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)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended
December 31, 20182019
 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)
   
Delaware 13-3728359
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
  
Glenpointe Centre West
500 Frank W. Burr Blvd.
Teaneck,New Jersey 07666
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (201) (201801-0233
   
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.    ýYes 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     ýNo
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.     ýYes  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).     ýYes  No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated FilerýAccelerated filerFiler
    
Non-accelerated filerFiler
Smaller reporting companyReporting 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 is a shell company (as defined in Rule 12b-2 of the Act).      Yes     ý  No
The aggregate market value of the registrant’s voting shares of common stock held by non-affiliates of the registrant on June 30, 2018,28, 2019, based on $78.99$63.39 per share, the last reported sale price on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC on that date, was $45.7$34.9 billion.
The number of shares of Class A common stock, $0.01 par value, of the registrant outstanding as of February 8, 20197, 2020 was 575,099,275548,637,106 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 20192020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.


   



TABLE OF CONTENTS
 
Item PageItem Page
  
  
1. 1. 
  
1A. 1A. 
  
1B. 1B. 
  
2. 2. 
  
3. 3. 
  
4. 4. 
  
  
  
5. 5. 
  
6. 6. 
  
7. 7. 
  
7A. 7A. 
  
8. 8. 
  
9. 9. 
  
9A. 9A. 
  
9B. 9B. 
  
  
  
10. 10. 
  
11. 11. 
  
12. 12. 
  
13. 13. 
  
14. 14. 
  
  
  
15. 15. 
16. 16. 
  
  
  



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PART I
 
Item 1. Business
Overview


Cognizant is one of the world’s leading professional services companies, transforming clients’ business, operating and technology models for the digital era. Our industry-based, consultative approach helps customers envision, build and run more innovative and efficient businesses. Our services include digital services and solutions, consulting, application development, systems integration, application testing, application maintenance, infrastructure services and business process services. Digital services are becominghave become an increasingly important part of our portfolio, of services and solutions and are often integrated or delivered alongaligning with our other services.clients' focus on becoming data-enabled, customer-centric and differentiated businesses. We tailor our services and solutions to specific industries and usewith an integrated global delivery model that employs customerclient service and delivery teams based at customer locations and delivery teams located at customerclient locations and dedicated global and regional delivery centers.
Certain terms used in this Annual Report on Form 10-K are defined in the Glossary included at the end of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Business Segments


We go to market across our four industry-based business segments. Our customersclients seek to partner with service providers that have a deep understanding of their businesses, industry initiatives, clients,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 and embracing DevOps and key technologies like IoT, analytics, AI, digital engineering, cloud and automation. We believe that our deep knowledge of the industries we serve and our clients’ businesses has been central to our revenue growth and high customer satisfaction.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 Services Healthcare Products and Resources Communications, Media and Technology
• Banking
• Insurance
 
• Healthcare
• Life Sciences
 
• Retail and Consumer Goods
• Manufacturing, Logistics, Energy and LogisticsUtilities
• Travel and Hospitality
• Energy and Utilities
 
• Communications and Media
• Technology
Our Financial Services segment includes banking, capital markets and insurance companies. Demand in this segment is driven by our customers’ focus on cost optimization in the face of profitability pressures, theclients’ 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 artificial intelligenceAI in areas such as digital lending, fraud detection and next generation payments.
Our Healthcare segment consists of healthcare providers and payers as well as life sciences companies, including pharmaceutical, biotech and medical device companies. Demand in this segment is driven by emerging industry trends, including enhanced compliance, integrated health management, claims investigative services and heightened focus on patient experience, as well as services that drive operational improvements in areas such as claims processing, enrollment, membership and billing, in addition tobilling. Demand is also created by the adoption and integration of digital technologies such as artificial intelligence,AI to shape personalized care plans and predictive data analytics to improve patient outcomes.
Our Products and Resources segment includes manufacturers, retailers and travel and hospitality companies, as well as companies providing logistics, energy and utility services. Demand in this segment is driven by our customers’clients’ focus on improving the efficiency of their operations, the enablement and integration of mobile platforms to support sales and other omni channelomni-channel commerce initiatives, and their adoption and integration of digital technologies, such as the application of intelligent systems to manage supply chainchains and enhance overall customer experiences.experiences, and IoT to instrument functions for factories, real estate, fleets and products to increase access to insight generating data.
Our Communications, Media and Technology segment includes information, media and entertainment, communications and technology companies. Demand in this segment is driven by our customers’ needclients’ needs to manage their digital content, 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, enablement and interactive and connected products.IoT.

