences clients, including revenues from our acquisition of Zenith. Revenues in our North America region were negatively impacted by mergers within the healthcare industry, the establishment of an offshore captive by a large client, the Customer Dispute and a ramp down of a client relationship in which we were a subcontractor to a third party for the purpose of delivering healthcare-related systems implementation services to local government, partially offset by growth among our life sciences clients in this region. Revenue growth among our life sciences clients was driven by demand for our digital operations services and solutions.
Products and Resources: Revenue growth in our Products and Resources segment was primarily driven by our clients' adoption and integration of digital technologies and revenues from our recently completed acquisitions.
Communications, Media and Technology: Revenue growth in our Communications, Media and Technology segment was strongest in our North America region and was primarily driven by the demand from our technology clients for digital content services and solutions and revenues from our recently completed acquisitions. As previously noted, our decision to exit certain content-related services will affect future revenue growth in this segment.

In 2017, we began a realignment program with the objective of improving our client focus, our cost structure and the efficiency and effectiveness of our delivery while continuing to drive revenue growth. Under our realignment program, in 2019, we incurred $22 million of Executive Transition Costs, $64 million in employee separation costs, $45 million in employee retention costs and $38 million in third party realignment costs. We anticipate that the employee separations completed as part of our realignment program will reduce our compensation expense by approximately $140 million on an annualized basis. We expect to incur $17 million of additional realignment charges related to our retention program in the first half of 2020.

On a combined basis with our 2020 Fit for Growth Plan described above, during the year ended December 31, 2019, we incurred $217 million in restructuring charges reported in the caption "Restructuring charges" in our consolidated statements of operations.
Our operating margin and Adjusted Operating Margin2decreased to 14.6% and 16.6%, respectively, were each 15.3% for the year ended December 31, 2019 from 17.4% and 18.1%, respectively for the year ended December 31, 2018. The decreases in our2022. Our 2022 operating margin was positively impacted by economies of scale that allowed us to leverage our cost structure over a larger organization, delivery efficiencies, pricing improvements and Adjusted Operating Marginthe depreciation of the Indian rupee against the U.S. dollar, parti2 were due to an increase inally offset by increased compensation costs related tofor our delivery personnel (including employees and subcontractors) outpacing revenue growth,as well as a 30 basis point negative impact due to the dilutive impactimpairment of our recently completed acquisitions, contract renegotiations with recently merged Healthcare clients and the Customer Dispute, partially offset by the benefit of lower incentive-based compensation accrual rates. Our 2019 GAAP operating margin was additionally negatively impacted by the incremental accrualcertain capitalized costs related to the India Defined Contribution Obligation as described ina large volume-based contract with a Health Sciences client. Note 15 and higher restructuring charges while our 2018Our 2021 GAAP operating margin was negatively impacted by the initial funding of the Cognizant U.S. Foundation.Class Action Settlement Loss, which was excluded from our Adjusted Operating Margin2 in 2021.

During the year ended December 31, 2019, we returned $2,609 million to our stockholders through $2,156 million in share repurchases and $453 million in dividend payments. Our shares outstanding decreased to 548 million as of December 31, 2019 from 577 million as of December 31, 2018. We review our capital return plan on an on-going basis, considering our financial performance and liquidity position, investments required to execute our strategic plans and initiatives, acquisition opportunities, the economic outlook, regulatory changes and other relevant factors. As these factors may change over time, the actual amounts expended on stock repurchase activity, dividends and acquisitions, if any, during any particular period cannot be predicted and may fluctuate from time to time.
Other Matters

Business Outlook
We accrued $117 million in 2019 related to the India Defined Contribution Obligation as described inSee "Overview" within Note 15Part I, Item 1. Business tofor information on our consolidated financial statements. It is possible that the Indian government will review the matter and there is a substantial question as to whether the Indian government will apply the Supreme Court’s ruling on a retroactive basis. As such, the ultimate amount of our obligation may be materially different from the amount accrued.four strategic priorities.
We are involved in an ongoing dispute with the ITD described in Note 11expect clients to our consolidated financial statements. The dispute with the ITD is currently pending and no final decision has been reached.

2
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.

2020 Business Outlook
In 2020, we expect growing demand from our clients for digital services as they invest to transform into data-enabled, customer-centric and differentiated businesses. As our clients continue their efforts to optimize the cost of supporting their legacy systems and operations, our core portfolio of services may be subject to pricing pressure and lower demand as clients look to transition certain work in-house or to new or existing captives.
Our clients will likely continue to contend with industry-specific changes driven by evolving digital technologies, uncertainty in the regulatory environment, industry consolidation and convergence as well as international trade policiespolicies and other macroeconomic factors, including the increasing uncertainty related to the global economy, which could affect their demand for our services. Client demand may also
As a global professional services company, we compete on the basis of the knowledge, experience, insights, skills and talent of our employees and the value they can provide to our clients. Our 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. Competition for skilled employees in the current labor market is intense and in 2021 and 2022, we experienced significantly elevated voluntary attrition. We saw improvement in our annualized attrition rate for the three months ended December 31, 2022 and we expect our annualized attrition rate for the first quarter of 2023 to be lower than our full year 2022 rate. Attrition can be difficult to predict as it is impacted by uncertainty relatedboth macroeconomic and internal factors. Challenges attracting and retaining personnel have negatively impacted and may continue to negatively impact cost of delivery and our ability to satisfy client demand. Further, our ongoing and anticipated future efforts with respect to recruitment, talent management and employee engagement may not be successful and may continue to result in increased compensation costs. While we strive to adjust pricing to reduce the potentialimpact of compensation increases on our operating margin, we may not be successful in fully recovering these increases, which could adversely affect our profitability.
The invasion of Ukraine by Russia and the sanctions and other measures being imposed in response to this conflict have increased the level of economic and regulatory effectspolitical uncertainty worldwide. We do not have employees, facilities or significant operations in either Russia or Ukraine and revenues generated from clients in both countries were immaterial in both 2021 and 2022. However, the continuation of the United Kingdom's exit fromhostilities or the expansion of the European Union. Additionally, revenue fromcurrent conflict’s scope into surrounding geographic areas could impact us or our technology clients, will be affected byvendors or subcontractors, which could in turn impact our strategic decisionoperations and financial performance. We continue to exit certain content-related work under our 2020 Fitmonitor the situation closely to ensure business continuity plans are in place for Growth Plan.neighboring countries where we have a presence.
We expect our 2020 financial results to be impacted by the initial cost optimization measures executed in 2019 as part of our 2020 Fit for Growth Plan, and the expected execution of additional measures under this plan in 2020. In addition, our 2020Our future results may be impactedaffected by uncertainty regarding potential tax law changes and other potential regulatory changes, including potential regulatory changespossible U.S. corporate income tax reform and potentially increased costs for employment and post-employment benefits in India as a result of the Code on Social Security, 2020. For additional information, see Part I, Item 1A. Risk Factors.

2 Adjusted Operating Margin is not a measurement of financial performance prepared in accordance with respect to immigrationGAAP. See “Non-GAAP Financial Measures” for more information and taxes as well as costs relatedreconciliation to the potential resolution of legal and regulatory matters discussed in Note 15 to our consolidatedmost directly comparable GAAP financial statements.measures.
During 2020, we intend to continue to invest in our digital capabilities, our talent base and new service offerings across industries and geographies, while increasing our investment in sales and marketing professionals to help us expand existing accounts and acquire new ones. We will continue to pursue strategic acquisitions that we believe add new technologies or platforms that complement our existing services, improve our overall service delivery capabilities or expand our geographic presence. Additionally, we will continue to focus on maintaining and optimizing our core portfolio of services through efficiency, tooling and automation, delivery optimization, protection of renewals, industry alignment and geographic expansion. Finally, through the execution of our 2020 Fit for Growth Plan and other initiatives, we will focus on operating discipline in order to appropriately manage our cost structure.
Business SegmentsCognizant28December 31, 2022 Form 10-K
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, which consists of our retail and consumer goods; manufacturing, logistics, energy, and utilities; and travel and hospitality operating segments;
Communications, Media and Technology, which includes our communications and media operating segment and our technology operating segment.
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.
In 2019, we made certain changes to the internal measurement of segment operating profits. See Note 19 to our consolidated financial statements for additional information relating to this change and on our business segments.
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Results of Operations

For a discussion of our results of operations for the year ended December 31, 2017,2020, including a year-to-year comparison between 20182021 and 2017,2020, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report Form 10-K for the year ended December 31, 2018.

2021.
The Year Ended December 31, 20192022 Compared to The Year Ended December 31, 20182021
The following table sets forth certain financial data for the years ended December 31:
% of% ofIncrease / Decrease
(Dollars in millions, except per share data)(Dollars in millions, except per share data)2022Revenues2021Revenues$%
RevenuesRevenues$19,428 100.0$18,507 100.0$921 5.0 
Cost of revenues(a)
Cost of revenues(a)
12,448 64.111,604 62.7844 7.3 
Selling, general and administrative expenses(a)
Selling, general and administrative expenses(a)
3,443 17.73,503 18.9(60)(1.7)
   % of   % of Increase / Decrease
 2019 Revenues 2018 Revenues $ %
 (Dollars in millions, except per share data)
Revenues $16,783
 100.0 $16,125
 100.0 $658
 4.1
Cost of revenues(1)
 10,634
 63.4 9,838
 61.0 796
 8.1
Selling, general and administrative expenses(1)
 2,972
 17.7 3,007
 18.6 (35) (1.2)
Restructuring charges 217
 1.3 19
 0.1 198
 *
Depreciation and amortization expense 507
 3.0 460
 2.9 47
 10.2
Depreciation and amortization expense569 2.9574 3.1(5)(0.9)
Income from operations 2,453
 14.6 2,801
 17.4 (348) (12.4)Income from operations2,968 15.32,826 15.3142 5.0 
Other income (expense), net 90
 (4) 94
 *Other income (expense), net48 47 *
Income before provision for income taxes 2,543
 15.2 2,797
 17.3 (254) (9.1)Income before provision for income taxes3,016 15.52,827 15.3189 6.7 
Provision for income taxes (643) (698) 55
 (7.9)Provision for income taxes(730)(693)(37)5.3 
Income (loss) from equity method investment (58) 2
 (60) *
Income (loss) from equity method investmentsIncome (loss) from equity method investments33.3 
Net income $1,842
 11.0 $2,101
 13.0 $(259) (12.3)Net income$2,290 11.8$2,137 11.5$153 7.2 
Diluted EPS $3.29
 $3.60
 $(0.31) (8.6)Diluted EPS$4.41 $4.05 $0.36 8.9 
Other Financial Information 3
       

Other Financial Information 3
Adjusted Income From Operations and Adjusted Operating Margin $2,787
 16.6 $2,920
 18.1 (133) (4.6)Adjusted Income From Operations and Adjusted Operating Margin$2,968 15.3$2,846 15.4$122 4.3 
Adjusted Diluted EPS $3.99
 $4.02
 $(0.03) (0.7)Adjusted Diluted EPS$4.40 $4.12 $0.28 6.8 
(a)    Exclusive of depreciation and amortization expense    
*    Not meaningful

(1)Exclusive of depreciation and amortization expense.    
*Not meaningful
Revenues - Overall
During 2019,2022, revenues increased by $658$921 million as compared to 2018,2021, representing growth of 4.1%5.0%, or 5.2%7.5% on a constant currency basis3. Revenues from clients added during 2019, including those relatedOur recently completed acquisitions contributed 100 basis points to acquisitions, were $234 million. Growthrevenue growth while the previously disclosed sale of the Samlink subsidiary, which was completed on February 1, 2022, negatively impacted revenue growth by 60 basis points. Revenue growth was driven by our clients' continued adoption and integration of digital technologies as well as pricing improvements but was negatively impacted by challenges attracting and retaining personnel and slowing demand for our digital operations services and solutions as well as revenues from our recently completed acquisitions. This was partially offset by pricing pressure within our core portfoliothrough the second half of services as our clients continue their efforts to optimize the cost of supporting their legacy systems and operations.
Revenues from our top clients as a percentage of total revenues were as follows:
  For the years ended December 31,
  2019 2018
Top five clients 7.9% 8.6%
Top ten clients 14.6% 15.4%

3
Constant currency revenue growth, Adjusted Income from Operations, Adjusted Operating Margin 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, as applicable.
Table of Contents

Revenues - Reportable Business Segments
Revenues by reportable business segment were as follows:
  2019 2018 Increase / (Decrease)
$ % 
CC%4
  (Dollars in millions)
Financial Services $5,869
 $5,845
 $24
 0.4 1.6
Healthcare 4,695
 4,668
 27
 0.6 1.0
Products and Resources 3,770
 3,415
 355
 10.4 12.0
Communications, Media and Technology 2,449
 2,197
 252
 11.5 13.1
Total revenues $16,783
 $16,125
 $658
 4.1 5.2
Financial Services
Revenues from our Financial Services segment grew 0.4%, or 1.6% on a constant currency basis4 , in 2019. Revenues among our insurance clients increased by $41 million as compared to a decrease of $17 million from our banking clients.2022. Revenues from clients added during 2019, including those related2022 were $172 million.
3 Adjusted Income From Operations, Adjusted Operating Margin, Adjusted Diluted EPS and constant currency revenue growth 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, as applicable.
Cognizant29December 31, 2022 Form 10-K

Table of Contents
Revenues - Reportable Business Segments
The following charts set forth revenues and change in revenues by reportable business segment and geography for the year ended December 31, 2022 as compared to the year ended December 31, 2021:
Financial ServicesHealth Sciences
Increase / (Decrease)Increase / (Decrease)
Dollars in millionsRevenues$%
CC %4
Revenues$%
CC %4
North America$4,312 108 2.6 2.8 $4,853 282 6.2 6.2 
United Kingdom599 52 9.5 18.6 171 1.8 10.5 
Continental Europe590 (155)(20.8)(13.0)483 1.3 10.0 
Europe - Total1,189 (103)(8.0)0.4 654 1.4 10.1 
Rest of World571 16 2.9 8.4 124 2.5 11.6 
Total$6,072 21 0.3 2.8 $5,631 294 5.5 6.8 
Products and ResourcesCommunications, Media and Technology
Increase / (Decrease)Increase / (Decrease)
Dollars in millionsRevenues$%
CC %4
Revenues$%
CC %4
North America$3,078 141 4.8 5.0 $2,192 268 13.9 14.0 
United Kingdom521 50 10.6 22.7 519 63 13.8 26.3 
Continental Europe585 46 8.5 21.1 137 (21)(13.3)(2.6)
Europe - Total1,106 96 9.5 21.8 656 42 6.8 18.8 
Rest of World382 53 16.1 20.8 311 2.0 9.5 
Total$4,566 290 6.8 10.2 $3,159 316 11.1 14.6 
Financial Services - revenues increased 0.3%, or 2.8% on a constant currency basis4
ctsh-20221231_g8.jpg
Bankingê$97M
Insuranceé$118M
Revenue growth reflected the growing demand for digital services among U.S. regional banks, public sector clients in the United Kingdom and insurance clients. The previously disclosed sale of the Samlink were $90 million. Demandsubsidiary, which was completed on February 1, 2022, negatively impacted revenue growth in this segment was driven by our clients' need to be compliant with significant regulatory requirements and adaptable to regulatory change, and their 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. Demand from certain banking clients has been and may continue to be negatively affected as they transition the support of some of their legacy systems and operations in-house170 basis points, or to captives.
Healthcare
$104 million. Revenues from our Healthcare segment grew 0.6%, or 1.0% on a constant currency basisclients added since December 31, 2021 were $26 million.4, in 2019. Revenues in this segment increased by $241 million among our life science clients compared to a decrease of $214 million from our healthcare clients. Revenue growth among our life sciences clients was driven by revenues from Zenith and demand for our digital operations services and solutions. Revenues from our healthcare clients were negatively impacted by the mergers within the segment, the establishment of an offshore captive by a large client, the Customer Dispute and a ramp down of a client relationship in which we were a subcontractor to a third party for the purpose of delivering healthcare-related systems implementation services to local government, partially offset by revenues from Bolder, which we acquired
Health Sciences - revenues increased 5.5%, or 6.8% on a constant currency basis4
Effective in the second quarter of 2018.2022, we combined the healthcare operating segment with the life sciences operating segment and renamed our Healthcare reportable business segment to Health Sciences. See Note 18 to our consolidated financial statements for additional information.
Revenue growth was driven by increased demand for digital services among healthcare and pharmaceutical clients. Revenues from clients added since December 31, 2021 were $23 million.
ctsh-20221231_g9.jpg
é$294M

4 Constant currency revenue growth is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information.
Cognizant30December 31, 2022 Form 10-K

Table of Contents
Products and Resources - revenues increased 6.8%, or 10.2% on a constant currency basis5
ctsh-20221231_g10.jpg
Manufacturing, Logistics, Energy and Utilitiesé$151M
Retail and Consumer Goodsé$78M
Travel and Hospitalityé$61M
Revenue growth in this segment was primarily driven by demand for our digital services among automotive, logistics, utilities, consumer goods and travel and hospitality clients. Revenue growth in this segment included approximately 200 basis points related to recently completed acquisitions. Revenues from clients added during 2019, including thosesince December 31, 2021 were $54 million.5
Communications, Media and Technology - revenues increased 11.1%, or 14.6% on a constant currency basis5
In 2022, we combined the communications and media operating segment with the technology operating segment. See Note 18 to our consolidated financial statements for additional information.
Revenues in this segment reflected growing demand from our technology clients for services related to acquisitions, were $36 million.
Demanddigital content, primarily driven by the largest clients in this segment, was 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, membershipdemand for personalized user experiences and billing. Demand was 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. Demand from our healthcare clients may continue to be affected by uncertainty in the regulatory environment and industry-specific trends, including industry consolidation and convergence. Demand among our life sciences clients may be affected by industry consolidation. 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 regulatory environment, increasing focus on medical costs and the consumerization of healthcare.
Products and Resources
Revenues from our Products and Resources segment grew 10.4%, or 12.0% on a constant currency basis4, in 2019. Revenue growth was strongest among our retail and consumer goods clients, where revenue increased by $187 million. Revenues from our manufacturing, logistics, energy and utilities clients increased by $119 million while revenue from our travel and hospitality clients increased by $49 million.modernization. Revenues from clients added during 2019, including those related to acquisitions,since December 31, 2021 were $69 million. Demand in this segment was 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 chain and enhance overall customer experiences.

ctsh-20221231_g11.jpg
4
Constant currency revenue growth is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information.é$316M

Communications, Media and Technology
Revenues from our Communications, Media and Technology segment grew 11.5%, or 13.1% on a constant currency basis5 in 2019. Growth was stronger among our technology clients where revenues increased $209 million as compared to an increase of $43 million for our communications and media clients. Revenues from clients added during 2019, including those related to acquisitions were $39 million. 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. In 2020, revenues within this segment will be affected by our strategic decision to exit certain content-related services. We anticipate that this decision may negatively impact our relationship with the affected clients and estimate that we may lose revenues of $225 million to $255 million on an annualized basis. We anticipate revenues will ramp down over the next one to two years and the impact on 2020 revenues is expected to be between $180 million and $200 million. Additionally, demand among our technology clients may be affected by uncertainty in the regulatory environment while significant merger and acquisition activity may impact our clients in the communications and media industry.

Revenues - Geographic Markets
Revenues - Geographic Locations
Revenuesof $19,428 million by geographic market as determined by client location, were as follows:follows for the year ended December 31, 2022:
ctsh-20221231_g12.jpg
  2019 2018 Increase / (Decrease)
$ % 
CC %5
  (Dollars in millions)
North America $12,726
 $12,293
 $433
 3.5 3.6%
United Kingdom 1,313
 1,274
 39
 3.1 7.1%
Continental Europe 1,691
 1,563
 128
 8.2 13.3%
Europe - Total 3,004
 2,837
 167
 5.9 10.5%
Rest of World 1,053
 995
 58
 5.8 9.8%
Total revenues $16,783
 $16,125
 $658
 4.1 5.2%
2022 as compared to 2021Increase / (Decrease)
(Dollars in millions)$%
CC %5
North America799 5.9 6.0 
United Kingdom168 10.2 21.1 
Continental Europe(124)(6.5)3.1 
Europe - Total44 1.2 11.4 
Rest of World78 6.0 12.1 
Total revenues921 5.0 7.5 
North America continues to be our largest market, representing 75.8%74.3% of total 2019 revenues and 65.8%for the year ended December 31, 2022. Outside of total revenue growth in 2019. Revenue growth in our North America region, revenues were negatively impacted by foreign currency exchange rate movements. Constant currency revenue growth in the United Kingdom was driven by the demand for digital content services and solutions by clients in ourstrong among Communications, Media and Technology segment, the adoption and integration of digital technologies by clients, in our Products and Resources segmentclients and revenues from recently completed acquisitions, partially offset by lowerFinancial Services clients, including certain public sector clients. Constant currency revenue in our Healthcare segment as described above. In 2020, revenues in our North America region will be affected by our strategic decision to exit certain content-related services in our Communications, Media and Technology segment. Revenue growth in ourthe Continental Europe and the United Kingdom regions was driven by our life science clients and includes revenues related to our recently completed acquisitions. Revenue growth in our Rest of World region was driven by strength in our Products and Resources and Healthcare segments. Revenue growth in the German market, which benefited from an acquisition that closed in the first half of 2021 and strong demand from our North America andpharmaceutical clients, partially offset by a negative 540 basis point, or $104 million, impact from the previously disclosed sale of the Samlink subsidiary, which was completed on February 1, 2022. Constant currency revenue growth in the Rest of World regionsregion was negatively affected as certain banking clientsprimarily driven by the Australian market, which benefited from an acquisition that closed in these regions transition the supportfirst half of some2021.



5 Constant currency revenue growth is not a measurement of their legacy systems and operations in-house or to captives. We believe that there are opportunitiesfinancial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for growth across allmore information.
Cognizant31December 31, 2022 Form 10-K

Table of our geographic markets.Contents

Cost of Revenues (Exclusive of Depreciation and Amortization Expense)
Cost of Revenues (Exclusive of Depreciation and Amortization Expense)
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é
$844M
é1.4% as a % of revenue
¡% of Revenues

Our cost of revenues consists primarily of salaries, incentive-based compensation, stock-based compensation expense, employee benefits, project-related immigration and travel for technical personnel, subcontracting and equipment costs relating to revenues. Our cost of revenues increased by 8.1% during 2019 as compared to 2018, increasing as a percentage of revenues to 63.4% during the 2019 period compared to 61.0% in 2018. The increase, in cost of revenues, as a percentage of revenues, was due primarily to an increase inhigher compensation costs related to ourfor delivery personnel (including employees and subcontractors) as headcount growth outpaced revenue growth,well as a 30 basis point negative impact due to the impairment of certain capitalized costs related to a large volume-based contract with a Health Sciences client, partially offset by lower incentive-baseddelivery efficiencies and the depreciation of the Indian rupee against the U.S. dollar. Challenges attracting and retaining highly qualified personnel have resulted in higher compensation accrual rates in 2019.costs.






5
Constant currency revenue growth is not a measurementSG&A Expenses (Exclusive of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information.Depreciation and Amortization Expense)

SG&A Expenses
SG&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. SG&A expenses decreased by 1.2% during 2019 as compared to 2018, decreasing as a percentage of revenues to 17.7% in 2019 as compared to 18.6% in 2018. The decrease, as a percentage of revenues, was primarily due primarily to economies of scale that allowed us to leverage our cost structure over a decrease in compensation costs, partially offset by costs related to our recently completed acquisitions. Additionally, in 2019 we recordedlarger organization, the incremental accrual related tobeneficial impact of foreign currency exchange rate movements and the India Defined Contribution Obligation as described in Note 15 to our consolidated financial statements. In 2018, we recorded a $100 million charge related to the initial fundingoptimization of the Cognizant U.S. Foundation.non-strategic SG&A expenses.
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ê$60M
ê1.2% as a % of revenue
¡% of Revenues
Restructuring Charges
Our restructuring charges consist of our 2020 Fit for Growth Plan, which was announced in the fourth quarter of 2019,
Depreciation and Amortization Expense
Depreciation and our realignment program. Restructuring charges were $217 million or 1.3%amortization expense decreased by 0.2%, as a percentage of revenues during 2019,revenue in 2022 as compared to $19 million or 0.1%,2021 primarily due to scale, as a percentage ofthe expense remained relatively flat while revenues in 2018. For further detail on our restructuring charges see Note 4 to our consolidated financial statements.increased.
Operating Margin and Adjusted Operating Margin6 - Overall
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Our operating margin and Adjusted Operating Margin6 decreased to 14.6% and 16.6%, respectively in 2019 from 17.4% and 18.1%, respectively, during 2018. The decreases in our operating margin and Adjusted Operating Margin6 were due to an increase in costs related to our delivery personnel (including employees and subcontractors) outpacing revenue growth, the dilutive impact of our recently completed acquisitions, contract renegotiations with recently merged Healthcare clients and the Customer Dispute, partially offset by the impact of lower incentive-based compensation accrual rates. Our 2019 GAAP2022 operating margin was additionally negativelypositively impacted by the incremental accrual relatedeconomies of scale that allowed us to the India Defined Contribution Obligation as described in Note 15 toleverage our consolidated financial statementscost structure over a larger organization, delivery efficiencies and higher realignment charges while our 2018 GAAP operating margin was negatively impacted by the initial funding of the Cognizant U.S. Foundation.
Excluding the impact of applicable designated cash flow hedges, the depreciation of the Indian rupee against the U.S. dollar, positively impactedpartially offset by increased compensation costs for our delivery personnel (including employees and subcontractors) as well as a 30 basis point negative impact due to the impairment of certain capitalized costs related to a large volume-based contract with a Health Sciences client. Our 2021 GAAP operating margin was negatively impacted by approximately 53 basis points or 0.53 percentage pointsthe Class Action Settlement Loss, which was excluded from our Adjusted Operating Margin6 in 2019, while2021.


6 Adjusted Income From Operations and Adjusted Operating Margin are not measurements of financial performance prepared in 2018accordance with GAAP. See “Non-GAAP Financial Measures” for more information and reconciliations to the depreciationmost directly comparable GAAP financial measures, as applicable.
Cognizant32December 31, 2022 Form 10-K

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A predominant portion of our costs in India are denominated in the Indian rupee, against representing approximately 23.5% of our global operating costs during the U.S. dollar positively impacted our operating margin by approximately 89 basis points or 0.89 percentage points. Each additional 1.0% change inyear ended December 31, 2022. These costs are subject to foreign currency exchange rate between the Indian rupee and the U.S. dollar willfluctuations, which have the effectan impact on our results of moving our operating margin by approximately 18 basis points or 0.18 percentage points.
operations. We enter 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. DuringNet of the impact of the hedges, the depreciation of the Indian rupee contributed 73 basis points to the improvement in our operating margin for the year ended December 31, 2019,2022 as compared to December 31, 2021.
Excluding the impact of applicable designated cash flow hedges, the depreciation of the Indian rupee against the U.S. dollar positively impacted our operating margin by approximately 115 basis points in 2022, while in 2021 the appreciation of the Indian rupee against the U.S. dollar negatively impacted our operating margin by approximately 5 basis 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 18 basis points (excluding the impact of our cash flow hedges). In 2022, the settlement of our cash flow hedges had an immaterial impact onnegatively impacted our operating margin asby approximately 7 basis points, compared to a positive impact of approximately 4435 basis points or 0.44 percentage points in 2018.2021.
Our most significant costs are the salaries and related benefits for our 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.
We finished the year ended December 31, 2022 with approximately 292,500approximately 355,300 employees which is an increase of approximately 10,900 overas compared to 330,600 employees for the prior year end. For the three months ended December 31, 2019, annualized turnover,2021. Annualized attrition, including both voluntary and involuntary, was approximately 20.8%. Turnover25.3% for the yearsthree months ended December 31, 2019 and 2018,2022. Attrition, including both voluntary and involuntary, was approximately 21.7% and 20.8%, respectively. Attrition is weighted more towards the junior members of our staff.31.7% for the year ended December 31, 2022.










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* Annualized attrition
6
AdjustedSegment 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.Profit
TableIn 2022, we made certain changes to the internal measurement of Contents

Segment Operating Profitsegment operating profit for the purpose of evaluating segment performance and Margin
resource allocation. The primary reason for the change was to charge to the segments the costs that they directly manage and control. Specifically, segment operating profit now includes costs related to non-delivery personnel that support consulting services, which were previously included in "unallocated costs." We have reported 2022 segment operating profits using the new allocation methodology and have recast the 2021 results to conform to the new methodology. Segment operating profit and operating margin percentage were as follows:
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 2019 Operating Margin % 2018 Operating Margin % Increase /(Decrease)
 (Dollars in millions)
Financial Services$1,605
 27.3 $1,713
 29.3 $(108)
Healthcare1,261
 26.9 1,416
 30.3 (155)
Products and Resources1,028
 27.3 1,023
 30.0 5
Communications, Media and Technology732
 29.9 692
 31.5 40
Total segment operating profit and margin4,626
 27.6 4,844
 30.0 (218)
Less: unallocated costs2,173
 
 2,043
 
 130
Income from operations$2,453
 14.6 $2,801
 17.4 $(348)
Across all of our operating segments,
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Segment operating profit%Segment operating margin
In 2022, segment operating margins decreased asbenefited from delivery efficiencies and the depreciation of the Indian rupee against the U.S. dollar offset by increased compensation costs related to ourfor delivery personnel (including employees and subcontractors) outpaced revenue growth. Additionally,. The 2022 Health Sciences segment operating margins in Healthcare weremargin was negatively affected by mergers among several of our healthcare clients, the Customer Dispute and the impairment of certain capitalized costs related to a large volume-based contract.contract with a Health Sciences client, investments to support revenue growth and elevated pricing pressure.
Certain SG&A expenses, the excess or shortfall of incentive compensation for commercial and delivery personnel as compared to target, costs related to our 2020 Fit for Growth Plan and realignment program, a portion of depreciation and amortization 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 fromTotal segment operating profit and are separately disclosed abovewas as “unallocated costs” and adjusted against our total income from operations. The increase in unallocated costs during 2019 compared to 2018 is primarily due to higher realignment charges incurred in 2019 andfollows for the India Defined Contribution Obligation recorded in 2019, partially offset by a shortfallyear ended December 31:
(Dollars in millions)2022% of Revenues2021% of RevenuesIncrease
Total segment operating profit$5,746 29.6 $5,460 29.5 $286 
Less: unallocated costs2,778 14.3 2,634 14.2 144 
Income from operations$2,968 15.3 $2,826 15.3 $142 
Cognizant33December 31, 2022 Form 10-K

Table of incentive-based compensation as compared to target in 2019 and the initial funding of the Cognizant U.S. Foundation recorded in 2018.Contents
Other Income (Expense), Net
Total other income (expense), net consists primarily of foreign currency exchange gains and losses, interest income and interest expense. The following table sets forth total other income (expense), net for the years ended December 31:
(in millions)20222021Increase / Decrease
Foreign currency exchange (losses)$(16)$(33)$17 
Gains on foreign exchange forward contracts not designated as hedging instruments23 13 10 
Foreign currency exchange gains (losses), net(20)27 
Interest income59 30 29 
Interest expense(19)(9)(10)
Other, net— 
Total other income (expense), net$48 $$47 

2019
2018
Increase / Decrease
 (in millions)
Foreign currency exchange (losses)$(73) $(183) $110
Gains on foreign exchange forward contracts not designated as hedging instruments8
 31
 (23)
Foreign currency exchange gains (losses), net(65) (152) 87
Interest income176
 177
 (1)
Interest expense(26) (27) 1
Other, net5
 (2) 7
Total other income (expense), net$90
 $(4) $94

The foreign currency exchange gains and losses in all the years presented 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 and, 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 foreign exchange forward contracts not designated as hedging instruments relaterelated to the realized and unrealized gains and losses on foreign exchange forward contractscontracts entered into to partially offset our foreign currency exposure to the Euro and Indian rupee and other non-U.S. dollar denominated net monetary assets and liabilities. exposures. As of December 31, 2019,2022, the notional value of our undesignated hedges was $702$1,433 million. The increase in interest income and interest expense was each primarily attributable to higher interest rates in the current period.
Provision for Income Taxes
Table of Contents
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é$37M
¡ Effective Income Tax Rateê0.3%


Provision for Income Taxes
The provision for income taxes was $643 million in 2019 and $698 million in 2018. The effective income tax rate remained relatively flat at 25.3% in 20192022 decreased as compared to 25.0%the 2021 period primarily due to higher discrete tax benefits in 2018. In2022, such as the fourthrecognition in the third quarter of 2019, we recorded a one-time net2022 of an income tax expensebenefit of $21$36 million asrelated to a resultspecific uncertain tax position that was previously unrecognized in our prior-year consolidated financial statements and the impact of depreciation of the enactmentIndian rupee against the U.S. dollar on our undistributed foreign earnings, partially offset by changes in the geographic mix of the India Tax Law.taxable income. See Note 11 to our consolidated financial statements for additional information.
Income (loss) from equity method investments
In 2019, we recorded an impairment charge of $57 million on one of our equity method investments as further described in Note 5 to our consolidated financial statements.
Net Income
Net IncomeTh
Net income was $1,842 million in 2019 and $2,101 million in 2018. Net income as a percentage of revenues decreased to 11.0% in 2019 from 13.0% in 2018. The decreasee increase in net income iswas primarily due to a decrease indriven by higher income from operations, partially offset by lower foreign exchange losses as compared to 2018.operations.
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é$153M
¡% of Revenues
Non-GAAP Financial Measures    
Portions of our disclosure include non-GAAP 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 our non-GAAP financial measures to the corresponding GAAP measures set forth below should be carefully evaluated.

Our non-GAAP financial measures Adjusted Operating Margin and Adjusted Income From Operations andexclude unusual items, such as the Class Action Litigation Settlement in 2021. Our non-GAAP financial measure Adjusted Diluted EPS excludeexcludes unusual items. Additionally, Adjusted Diluted EPS excludesitems, such as the Class Action Litigation Settlement in 2021 and the effect of recognition in the third quarter of 2022 of an income tax benefit related to a specific uncertain tax position that was previously unrecognized in our prior-year consolidated financial statements, net non-operating foreign currency exchange gains or losses and the tax impact of all the applicable adjustments. The income tax impact of each item excluded from Adjusted Diluted EPS is calculated by applying the statutory rate and local tax regulations in the jurisdiction in which the item was incurred. Constant currency revenue growth is
Cognizant34December 31, 2022 Form 10-K

Table of Contents
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. Free cash flow is defined as cash flows from operating activities net of purchases of property and equipment.

We believe providing investors with an operating view consistent with how we manage the Company provides enhanced transparency into our operating results. For our internal management reporting and budgeting purposes, we use various GAAP and non-GAAP financial measures for financial and operational 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 certain costs provides a meaningful supplemental measure for investors to evaluate our financial performance. We believe that the presentation of our non-GAAP financial measures, (Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Diluted EPSwhich exclude certain costs, read in conjunction with out reported GAAP results and constant currency revenue growth) along with reconciliations to the most comparable GAAP 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 such 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 financial measures to allow investors to evaluate such non-GAAP financial measures.
Table of Contents

The following table presents a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure, as applicable, for the years ended December 31:
(Dollars in millions, except per share data)2022% of
Revenues
2021% of
Revenues
GAAP income from operations and operating margin$2,968 15.3 %$2,826 15.3 %
Class Action Settlement Loss (1)
— — 20 0.1 
Adjusted Income From Operations and Adjusted Operating Margin$2,968 15.3 %$2,846 15.4 %
GAAP diluted EPS$4.41 $4.05 
Effect of above adjustments, pre-tax— 0.04 
Effect of non-operating foreign currency exchange losses (gains), pre-tax (2)
(0.01)0.03 
Tax effect of above adjustments (3)
0.07 — 
Effect of recognition of income tax benefit related to an uncertain tax position (4)
(0.07)— 
Adjusted Diluted EPS$4.40 $4.12 
Net cash provided by operating activities$2,568 $2,495 
Purchases of property and equipment(332)(279)
Free cash flow$2,236 $2,216 
 2019 
% of
Revenues
 2018 
% of
Revenues
 (Dollars in millions, except per share data)
GAAP income from operations and operating margin$2,453
 14.6% $2,801
 17.4%
Realignment charges (1)
169
 1.0
 19
 0.1
Incremental accrual related to the India Defined Contribution Obligation (2)
117
 0.7
 
 
2020 Fit for Growth Plan restructuring charges (3)
48
 0.3
 
 
Initial funding of Cognizant U.S. Foundation (4)

 
 100
 0.6
Adjusted Income From Operations and Adjusted Operating Margin2,787
 16.6
 2,920
 18.1
        
GAAP diluted EPS$3.29
   $3.60
  
Effect of above adjustments, pre-tax0.60
   0.20
  
Effect of non-operating foreign currency exchange losses (gains), pre-tax (5)
0.11
   0.26
  
Tax effect of above adjustments (6)
(0.15)   (0.03)  
Effect of the equity method investment impairment (7)
0.10
   
  
Effect of the India Tax Law (8)
0.04
   
  
Effect of net incremental income tax expense related to the Tax Reform Act (9)

   (0.01)  
Adjusted Diluted EPS$3.99
   $4.02
  
(1)    During 2021, we recorded a Class Action Settlement Loss in "Selling, general and administrative expenses" in our consolidated financial statements. For further information, see "Note 15 - Commitments and Contingencies" in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.
(2)    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.
(3)    Presented below are the tax impacts of each of our non-GAAP adjustments to pre-tax income for the years ended December 31:
(in millions)20222021
Non-GAAP income tax benefit (expense) related to:
Class Action Settlement Loss$— $
Foreign currency exchange gains and losses(39)(5)
(1)Cognizant
35
As part of our realignment program, during the year ended December 31, 2019, we incurred Executive Transition Costs, employee separation costs, employee retention costs and third party realignment costs. See 2022 Form 10-KNote 4 to our consolidated financial statements for additional information.
(2)
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.
(3)
During 2019, we incurred certain employee separation, employee retention and facility exit costs under our 2020 Fit for Growth Plan. See Note 4 to our consolidated financial statements for additional information.
(4)In 2018, we provided $100 million of initial funding to Cognizant U.S. Foundation. This cost is reported in "Selling, general and administrative expenses" in our consolidated statement of operations.
(5)Non-operating
The effective tax rate related to 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,
 2019 2018
 (in millions)
Non-GAAP income tax benefit (expense) related to:   
Realignment charges$43
 $5
Foreign currency exchange gains and losses(1) (12)
2020 Fit for Growth Plan restructuring charges13
 
Incremental accrual related to the India Defined Contribution Obligation31
 
Initial funding of Cognizant U.S. Foundation
 28
The effective income tax rate related to each of our non-GAAP adjustments varies depending on the jurisdictions in which such income and expenses are generated and the statutory rates applicable in those jurisdictions. As such, the income tax effect of non-operating foreign currency exchange gains and losses shown in the above table may not appear proportionate to the net pre-tax foreign currency exchange gains and losses reported in our consolidated statements of operations.
(4)    During the three months ended September 30, 2022, we recognized an income tax benefit of $36 million related to a specific uncertain tax position that was previously unrecognized in our prior-year consolidated financial statements. The recognition of the benefit in the third quarter of 2022 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.

(7)
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.

(8)
In 2019, we recorded a one-time net income tax expense of $21 million as a result of the enactment of a new tax law in India. See Note 11 to our consolidated financial statements for additional information.
(9)In 2018, we finalized our calculation of the one-time net income tax expense related to the enactment of the Tax Reform Act and recognized a $5 million income tax benefit, which reduced our provision for income taxes.
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, 2019,2022, we had cash, cash equivalents and short-term investments of $3,424 million, of which $414 million was restricted and not available for use as a result of our ongoing dispute with the ITD as described in Note 11$2,501 to our consolidated financial statements.million. Additionally, as of December 31, 2019,2022, we had available capacity under our credit facilities of approximately $1,932 million.$2,000 million.
The following table provides a summary of our cash flows for the years ended December 31:
(in millions)20222021Increase / Decrease
Net cash provided by (used in):
Operating activities$2,568 $2,495 $73 
Investing activities(106)(2,164)2,058 
Financing activities(1,939)(1,203)(736)
Other Cash Flow Information7
Free cash flow2,236 2,216 20 
  2019 2018 Increase / Decrease
  (in millions)
Net cash provided by (used in):      
Operating activities $2,499
 $2,592
 $(93)
Investing activities 1,588
 (1,627) 3,215
Financing activities (2,569) (1,693) (876)
Operating activities7
The decrease inincrease in cash generated fromprovided by operating activities for 2019in 2022 compared to 20182021 was primarily due to the decrease indriven by higher income from operations and an increase in the cash taxes paid during 2019, partially offset by improved collections of trade accounts receivable in 2019.operations.
We monitor turnover, aging and the collection of trade accounts receivable by client. Our DSO calculation includes trade accounts receivable, net of allowance for doubtful accounts,credit losses, and contract assets, reduced by the uncollected portion of our deferred revenue. DSO was 73 days as of December 31, 2019 and 74 days as of December 31, 2018. As further described in Note 1 to our consolidated financial statements, during the fourth quarter of 2019, we changed our policy with regard to the presentation of certain amounts due to customers, such as discounts2022 and rebates. This change in policy had the effect of reducing our DSO by two69 days and one day as of December 31, 2019 and December 31, 2018, respectively.2021.
Investing activities
Net cash provided by investing activitiesThe decrease in 2019 was driven by net sales of investments partially offset by payments for acquisitions and outflows for capital expenditures. Net cash used in investing activities in 2018 is related2022 compared to payments for acquisitions, outflows for capital expenditures and2021 was primarily driven by net maturities of investments in 2022 as compared to net purchases of investments.investments in 2021 as well as lower payments for business combinations in 2022.
Financing activities
The increase in cash used in financing activities in 20192022 compared to 2018 is2021 was primarily attributable todriven by higher repurchases of common stock in 2019, including our $600 million 2019 ASR agreement.stock.
We haveIn October 2022, we completed a debt refinancing and entered into the New Credit Agreement with a commercial bank syndicate providing for a $750$650 million New Term Loan and a $1,750$1,850 million unsecured revolving credit facility, which are each due to mature in November 2023.October 2027. The Credit Agreement was terminated upon the closing of the New Credit Agreement and the proceeds from the New Term Loan were used primarily to repay our outstanding Term Loan balance. We are required under the New Credit Agreement to make scheduled quarterly principal payments on the New Term Loan.Loan beginning in December 2023. See Note 10 to our consolidated financial statements. We believe that we currently meet all conditions set forth in the New 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, 20192022 and through the date of this filing. As of December 31, 2022, we had no outstanding balance on our revolving credit facility.
7 Free cash flow is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information.
Cognizant36December 31, 2022 Form 10-K

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In September 2019,March 2022, our India subsidiary entered into arenewed its one-year 13 billion Indian rupee ($182157 million at the December 31, 20192022 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 is renewable annually. As of December 31, 2019,2022, there was no balance outstanding under the working capital facility.
During 2019, we returned $2,609 million toCapital Allocation Framework
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Acquisitions
Share repurchases
Dividend payments
Our capital allocation framework anticipates the deployment of approximately 50% of our stockholders through $2,156 million infree cash flow8 for acquisitions, 25% for share repurchases under our stock repurchase program and $453 million in25% for dividend payments funded primarily with the proceeds from the liquidation of our available-for-sale investment portfolio and operating cash flows. Our shares outstanding decreased to 548 million as of December 31, 2019

from 577 million as of December 31, 2018. In February 2020, our Board of Directors approved a 10% or $0.02 increase to our quarterly cash dividends and increased our stock repurchase program authorization from $5.5 billion to $7.5 billion, excluding fees and expenses.payments. We review our capital return planallocation on an on-goingongoing basis, considering our financial performance and liquidity position, investments required to execute our strategic plans and initiatives, acquisition opportunities, the economic outlook, regulatory changes and other relevant factors. As these factors may change over time, the actual amounts expended on stock repurchase activity, dividends, and acquisitions, if any, during any particular period cannot be predicted and may fluctuate from time to time.
Other Liquidity and Capital Resources Information
We seek 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, 2019, the amount of our cash, cash equivalents and short-term investments held outside the United States was $3,097 million, of which $2,414 million was in India. As further described in Note 11 to our consolidated financial statements, certain short-term investment balances in India totaling $414 million as of December 31, 2019, were restricted in connection with our dispute with the ITD. The affected balances may continue to remain restricted and unavailable for our use while the dispute is ongoing.
We evaluate 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. We consider our earnings in India to be indefinitely reinvested, which is consistent with our ongoing strategy to expand our Indian operations, including through infrastructure investments. However, future events may occur, such as material changes in cash estimates, discretionary transactions, including corporate restructurings, and changes in applicable laws, that may lead us to repatriate the undistributed Indian earnings. As of December 31, 2019, the amount of unrepatriated Indian earnings was approximately $5,242 million. If all of our accumulated unrepatriated Indian earnings were to be repatriated, based on our current interpretation of India tax law, we estimate that we would incur an additional income tax expense of approximately $1,101 million. 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.States.
On February 1, 2020, the India Finance Minister presented the Budget, which contains a number of proposed provisions related to tax, including a replacement of the dividend distribution tax, which is due from the dividend payer, with a tax payable by the shareholder receiving the dividend. If enacted, these provisions would significantly reduce the tax rate applicable to any cash we were to repatriate from India. These provisions are proposed to be effective for the India financial year starting April 1, 2020. We are in the process of reviewing the various tax provisions outlined in the Budget, and will finalize our assessment once the Budget proposals are passed into law by the Parliament of India.
We expect our operating cash flow,flows, cash and short-term investment balances, (excluding the $414 million of India restricted assets), together with ourthe available capacity under our revolving credit facilities, to be sufficient to meet our operating requirements, in Indiaincluding purchase commitments, tax payments, including Tax Reform Act transition tax payments, and globally,servicing our debt for the next twelve months. Our Tax Reform Act transition tax payments are due in annual installments of $94 million, $126 million and $157 million for the years 2023, 2024 and 2025, respectively. In 2022, our Tax Reform Act transition tax payment was $50 million. We also have purchase commitments of approximately $350 million that will be paid over the next three years, of which approximately $150 million will be paid during the next twelve months. See Note 7 to our consolidated financial statements for a description of our operating lease obligations.
Provisions enacted in the Tax Reform Act in December 2017 related to the capitalization of research and experimental expenditures became effective on January 1, 2022. These provisions require us to capitalize research and experimental expenditures and amortize them for tax purposes over five or fifteen years, depending on where the research is conducted. Previously these expenses could be deducted in the year incurred. The implementation of these provisions has increased our income taxes payable in the United States for the 2022 tax year by approximately $300 million. The incremental tax amount related to the 2022 mandatory capitalization of research and experimental expenditures had not been paid as of December 31, 2022, and will be paid on or before April 15, 2023. We estimate an additional similar amount of cash taxes to be paid in 2023 related to the capitalization of 2023 research and experimental expenditures. The capitalized expenses are recorded as a deferred tax asset and do not significantly impact our effective income tax rate.
The ability to expand and grow our business in accordance with current plans, make acquisitions, and form joint ventures, meet our long-term capital requirements beyond a twelve-month period and execute our capital return plan will depend on many factors, including the rate, if any, at which our cash flow increases, our ability and willingness to pay for acquisitions and joint ventures with capital stock and the availability of public and private debt, including the ability to extend the maturity of or refinance our existing 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.
8 Free cash flow is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information.

Commitments and ContingenciesCognizant37December 31, 2022 Form 10-K
Commitments

As
Table of December 31, 2019, we had the following obligations and commitments to make future payments under contractual obligations and commercial commitments:
(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, 2019.
(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 Tax Reform Act transition tax on undistributed foreign earnings is payable in installments through the year 2026.

As of December 31, 2019, we had $152 million of unrecognized income tax benefits. This represents the income tax benefits associated with certain income tax positions on our U.S. and non-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.
Contingencies
See Note 15 to our consolidated financial statements for additional information.
Off-Balance Sheet Arrangements
Other than our foreign exchange forward contracts, there were no off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons in 2019 and 2018 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 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 our consolidated financial statements.
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 our consolidated financial statements.

Revenue Recognition. Revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services are recognized as the service is performed using the cost to costcost-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 dateto-date bears to the total expected labor costs. Revenues related to fixed-price application maintenance, testingquality engineering and assurance and business process services are recognized using the cost to costcost-to-cost method, if the right to invoice is not representative of the value being delivered. The cost to costcost-to-cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information. Such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known. Net changes in estimates of 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,taxes, 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 change period to period based on changes in facts and circumstances, such as settlements of income tax audits, the expiration of the applicable statute of limitations or 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.audit or the expiration of the applicable statute of limitations. 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.
Business Combinations, Goodwill and Intangible Assets. Goodwill and intangible assets, including indefinite-lived intangible assets, arise from the accounting for business 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 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, client attrition rates and the discount rate reflecting the risk inherent in future cash flowsflows.

At each acquisition date, we allocate goodwill and intangible assets to our reporting units based on how we expect each reporting unit to benefit from the determination of useful lives for finite-lived assets.
respective business combination. Our seven industry-based operating segments are our reporting units. 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
Cognizant38December 31, 2022 Form 10-K

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-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. The estimates used to calculate the fair value of a reporting unit change from year to year based on 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 2019 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.

Based on our most recent evaluation of goodwill and indefinite-lived intangible assets performed during the fourth quarter of 2019,2022, we concluded that the goodwill and indefinite-lived intangible asset balances in each of our reporting units werewas not at risk of impairment. As of December 31, 2019,2022, our goodwill and indefinite-lived intangible asset balances were $3,979 million and $72 million, respectively.balance was $5,710 million.

We review our finite-lived assets, including our finite-lived intangible assets, for impairment whenever eventswhenever 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 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 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 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 consolidated financial statements for additional information.

Forward Looking StatementsCognizant39December 31, 2022 Form 10-K

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 Exchange 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, in 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 margin, earnings, capital expenditures, anticipated effective income tax 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, potential acquisitions, industry trends, client behaviors and trends, the outcome of regulatory and litigation matters, the incremental accrual related to the India Defined Contribution Obligation 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;
our ability to attract, train and retain skilled professionals, 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 growth rates;
our ability to achieve our profitability and capital return goals;
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 our contracts;
intense and evolving competition and significant technological advances that our service offerings must keep pace with in the rapidly changing markets we compete in;

Table of Contents                                                

legal, reputational and financial risks if we fail to protect client and/or Cognizant data from security breaches or cyberattacks;
the effectiveness of our business continuity and disaster recovery plans and the potential that our global delivery capacity could be impacted;
restrictions on visas, in particular in the United States, United Kingdom and European Union, or immigration more generally, which may affect our ability to compete for and provide services to our clients;
risks related to anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing, both of which could impair our ability to serve our clients;
risks related to complying with the numerous and evolving legal and regulatory requirements to which we are subject in the many 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 intercompany arrangements to achieve global tax efficiencies or adverse outcomes of tax audits, investigations or proceedings;
potential exposure to litigation and legal claims in the conduct of our business;
potential significant expense that would occur if we change our intent not to repatriate Indian accumulated undistributed earnings; 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 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.

Glossary
Defined TermDefinition
Adjusted Diluted EPSAdjusted diluted earnings per share
AIArtificial Intelligence
APAsAdvanced Pricing Agreements
ASCAccounting Standards Codification
ASRAccelerated Stock Repurchase
ASUAccounting Standards Update
ATGAdvanced Technology Group, Inc.
BolderBolder Healthcare Solutions
BrilliantBrilliant Service Co., Ltd.
BudgetUnion Budget of India for 2020-2021
CCConstant Currency
CCACloud Computing Arrangement
ContinoContino Holdings Inc.
CourtMadras High Court
CPIConsumer Price Index
Credit AgreementCredit agreement with a commercial bank syndicate dated November 5, 2018
CTS IndiaOur principal operating subsidiary in India
Customer DisputeAn ongoing dispute with a healthcare client related to a large volume-based contract
Division BenchDivision Bench of the Madras High Court
DevOpsAgile relationship between development and IT operations
DOJUnited States Department of Justice
DSODays Sales Outstanding
EPSEarnings Per Share
EUEuropean Union
Exchange ActSecurities Exchange Act of 1934, as amended
Executive Transition CostsCosts associated with our CEO transition and the departure of our President
FASBFinancial Accounting Standards Board
FCPAForeign Corrupt Practices Act
GAAPGenerally Accepted Accounting Principles
GoodwinGoodwin Procter LLP
HRHuman Resources
India Defined Contribution ObligationCertain statutory defined contribution obligations of employees and employers in India
India Tax LawNew tax regime enacted by the Government of India effective April 1, 2019
IPIntellectual Property
ISDAInternational Swaps and Derivatives Association
IoTInternet of Things
ITInformation Technology
ITDIndian Income Tax Department
MATMinimum Alternative Tax
MustacheMustache, LLC
NasdaqNasdaq Global Select Market
NetcentricNetcentric AG
New Revenue StandardASC Topic 606 "Revenue from Contracts with Customers"

New Lease StandardASC Topic 842 “Leases”
OECDOrganization for Economic Co-operation and Development
PSUPerformance Stock Units
Purchase PlanCognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan, as amended
ROURight of Use
RSURestricted Stock Units
SaaSfocusSaaSforce Consulting Private Limited
SamlinkOy Samlink Ab
SECUnited States Securities and Exchange Commission
SEZsSpecial Economic Zones
SLPSpecial Leave Petition
SoftvisionSoftvision, LLC
Tax Reform ActTax Cuts and Jobs Act
Term LoanUnsecured term loan
TMGTMG Health, Inc.
Top TierTop Tier Consulting
ZenithZenith Technologies Limited
ZoneZone Limited
2009 Incentive PlanCognizant Technology Solutions Corporation Amended and Restated 2009 Incentive Compensation Plan
2017 Incentive PlanCognizant Technology Solutions Corporation 2017 Incentive Award Plan

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 United Kingdom's exit from the European Union and its effect on the British pound may subject us to increased volatility in foreign currency exchange rate movements.currencies. 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 clients in the United Kingdom, Continental Europe and Rest of World represented 7.8%9.3%, 10.1%9.2% and 6.3%7.1%, respectively, of our 20192022 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 thethe British pound and the Euro, asas compared to the U.S. dollar.

A significantpredominant portion of our costs in India are denominated in the Indian rupee, representing approximately 20.7%23.5% of our global operating costs during 2019,2022, 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 contracts that are designated as cash flow hedges of certain Indian rupee denominated payments in India. 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, 2019,2022, 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)
2023$1,865 81.3 
20241,010 84.3 
Total$2,875 82.3 
 Notional Value
(in millions)
 Weighted Average Contract Rate (Indian rupee to U.S. dollar)
2020$1,505
 74.1
2021883
 76.5
Total$2,388
 75.0

As of December 31, 2019,2022, the net unrealized gainloss on our outstanding foreign exchange forward contracts designated as cash flow hedges was $31$68 million. Based upon a sensitivity analysis at December 31, 2019,2022, 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 contracts designated as cash flow hedges of approximately $232$267 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 2019,2022, we reported foreign currency exchange losses, exclusiveexclusive of hedging gains, of approximately $73$16 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, 2019, we had $2,414 million in cash, cash equivalents and short-term 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 $244 million.

We use foreign exchange forward contracts that are scheduled to mature in the first quarter of 2023 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. We entered into a series of foreign exchange forward contracts scheduled to mature in 2020. At December 31, 2019,2022, the notional value of these outstanding contracts was $702$1,433 million and the net unrealized gainloss was $2$1 million. Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31, 2019,2022, 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 contracts not designated as hedges of approximately $18$79 million.


Interest Rate Risk

We haveIn October 2022, we completed a debt refinancing and entered into the New Credit Agreement with a commercial bank syndicate providing for a $750$650 million unsecuredNew Term Loan and a $1,750$1,850 million unsecured revolving credit facility, which are due to mature in November 2023. We are required under the Credit Agreement to make scheduled quarterly principal payments on the Term Loan.

October 2027. The New Credit Agreement requires interest to be paid, at our option, at either the ABRTerm Benchmark, Adjusted Daily Simple RFR or the EurocurrencyABR Rate (each as defined in the New Credit Agreement), plus, in each case, an Applicable Margin (as defined in the New Credit Agreement). Initially, the Applicable MarginThe New Term Loan is 0.875% with respect to Eurocurrency Rate loans and 0.00% with respect to ABR loans. Subsequently, the Applicable Margin with respect to Eurocurrency Rate 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 1.125%, 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 ratings (or, if we have not received public debt ratings, on the Leverage Ratio).a Term Benchmark loan. 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%100 basis point change in interest rates, with all other variables held constant, would have an immaterial effect on our reported interest expense.

In addition, our held-to-maturity investment securities are subject to market risk from changes in interest rates. As
Cognizant40December 31, 2022 Form 10-K

We have $1,238 million of cash equivalents and $310 million of short-term investments as of December 31, 2019,2022. Our cash equivalents consist of commercial paper, money market funds and time deposits. Our short-term investments consist primarily of certificates of deposits and commercial paper, classified as either available-for-sale or held-to-maturity, and time deposits. Our investments are exposed to fluctuations in interest rates, which may affect our interest income and the fair market value of our held-to-maturity portfolio was $287 million.investments. As of December 31, 2019,2022, a 10%100 basis point change in interest rates, with all other variables held constant, would have an immaterial effect on the fair market value of our available-for-sale and held-to-maturity investment securities. 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.

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
None.

Item 9A. Controls and Procedures
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 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) as of December 31, 2019.2022. Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of December 31, 2019,2022, 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, 20192022 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.
Cognizant41December 31, 2022 Form 10-K

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 assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019.2022. 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, 2019,2022, our internal control over financial reporting was effective. PricewaterhouseCoopers LLP, the independent 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, as stated in their report which is included on page F-2.
Inherent Limitations 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
None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Cognizant42December 31, 2022 Form 10-K

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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 under the caption "Corporate governance" in our definitive proxy statement for the 20202023 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year ended December 31, 2022 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 20202023 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

Item 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 20202023 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 20202023 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 20202023 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.
Cognizant43December 31, 2022 Form 10-K

Table of Contents                                                

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-Q000-2442910.1 7/28/2022
10.4†10-Q000-2442910.2 7/28/2022
10.5†8-K000-2442910.2 1/12/2023
10.6†Filed
10.7†8-K000-2442910.3 1/12/2023
    Incorporated by Reference  
Number Exhibit Description Form File No. Exhibit Date 
Filed or Furnished
Herewith
3.1  8-K 000-24429 3.1
 6/7/2018  
3.2  8-K 000-24429 3.1
 9/20/2018  
4.1  S-4/A 333-101216 4.2
 1/30/2003  
4.2          Filed
10.1†  10-Q 000-24429 10.1
 8/7/2013  
10.2†  10-K 000-24429 10.3
 2/27/2018  
10.3†  10-K 000-24429 10.4
 2/26/2013  
10.4†  10-K 000-24429 10.4
 2/19/2019  
10.5†  8-K 000-24429 10.1
 6/7/2018  
10.6†  10-Q 000-24429 10.1
 11/8/2004  
10.7†  10-Q 000-24429 10.1
 5/4/2015  
10.8†  8-K 000-24429 10.1
 7/6/2009  
10.9†  8-K 000-24429 10.2
 7/6/2009  

    Incorporated by Reference  
Number Exhibit Description Form File No. Exhibit Date Filed or Furnished
Herewith
10.10†  8-K 000-24429 10.3
 7/6/2009  
10.11†  8-K 000-24429 10.4
 7/6/2009  
10.12†  8-K 000-24429 10.5
 7/6/2009  
10.13†  8-K 000-24429 10.6
 7/6/2009  
10.14†  8-K 000-24429 10.7
 7/6/2009  
10.15†  8-K 000-24429 10.8
 7/6/2009  
10.16†  8-K 000-24429 10.1
 6/7/2017  
10.17†  10-Q 000-24429 10.2
 8/3/2017  
10.18†  10-Q 000-24429 10.3
 8/3/2017  
10.19†  10-Q 000-24429 10.4
 8/3/2017  
10.20†  10-Q 000-24429 10.5
 8/3/2017  
10.21  8-K 000-24429 10.1
 3/14/2017  
10.22  8-K 000-24429 10.1
 11/9/2018  
10.23  10-K 000-24429 10.27
 2/19/2019  
21.1          Filed
23.1          Filed
31.1          Filed
31.2          Filed
32.1          Furnished
32.2          Furnished

Cognizant44December 31, 2022 Form 10-K

Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished
Herewith
101.INS10.8†10-K000-2442910.4 2/19/2019
10.9†8-K000-2442910.1 7/29/2020
10.10†10-K000-2442910.6 2/12/2021
10.11†10-K000-2442910.6 2/16/2022
10.12†8-K000-2442910.1 1/12/2023
10.13†10-Q000-2442910.3 7/28/2022
10.14†Filed
10.15†Filed
10.16†10-K000-2442910.7 2/16/2022
10.17†10-Q000-2442910.1 5/4/2015
10.18†8-K000-2442910.1 7/6/2009
10.19†8-K000-2442910.2 7/6/2009
10.20†8-K000-2442910.3 7/6/2009
10.21†8-K000-2442910.4 7/6/2009
10.22†8-K000-2442910.5 7/6/2009
10.23†8-K000-2442910.6 7/6/2009
10.24†8-K000-2442910.7 7/6/2009
10.25†8-K000-2442910.8 7/6/2009
10.26†8-K000-2442910.1 6/7/2017
Cognizant45December 31, 2022 Form 10-K

Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished
Herewith
10.27†10-Q000-2442910.2 8/3/2017
10.28†10-Q000-2442910.3 8/3/2017
10.29†10-Q000-2442910.4 8/3/2017
10.30†10-Q000-2442910.5 8/3/2017
10.31†10-Q000-2442910.1 5/8/2020
10.32†10-Q000-2442910.2 5/8/2020
10.33†8-K000-2442910.1 10/7/2022
10.34†10-Q000-2442910.1 7/30/2020
21.1Filed
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.


Cognizant46December 31, 2022 Form 10-K

Item 16. Form 10-K Summary
None.
Cognizant47December 31, 2022 Form 10-K

Table of Contents                                                

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/    BRRIANAVI HKUMPHRIESUMAR S
Brian Humphries,Ravi Kumar S,
Chief Executive Officer
(Principal Executive Officer)
Date:February 14, 202015, 2023
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/    RAVI KUMAR S
Chief Executive Officer and Director
(Principal Executive Officer)
February 15, 2023
Ravi Kumar S
/s/    BJRIAN ANH SUMPHRIESIEGMUND
Chief Executive Officer and Director
(Principal Executive Officer)
February 14, 2020
Brian Humphries
/s/    KAREN MCLOUGHLIN
Chief Financial Officer

(Principal Financial Officer)
February 14, 202015, 2023
Karen McLoughlinJan Siegmund
/s/    ROBERT TELESMANIC
Senior Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)
February 14, 202015, 2023
Robert Telesmanic
/s/    MSICHAELTEPHEN PJ. RATSALOS-FOXOHLEDER
ChairmanChair of the Board and DirectorFebruary 14, 202015, 2023
Michael Patsalos-FoxStephen J. Rohleder
/s/    ZEIN  ABDALLA
DirectorFebruary 14, 202015, 2023
Zein Abdalla
/s/    VINITA BALI
DirectorFebruary 15, 2023
Vinita Bali
/s/    MAUREEN  BREAKIRON-EVANS
DirectorFebruary 14, 202015, 2023
Maureen Breakiron-Evans
/s/    ARCHANA DESKUS
DirectorFebruary 15, 2023
Archana Deskus
/s/    JOHN M. DINEEN
DirectorFebruary 14, 202015, 2023
John M. Dineen
/s/    FRANCISCO D'SOUZA
DirectorFebruary 14, 2020
Francisco D'Souza
/s/    JOHN N. FOX, JR.
DirectorFebruary 14, 2020
John N. Fox, Jr.
/s/    JOHN E. KLEIN
DirectorFebruary 14, 2020
John E. Klein
/s/    LEO S. MACKAY, JR.
DirectorFebruary 14, 202015, 2023
Leo S. Mackay, Jr.
/s/    MICHAEL PATSALOS-FOX
DirectorFebruary 15, 2023
Michael Patsalos-Fox
/s/    JOSEPH M. VELLI
DirectorFebruary 14, 202015, 2023
Joseph M. Velli
/s/    SANDRA S. WIJNBERG
DirectorFebruary 14, 202015, 2023
Sandra S. Wijnberg
Cognizant48December 31, 2022 Form 10-K

Table of Contents                                                

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

CognizantF-1December 31, 2022 Form 10-K

Table of Contents                                                

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, 20192022 and 2018,2021, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2019,2022, 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, 2019,2022, 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, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20192022 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, 2019,2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Changes in Accounting Principles

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 overOver 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) 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 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.

CognizantF-2December 31, 2022 Form 10-K

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$8.3 billion of the Company’s total revenues for the year ended December 31, 2019,2022, 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 costcost-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 costcost-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 the value delivered, revenues are recognized as the service is performed based on the cost to costcost-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 used by management inwhen developing the estimated total expected labor costs to complete fixed-price contracts and the high degree ofsignificant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s estimate of total expected labor costs.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 14, 2020

15, 2023

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


CognizantF-3December 31, 2022 Form 10-K

Table of Contents                                                


COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions, except par values)
 At December 31,
 2019 2018
Assets   
Current assets:   
Cash and cash equivalents$2,645
 $1,161
Short-term investments779
 3,350
Trade accounts receivable, net of allowances of $67 and $78, respectively3,256
 3,190
Other current assets931
 909
Total current assets7,611
 8,610
Property and equipment, net1,309
 1,394
Operating lease assets, net926
 
Goodwill3,979
 3,481
Intangible assets, net1,041
 1,150
Deferred income tax assets, net585
 442
Long-term investments17
 80
Other noncurrent assets736
 689
Total assets$16,204
 $15,846
Liabilities and Stockholders’ Equity   
Current liabilities:   
Accounts payable$239
 $215
Deferred revenue313
 286
Short-term debt38
 9
Operating lease liabilities202
 
Accrued expenses and other current liabilities2,191
 2,200
Total current liabilities2,983
 2,710
Deferred revenue, noncurrent23
 62
Operating lease liabilities, noncurrent745
 
Deferred income tax liabilities, net35
 183
Long-term debt700
 736
Long-term income taxes payable478
 478
Other noncurrent liabilities218
 253
Total liabilities5,182
 4,422
Commitments and contingencies (See Note 15)


 


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, 548 and 577 shares issued and outstanding at December 31, 2019 and 2018, respectively5
 6
Additional paid-in capital33
 47
Retained earnings11,022
 11,485
Accumulated other comprehensive income (loss)(38) (114)
Total stockholders’ equity11,022
 11,424
Total liabilities and stockholders’ equity$16,204
 $15,846
December 31,
(in millions, except par values)20222021
Assets
Current assets:
Cash and cash equivalents$2,191 $1,792 
Short-term investments310 927 
Trade accounts receivable, net3,796 3,557 
Other current assets969 1,066 
Total current assets7,266 7,342 
Property and equipment, net1,101 1,171 
Operating lease assets, net876 933 
Goodwill5,710 5,620 
Intangible assets, net1,168 1,218 
Deferred income tax assets, net642 404 
Long-term investments427 463 
Other noncurrent assets662 701 
Total assets$17,852 $17,852 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$360 $361 
Deferred revenue398 403 
Short-term debt38 
Operating lease liabilities174 195 
Accrued expenses and other current liabilities2,407 2,532 
Total current liabilities3,347 3,529 
Deferred revenue, noncurrent19 40 
Operating lease liabilities, noncurrent714 783 
Deferred income tax liabilities, net180 218 
Long-term debt638 626 
Long-term income taxes payable283 378 
Other noncurrent liabilities362 287 
Total liabilities5,543 5,861 
Commitments and contingencies (See Note 15)
Stockholders’ equity:
Preferred stock, $0.10 par value, 15 shares authorized, none issued— — 
Class A common stock, $0.01 par value, 1,000 shares authorized, 509 and 525 shares issued and outstanding as of December 31, 2022 and 2021, respectively
Additional paid-in capital15 27 
Retained earnings12,588 11,922 
Accumulated other comprehensive income (loss)(299)37 
Total stockholders’ equity12,309 11,991 
Total liabilities and stockholders’ equity$17,852 $17,852 
The accompanying notes are an integral part of the consolidated financial statements.
CognizantF-4December 31, 2022 Form 10-K

Table of Contents                                                

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
  Year Ended December 31,
  2019 2018 2017
Revenues $16,783
 $16,125
 $14,810
Operating expenses:      
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 10,634
 9,838
 9,152
Selling, general and administrative expenses 2,972
 3,007
 2,697
Restructuring charges 217
 19
 72
Depreciation and amortization expense 507
 460
 408
Income from operations 2,453
 2,801
 2,481
Other income (expense), net:      
Interest income 176
 177
 133
Interest expense (26) (27) (23)
Foreign currency exchange gains (losses), net (65) (152) 67
Other, net 5
 (2) (3)
Total other income (expense), net 90
 (4) 174
Income before provision for income taxes 2,543
 2,797
 2,655
Provision for income taxes (643) (698) (1,153)
Income (loss) from equity method investments (58) 2
 2
Net income $1,842
 $2,101
 $1,504
Basic earnings per share $3.30
 $3.61
 $2.54
Diluted earnings per share $3.29
 $3.60
 $2.53
Weighted average number of common shares outstanding—Basic 559
 582
 593
Dilutive effect of shares issuable under stock-based compensation plans
1

2
 2
Weighted average number of common shares outstanding—Diluted 560
 584
 595
 Year Ended December 31,
(in millions, except per share data)202220212020
Revenues$19,428 $18,507 $16,652 
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization expense shown separately below)12,448 11,604 10,671 
Selling, general and administrative expenses3,443 3,503 3,100 
Restructuring charges— — 215 
Depreciation and amortization expense569 574 552 
Income from operations2,968 2,826 2,114 
Other income (expense), net:
Interest income59 30 119 
Interest expense(19)(9)(24)
Foreign currency exchange gains (losses), net(20)(116)
Other, net— 
Total other income (expense), net48 (18)
Income before provision for income taxes3,016 2,827 2,096 
Provision for income taxes(730)(693)(704)
Income (loss) from equity method investments— 
Net income$2,290 $2,137 $1,392 
Basic earnings per share$4.42 $4.06 $2.58 
Diluted earnings per share$4.41 $4.05 $2.57 
Weighted average number of common shares outstanding—Basic518 527 540 
Dilutive effect of shares issuable under stock-based compensation plans
Weighted average number of common shares outstanding—Diluted519 528 541 
The accompanying notes are an integral part of the consolidated financial statements.
CognizantF-5December 31, 2022 Form 10-K

Table of Contents                                                

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
  Year Ended December 31,
  2019 2018 2017
Net income $1,842
 $2,101
 $1,504
Other comprehensive income (loss), net of tax:      
Foreign currency translation adjustments 39
 (65) 111
Change in unrealized gains and losses on cash flow hedges 29
 (118) 76
Change in unrealized losses on available-for-sale investment securities 8
 
 (3)
Other comprehensive income (loss) 76
 (183) 184
Comprehensive income $1,918
 $1,918
 $1,688
 Year Ended December 31,
(in millions)202220212020
Net income$2,290 $2,137 $1,392 
Change in Accumulated other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(228)(75)119 
Unrealized gains and losses on cash flow hedges(108)29 
Other comprehensive income (loss)(336)(73)148 
Comprehensive income$1,954 $2,064 $1,540 
The accompanying notes are an integral part of the consolidated financial statements.
CognizantF-6December 31, 2022 Form 10-K

Table of Contents                                                

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except per share data)
(in 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, 2019548 $$33 $11,022 $(38)$11,022 
Cumulative effect of changes in accounting principle (1)
— — — — 
Net income— — — 1,392 — 1,392 
Other comprehensive income (loss)— — — — 148 148 
Common stock issued, stock-based compensation plans— 142 — — 142 
Stock-based compensation expense— — 232 — — 232 
Repurchases of common stock(24)— (375)(1,246)— (1,621)
Dividends declared, $0.88 per share— — — (480)— (480)
Balance, December 31, 2020530 32 10,689 110 10,836 
Net income— — — 2,137 — 2,137 
Other comprehensive income (loss)— — — — (73)(73)
Common stock issued, stock-based compensation plans— 130 — — 130 
Stock-based compensation expense— — 246 — — 246 
Repurchases of common stock(10)— (381)(394)— (775)
Dividends declared, $0.96 per share— — — (510)— (510)
Balance, December 31, 2021525 27 11,922 37 11,991 
Net income— — — 2,290 — 2,290 
Other comprehensive income (loss)— — — — (336)(336)
Common stock issued, stock-based compensation plans— 86 — — 86 
Stock-based compensation expense— — 261 — — 261 
Repurchases of common stock(20)— (359)(1,059)— (1,418)
Dividends declared, $1.08 per share— — — (565)— (565)
Balance, December 31, 2022509 $$15 $12,588 $(299)$12,309 
(1)    Reflects the adoption of the Credit Loss Standard on January 1, 2020.
  Class A Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
  Total
 Shares     Amount 
Balance, December 31, 2016 608
 $6
 $358
 $10,478
 $(114) $10,728
Net income 
 
 
 1,504
 
 1,504
Other comprehensive income (loss) 
 
 
 
 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 declared, $0.45 per share 
 
 
 (268) 
 (268)
Balance, December 31, 2017 588
 6
 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 6
 
 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, 2018 577
 6
 47
 11,485
 (114) 11,424
Cumulative effect of changes in accounting principle (2)
 
 
 
 2
 
 2
Net income 
 
 
 1,842
 
 1,842
Other comprehensive income (loss) 
 
 
 
 76
 76
Common stock issued, stock-based compensation plans 7
 
 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, 2019 548
 $5
 $33
 $11,022
 $(38) $11,022
             
             
(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 as described in
Note 1 and Note 7.

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

CognizantF-7December 31, 2022 Form 10-K

Table of Contents                                                

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Year Ended December 31,
Year Ended December 31,
2019 2018 2017
(in millions)(in millions)202220212020
Cash flows from operating activities:     Cash flows from operating activities:
Net income$1,842
 $2,101
 $1,504
Net income$2,290 $2,137 $1,392 
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 amortization526
 498
 443
Depreciation and amortization569 574 559 
Deferred income taxes(306) 8
 124
Deferred income taxes(273)27 184 
Stock-based compensation expense217
 267
 221
Stock-based compensation expense261 246 232 
Other119
 125
 (71)Other45 (1)119 
Changes in assets and liabilities:     Changes in assets and liabilities:
Trade accounts receivable37
 (365) (249)Trade accounts receivable(238)(407)264 
Other current and noncurrent assets159
 (8) (270)Other current and noncurrent assets343 348 73 
Accounts payable8
 (4) 16
Accounts payable(11)(35)109 
Deferred revenue, current and noncurrent56
 (86) 18
Deferred revenue, current and noncurrent(26)19 65 
Other current and noncurrent liabilities(159) 56
 671
Other current and noncurrent liabilities(392)(413)302 
Net cash provided by operating activities2,499
 2,592
 2,407
Net cash provided by operating activities2,568 2,495 3,299 
Cash flows from investing activities:     Cash flows from investing activities:
Purchases of property and equipment(392) (377) (284)Purchases of property and equipment(332)(279)(398)
Purchases of available-for-sale investment securities(333) (1,630) (3,120)Purchases of available-for-sale investment securities(1,227)(430)— 
Proceeds from maturity or sale of available-for-sale investment securities2,107
 1,838
 3,404
Proceeds from maturity of available-for-sale investment securitiesProceeds from maturity of available-for-sale investment securities1,315 120 — 
Purchases of held-to-maturity investment securities(693) (1,363) (1,221)Purchases of held-to-maturity investment securities(44)(203)(202)
Proceeds from maturity of held-to-maturity investment securities1,498
 1,164
 404
Proceeds from maturity of held-to-maturity investment securities54 180 467 
Purchases of other investments(483) (513) (385)Purchases of other investments(546)(1,660)(531)
Proceeds from maturity or sale of other investments501
 365
 836
Proceeds from maturity or sale of other investments1,013 1,078 549 
Payments for business combinations, net of cash acquired, and equity and cost method investments(617) (1,111) (216)
Net cash provided by (used in) investing activities1,588
 (1,627) (582)
Proceeds from sales of businessesProceeds from sales of businesses28 — — 
Payments for business combinations, net of cash acquiredPayments for business combinations, net of cash acquired(367)(970)(1,123)
Net cash (used in) investing activitiesNet cash (used in) investing activities(106)(2,164)(1,238)
Cash flows from financing activities:     Cash flows from financing activities:
Issuance of common stock under stock-based compensation plans159
 181
 189
Issuance of common stock under stock-based compensation plans86 130 142 
Repurchases of common stock(2,247) (1,261) (1,889)Repurchases of common stock(1,422)(771)(1,621)
Repayment of term loan borrowings and finance lease and earnout obligations(28) (91) (95)
Net change in notes outstanding under the revolving credit facility
 (75) 75
Proceeds from debt modification
 25
 
Repayment of Term Loan borrowings and finance lease and earnout obligationsRepayment of Term Loan borrowings and finance lease and earnout obligations(686)(53)(50)
Proceeds from debt refinancingProceeds from debt refinancing650 — — 
Debt issuance costs
 (4) 
Debt issuance costs(3)— — 
Proceeds from borrowing under the revolving credit facilityProceeds from borrowing under the revolving credit facility— — 1,740 
Repayment of notes outstanding under the revolving credit facilityRepayment of notes outstanding under the revolving credit facility— — (1,740)
Dividends paid(453) (468) (265)Dividends paid(564)(509)(480)
Net cash (used in) financing activities(2,569) (1,693) (1,985)Net cash (used in) financing activities(1,939)(1,203)(2,009)
Effect of exchange rate changes on cash and cash equivalents(34) (36) 51
Increase (decrease) in cash and cash equivalents1,484
 (764) (109)
Effect of exchange rate changes on cash, cash equivalents and restricted cashEffect of exchange rate changes on cash, cash equivalents and restricted cash(21)(16)(17)
Increase (decrease) in cash, cash equivalents and restricted cashIncrease (decrease) in cash, cash equivalents and restricted cash502 (888)35 
Cash and cash equivalents, beginning of year1,161
 1,925
 2,034
Cash and cash equivalents, beginning of year1,792 2,680 2,645 
Cash and cash equivalents, end of period$2,645
 $1,161
 $1,925
     
Cash, cash equivalents and restricted cash, end of yearCash, cash equivalents and restricted cash, end of year$2,294 $1,792 $2,680 
Supplemental information:     Supplemental information:
Cash paid for income taxes during the year$870
 $597
 $587
Cash paid for income taxes during the year$813 $625 $745 
Cash interest paid during the year$25
 $21
 $21
Cash interest paid during the year$15 $$25 
The accompanying notes are an integral part of the consolidated financial statements.
CognizantF-8December 31, 2022 Form 10-K

Table of Contents                                                

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, transforming clients’ business, operatingengineering modern businesses and delivering strategic outcomes for our clients. We help clients modernize technology, models for the digital era. Our services include digital servicesreimagine processes and solutions, consulting, application development, systems integration, application testing, application maintenance, 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.transform experiences so they can stay ahead in a fast-changing world. We tailor our services and solutions to specific industries with an integrated global delivery model that employs client service and delivery teams based at client locations and dedicated global and regional delivery centers. Our services include digital services and solutions, consulting, application development, systems integration, quality engineering and assurance, application maintenance, infrastructure and security as well as business process services and automation. Digital services continue to be an important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses.
Basis of Presentation, Principles of Consolidation and Use of Estimates. The consolidated financial statements are presented in accordance with 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. 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 commercial paper that have a maturity, at the date of purchase, of 90 days or 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 classify and account for our marketable debt securities as either 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 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. 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)" on the consolidated statements of financial position until realized. We determine the cost of the securities sold based on the specific identification method. Our held-to-maturity investment securities are financial instruments for whichthat we have the intent and ability to hold to maturity and we classify these securities with maturities 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.long-term investments. Held-to-maturity securities are reported at amortized cost. Interest and amortization of premiums and discounts for debt securities are included in interest income.
On a quarterly basis, we evaluate our held-to-maturity investments for possible other-than-temporary impairment by reviewing quantitative and qualitative factors. If
For available-for-sale debt securities, if we do not intend to sell the security andor it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate quantitativequalitative criteria, such as the financial health of and qualitative criteriaspecific prospects for the issuer, to determine whether we do not expect to recover the amortized cost basis of the security. We also evaluate quantitative criteria including determining whether there has been an adverse change in expected future cash flows. If we do not expect to recover the entire amortized cost basis of the security, we consider the security to be other-than-temporarily impairedcontain an expected credit loss, and we record the difference between the security’s amortized cost basis and its recoverable amount in earnings as an allowance for credit loss and the difference between the security’s recoverable amount and fair value in other comprehensive income. If the fair value of the security is less than its cost basis and 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.
Short-term
On initial recognition and on an ongoing basis, we evaluate our held-to-maturity investment securities for expected credit losses collectively when they share similar risk characteristics or individually, when the risk characteristics are different. The allowance for expected credit losses is determined using our historical loss experience. We monitor the credit ratings of the
CognizantF-9December 31, 2022 Form 10-K

securities in our portfolio to evaluate the need 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 when deemed uncollectible.
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 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" in Note 6.
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 contractual 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 andetermine the rate implicit interest rate.in the lease. 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 changesChanges in CPI subsequent to the CPIlease commencement 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 property tax.lease concessions. These variable costs are recognized in the period in which the obligation 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.
Prior to
Both ROU assets and finance lease assets are reviewed for impairment whenever events or changes in circumstances indicate that the adoptioncarrying amount of the New Lease Standard on January 1, 2019, we wererelated asset group may not required to recognize ROU lease assets and lease liabilities on our consolidated statement of financial position for operating leases. See Note 7 for additional information on the impact of adoption of this standard.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 planning and post-implementation activities are expensed as incurred.
Cloud Computing Arrangements. We defer certain implementation costs that are incurred when implementing cloud computing service or software-as-a-service arrangements, which primarily include efforts associated with configuration and development activities. Once the service is ready for use, deferred costs are expensed 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 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.
CognizantF-10December 31, 2022 Form 10-K

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 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. 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 Company'sinvestment 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. Our 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.
Long-lived Assets and Finite-lived 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 asset groups. The impairment loss is determined as the amount by which the carrying amount of the asset group exceeds its fair value. Intangible assets consist primarily of clientcustomer relationships and developed technology, which are being amortized on a straight-line basis over their estimated useful lives.

Goodwill and Indefinite-lived Intangible Assets. At each acquisition date, we allocate goodwill and intangible assets to our reporting units based on how we expect each reporting unit to benefit from the respective business combination. Our seven industry-based operating segments are our reporting units. 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 throughthrough ASR agreements enteredentered 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 statements of financial position, we (1) reduce common stock for the par value of the shares, (2) reduce additional paid-in capital for the amount in excess of par during the period in which the shares are repurchased and (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 statements of financial position in the period the payments are made.
Revenue Recognition. We recognize revenues as we transfer control of deliverables (products, solutions and services) to our 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 collectabilitycollectibility 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 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.

CognizantF-11December 31, 2022 Form 10-K

Revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services are recognized as the service is performed using the cost to costcost-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. Revenues related to fixed-price application maintenance, testingquality engineering and assurance as well as business process 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 are recognized as the service is performed based on the cost to costcost-to-cost method described above. The cost to costcost-to-cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; suchinformation. Such estimates and changes in estimates involve the use of judgment. The 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.

Revenues related to fixed-price hosting and infrastructure and security 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 are 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 performance obligations; for example, the cost to costcost-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 are recognized when the software is delivered 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 related services are recognized as the services are performed 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, contract termination provisions and the feasibility of the client to operate the software, are considered in determining whether the arrangement includes a license 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 the variable amounts is resolved. Revenues related to software maintenance and support are generally recognized on a straight-line basis over the contract period.

Incentive revenues, volume discounts, or any other form of variable consideration is estimated using either the 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 isare therefore not considered an additional performance obligation in the contract.

We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined 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 customer. 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.

CognizantF-12December 31, 2022 Form 10-K

We assess the timing of the transfer 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 required to encourage customer commitment to the project and protect us from early termination of the contract.

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 existing contract and creation of a new contract if not priced at the standalone selling price. Services added to our application development and systems integration service contracts are typically not distinct, while services added to our other contracts, including application maintenance, testingquality engineering and assurance as well as business process services contracts, are typically distinct.

From time to time, we may enter into arrangements with third party suppliers to resell products or services. In such 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 evaluate whether we control the good 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.

Prior to the adoption of the New Revenue Standard on January 1, 2018, revenues were earned and recognized when all of the following criteria were met: evidence of an arrangement existed, the price was fixed or determinable, the services had been

rendered and collectability was reasonably assured. Contingent or incentive revenues were recognized when the contingency was satisfied and we concluded the amounts were earned. Volume discounts were recorded as a reduction of revenues as services were provided. Revenues also included the reimbursement of out-of-pocket expenses.

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 costcost-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 the timing of when we expect to recognize the revenues.

During the fourth quarter of 2019, we determined that it is preferable to change our accounting policy to net certain amounts due to customers, such as discounts and rebates, with trade accounts receivable, in order to better align with industry practice and better reflect amounts due from our customers on our consolidated statements of financial position. As a result, we netted $99 million of amounts due to customers, which would have otherwise been included in the caption "Accrued expenses and other current liabilities", within the caption "Trade accounts receivable, net" in our consolidated statement of financial position as of December 31, 2019. We applied this change in accounting policy retrospectively and decreased "Trade accounts receivable, net" and "Accrued expenses and other current liabilities" by $67 million as of December 31, 2018. The impact of the adjustment to our consolidated statements of financial position was immaterial for all periods presented and there was no impact to our operating results or cash flows.

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 opening and closing balances of our contract assets and contract liabilities primarily results from the timing difference between our performance obligations and the client’s payment. We receive payments from clients based on the terms established in our contracts, which vary byfrom contract type.

to contract.
Allowance for Doubtful Accounts.Credit Losses. We maintain an allowancecalculate expected credit losses for doubtful accounts to provide for the estimated amount of trade accounts receivables that may not be collected. The allowance is based upon an assessment of client creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors. We evaluate the collectability of our trade accounts receivable and contract assets. Expected credit losses include losses expected based on an on-goingknown credit issues with specific customers as well as a general expected credit loss allowance based on relevant information, including historical loss rates, current conditions, and reasonable economic forecasts that affect collectibility. We update our allowance for credit losses on a quarterly basis and write off accounts when they are deemed to be uncollectable.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 contract, (2) generate or enhance resources of the Company that will be used in satisfying the performance obligation in the 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 flowsconsideration that has not already been recognized as revenue less costs related to the services being provided are not sufficient to recover the carrying amount of the capitalized costs to fulfill. 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 statements of operations.

Stock-Based Compensation. Stock-based compensation expense for awards of equity instruments to employees and non-employee directors is determined based on the grant date fair value of those awards. We recognize these compensation costs net
CognizantF-13December 31, 2022 Form 10-K

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 expense relating to RSUs is recognized on a straight-line basis as shares vest over the requisite service period. Stock-based compensation costs for PSUs 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 exchange rates. The resulting translation adjustments are recorded in the caption "Accumulated other comprehensive income (loss)" on the consolidated statements of financial position.

Foreign currency transactions and balances are those that are denominated in a currency other than the entity’s functional currency. TheAn 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 some of our foreign 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 entity at historical exchange rates while monetary assets and liabilities

are remeasured to the functional currency of the entity 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 statements of operations together with gains or losses on our undesignated foreign currency hedges.
Derivative Financial Instruments. Derivative financial instruments are recorded on our 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 consolidated statements of financial position. Any ineffectivenessineffectiveness or excluded portion of a designated cash flow hedge is recognized in net income. UponUpon 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.
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.audit or the expiration of the applicable statute of limitations. 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. Basic EPS 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. 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 2019, 20182022, 2021 and 20172020 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.

CognizantF-14December 31, 2022 Form 10-K

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Recently Adopted Accounting Pronouncements
Date Issued and TopicDate Adopted and MethodDescriptionImpact
Date Issued and TopicDate Adopted and MethodDescriptionImpact
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 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.
As a result of the adoption, we recorded an adjustment to opening retained earnings of approximately $121 million.

February 2016

Leases

January 1, 2019

Effective Date Method
The new standard replaces the existing guidance on leases and requires the lessee to recognize a ROU asset and a lease liability for all leases with lease terms greater than twelve months. For finance leases, the lessee recognizes interest expense and amortization of the ROU asset, and for operating leases, the lessee recognizes total lease expense on a straight-line basis. The 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 recognized at the beginning of the earliest period presented or the effective date method, which is retrospective to the beginning of the period of adoption through a cumulative-effect adjustment.
See Note 7 for the impact of adoption of this standard.
March 2017

Nonrefundable Fees and Other Costs
January 1, 2019

Modified Retrospective
This update shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. The amendments do not require an accounting change for securities held at a discount. Upon adoption, entities are required to use a modified retrospective transition with the cumulative effect adjustment recognized to retained earnings as of the beginning of the period of adoption.The adoption of this update did not have an impact on our consolidated financial statements.
August 2018

Customer’s Accounting for Implementation Costs Incurred in a CCA that is a Service Contract
Early adoption on January 1, 2019

Prospective
This update aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. In addition, this update clarifies the financial statement presentation requirement for capitalized implementation costs and related amortization of such costs.The adoption of this update did not have an impact on our consolidated financial statements.

New Accounting Pronouncement
Date Issued and TopicEffective DateDescriptionImpact
June 2016

Financial Instruments-Credit Losses

January 1, 2020


Modified Retrospective
The new standard requires the measurement 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 changes in expected lifetime credit losses. The standard requires a cumulative effect adjustment to the statement of financial position as of the beginning of the first reporting period in which the guidance is effective.

We do not expect
As a result of the adoption, we recorded an increase to our opening retained earnings and "Trade accounts receivable, net" of this update to have a material impact on our financial statements.$1 million each.




Note 2 — Revenues
Disaggregation of Revenues

The tables below present disaggregated revenues from contracts with clients by client location, service line and contract-typecontract type for each of our reportable business segments. We believe this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors. Our consulting and technology services include consulting, application development, systems integration, quality engineering and application testingassurance services as well as software solutions and related services while our outsourcing services include application maintenance, infrastructure and security as well as business process services. Revenues are attributed to geographic regions based upon client location.location, which is the client's billing address. Substantially all of the revenuerevenues in our North America region relatesrelate to operationsclients in the United States.
Year Ended December 31, 2022
(in millions)FSHSP&RCMTTotal
Revenues
Geography:
North America$4,312 $4,853 $3,078 $2,192 $14,435 
United Kingdom599 171 521 519 1,810 
Continental Europe590 483 585 137 1,795 
Europe - Total1,189 654 1,106 656 3,605 
Rest of World571 124 382 311 1,388 
Total$6,072 $5,631 $4,566 $3,159 $19,428 
Service line:
Consulting and technology services$4,207 $3,226 $3,017 $1,775 $12,225 
Outsourcing services1,865 2,405 1,549 1,384 7,203 
Total$6,072 $5,631 $4,566 $3,159 $19,428 
Type of contract:
Time and materials$3,516 $2,010 $1,856 $1,797 $9,179 
Fixed-price2,265 2,471 2,357 1,206 8,299 
Transaction or volume-based291 1,150 353 156 1,950 
Total$6,072 $5,631 $4,566 $3,159 $19,428 
  Year Ended
  December 31, 2019
  Financial Services Healthcare Products and Resources Communications, Media and Technology Total
  (in millions)
Revenues          
Geography:          
North America $4,137
 $4,147
 $2,678
 $1,764
 $12,726
United Kingdom 484
 130
 380
 319
 1,313
Continental Europe 728
 341
 453
 169
 1,691
Europe - Total 1,212
 471
 833
 488
 3,004
Rest of World 520
 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 services 2,087
 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-price 1,922
 1,635
 1,730
 803
 6,090
Transaction or volume-based 296
 1,215
 408
 118
 2,037
Total $5,869
 $4,695
 $3,770
 $2,449
 $16,783


  Year Ended
  December 31, 2018
  Financial Services Healthcare Products and Resources Communications, Media and Technology Total
  (in millions)
Revenues (1)
          
Geography:          
North America $4,162
 $4,254
 $2,397
 $1,480
 $12,293
United Kingdom 481
 91
 358
 344
 1,274
Continental Europe 666
 270
 440
 187
 1,563
Europe - Total 1,147
 361
 798
 531
 2,837
Rest of World 536
 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 services 2,274
 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-price 1,859
 1,852
 1,521
 734
 5,966
Transaction or volume-based 224
 980
 388
 97
 1,689
Total $5,845
 $4,668
 $3,415
 $2,197
 $16,125

(1)CognizantOn January 1, 2018, we adopted the New Revenue Standard using the modified retrospective method. Results for reporting periods beginning on or after January 1, 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting policies.F-15December 31, 2022 Form 10-K

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Year Ended December 31, 2021
(in millions)FSHSP&RCMTTotal
Revenues
Geography:
North America$4,204 $4,571 $2,937 $1,924 $13,636 
United Kingdom547 168 471 456 1,642 
Continental Europe745 477 539 158 1,919 
Europe - Total1,292 645 1,010 614 3,561 
Rest of World555 121 329 305 1,310 
Total$6,051 $5,337 $4,276 $2,843 $18,507 
Service line:
Consulting and technology services$4,079 $3,090 $2,725 $1,693 $11,587 
Outsourcing services1,972 2,247 1,551 1,150 6,920 
Total$6,051 $5,337 $4,276 $2,843 $18,507 
Type of contract:
Time and materials$3,613 $2,063 $1,785 $1,679 $9,140 
Fixed-price2,063 2,157 2,085 1,032 7,337 
Transaction or volume-based375 1,117 406 132 2,030 
Total$6,051 $5,337 $4,276 $2,843 $18,507 
Year Ended December 31, 2020
(in millions)FSHSP&RCMTTotal
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 
In 2020, we made an offer to settle and exit a large customer engagement of our Samlink subsidiary. In connection with our settlement offer, we recorded a reduction ofrevenues of $118 million and additional expenses of $33 million, primarily related to the impairment of long-lived assets. The $118 million reduction in revenue impacted our Financial Services segment within Continental Europe, consulting and technology services and fixed-price contracts. In 2021, the settlement agreements became final and we additionally entered into an agreement to sell the Samlink subsidiary. The sale of our Samlink subsidiary closed on February 1, 2022.

CognizantF-16December 31, 2022 Form 10-K

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Costs to Fulfill
The following table presents information related toshows significant movements in the capitalized costs to fulfill, such as setup or transition activities. Costsfulfill:
(in millions)20222021
Beginning balance$394 $467 
Costs capitalized39 56 
Amortization expense(109)(118)
Impairment charges (1)
(59)(11)
Ending balance$265 $394 
(1) The impairment charges in 2022 are related 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. a large volume-based contract with a Health Sciences client. In 2021, the impairment charges relate to various clients across multiple business segments.
Costs to obtain contracts were immaterial for the periodperiods disclosed.
  2019 2018
  (in millions)
Beginning balance $400
 $303
Costs capitalized 189
 167
Amortization expense (79) (70)
Impairment charge (25) 
Ending balance $485
 $400

Contract Balances

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. The table below shows significant movements in contract assets:
  2019 2018
  (in millions)
Beginning balance $305
 $306
Revenues recognized during the period but not billed 313
 285
Amounts reclassified to trade accounts receivable (284) (286)
Ending balance $334
 $305

(in millions)20222021
Beginning balance$310 $315 
Revenues recognized during the period but not billed308 275 
Amounts reclassified to trade accounts receivable(285)(280)
Effect of foreign currency exchange movements(7)— 
Ending balance$326 $310 

Our contractContract liabilities, or deferred revenue, consist of advance payments and billings in excess of revenues recognized. The table below shows significant movements in the deferred revenue balances (current and noncurrent):
  2019 2018
  (in millions)
Beginning balance $348
 $431
Amounts billed but not recognized as revenues 319
 204
Revenues recognized related to the opening balance of deferred revenue (261) (287)
Other (1)
 (70) 
Ending balance $336
 $348
(in millions)20222021
Beginning balance$443 $419 
Amounts billed but not recognized as revenues397 413 
Revenues recognized related to the beginning balance of deferred revenue(416)(389)
Effect of foreign currency exchange movements(7)— 
Ending balance$417 $443 

(1)
See the Business Combinations section in Note 1.
Revenues recognized during the year ended December 31, 20192022 for performance obligations satisfied or partially satisfied in previous periods were immaterial.
Remaining Performance Obligations
As of December 31, 2019,2022, the aggregate amount of transaction price allocated to remaining performance obligations, was $1,647$3,361 million, of which approximately 70%55% is expected to be recognized as revenues within 2 years. years and 75% is expected to be recognized as revenues within 5 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 ASC Topic 606 "Revenue from Contracts with Customers,"
(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
(1)Cognizantcontracts with a duration of one year or less as determined under the New Revenue Standard,F-17December 31, 2022 Form 10-K
(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.

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(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 Credit Losses
The following table presents the activity in the allowance for credit losses for the trade accounts receivable:
(in millions)202220212020
Beginning balance$50 $57 $67 
Impact of adoption of the Credit Loss Standard— — (1)
Credit loss expense
Write-offs charged against the allowance(16)(13)(17)
Ending balance$43 $50 $57 

Note 3 — Business Combinations

All acquisitionsAcquisitions completed during each of the three years ended December 31, 2019, 20182022, 2021 and 20172020 were not individually or in the aggregate material to our operations or cash flow.operations. Accordingly, pro forma results have not been presented. We have allocated the purchase price related to these transactions to tangible and intangible assets acquired and liabilities assumed, including non-deductible goodwill, based on their estimated fair values. 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 amortizableidentifiable intangible asset.

2022

2019

In 2019,2022, we acquired 100% ownershipownership in each of the following:
Mustache,AustinCSI, a creative content agency baseddigital transformation consultancy specializing in the United States, that extendsenterprise cloud and data analytics advisory services, acquired to complement our capabilities in creating originaltechnology and branded content for digital, broadcastindustry expertise (acquired December 15, 2022); and social mediums (acquired on January 15, 2019).
Meritsoft,Utegration, a financial software company based in Ireland, that complements ourfull service offerings to capital markets institutions (acquired on March 4, 2019).
Samlink, a developer of servicesconsulting and solutions provider specializing in SAP technology and SAP-certified products for the financial sector basedenergy and utilities sectors, acquired to expand and strengthen our industry expertise in Finland, that strengthens our banking capabilities and brings with it a strategic partnership with three Finnish financial institutions to transform and operate a shared core banking platformSAP practice (acquired on April 1, 2019)December 19, 2022).
Zenith, a life sciences company based in Ireland, that extends our service capabilities for connected biopharmaceutical and medical device manufacturers (acquired on July 29, 2019).
Contino, a technology consulting firm that extends our capabilities in enterprise DevOps and cloud transformation (acquired on October 31, 2019).
The allocations of preliminary purchase price to the fair value of the aggregate assets acquired and liabilitiesliabilities assumed were as follows:
(dollars in millions)AustinCSIUtegrationTotalWeighted Average Useful Life
Cash$— $$
Trade accounts receivable21 30 
Property and equipment and other assets15 19 
Non-deductible goodwill— 23 23 
Tax-deductible goodwill83 87 170 
Customer relationship assets69 83 152 11.1 years
Other intangible assets— 3.1 years
Current liabilities(3)(17)(20)
Noncurrent liabilities(1)(4)(5)
Purchase price$161 $214 $375 
 Contino Meritsoft Zenith Others Total Weighted Average Useful Life
 (dollars in millions)  
Cash$7
 $14
 $9
 $15
 $45
  
Current assets16
 6
 52
 21
 95
  
Property, plant and equipment and other noncurrent assets4
 1
 6
 14
 25
  
Non-deductible goodwill198
 147
 76
 21
 442
  
Customer relationship intangible assets29
 46
 73
 19
 167
 10.7 years
Other intangible assets2
 29
 4
 6
 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
  
For the year ended December 31, 2022, revenues from acquisitions completed in 2022, since the dates of acquisition, were immaterial. For acquisitions completed in 2019,2022, the allocation of purchase price 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.
2018
CognizantF-18December 31, 2022 Form 10-K

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2021
In 2018,2021, we completedacquired 100% ownership in each of the following 5 business combinations:following:
Bolder,Linium, a cloud transformation consultancy group specializing in the ServiceNow platform and solutions for smart digital enterprise workflows, acquired to broaden our enterprise service management capabilities (acquired January 31, 2021);
Magenic, a provider of revenue cycleagile software and cloud development, DevOps, experience design and advisory services across a range of industries, acquired to enhance our global software engineering expertise (acquired February 1, 2021);
Servian, an Australia-based enterprise transformation consultancy specializing in data analytics, AI, digital services, experience design and cloud, acquired to enhance our digital portfolio and market presence in Australia and New Zealand (acquired April 1, 2021);
ESG Mobility, a digital automotive engineering research and development provider for connected, autonomous and electric vehicles, acquired to expand our digital engineering expertise, particularly in connected vehicles (acquired June 1, 2021);
TQS, a global industrial data and intelligence company, acquired to accelerate our growth in IoT, data and analytics (acquired July 30, 2021);
Hunter, a provider of digital engineering and project management solutionsservices, acquired to the healthcare industryextend our talent network in key markets, expanding our digital engineering resources in the United States.States (acquired August 16, 2021); and
Hedera Consulting,Devbridge, a business advisorysoftware consultancy and data analytics service provider in Belgiumproduct development company, acquired to expand our software product engineering capabilities and the Netherlands.global delivery footprint (acquired December 9, 2021).
Softvision, a digital engineering and consulting company with significant operations in Romania and India that focuses on agile development of custom cloud-based software and platforms for clients primarily in the United States.
ATG, a United States based consulting company that helps companies plan, implement and optimize automated cloud-based quote-to-cash business processes and technologies.
SaaSfocus, a Salesforce services provider in Australia.


The allocationallocations of purchase price to the fair value of the aggregate assets acquired and liabilitiesliabilities assumed waswere as follows:
(dollars in millions)DevbridgeServianMagenicESG MobilityLiniumOtherTotalWeighted Average Useful Life
Cash$$$13 $28 $— $$54 
Trade accounts receivable12 15 17 30 12 91 
Property and equipment and other assets28 
Operating lease assets, net11 10 27 — 54 
Non-deductible goodwill41 184 10 26 — 18 279 
Tax-deductible goodwill140 — 137 24 57 10 368 
Customer relationship assets72 77 90 77 24 32 372 9.8 years
Other intangible assets— — — — 3.8 years
Current liabilities(11)(12)(29)(22)(2)(7)(83)
Noncurrent liabilities(9)(29)(7)(66)— (6)(117)
Purchase price, inclusive of contingent consideration$268 $252 $246 $132 $85 $66 $1,049 
  Softvision Bolder Others  Total Weighted Average Useful Life
  ( dollars in millions)  
Cash $4
 $7
 $4
 $15
  
Current assets 54
 32
 15
 101
  
Property, plant and equipment and other noncurrent assets 7
 7
 1
 15
  
Non-deductible goodwill 385
 335
 76
 796
  
Customer relationship intangible assets 133
 113
 30
 276
 10.3 years
Other intangible assets 9
 17
 1
 27
 3.7 years
Trademark 
 9
 
 9
 Indefinite
Current liabilities (47) (11) (9) (67)  
Noncurrent liabilities (4) (37) (9) (50)  
Purchase price $541
 $472
 $109
 $1,122
  
For the year ended December 31, 2021, revenues from acquisitions completed in 2021, since the dates of acquisition, were $301 million.


2017

In 2017, we completed the following 5 business combinations:
Brilliant, an intelligent products and solutions company based in Japan specializing in digital strategy, product design and engineering, the IoT, and enterprise mobility that expands our digital transformation portfolio and capabilities.
Top Tier, a U.S. healthcare management consulting firm that strengthens our consulting service offerings within the healthcare consulting market.
TMG, 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.
Netcentric, 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.
Zone, 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.

The allocation of purchase price to the fair value of the aggregate assets acquired and liabilities assumed was as follows:
 Fair Value Weighted Average Useful Life
 (in millions)  
Cash$8
  
Current assets47
  
Property, plant and equipment and other noncurrent assets19
  
Non-deductible goodwill125
  
Customer relationship intangible assets147
 10.6 years
Other intangible assets4
 2.4 years
Current liabilities(50)  
Noncurrent liabilities(67)  
Purchase price$233
  



Note 4 — Restructuring Charges

In 2017,During 2020, we began aincurred costs related to both our realignment program with the objective of improvingand our 2020 Fit for Growth Plan. Our realignment program, which began in 2017, targeted improved client focus, our cost structure and the efficiency and effectiveness of our delivery while continuing to drive revenue growth. As part of the realignment program, we incurred Executive Transition Costs, employee separation costs, employee retention costs and third party realignment costs. Our third party realignment costs include professional fees related to the development of our realignment program and facility exit costs.
Over the next two years, we intend to implement our 2020 Fit for Growth Plan, which is expected to involve significant investments in technology, sales and marketing, talent re-skilling, acquisitions and partnerships to further sharpen our strategic positioning in key digital areas as well as our strategic decision to exit certain content-related services. The 2020 Fit for Growth Plan involves certain measures, which commencedbegan in the fourth quarter of 2019, to optimizesimplified our organizational model and optimized our cost structure in order to partially fund thesethe investments required to execute on our strategy and advance our growth agenda.
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 program and our 2020 Fit for Growth Plan are reported in "Restructuring charges" in our consolidated statements of operations. We do not allocate these charges to individual segments in internal management reportsreports used by the chief operating decision maker. Accordingly, such expenses are separately disclosedincluded in our segment reporting as “unallocated costs”.costs.” See Note 1918.
Charges
CognizantF-19December 31, 2022 Form 10-K

During 2020, we incurred $42 million of certain employee retention costs and professional fees related to our realignment program and $173 million of employee separation, employee retention and facility exit costs and other charges related to our 2020 Fit for Growth Plan were as follows:
 Years Ended December 31,
 2019 2018 2017
 (in millions)
Realignment Program:     
Employee separation costs$64
 $18
 $53
Executive Transition Costs22
 
 
Employee retention costs45
 
 
Third party realignment costs38
 1
 19
2020 Fit for Growth Plan:     
Employee separation costs45
 
 
Employee retention costs2
 
 
Facility exit costs1
 
 
Total restructuring charges$217
 $19
 $72

The 2020 Fit for Growth Plan charges include $5 million ofPlan. We did not incur any costs incurred in 2019 related to our exit from certain content-related services.
Changes in ourthese plans during 2022 or 2021 and had no 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 statement of financial position, are presented in the table below.
  (in millions)
Balance - December 31, 2018 $
Employee separation costs accrued 109
Payments made 62
Balance - December 31, 2019 $47
The accrued employee separation costsrelated to these plans as of December 31, 2017 were immaterial.2022.


Note 5 — Investments
Our investments were as follows as of December 31:
 2019 2018
 (in millions)
Short-term investments:   
Equity investment security$26
 $25
Available-for-sale investment securities
 1,760
Held-to-maturity investment securities287
 1,065
Time deposits (1)
466

500
Total short-term investments$779
 $3,350

(in millions)20222021
Short-term investments:
Equity investment security$10 $26 
Available-for-sale investment securities225 310 
Held-to-maturity investment securities24 37 
Time deposits51 

554 
Total short-term investments$310 $927 
Long-term investments:   
Equity and cost method investments$17
 $74
Held-to-maturity investment securities
 6
Total long-term investments$17
 $80

Long-term investments:
Other investments$70 $66 
Restricted time deposits (1)
357 397 
Total long-term investments$427 $463 
(1)
(1)Includes $414 million and $423 million in restricted time deposits as of December 31, 2019 and December 31, 2018, respectively. See Note 11.

Equity Investment Security

Our equity investment security is a U.S. dollar denominated investment in a fixed income mutual fund. During 2022, we sold $15 million of our investment in the fund. Realized and unrealized gains and losses were immaterial for the years ended December 31, 20192022, 2021 and 2018.2020.

Available-for-Sale Investment Securities

During 2019, all of ourOur available-for-sale investment securities either matured or were sold. We determineconsist of highly rated U.S. dollar denominated investments in certificates of deposit and commercial paper maturing within one year. As of December 31, 2022, the amortized cost and fair value of the available-for-sale investments were each $225 million. As of December 31, 2021, the amortized cost and fair value of the available-for-sale investments were each $310 million. Unrealized losses were immaterial as of December 31, 2022 and 2021. There were no realized gains or losses related to the available-for-sale investment securities sold based onduring the specific identification method. Proceeds fromyears ended December 31, 2022, 2021 and 2020. There were no sales of available-for-sale investment securities andduring the gross gains and losses that have been included in earnings as a result of those sales were as follows:
  2019 2018 2017
  (in millions)
Proceeds from sales of available-for-sale investment securities $1,712
 $1,285
 $2,922
       
Gross gains $6
 $
 $1
Gross losses (5) (4) (3)
Net realized gains (losses) on sales of available-for-sale investment securities $1
 $(4) $(2)


The amortized cost, gross unrealized gains and losses and fair value of available-for-sale investment securities atyears ended December 31, 2018 were as follows:
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 (in millions)
U.S. Treasury and agency debt securities$630
 $1
 $(6) $625
Corporate and other debt securities420
 
 (4) 416
Certificates of deposit and commercial paper296
 
 
 296
Asset-backed securities336
 
 (2) 334
Municipal debt securities90
 
 (1) 89
Total available-for-sale investment securities$1,772
 $1
 $(13) $1,760



The fair value2022, 2021 and related unrealized losses of 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, 2018:
 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$84
 $
 $446
 $(6) $530
 $(6)
Corporate and other debt securities108
 (1) 254
 (3) 362
 (4)
Certificates of deposit and commercial paper295
 
 
 
 295
 
Asset-backed securities93
 
 179
 (2) 272
 (2)
Municipal debt securities17
 
 64
 (1) 81
 (1)
Total$597
 $(1) $943
 $(12) $1,540
 $(13)

The unrealized losses for the above securities as of December 31, 2018 were primarily attributable to changes in interest rates. The gross unrealized gains and losses in the above tables were recorded, net of tax, in "Accumulated other comprehensive income (loss)" in our consolidated statement of financial position.

2020.
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. Our investment guidelines are to purchase securities that are investment grade at the time of acquisition. We monitor the credit ratings of the securities in our portfolio on an ongoing basis. The basis for the measurement of fair value of our held-to-maturity investments is Level 2 in the fair value hierarchy.
The amortized cost gross unrealized gains and losses and fair value of held-to-maturity investmentcorporate debt securities atas of December 31, 20192022 and 2021 were as follows:
 Amortized
Cost
 Unrealized
Gains
 Unrealized
Losses
 Fair
Value
 (in millions)
Short-term investments, due within one year:       
Corporate and other debt securities$101
 $
 $
 $101
Commercial paper186
 
 
 186
Total short-term held-to-maturity investments$287
 $
 $
 $287
each $12 million and $17 million, respectively. The amortized cost gross unrealized gains and losses and fair value of held-to-maturity investmentcommercial paper securities atas of December 31, 20182022 and 2021 were as follows:each $12 million and $20 million, respectively.
 Amortized
Cost
 Unrealized
Gains
 Unrealized
Losses
 Fair
Value
 (in millions)
Short-term investments:       
Corporate and other debt securities$546
 $
 $
 $546
Commercial paper519
 
 (1) 518
Total short-term held-to-maturity investments1,065
 
 (1) 1,064
Long-term investments:       
Corporate and other debt securities6
 
 
 6
Total held-to-maturity investment securities$1,071
 $
 $(1) $1,070



The fair value and related unrealized losses of held-to-maturity investmentDecember 31, 2022, corporate debt securities in a continuousthe amount of $12 million and commercial paper in the amount of $12 million were in an unrealized loss position. The total unrealized loss was less than $1 million and none of the securities had been in an unrealized loss position for lesslonger than 12 months and for 12 months or longer were as follows asmonths. As of December 31, 2019:
 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$42
 $
 $
 $
 $42
 $
Commercial Paper70
 
 
 
 70
 
Total$112
 $
 $
 $
 $112
 $
2021,
$17 million
of corporate debt securities and $10 million of commercial paper were in an unrealized loss position. The fair valuetotal unrealized loss was less than $1 million and related unrealized lossesnone of held-to-maturity investmentthe securities had been in a continuousan unrealized loss position for lesslonger than 12 months and for 12 months or longer were as follows as of December 31, 2018:months.
 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$263
 $
 $57
 $
 $320
 $
Commercial paper268
 (1) 
 
 268
 (1)
Total$531
 $(1) $57
 $
 $588
 $(1)
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 as of December 31, 2019.

During the years ended December 31, 2019 and 2018, there were no transfers of investments between our available-for-sale and held-to-maturity investment portfolios.

Equity and Cost Method Investments
As of December 31, 2019 and 2018, we had equity method investments of $9 million and $66 million, respectively, which primarily consist 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. Our investments are assessed for impairment whenever factors indicate an other-than-temporary decline in carrying value has occurred. As a result of recent 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, 2019 and 2018, we had cost method investments of $8 million.

CognizantF-20December 31, 2022 Form 10-K

The securities in our portfolio are highly rated and short-term in nature. As of December 31, 2022, our corporate debt securities were rated AA+ or better and our commercial paper securities were rated A-1+ by CRISIL, an Indian subsidiary of S&P Global, or ICRA, the Indian affiliate of Moody's.

Other Investments
As of December 31, 2022 and 2021, we had equity method investments of $68 million and $63 million, respectively, primarily related to an investment in the technology sector. As of December 31, 2022 and 2021, we had equity securities without a readily determinable fair value of $2 million and $3 million, respectively.

Note 6 — Property and Equipment, net
Property and equipment were as follows as of December 31:
Estimated Useful Life20222021
(in years)(in millions)
Buildings30$771 $777 
Computer equipment3 – 5729 638 
Computer software3 – 81,033 926 
Furniture and equipment5 – 9768 772 
Land
Capital work-in-progress111 116 
Leasehold improvementsShorter of the lease term or
the life of the asset
398 431 
Sub-total3,817 3,667 
Accumulated depreciation and amortization(2,716)(2,496)
Property and equipment, net$1,101 $1,171 
  Estimated Useful Life (Years) 2019 2018
    (in millions)
Buildings 30 $790
 $839
Computer equipment 3 – 5 516
 412
Computer software 3 – 8 820
 721
Furniture and equipment 5 – 9 702
 639
Land   11
 19
Leasehold land lease term 
 60
Capital work-in-progress   133
 156
Leasehold improvements 
Shorter of the lease term or
the life of the asset
 379
 338
Sub-total   3,351
 3,184
Accumulated depreciation and amortization   (2,042) (1,790)
Property and equipment, net   $1,309
 $1,394


Depreciation and amortization expense related to property and equipment was $363$385 million, $347$392 million and $313$407 million for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively.

The gross amount of property and equipment recorded under finance leases was $30$17 million and $24 million as of December 31, 2022 and 2021, respectively. Accumulated amortization for our ROU finance lease assets was $9 million and $17 million as of December 31, 2019. The gross amount of property2022 and equipment recorded under capital leases was $73 million as of December 31, 2018. In 2019, as a result of the adoption of the New Lease Standard, we reclassified leasehold land and a built-to-suit building lease asset from "Property and equipment, net"2021, respectively. Amortization expense related to "Operating lease assets, net". See Note 7 for additional information. Accumulated amortization and amortization expense for our ROU finance lease assets was $14$4 million, as of December 31, 2019$7 million and $11$7 million for the year ended December 31, 2019, respectively. Accumulated amortization and amortization expense related to our capital lease assets were immaterial as of and for the years ended December 31, 20182022, 2021 and 2017.2020 respectively.

The gross amount of property and equipment recorded for software to be sold, leased or marketed reported in the caption "Computer software" above was $129$241 million and $85$201 million as of December 31, 20192022 and 2018,2021, respectively. Accumulated amortization for software to be sold, leased or marketed was $46$143 million and $24$106 million as of December 31, 20192022 and 2018,2021, respectively. Amortization expense for software to be sold, leased or marketed recorded as property and equipment was $22$37 million, $33 million and $14$30 million for the years ended December 31, 20192022, 2021 and 2018 respectively, and was immaterial for the year ended December 31, 2017.2020, respectively.

CognizantF-21December 31, 2022 Form 10-K

Note 7 — Leases

Adoption of the New Lease Standard
On January 1, 2019, we adopted the New Lease Standard using the effective date method applied to all lease contracts existing as of January 1, 2019. Under the effective date method, results for reporting periods beginning on or after January 1, 2019 are presented under the New Lease Standard. We elected the package of practical expedients that permits us to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. Prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting policies.

The impact of adoption primarily relates to the recognition of ROU operating lease assets and operating lease liabilities on our consolidated statement of financial position for all operating leases with a term greater than twelve months. The accounting for our finance leases remained substantially unchanged. The following table provides the impact of adoption of the New Lease Standard on our consolidated statement of financial position as of January 1, 2019:
Location on Statement of Financial Position January 1, 2019
  (in millions)
Property and equipment, net(1)
 $(81)
Operating lease assets, net(1) (2) (3)
 839
Total assets $758
   
Operating lease liabilities(2) (3)
 $191
Operating lease liabilities, noncurrent(2) (3)
 670
Accrued expenses and other liabilities(3)
 (10)
Other noncurrent liabilities(3)
 (95)
Total liabilities $756
   
Retained earnings(4)
 $2
(1)Reflects the reclassification of leasehold land and a built-to-suit lease asset from "Property and equipment, net" to "Operating lease assets, net".
(2)Represents the recognition of operating lease assets and liabilities (current and noncurrent), as defined by the New Lease Standard, including the liability for a built-to-suit lease that was previously accounted for as a capital lease under the former lease guidance.
(3)Represents the reclassification of deferred rent from "Accrued expenses and other liabilities" and "Other noncurrent liabilities" to "Operating lease assets, net" and the reclassification of built-to-suit lease liabilities from "Accrued expenses and other liabilities" and "Other noncurrent liabilities" to "Operating lease liabilities" and "Operating lease liabilities, noncurrent".
(4)Represents the net impact of the derecognition of a built-to-suit lease under the former lease guidance and the re-establishment of that lease as an operating lease under the New Lease Standard.
The adoption of the New Lease Standard did not materially impact our consolidated statement of operations or our consolidated statement of cash flows.
The following table provides information on the components of our operating and finance leases included in our consolidated statement of financial position:position as of December 31:
Leases Location on Statement of Financial Position December 31, 2019
Assets   (in millions)
ROU operating lease assets Operating lease assets, net $926
ROU finance lease assets Property and equipment, net 16
  Total $942
     
Liabilities    
Current    
Operating lease Operating lease liabilities $202
Finance lease Accrued expenses and other current liabilities 11
Noncurrent    
Operating lease Operating lease liabilities, noncurrent 745
Finance lease Other noncurrent liabilities 15
  Total $973

LeasesLocation on Statement of Financial Position20222021
Assets(in millions)
ROU operating lease assetsOperating lease assets, net$876 $933 
ROU finance lease assetsProperty and equipment, net
Total$884 $940 
Liabilities
Current
Operating leaseOperating lease liabilities$174 $195 
Finance leaseAccrued expenses and other current liabilities
Noncurrent
Operating leaseOperating lease liabilities, noncurrent714 783 
Finance leaseOther noncurrent liabilities
Total$901 $991 
Our operating lease cost was $264 million forFor the yearyears ended December 31, 20192022, 2021 and included $182020, our operating lease costs were $256 million, of$293 million and $302 million, respectively, including variable lease cost.costs of $17 million, $10 million and $14 million, respectively. Our short termshort-term lease rental expense was $16$21 million, $22 million and $20 million for the yearyears ended December 31, 2019.2022, 2021 and 2020, respectively. Lease interest expense related to our finance leases for yearyears ended December 31, 20192022, 2021 and 2020 was immaterial.

The following table provides information on the weighted average remaining lease term and weighted average discount rate for our operating leases:leases as of December 31:
Operating Lease Term and Discount RateDecember 31, 2019
Weighted average remaining lease term6.0 years
Weighted-average discount rate6.0%
Operating Lease Term and Discount Rate20222021
Weighted average remaining lease term6.2 years6.5 years
Weighted average discount rate5.4 %5.4 %
The following table provides supplemental cash flow and non-cash information related to our operating leases:leases as of December 31:
 2019
 (in millions)
Cash paid for amounts included in the measurement of operating lease liabilities$232
ROU assets obtained in exchange for operating lease liabilities274

(in millions)202220212020
Cash paid for amounts included in the measurement of operating lease liabilities$241 $274 $271 
ROU assets obtained in exchange for operating lease liabilities164 100 273 
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 yearyears ended December 31, 2019.2022, 2021 and 2020.

CognizantF-22December 31, 2022 Form 10-K

The following table provides the schedule of maturities of our operating lease liabilities underand a reconciliation of the New Lease Standard,undiscounted cash flows to the operating lease liabilities recognized in the statement of financial position as of December 31, 2019:31:
 Operating lease obligations
 (in millions)
2020249
2021217
2022167
2023132
202496
Thereafter273
Total lease payments1,134
Interest(187)
Total lease liabilities$947

The following table provides the schedule of our future minimum payments on our operating leases, as of December 31, 2018, which were accounted for in accordance with our historical accounting policies.
 Operating lease obligations
 (in millions)
2019$226
2020197
2021157
2022121
202390
Thereafter197
Total minimum lease payments$988


(in millions)2022
2023$215 
2024180 
2025155 
2026129 
2027108 
Thereafter267 
Total operating lease payments1,054 
Interest(166)
Total operating lease liabilities$888 
As of December 31, 2019, we had $316 million of2022, 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 2020 and 2021 with lease terms of 1 year to 11 years.were immaterial.

Note 8 — Goodwill and Intangible Assets, net
Changes in goodwill by our reportable business segments were as follows for the years ended December 31, 20192022 and 2018:2021:
Segment January 1, 2019 Goodwill Additions and Adjustments Foreign Currency Translation Adjustments 
Other(1)
 December 31, 2019SegmentJanuary 1, 2022Goodwill Additions and AdjustmentsForeign Currency Translation AdjustmentsDecember 31, 2022
 (in millions)(in millions)
Financial Services $411
 $288
 $(2) $3
 $700
Financial Services$1,109 $$(41)$1,073 
Healthcare 2,469
 86
 
 40
 2,595
Health SciencesHealth Sciences2,831 (14)2,819 
Products and Resources 384
 18
 1
 14
 417
Products and Resources967 127 (32)1,062 
Communications, Media and Technology 217
 49
 1
 
 267
Communications, Media and Technology713 59 (16)756 
Total goodwill $3,481
 $441
 $
 $57
 $3,979
Total goodwill$5,620 $193 $(103)$5,710 
SegmentJanuary 1, 2021Goodwill Additions and AdjustmentsForeign Currency Translation AdjustmentsDecember 31, 2021
(in millions)
Financial Services$932 $198 $(21)$1,109 
Health Sciences2,755 84 (8)2,831 
Products and Resources780 200 (13)967 
Communications, Media and Technology564 156 (7)713 
Total goodwill$5,031 $638 $(49)$5,620 
(1)
See the Business Combinations section in Note 1.
Segment January 1, 2018 Goodwill Additions and Adjustments Foreign Currency Translation Adjustments December 31, 2018
  (in millions)
Financial Services $265
 $152
 $(6) $411
Healthcare 2,106
 365
 (2) 2,469
Products and Resources 240
 152
 (8) 384
Communications, Media and Technology 93
 126
 (2) 217
Total goodwill $2,704
 $795
 $(18) $3,481

Based on our most recent goodwill impairment assessment performed as of October 31, 2019,2022, 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.
Components of intangible assets were as follows as of December 31:
 20222021
(in millions)Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Customer relationships$1,803 $(738)$1,065 $1,679 $(610)$1,069 
Developed technology383 (369)14 385 (330)55 
Indefinite lived trademarks72 — 72 72 — 72 
Finite lived trademarks and other81 (64)17 81 (59)22 
Total intangible assets$2,339 $(1,171)$1,168 $2,217 $(999)$1,218 
  2019 2018
  
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
  (in millions)
Customer relationships $1,181
 $(390) $791
 $1,277
 $(398) $879
Developed technology 388
 (239) 149
 355
 (187) 168
Indefinite life trademarks 72
 
 72
 72
 
 72
Other 71
 (42) 29
 64
 (33) 31
Total intangible assets $1,712
 $(671) $1,041
 $1,768
 $(618) $1,150


CognizantF-23December 31, 2022 Form 10-K

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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 $162$184 million, $182 million and $152 million for 2019, $151 million for 2018the years ended December 31, 2022, 2021 and $130 million for 2017.2020, respectively.
The following table provides the estimated amortization expense related to our existing intangible assets for the next five years.
(in millions)Estimated Amortization
2023$155 
2024150 
2025147 
2026144 
2027136 
  Estimated Amortization
  (in millions)
2020 $144
2021 140
2022 132
2023 90
2024 83


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Note 9 — Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities were as follows as of December 31:
(in millions)20222021
Compensation and benefits$1,446 $1,601 
Customer volume and other incentives222 242 
Income taxes217 74 
Professional fees165 220 
Other357 395 
Total accrued expenses and other current liabilities$2,407 $2,532 

 2019 2018
 (in millions)
Compensation and benefits$1,239
 $1,216
Customer volume and other incentives (1)
251
 256
Derivative financial instruments8
 25
FCPA Accrual (2)

 28
Income taxes152
 162
Professional fees137
 110
Travel and entertainment24
 34
Other380
 369
Total accrued expenses and other current liabilities$2,191
 $2,200
(1) See the Trade Accounts Receivable, Contract Assets and Contract Liabilities section in Note 1.
(2)    Refer to Note 15.

Note 10 — Debt
In 2018, we entered into a Credit Agreement providing for a $750 million Term Loan and a $1,750 million unsecured revolving credit facility, which arewere due to mature in November 2023. WeIn October 2022, we completed a debt refinancing and entered into a new credit agreement with a commercial bank syndicate ("New Credit Agreement") providing for a $650 million unsecured term loan ("New Term Loan") and a $1,850 million unsecured revolving credit facility, which are required under theeach due to mature in October 2027. The Credit Agreement was terminated upon the closing of the New Credit Agreement and the proceeds from the New Term Loan were used primarily to make scheduled quarterly principal payments on therepay our outstanding Term Loan.Loan balance.

The New Credit Agreement requires interest to be paid, at our option, at either the ABRTerm Benchmark, Adjusted Daily Simple RFR or the EurocurrencyABR Rate (each as defined in the New Credit Agreement), plus, in each case, an Applicable Margin (as defined in the New Credit Agreement). Initially, the Applicable Margin is 0.875% with respect to Eurocurrency RateTerm Benchmark loans and RFR loans and 0.00% with respect to ABR loans. Subsequently, the Applicable Margin with respect to Eurocurrency RateTerm Benchmark loans and RFR loans will be determined quarterly and may range from 0.75% to 1.125%, depending on our public debt ratings, (or,or, if we have not received public debt ratings, from 0.875% to 1.125%, depending on our Leverage Ratio, which is the ratio of indebtedness for borrowed money to Consolidated EBITDA, as defined in the New Credit Agreement). UnderAgreement. The New Term Loan is a Term Benchmark loan.

We are required under the New Credit Agreement we are required to pay commitment feesmake scheduled quarterly principal payments 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, on the Leverage Ratio). As the interest rates on ourNew Term Loan and any notes outstanding under the revolving credit facility are variable, the fair value of our debt balances approximates their carrying value as ofbeginning in December 31, 2019 and 2018.
2023. The New Credit Agreement contains customary affirmative and negative covenants as well as a financial covenant. The financial covenant is tested at the end of each fiscal quarter and requires us to maintain a Leverage Ratio which is the ratio of indebtedness for borrowed money to Consolidated EBITDA, as defined in the Credit Agreement, not in excess of 3.50 to 3.50:1.00, or for a period of up to four quarters following certain material acquisitions, 3.75 to 3.75:1.00. We were in compliance with all debt covenants and representations of the Credit Agreement as of December 31, 2019.2022.
In 2019,March 2022, our India subsidiary entered into arenewed its one-year 13 billion Indian rupee ($182157 million at the December 31, 20192022 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 is renewable annually. As of December 31, 2022, we have not borrowed funds under this facility.
CognizantF-24December 31, 2022 Form 10-K

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Short-term Debt
The following summarizes ourAs of December 31, 2022 and 2021, we had $8 million and $38 million of short-term debt balances asrelated to current maturities of December 31:
  2019 2018
  AmountWeighted Average Interest Rate AmountWeighted Average Interest Rate
  (in millions)  (in millions) 
Term loan - current maturities��$38
2.6% $9
3.3%

Tableour term loan, with a weighted average interest rate of Contents

5.2% and 1.0%, respectively.
Long-term Debt
The following summarizes our long-term debt balances as of December 31:
  2019 2018
  (in millions)
Term loan $741
 $750
Less:    
Current maturities (38) (9)
Deferred financing costs (3) (5)
Long-term debt, net of current maturities $700
 $736

(in millions)20222021
Term loan$650 $666 
Less:
Current maturities(8)(38)
Unamortized deferred financing costs(4)(2)
Long-term debt, net of current maturities$638 $626 
The following represents the schedule of maturities of our term loan:New Term Loan:
YearAmounts (in millions)
2023$
202433 
202533 
202633 
2027543 
Total$650 
Year Amounts
  (in millions)
2020 $38
2021 38
2022 38
2023 627
  $741


Note 11 — Income Taxes
Income before provision for income taxes shown below is based on the geographic location to which such income was attributed for years ended December 31:
  2019 2018 2017
  (in millions)
United States $931
 $947
 $810
Foreign 1,612
 1,850
 1,845
Income before provision for income taxes $2,543
 $2,797
 $2,655

(in millions)202220212020
United States$975 $818 $814 
Foreign2,041 2,009 1,282 
Income before provision for income taxes$3,016 $2,827 $2,096 
The provision for income taxes consisted of the following components for the years ended December 31:
(in millions)202220212020
Current:
Federal and state$492 $210 $137 
Foreign511 456 383 
Total current provision1,003 666 520 
Deferred:
Federal and state(240)(50)(77)
Foreign(33)77 261 
Total deferred (benefit) provision(273)27 184 
Total provision for income taxes$730 $693 $704 
  2019 2018 2017
  (in millions)
Current:      
Federal and state $549
 $241
 $767
Foreign 400
 449
 262
Total current provision 949
 690
 1,029
Deferred:      
Federal and state (320) 1
 102
Foreign 14
 7
 22
Total deferred (benefit) provision (306) 8
 124
Total provision for income taxes $643
 $698
 $1,153
In the third quarter of 2020, 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
CognizantF-25December 31, 2022 Form 10-K


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withholding tax on unrepatriated Indian earnings, which were $5.2 billion as of December 31, 2019, net of applicable U.S. foreign tax credits.
We are involved in antwo separate ongoing disputedisputes with the ITD in connection with a previously disclosed 2016 share repurchase transactiontransactions undertaken by CTS India in 2013 and 2016 to repurchase shares from its shareholders (non-Indian Cognizant entities) valued at $523 million and $2.8 billion. As a result of thatbillion, respectively.
The 2016 transaction which was undertaken pursuant to a plan approved by the High Court in Chennai, India, we previously paidand resulted in the payment of $135 million in Indian income taxes - an amount we believe includes all the applicable taxes owed for this transaction under Indian law. In March 2018, we received a communication from the ITD assertingasserted that the ITDit is owed an additional 33 billion Indian rupees ($463399 million at the December 31, 20192022 exchange rate) on the 2016 transaction. Immediately thereafter, the ITD placed an attachment on certain of our India bank accounts. In addition to the dispute on the 2016 transaction, we are also involved in another ongoing dispute with the ITD relating to a 2013 transaction undertaken by CTS India to repurchase shares from its shareholders valued at $523 million (the two disputes collectively referred to as the "ITD Dispute").
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In April 2018, the 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, weWe deposited 5 billion Indian rupees, ($70 million at the December 31, 2019 exchange rate and $71 million at the December 31, 2018 exchange rate) representing 15% of the disputed tax amount related to the 2016 transaction, with the ITD. These amounts areAs of December 31, 2022 and 2021, the deposit with the ITD was $60 million and $67 million, respectively, presented in "Other current assets" in our consolidated statements of financial position. In addition, the Court also placed a lien onnoncurrent assets." Additionally, certain time deposits of CTS India were placed under lien in favor of the amount of 28 billion Indian rupees ($393 million at the December 31, 2019 exchange rate and $404 million at the December 31, 2018 exchange rate), which isITD, representing the remainder of the disputed tax amount related to the 2016 transaction. The affected time deposits are considered restricted assets and we have reported them in “Short-term investments” in our consolidated statements of financial position.amount. As of December 31, 20192022 and 2018,2021, the restricted timebalance of deposits balanceunder lien was $41430 billion Indian rupees, including previously earned interest, or $357 million and $423$397 million, respectively, including a portion ofas presented in "Long-term investments." The dispute in relation to the interest previously earned on such deposits.

In June 2019, the Court dismissed our previously admitted writ petitions on2013 share repurchase transaction is also in litigation. At this time, 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 priorhas not made specific demands with regards to intervention by the Court. The 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,April 2020, we appealedreceived a formal assessment from the Court’s ordersITD on the 2016 transaction, which was consistent with the ITD's previous assertions. In June 2020, we filed an appeal against this assessment to the CITA. In March 2022, we received a negative decision from the CITA. The matter is currently pending before the Division Bench. In September 2019, the Division Bench partly allowed the Company’s appeal, 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 Supreme Court of India. The Supreme Court has scheduled the next hearing on the SLP at the end of February 2020 and has instructed the ITD to maintain status quo until a ruling is issued.Income Tax Appellate Tribunal.
We continue to believe we have paid all applicable taxes owed on both the 2016 and the 2013 transactions.transactions and we continue to defend our positions with respect to both matters. Accordingly, we have not recorded any reserves for these matters as of December 31, 2019.

2022.
The reconciliation between the U.S. federal statutory rate and our effective income tax rate and the U.S. federal statutory rate were as follows for the years ended December 31:
 
(Dollars in millions)2022%2021%2020%
Tax expense, at U.S. federal statutory rate$633 21.0 $594 21.0 $440 21.0 
State and local income taxes, net of federal benefit63 2.1 50 1.8 52 2.5 
Non-taxable income for Indian tax purposes(6)(0.2)(36)(1.3)(48)(2.3)
Rate differential on foreign earnings98 3.2 137 4.8 178 8.5 
Recognition of benefits related to uncertain tax positions(43)(1.4)(14)(0.5)— — 
Credits and other incentives(17)(0.6)(42)(1.5)(51)(2.4)
Reversal of indefinite reinvestment assertion— — — — 140 6.6 
Other0.1 0.2 (7)(0.3)
Total provision for income taxes$730 24.2 $693 24.5 $704 33.6 
  2019 % 2018 % 2017 %
  (Dollars in millions)
Tax expense, at U.S. federal statutory rate $534
 21.0
 $587
 21.0
 $929
 35.0
State and local income taxes, net of federal benefit 59
 2.3
 56
 2.0
 39
 1.5
Non-taxable income for Indian tax purposes (90) (3.5) (146) (5.2) (216) (8.2)
Rate differential on foreign earnings 145
 5.7
 206
 7.4
 (76) (2.9)
Net impact related to the implementation of the Tax Reform Act 
 0.0
 (5) (0.2) 617
 23.2
Net impact related to the India Tax Law 21
 0.8
 
 
 
 
Recognition of previously unrecognized income tax benefits related to uncertain tax positions 
 0.0
 (12) (0.4) (73) (2.7)
Credits and other incentives (57) (2.2) (19) (0.7) (37) (1.4)
Other 31
 1.2
 31
 1.1
 (30) (1.1)
Total provision for income taxes $643
 25.3
 $698
 25.0
 $1,153
 43.4

Our Indian subsidiaries are primarily export-oriented and, through March 31, 2022, benefited from certain income tax holiday benefits granted by the government of India for export activities conducted within SEZs. In December 2019, India enacted the India Tax Law, which enables Indian companies to elect to be taxed at a lower income tax rate of 25.17%, as compared to the otherwise applicable income tax rate of 34.94%. Once a company elects into the lower income tax rate, a company may not benefit from any income tax holidays associated with SEZs and certain other tax incentives and carryforwards, and may not reverse its election. We elected into the new tax regime starting with the India fiscal year beginning on April 1, 2022. For the years ended December 31, 2022, 2021 and 2020, the effect of the income tax holidays granted by the Indian government was to reduce the overall income tax provision and increase net income by $6 million, $36 million and $48 million, respectively, and increase diluted EPS by $0.01, $0.07 and $0.09, respectively.

CognizantF-26December 31, 2022 Form 10-K

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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:
  2019 2018
  (in millions)
Deferred income tax assets:    
Net operating losses $27
 $13
Revenue recognition 39
 51
Compensation and benefits 171
 150
MAT and credit carryforwards 307
 340
Expenses not currently deductible 352
 60
  896
 614
Less: valuation allowance (24) (11)
Deferred income tax assets, net 872
 603
Deferred income tax liabilities:    
Depreciation and amortization 187
 256
Deferred costs 110
 79
Other 25
 9
Deferred income tax liabilities 322
 344
Net deferred income tax assets $550
 $259

(in millions)20222021
Deferred income tax assets:
Net operating losses$46 $52 
Revenue recognition37 116 
Compensation and benefits159 230 
Credit carryforwards16 27 
Expenses not currently deductible498 121 
756 546 
Less: valuation allowance(41)(46)
Deferred income tax assets, net715 500 
Deferred income tax liabilities:
Depreciation and amortization194 202 
Deferred costs48 84 
Other11 28 
Deferred income tax liabilities253 314 
Net deferred income tax assets$462 $186 
At December 31, 2019,2022, we had foreign and U.S. net operating loss carryforwards of approximately $39$103 million and $80$96 million, respectively. We have recorded valuation allowances on certain net operating loss carryforwards. As of
Provisions enacted in the Tax Reform Act in December 31, 2019 and 2018, deferred income tax assets2017 related to the MAT carryforwards were $176 millioncapitalization of research and $228 million, respectively. The calculation ofexperimental expenditures became effective on January 1, 2022. These provisions require us to capitalize research and experimental expenditures and amortize them for tax purposes over five or fifteen years, depending on where the MAT includes all profits realized by our Indian subsidiaries and any MAT paidresearch is creditable against future corporate income tax, subject to certain limitations. Our existing MAT carryforwards expire between March 2024 and March 2032 and we expect to fully utilize them within the applicable expiration periods of 15 years.
Our Indian subsidiaries are primarily export-oriented 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. Our SEZ income tax holiday benefits are currently scheduled to expireconducted. Previously these expenses could be deducted in whole or in part through the year 2028incurred. The implementation of these provisions has increased our deferred tax asset 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 attaxes payable in the rate of 34.94%. In addition, all Indian profits, including those generated within SEZs, are subject to the MAT. The current rate of MATUnited States for the India fiscal years starting on or after April 1, 2019 is 17.47%. For the years ended December 31, 2019, 2018 and 2017, the effect of the income2022 tax holidays grantedyear by the Indian government was to reduce the overall incomeapproximately $300 million. The capitalized expenses do not significantly impact our effective tax provision and increase net income by $90 million, $146 million and $217 million, respectively, and increase diluted EPS by $0.16, $0.25 and $0.36, respectively.rate.
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 rate of 25.17%, as compared to 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 2024 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 will 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 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 elect into the new tax regime.
We consider our earnings in India to be indefinitely reinvested, which is consistent with our ongoing strategy to expand our Indian operations, including through infrastructure investments. As of December 31, 2019, the amount of unrepatriated Indian earnings was approximately $5,242 million. If all of our accumulated unrepatriated Indian earnings were to be repatriated, based on our current interpretation of India tax law, we estimate that we would incur an additional income tax expense of approximately $1,101 million. 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.
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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 20122017 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.
CognizantF-27December 31, 2022 Form 10-K

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Changes in unrecognized income tax benefits were as follows for the years ended December 31:
  2019 2018 2017
  (in millions)
Balance, beginning of year $117
 $97
 $151
Additions based on tax positions related to the current year 22
 8
 17
Additions for tax positions of prior years 14
 19
 2
Additions for tax positions of acquired subsidiaries 
 6
 
Reductions for tax positions due to lapse of statutes of limitations 
 (12) (41)
Reductions for tax positions of prior years (1) 
 (32)
Settlements 
 
 
Foreign currency exchange movement 
 (1) 
Balance, end of year $152
 $117
 $97

(in millions)202220212020
Balance, beginning of year$194 $193 $152 
Additions based on tax positions related to the current year53 34 28 
Additions for tax positions of prior years65 16 10 
Additions for tax positions of acquired subsidiaries— 12 
Reductions for tax positions due to lapse of statutes of limitations(43)(17)— 
Settlements— (43)— 
Foreign currency exchange movement— (1)— 
Balance, end of year$269 $194 $193 
At December 31, 2019,In the third quarter of 2022, we recognized an income tax benefit of $36 million related to a specific uncertain tax position that was previously unrecognized in our prior year consolidated financial statements. The recognition of the benefit in the third quarter of 2022 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. In 2021, we reached an agreement with the IRS, which settled tax years 2012 through 2016. As a result of this settlement, in the first quarter of 2021, we recorded a $14 million discrete benefit to the provision for income taxes.
The 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, 20192022 and 20182021 was approximately $16$33 million and $11$30 million, respectively, and relates to U.S. and foreign tax matters. The amountstotal amount of interest and penalties recorded in the provision for income taxes in 2019, 2018each of 2022, 2021 and 2017 were2020 was immaterial.

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 ourthe foreign exchange forwardderivative contracts set forth in the below table are subject to master netting arrangements, such as the ISDA,International Swaps and Derivatives Association Master 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 ourthe foreign exchange forwardderivative contracts, as applicable, on a gross basis, with no offsets, in our consolidated statements of financial position. There is no financial collateral (including cash collateral) posted or received by us related to ourthe foreign exchange forwardderivative contracts.
CognizantF-28December 31, 2022 Form 10-K

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The following table provides information on the location and fair values of derivative financial instruments included in our consolidated statements of financial position as of December 31:
    2019 2018
Designation of Derivatives 
Location on Statement of
Financial Position
 Assets Liabilities Assets Liabilities
    (in millions)
Foreign exchange forward contracts - Designated as cash flow hedging instruments Other current assets $32
 $
 $11
 $
  Other noncurrent assets 8
 
 15
 
  Accrued expenses and other current liabilities 
 7
 
 21
  Other noncurrent liabilities 
 2
 
 9
  Total 40
 9
 26
 30
Foreign exchange forward contracts - Not designated as cash flow hedging instruments Other current assets 3
 
 1
 
  Accrued expenses and other current liabilities 
 1
 
 4
  Total 3
 1
 1
 4
Total   $43
 $10
 $27
 $34

(in millions) 20222021
Designation of DerivativesLocation on Statement of
Financial Position
AssetsLiabilitiesAssetsLiabilities
Foreign exchange forward and option contracts – Designated as cash flow hedging instrumentsOther current assets$$— $51 $— 
Other noncurrent assets— 15 — 
Accrued expenses and other current liabilities— 53 — — 
Other noncurrent liabilities— 17 — — 
Total70 66 — 
Foreign exchange forward contracts - Not designated as hedging instrumentsOther current assets— — 
Accrued expenses and other current liabilities— — 
Total
Total$$75 $69 $
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 20202023 and 2021. Under these contracts, we purchase Indian rupees and sell U.S. dollars.2024. The changes in fair value of these contracts are initially reported in the caption "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position and are subsequently reclassified to earnings within "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, 2019,2022, we estimate that $21$40 million, net of tax, of the net gainslosses related to derivatives designated as cash flow hedges reported in the caption "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position is expected to be reclassified into earnings within the next 12 months.
The notional value of our outstanding contracts by year of maturity and the net unrealized gains and losses included in the caption "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position, for such contracts werewas as follows as of December 31:
 2019 2018
 (in millions)
2019$
 $1,388
20201,505
 780
2021883
 
Total notional value of contracts outstanding$2,388
 $2,168
Net unrealized gains (losses) included in accumulated other comprehensive income (loss), net of taxes$26
 $(3)

(in millions)20222021
2022$— $1,643 
20231,865 880 
20241,010 — 
Total notional value of contracts outstanding (1)
$2,875 $2,523 
Upon settlement or maturity
(1)Includes $78 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, 2021, with the remaining notional value related hedged Indian rupee denominated expense reported within the caption "Costto forward contracts. There were no option contracts outstanding as of revenues" and "Selling, general and administrative expenses" in our consolidated statements of operations.December 31, 2022.
CognizantF-29December 31, 2022 Form 10-K

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The following table provides information on the location and amounts of pre-tax gainslosses and lossesgains on our cash flow hedges for the year ended December 31:
 
Change in
Derivative Gains/Losses 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)
 2019 2018   2019 2018
 (in millions)
Foreign exchange forward contracts - Designated as cash flow hedging instruments$39
 $(87) Cost of revenues $3
 $61
     Selling, general and administrative expenses 1
 10
     Total $4
 $71

(in millions)Change in
Derivative Losses and Gains Recognized
in Accumulated Other
Comprehensive Income (Loss)
(effective portion)
Location of Net (Losses) and
Gains Reclassified
from Accumulated Other
Comprehensive Income (Loss)
into Income
(effective portion)
Net (Losses) and Gains Reclassified
from Accumulated Other
Comprehensive Income (Loss)
into Income
(effective portion)
 20222021 20222021
Foreign exchange forward and option contracts – Designated as cash flow hedging instruments$(153)$67 Cost of revenues$(13)$55 
SG&A expenses(1)
Total$(14)$63 
The activity related to the change in net unrealized gains and losses on ourthe cash flow hedges included in "Accumulated other comprehensive income (loss)" in our consolidated statements of stockholdersstockholders' equity is presented in Note 14.

Other Derivatives
We use foreign exchange forward contracts to provide an economic hedge against balance sheet exposures to certain monetary assets and liabilities denominated in currencies other than the functional currency of our foreign subsidiaries, primarily the Indian rupee, British pound and Euro.subsidiaries. We entered into a series of foreign exchange forward contracts that are scheduled to mature in 2020.the first quarter of 2023. Realized gains or losses and changes in the estimated fair value of these derivative financial instruments are recorded in the caption "Foreign currency exchange gains (losses), net" in our consolidated statements of operations.
Additional information related to our outstanding foreign exchange forward contracts not designated as hedging instruments was as follows as of December 31:
 2019 2018
 Notional Market Value
 Notional Market Value
 (in millions)
Contracts outstanding$702
 $2
 $507
 $(3)

(in millions)20222021
NotionalFair ValueNotionalFair Value
Contracts outstanding$1,433 $(1)$847 $(4)
The following table provides information on the location and amounts of realized and unrealized pre-tax gains on our other derivative financial instruments for the year ended December 31:
  
Location of Net Gains
on Derivative Instruments
 
Amount of Net Gains
on Derivative Instruments
    2019 2018
    (in millions)
Foreign exchange forward contracts - Not designated as hedging instruments Foreign currency exchange gains (losses), net $8
 $31

(in millions)Location of Net Gains
on Derivative Instruments
Amount of Net Gains
on Derivative Instruments
  20222021
Foreign exchange forward contracts - Not designated as hedging instruments
Foreign currency exchange gains (losses), net
$23 $13 
The related cash flow impacts of all of ourthe derivative activities are reflected as cash flows from operating activities.

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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 fairFair value asis 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.
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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 ourthe financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2019:2022:
 Level 1 Level 2 Level 3 Total
 (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 contracts
 35
 
 35
Other noncurrent assets       
Foreign exchange forward contracts
 8
 
 8
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)
(in millions)Level 1Level 2Level 3Total
Cash equivalents:
Money market funds$367 $— $— $367 
Time deposits— 359 — 359 
Commercial paper— 512 — 512 
Short-term investments:
Time deposits— 51 — 51 
Equity investment security10 — — 10 
Available-for-sale investment securities:
Certificates of deposit and commercial paper— 225 — 225 
Other current assets
Foreign exchange forward contracts— — 
Long-term investments:
Restricted time deposits (1)
— 357 — 357 
Other noncurrent assets
Foreign exchange forward contracts— — 
Accrued expenses and other current liabilities:
Foreign exchange forward contracts— (58)— (58)
Contingent consideration liabilities— — (9)(9)
Other noncurrent liabilities
Foreign exchange forward contracts— (17)— (17)
Contingent consideration liabilities— — (13)(13)
(1) Includes $414 million in restricted time deposits. See Note 11.
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The following table summarizes ourthe financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2018:2021:
 Level 1 Level 2 Level 3 Total
 (in millions)
Cash equivalents:       
Money market funds$103
 $
 $
 $103
Bank deposits
 32
 
 32
Certificates of deposit and commercial paper
 68
 
 68
Short-term investments:       
Time deposits(1)

 500
 
 500
Equity investment security25
 
 
 25
Available-for-sale investment securities:       
U.S. Treasury and agency debt securities570
 55
 
 625
Corporate and other debt securities
 416
 
 416
Certificates of deposit and commercial paper
 296
 
 296
Asset-backed securities
 334
 
 334
Municipal debt securities
 89
 
 89
Other current assets:

 

 

 

Foreign exchange forward contracts
 12
 
 12
Other noncurrent assets:

 

 

 

Foreign exchange forward contracts
 15
 
 15
Accrued expenses and other current liabilities:

 

 

 

Foreign exchange forward contracts
 (25) 
 (25)
Other noncurrent liabilities:       
Foreign exchange forward contracts
 (9) 
 (9)
(in millions)Level 1Level 2Level 3Total
Cash equivalents:
Money market funds$507 $— $— $507 
Time deposits— — 
Commercial paper— 266 — 266 
Short-term investments:
Time deposits— 554 — 554 
Equity investment security26 — — 26 
Available-for-sale investment securities:
Commercial paper— 310 — 310 
Other current assets:
Foreign exchange forward and option contracts— 54 — 54 
Long-term investments
Restricted time deposits (1)
— 397 — 397 
Other noncurrent assets:
Foreign exchange forward contracts— 15 — 15 
Accrued expenses and other current liabilities:
Foreign exchange forward contracts— (7)— (7)
Contingent consideration liabilities— — (14)(14)
Other noncurrent liabilities:
Contingent consideration liabilities— — (21)(21)
(1)
Includes $423 million in restricted time deposits. See Note 11

(1)See Note 11
The following table summarizes the changes in Level 3 contingent consideration liabilities:
(in millions)20222021
Beginning balance$35 $54 
Initial measurement recognized at acquisition24 
Change in fair value recognized in SG&A expenses(1)(30)
Payments and other adjustments(13)(13)
Ending balance$22 $35 
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. Themeasure the fair value of our equity investment security invested in an open-ended mutual fund is 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 securitiescommercial paper 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, 20192022 and 2018.

2021.
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 forward contract and applies the difference in the rates to each outstanding contract. The market forward rates include a discount and credit risk factor. The amounts are aggregatedWe estimate the fair value of each foreign exchange option contract by typeusing a variant of contractthe Black-Scholes model. This model uses present value techniques and maturity.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 utilizingusing a variation of the income approach, which utilizes one or more significant inputs that are unobservable. We calculateThis approach calculates the fair value of the contingent considerationsuch liabilities based on the probability-weighted expected performance of the acquired entity against the target performance metric, discounted to present value when appropriate. Contingent consideration liabilities were immaterial as of December 31, 2018.
During the years ended December 31, 2019, 20182022, 2021 and 2017,2020 there were no transfers among Level 1, Level 2 or Level 3 financial assets and liabilities.
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Note 14 — Accumulated Other Comprehensive Income (Loss)

Changes in "Accumulated other comprehensive income (loss)" by component were as follows for the year ended December 31, 2019:2022:
2022
(in millions)Before Tax
Amount
Tax
Effect
Net of Tax
Amount
Foreign currency translation adjustments:
Beginning balance$(22)$$(20)
Change in foreign currency translation adjustments(234)(228)
Ending balance$(256)$$(248)
Unrealized gains (losses) on cash flow hedges:
Beginning balance$71 $(14)$57 
Unrealized losses arising during the period(153)34 (119)
Reclassifications of net losses to:
Cost of revenues13 (3)10 
SG&A expenses— 
Net change(139)31 (108)
Ending balance$(68)$17 $(51)
Accumulated other comprehensive income (loss):
Beginning balance$49 $(12)$37 
Other comprehensive income (loss)(373)37 (336)
Ending balance$(324)$25 $(299)



 2019
 
Before Tax
Amount
 
Tax
Effect
 
Net of Tax
Amount
 (in millions)
Foreign currency translation adjustments:     
Beginning balance$(108) $5
 $(103)
Change in foreign currency translation adjustments45
 (6) 39
Ending balance$(63) $(1) $(64)
Unrealized (losses) on available-for-sale investment securities:     
Beginning balance$(12) $4
 $(8)
Net gains arising during the period13
 (4) 9
Reclassification of net gains to Other, net(1) 
 (1)
Net change12
 (4) 8
Ending balance$
 $
 $
Unrealized (losses) gains on cash flow hedges:     
Beginning balance$(4) $1
 $(3)
Unrealized gains arising during the period39
 (7) 32
Reclassifications of net (gains) to:     
Cost of revenues(3) 1
 (2)
Selling, general and administrative expenses(1) 
 (1)
Net change35
 (6) 29
Ending balance$31
 $(5) $26
Accumulated other comprehensive income (loss):     
Beginning balance$(124) $10
 $(114)
Other comprehensive income (loss)92
 (16) 76
Ending balance$(32) $(6) $(38)

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Changes in "Accumulated other comprehensive income (loss)" by component were as follows for the years ended December 31, 20182021 and 2017:2020:
20212020
(in millions)Before Tax
Amount
Tax
Effect
Net of Tax
Amount
Before Tax
Amount
Tax
Effect
Net of Tax
Amount
Foreign currency translation adjustments:
Beginning balance$56 $(1)$55 $(63)$(1)$(64)
Change in foreign currency translation adjustments(78)(75)119 — 119 
Ending balance$(22)$$(20)$56 $(1)$55 
Unrealized gains on cash flow hedges:
Beginning balance$67 $(12)$55 $31 $(5)$26 
Unrealized gains arising during the period67 (13)54 39 (8)31 
Reclassifications of net (gains) to:
Cost of revenues(55)10 (45)(3)(2)
SG&A expenses(8)(7)— — — 
Net change(2)36 (7)29 
Ending balance$71 $(14)$57 $67 $(12)$55 
Accumulated other comprehensive income (loss):
Beginning balance$123 $(13)$110 $(32)$(6)$(38)
Other comprehensive income (loss)(74)(73)155 (7)148 
Ending balance$49 $(12)$37 $123 $(13)$110 
 2018 2017
 
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$(38) $
 $(38) $(149) $
 $(149)
Change in foreign currency translation adjustments(70) 5
 (65) 111
 
 111
Ending balance$(108) $5
 $(103) $(38) $
 $(38)
Unrealized (losses) on available-for-sale investment securities:           
Beginning balance$(11) $4
 $(7) $(6) $2
 $(4)
Cumulative effect of change in accounting principle
 (1) (1) 
 
 
Net unrealized (losses) arising during the period(5) 2
 (3) (7) 3
 (4)
Reclassification of net losses to Other, net4
 (1) 3
 2
 (1) 1
Net change(1) 
 (1) (5) 2
 (3)
Ending balance$(12) $4
 $(8) $(11) $4
 $(7)
Unrealized gains (losses) on cash flow hedges:           
Beginning balance$154
 $(39) $115
 $51
 $(12) $39
Unrealized (losses) gains arising during the period(87) 23
 (64) 232
 (57) 175
Reclassifications of net (gains) losses to:           
Cost of revenues(61) 15
 (46) (109) 26
 (83)
Selling, general and administrative expenses(10) 2
 (8) (20) 4
 (16)
Net change(158) 40
 (118) 103
 (27) 76
Ending balance$(4) $1
 $(3) $154
 $(39) $115
Accumulated other comprehensive income (loss):           
Beginning balance$105
 $(35) $70
 $(104) $(10) $(114)
Other comprehensive income (loss)(229) 45
 (184) 209
 (25) 184
Ending balance$(124) $10
 $(114) $105
 $(35) $70

Note 15 — Commitments and Contingencies


We are involved in various claims and legal proceedings 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. While we do not expect that the ultimate resolution of any existing claims and proceedings (other than the specific matters described below, if decided adversely), individually or in the aggregate, will have a material adverse effect on our financial 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 circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future.

TableOn January 15, 2015, Syntel sued TriZetto and Cognizant in the USDC-SDNY. Syntel’s complaint alleged breach of Contentscontract 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 $855 million, including $570 million in punitive damages. On April 20, 2021, the USDC-SDNY issued a post-trial order that, among other things, affirmed the jury’s award of $285 million in actual damages, but reduced the award of punitive damages from $570 million to $285 million, thereby reducing the overall damages award from $855 million to $570 million. The USDC-SDNY subsequently issued a final judgment consistent with the April 20th order. On May 26, 2021, Syntel filed a notice of appeal to the Second Circuit, and on June 3, 2021 the USDC-SDNY stayed execution of judgment pending appeal. We will not record the gain in our financial statements until it becomes realizable.

On February 28, 2019, a ruling of the Supreme Court of IndiaSCI 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
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accrued $117 million with respect to prior periods, assuming retroactive application of the Supreme Court’sSCI’s ruling, in "Selling, general and administrative expenses" in our consolidated statementsstatement 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 industries and job growth in India that would result from a retroactive application of the ruling. It is possible the Indian government will review the matter and there is a substantial question as to whether the Indian government will apply the Supreme Court’sSCI’s ruling on a retroactive basis. As such, the ultimate amount of our obligation may be materially different from the amount accrued.

In February 2019, we completed our previously disclosed internal investigation focused on whether certain payments relating to Company-owned facilities in India were made improperly and in violation of the FCPA and other applicable laws. We also announced a resolution of the previously disclosed investigations by the United States DOJ and SEC into the matters that were the subject of our internal investigation. In connection with this resolution, in February 2019 we paid approximately $28 million to the DOJ and SEC, an amount consistent with our December 31, 2018 accrual for this matter. The DOJ also issued a declination letter, declining to take any additional action against the Company.

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. These complaints were consolidated into a single action and on April 7, 2017, the lead plaintiffs filed a consolidated amended complaint on behalf of a putative class of persons 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. Defendants filed a motion to dismiss the consolidated amended complaint on June 6, 2017. On August 8, 2018, the Court 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 their second amended complaint. We filed a motion to dismiss the second amended complaint on June 10, 2019.

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 at that time as defendants. These actions were consolidated in an order dated January 24, 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, April 7, 2017, and May 10, 2017 threeand March 11, 2019, four additional putative shareholder derivative complaints alleging similar claims were filed in the United States District Court for the District of New Jersey,USDC-NJ, naming us and certain of our current and former directors and officers at that time as defendants. These complaints assertedactions were consolidated in an order dated May 14, 2019. On August 3, 2020, lead plaintiffs filed a consolidated amended complaint. The consolidated amended compliant asserts claims similar to those in the previously-filed putative shareholder derivative actions. In an order dated June 20, 2017, the United States District Court for the District of New Jersey consolidated these actions into a single action, appointed lead plaintiffOn February 14, 2022, we 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. On 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 officers moved to dismiss the consolidated amended complaint. On September 27, 2022, the USDC-NJ granted those motions and dismissed the consolidated amended complaint in its entirety with prejudice. Plaintiffs filed a notice of appeal on October 27, 2022.

On June 1, 2021, an eighth putative shareholder derivative complaint was filed in the USDC-NJ, naming us and certain of our current and former directors and officers asat that time 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 Court approved a stipulation that (i) consolidated this action with the putative shareholder derivative suits that were previously filed in the United States District Court for the DistrictMarch 31, 2022, we and certain of New Jersey;our current and (ii) stayed all of these suits pending a final, non-appealable order on the motionformer directors and officers moved to dismiss the second amended complaint incomplaint. On November 30, 2022, the securities class action.USDC-NJ denied without prejudice those motions. The USDC-NJ ordered the parties to conduct limited discovery related to the issue of whether our board of directors wrongfully refused the plaintiff’s earlier litigation demand and, after the conclusion of such limited discovery, to file targeted motions for summary judgment on the issue of wrongful refusal.

We are presently unable to predict the duration, scope or result of the consolidated putative securities class action,shareholder derivative actions. Although the Company continues to defend 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. While the Company intends to defend the lawsuits vigorously, these lawsuits and any other relatedthese 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 bylaws and indemnification agreements with respect to certain current and former members of senior management and the Company’s board of directors. In connection with the matters 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 bylaws to provide funds for legal fees and other expenses. We have expensed such costs incurred through December 31, 2019.

We have maintainedThere are no amounts remaining available to us under applicable insurance policies for our ongoing indemnification and advancement obligations with respect to certain of our current and former officers and directors or incremental legal fees and officers insurance and have recorded an insurance receivable of $20 million as of December 31, 2019, reported in "Other current assets,"other expenses related to the recovery of a portion of the indemnification expenses and costs related to the putative securities class action complaints. We are unable to make a reliable estimate of the eventual cash flows by period related to the indemnification and expense advancement obligations described here.above matters.

See Note 11 for information relating to the ITD Dispute.
Many of our engagements involve projects that are critical to the operations of our clients’ business and provide benefits that are difficult to quantify. Any failure in a client’s systems or our failure to meet our contractual obligations to our clients, including any breach involving a client’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, thereomissions, we retain a significant portion of risk through our insurance deductibles and there can be no assurance that such coverage will cover all types of claims, continue to be available on reasonable terms or will be
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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 position and cash flows for a particular period.

In the normal course of business and in conjunction with certain client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients 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 client 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 a 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 adverse effect on our business, results of operations, financial position and cash flows for a particular period.

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, excluding the India plans described below, were $117$172 million, $108$135 million and $91$118 million for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively.
WeIn addition, 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 eligible compensation, which is matched by an equal contribution by the Company. For these plans, we recognized a contribution expense of $101$143 million, $88$121 million and $86$98 million for the years ended December 31, 2019, 2018
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2022, 2021 and 2020, respectively.
and 2017, respectively. On February 28, 2019, a ruling of the Supreme Court of India 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 Supreme Court’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, ourOur liability for the gratuity plan reflected 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, 20192022 and 2018,2021, the amount accrued under the gratuity plan was $135$99 million and $141$118 million, which is net of fund assets of $160$206 million and $136$212 million, respectively.respectively. Expense recognized by us was $38$45 million, $53$70 million and $40$35 million for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively.
Note 17 — Stock-Based Compensation Plans
The Company's 2017 Incentive Plan and the Purchase Plan provide for the issuance of up to 48.8 million shares (plus any shares underlying outstanding awards that are forfeited under the 2009 Incentive Plan) and 40.0 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, 2019,2022, we have 34.317.3 million and 8.92.6 million shares available for grant under the 2017 Incentive Plan and the Purchase Plan, respectively.
The allocation 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:
(in millions)202220212020
Cost of revenues$33 $49 $51 
SG&A expenses228 197 181 
Total stock-based compensation expense$261 $246 $232 
Income tax benefit$59 $59 $48 
  2019 2018 2017
  (in millions)
Cost of revenues $54
 $62
 $55
Selling, general and administrative expenses 163
 205
 166
Total stock-based compensation expense $217
 $267
 $221
Income tax benefit $39
 $66
 $101
CognizantF-36December 31, 2022 Form 10-K


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Restricted Stock Units and Performance Stock Units
We granted RSUs that vest proportionately in quarterly or annual installments ranging from one yearover periods of up to four 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, 20192022 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, 2019 5.0
 $69.64
Granted 3.0
 64.12
Vested (2.6) 67.43
Forfeited (0.9) 70.11
Unvested at December 31, 2019 4.5
 $67.07

Number of
Units
(in millions)
Weighted Average
Grant Date
Fair Value
(in dollars)
Unvested at January 1, 20223.9 $70.11 
Granted3.1 78.20 
Vested(2.9)72.19 
Forfeited(0.7)76.07 
Unvested at December 31, 20223.4 $74.54 
The weighted-average grant date fair value of RSUs granted in 2022, 2021 and 2020 was $78.20, $74.66 and $61.85, respectively. As of December 31, 2019, $2412022, $182 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 1.91.6 years.
The total vesting date fair value of vested RSUs was $170 million, $194 million and $169 million for the years ended December 31, 2019, 2018 and 2017, respectively. The weighted-average grant date fair value of RSUs granted in 2019, 2018 and 2017 was $64.12, $74.94 and $67.56, respectively.

We granted PSUs that vest over periods ranging from one yearup to four years to employees, including our executive officers. The vesting of PSUs is contingent on both meeting certain financial performance targets, market conditions and continued service. 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.
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A summary of the activity for PSUs granted under our stock-based compensation plans as of December 31, 20192022 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, 20222.3 $67.55 
Granted1.0 90.92 
Vested(0.1)60.37 
Forfeited(0.4)75.83 
Adjustment at the conclusion of the performance measurement period(0.4)63.88 
Unvested at December 31, 20222.4 $76.93 
  
Number of
Units
(in millions)
 
Weighted Average
Grant Date
Fair Value
(in dollars)
Unvested at January 1, 2019 3.3
 $71.59
Granted 2.1
 70.77
Vested (1.3) 60.05
Forfeited (0.7) 75.35
Adjustment at the conclusion of the performance measurement period (1.4) 81.77
Unvested at December 31, 2019 2.0
 $69.73

The weighted-average grant date fair value of PSUs granted in 2022, 2021 and 2020 was $90.92, $73.38 and $62.00, respectively. As of December 31, 2019, we have estimated that the minimum performance threshold will not be achieved for most outstanding PSU awards. Accordingly,2022, $35 million of the total remaining unrecognized stock-based compensation cost related to PSUs is immaterial.expected to be recognized over the weighted-average remaining requisite service period of 1.0 year.
The total vesting date fair value of vested PSUs was $82 million, $53 million and $60 million for the years ended December 31, 2019, 2018 and 2017, respectively. The weighted-average grant date fair value of PSUs granted in 2019, 2018 and 2017 was $70.77, $81.98 and $60.77, respectively.
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
Beginning in 2022, the Purchase Plan provides for eligible employees to purchase shares of Class A common stock at a price equal to 95% of the fair market value per share of RSUs and PSUs is determined basedour Class A common stock on the number of stock units granted and the quoted price of our stock atlast date of grant.the purchase period. This plan has been deemed non-compensatory and, therefore, no compensation expense has been recorded. During the year ended December 31, 2022, we issued 1.3 million shares of Class A common stock under the Purchase Plan.
TheFor the years ended December 31, 2021 and 2020, the Purchase Plan
The Purchase Plan provides provided 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 iswas recognized over the vesting period of three months on a straight-line basis.
The fair values of the options granted under the Purchase Plan were estimated at the date of grant during the years ended December 31, 2019, 2018,2021 and 20172020 based upon the following assumptions, and were as follows:
  2019 2018 2017
Dividend yield 1.3% 1.0% 1.0%
Weighted average volatility factor 24.9% 21.0% 24.3%
Weighted average expected life (in years) 0.25
 0.25
 0.25
Weighted average risk-free interest rate 2.2% 1.9% 0.9%
Weighted average grant date fair value $9.82
 $10.87
 $9.23

During the year ended December 31, 2019, we issued 2.8 million shares of Class A common stock under the Purchase Plan with a total fair value of approximately $28 million.
Note 18 — Related Party TransactionsCognizantF-37December 31, 2022 Form 10-K
Brackett B. Denniston, III was the Interim General Counsel and an executive officer of the Company from December 2016 until May 15, 2017, during which period Mr. Denniston was also a Senior Counsel at the law firm of Goodwin Procter LLP. During the year ended December 31, 2017 Goodwin performed legal services for the Company for which it earned approximately $4 million. The provision of legal services from Goodwin was reviewed and approved by our Audit Committee. During the years ended December 31, 2019 and 2018, Goodwin was not a related party of the Company.
In 2018, we provided $100 million of initial funding to the Cognizant U.S. Foundation, which is focused on science, technology, engineering and math education in the United States. 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 Cognizant U.S. Foundation in 2019 and 2018.

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20212020
Dividend yield1.3 %1.1 %
Weighted average volatility factor27.5 %35.9 %
Weighted average risk-free interest rate0.03 %0.6 %
Weighted average expected life (in years)0.250.25
Weighted average grant date fair value$11.72$9.38

Note 1918 — Segment Information
OurWe have seven industry-based operating segments, which are aggregated into four reportable segments are:business segments:
Financial Services, which consists of ourthe banking and insurance operating segments;
Healthcare,Health Sciences (previously referred to as Healthcare), which consists of our healthcare and life sciencesa single operating segments;segment of the same name;
Products and Resources, which consists of ourthe retail and consumer goods; manufacturing, logistics, energy, and utilities; and travel and hospitality operating segments; and
Communications, Media and Technology, which includes our communications and mediaconsists of a single operating segment and our technology operating segment.of the same name.
Our sales managers,segments are industry-based, and as such, we report revenue from clients in the segment with which our clients are most closely aligned. Our 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'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 ourthe operating segments may affect revenues and operating expenses to differing degrees.

In 2019,2022, we made certain changes to the internal measurement of segment operating profits for the purpose of evaluating
segment performance and resource allocation. The primary reason for the change was to charge to our businessthe segments the costs that arethey directly managedmanage and controlled by them.control. Specifically, segment operating profit now includes certain benefit, immigration, recruitment and sales and field marketing costs related to non-delivery personnel that support consulting services, which were previously included in "unallocated costs." We have reported our 20192022 segment operating profits using the new allocation methodology and have restatedrecast the 20182021 and 2020 results to conform to the new methodology.

Additionally, we combined our energy and utilities operatingmade the following changes:
We renamed the Healthcare reportable business segment with our manufacturing and logistics operating segment for our internal reporting. Our products and resourcesas Health Sciences. This segment, which was previously comprised of fourtwo operating segments, ((i) retail(i) healthcare and consumer goods; (ii) manufacturing and logistics; (iii) travel and hospitality; and (iv) energy and utilities)life sciences, is now comprised of threeone operating segment - health sciences.
The Communications, Media and Technology reportable business segment, which was previously comprised of two operating segments, ((i) retail(i) communications and consumer goods;media and (ii) manufacturing, logistics, energy and utilities; and (iii) travel and hospitality). This change reflects how thistechnology, is now comprised of one operating segment is currently- communications, media and technology.
These changes reflect how these segments are managed and reported to the chief operating decision makersmaker but willdid not affect ourthe reportable segmentbusiness segments' financial results.
Expenses included in segment operating profit consist principally of direct selling and delivery costs (including stock-based compensation expense) as well as a per employee charge for use of our global delivery 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, costs related to our realignment program, a portion of depreciation and amortization and the impact of the settlements of our cash flow hedges, and for 2020, restructuring costs, COVID-19 Charges and costs related to the ransomware attack, 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 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. Additionally, the initial funding of the Cognizant U.S. Foundation recorded in 2018 has been excluded from segment operating profits for the year ended December 31, 2018. 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.
For revenues by reportable business segment and geographic area please see Note 2.
CognizantF-38December 31, 2022 Form 10-K

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Segment operating profits by reportable business segment were as follows:
2019 2018 
2017(1)
(in millions)
(in millions)(in millions)202220212020
Financial Services$1,605
 $1,713
 $1,771
Financial Services$1,771 $1,707 $1,419 
Healthcare1,261
 1,416
 1,301
Health SciencesHealth Sciences1,515 1,527 1,357 
Products and Resources1,028
 1,023
 923
Products and Resources1,448 1,301 1,058 
Communications, Media and Technology732
 692
 601
Communications, Media and Technology1,012 925 780 
Total segment operating profit4,626
 4,844
 4,596
Total segment operating profit5,746 5,460 4,614 
Less: unallocated costs2,173
 2,043
 2,115
Less: unallocated costs2,778 2,634 2,500 
Income from operations$2,453
 $2,801
 $2,481
Income from operations$2,968 $2,826 $2,114 


(1)As described above, in 2019 we made changes to the internal measurement of segment operating profits. While we have restated the 2018 results to conform to the new methodology, it is impracticable for us to restate our 2017 segment operating results as the detailed information required for the allocation of such costs to the segments is not reasonably available.
Geographic Area Information
Long-lived assets by geographic area are as follows:
(in millions)202220212020
Long-lived Assets:(1)
North America(2)
$354 $377 $399 
Europe86 75 88 
Rest of World(3)
661 719 764 
Total$1,101 $1,171 $1,251 
 2019 2018 2017
 (in millions)
Long-lived Assets:(1)
     
North America(2)
$445
 $436
 $360
Europe104
 105
 63
Rest of World(3)
760
 853
 901
Total$1,309
 $1,394
 $1,324
(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.

(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.

Note 2019Quarterly Financial Data (Unaudited)Subsequent Events

Summarized quarterly results for the two years ended December 31, 2019 are as follows:
  Three Months Ended  
2019 March 31 June 30 September 30 December 31 Full Year
  (in millions, except per share data)
Revenues 4,110
 $4,141
 $4,248
 $4,284
 $16,783
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 2,575
 2,629
 2,681
 2,749
 10,634
Selling, general and administrative expenses 871
 719
 706
 676
 2,972
Restructuring charges 2
 49
 65
 101
 217
Depreciation and amortization expense 123
 125
 127
 132
 507
Income from operations 539
 619
 669
 626
 2,453
Net income 441
 509
 497
 395
 1,842
Basic earnings per share (1)
 $0.77
 $0.90
 $0.90
 $0.72
 $3.30
Diluted earnings per share (1)
 $0.77
 $0.90
 $0.90
 $0.72
 $3.29

  Three Months Ended  
2018 March 31 June 30 September 30 December 31 Full Year
  (in millions, except per share data)
Revenues $3,912
 $4,006
 $4,078
 $4,129
 $16,125
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 2,401
 2,417
 2,480
 2,540
 9,838
Selling, general and administrative expenses 710
 805
 723
 769
 3,007
Restructuring charges 1
 
 11
 7
 19
Depreciation and amortization expense 107
 114
 119
 120
 460
Income from operations 693
 670
 745
 693
 2,801
Net income 520
 456
 477
 648
 2,101
Basic earnings per share (1)
 $0.89
 $0.78
 $0.82
 $1.12
 $3.61
Diluted earnings per share (1)
 $0.88
 $0.78
 $0.82
 $1.12
 $3.60


(1)The sum of the quarterly basic and diluted earnings per share for each of the four quarters may not equal the earnings per share for the year due to rounding.
Note 21 — Subsequent Events

Dividend
On February 3, 2020,1, 2023, our Board of Directors approved the Company's declaration of a $0.22$0.29 per share dividend with a record date of February 18, 202017, 2023 and a payment date of February 28, 2020.2023.
Share Repurchase ProgramAcquisitions
In February 2020,January 2023, we completed the acquisition of the professional services and application management practices of OneSource Virtual, a leading provider of Workday services, solutions and products, for a purchase price of $103 million. This acquisition complements our Boardexisting finance and HR advisory implementation services with Workday, expanding our capabilities in consulting, deployment, and post-deployment support across North America and the United Kingdom. On December 30, 2022, $103 million was placed in an escrow account in advance of Directors increased our stock repurchase program authorization from $5.5 billion to $7.5 billion, excluding fees and expenses, and eliminated the expirationclosing date of January 1, 2023. This balance was deemed to be restricted cash as of December 31, 2022 and was presented in "Other noncurrent assets" in our consolidated statement of financial position.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the program.consolidated statements of financial position to the amounts shown in the consolidated statements of cash flows as of December 31:

(in millions)202220212020
Cash and cash equivalents$2,191 $1,792 $2,680 
Restricted cash103 — — 
Total cash, cash equivalents and restricted cash$2,294 $1,792 $2,680 
In January 2023, we entered into an agreement to acquire Mobica, an IoT software engineering services provider, for a preliminary purchase price of approximately $335 million. This acquisition will expand our IoT embedded software engineering capabilities and will provide clients with a deeper and broader array of end-to-end support to enable digital transformation. The transaction is expected to close in the first quarter of 2023, subject to satisfaction of customary closing conditions.

CognizantF-39December 31, 2022 Form 10-K

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Cognizant Technology Solutions Corporation
Valuation and Qualifying Accounts
For the Years Ended December 31, 2019, 20182022, 2021 and 20172020
(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:
2022$39 $41 $— $39 $41 
2021$32 $36 $$32 $39 
2020$33 $32 $— $33 $32 
Valuation allowance—deferred income tax assets:
2022$46 $$— $$41 
2021$29 $17 $— $— $46 
2020$24 $$— $— $29 
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:          
2019 $78
 $(11) $
 $
 $67
2018 $65
 $13
 $
 $
 $78
2017 $48
 $15
 $3
 $1
 $65
Warranty accrual:          
2019 $32
 $33
 $
 $32
 $33
2018 $30
 $32
 $
 $30
 $32
2017 $26
 $30
 $
 $26
 $30
Valuation allowance—deferred income tax assets:          
2019 $11
 $15
 $
 $2
 $24
2018 $10
 $1
 $
 $
 $11
2017 $10
 $
 $
 $
 $10




F-47
CognizantF-40December 31, 2022 Form 10-K