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For the year ended December 31, 2018,2019, the distribution of our revenues across our four industry-based business segments was as follows:
revenuechartseg.jpgrevbyseg.jpg
See Note 32 to our consolidated financial statements for additional information related to disaggregation of revenues by customerclient 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 for the healthcare industry. Digital services and solutions, such as analytics and artificial intelligence,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 intelligent process automation, interactive and hybrid cloud, are becoming an increasingly important partcloud. These four capabilities enable clients to put data at the core of our portfolio of servicestheir operations, improve the experiences they offer their customers, tap into new revenue streams, defend against technology-enabled competitors and solutions.reduce costs. In many cases, our customers'clients' new digital systems are built upon the backbone of their existing legacy systems. Also, customersclients often look for efficiencies in the way they run their operations so they can fund investments in new digital capabilities.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 and apply digital technologies to make their operations more efficient.efficient and effective. We deliver all of our services and solutions across our four industry-based business segments to best address our customersclients' 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 2018,2019, we completed five such acquisitions: Bolder Healthcare Solutions,
Mustache, a provider of revenue cycle management solutions to the healthcare industrycreative content agency based in the United States; Hedera Consulting,States, that extends our capabilities in creating original and branded content for digital, broadcast and social mediums;
Meritsoft, a business advisoryfinancial software company based in Ireland, that complements our service offerings to capital markets institutions;
Samlink, a developer of services and data analyticssolutions 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 providercapabilities for connected biopharmaceutical and medical device manufacturers; and
Contino, a technology consulting firm that extends our capabilities in Belgiumenterprise DevOps and the Netherlands; Softvision, a digital engineering and consulting company with significant operations in Romania and India that focuses on agile developmentcloud transformation.
Table of custom cloud-based software and platforms for customers 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; and SaaSfocus, a Salesforce services provider in Australia.Contents

We have organized our services and solutions into threefour practice areas: Digital Business, Digital Operations, and Digital Systems and Technology.Technology and Consulting. These practice areas are supported by Cognizant Consulting, our Global Technology Office and Cognizant Accelerator.
practiceareas.jpgpracticeareas.jpg

Cognizant Digital Business
Our digital business practice helps customers rethink their business models, working with customers to reinvent existing businesses and create new ones by innovating products, services, and experiences.clients build modern enterprises. Areas of focus within this practice area are digital strategy, artificial intelligenceare:
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, connected products, interactive user experienceswhich 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 builds next-generation applications and experiences at speed and scale. These services are often delivered along with our application development, systems integration and digital services.powers modern businesses.
Cognizant Digital Operations
Our digital operations practice helps customersclients rethink their operating models by assessing their existing processes and modernizerecommending automation and change management, allowing clients to fundamentally transform how their business operations by re-engineering and managing their most essential business processes resulting in lower operating costs, better employee and customer outcomes and improved top-line growth.run while also realizing cost savings benefits from these process improvements. Areas of focus within this practice area are intelligentare:
automation, analytics and consulting for business process automation, industryoutsourcing;
platform-based operations; and platform solutions and enterprise services.
core business process operations.
We have extensive knowledge of core front office, middle office and back office processes, including finance and accounting, procurement, data management, and research and analytics, procurement and data management, which we integrate with our industry and technology expertise to deliver targeted business process services and solutions. Our highly specialized domain expertise is important in creating industry-aligned solutions for our customers' needs in areas such as clinical data management, pharmacovigilance, equity research support, commercial operations and order management.
Cognizant Digital Systems & Technology
Our digital systems and technology practice helps customersclients 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 system integration services, infrastructure services (including cloud), include:
enterprise application services;
application development and maintenance;
quality engineering and assurance,assurance;
cloud;
infrastructure; and security and application services.
security.
Consulting
Our application services include traditional development, testing and maintenance and agile developmentconsulting practice helps clients drive the changes that the evolving technology landscape requires ofnew software and applications that transform existing businesses at speed and scale.
Cognizant Consulting, Global Technology Office, and Cognizant Accelerator
Supporting our three practice areas, the Cognizant Consulting team provides their organizations by providing global business, process, operations and technology consulting services to our customers.services. Our consulting professionals and domain experts from our industry-focusedindustry-based business segments work closely with our practice areas to create modern frameworks, platforms and solutions that customers find valuable as they pursue new efficiencies and look to leverage a wide range of digital technologies across our clients’ businesses to deliver higher levels of efficiency and new value for their operations. Our Global Technology Office and customers.
Cognizant Accelerator
Cognizant Accelerator focus on utilizing new technologies to developsupports our business segments and four practice areas by developing innovative and practical offerings for customers'clients' emerging needs and support our business segments and practice areas.through the application of new technologies.
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Global Delivery Model
We utilize a global delivery model, with delivery centers worldwide to provide the full range of services we offer to our customers.clients. Our global delivery model includes four distinct delivery methods, with most customer engagements utilizing several or all of these delivery methods. Our global delivery model includes employees located in the following locations: customers’deployed at client sites, local or in-country delivery centers, regional delivery centers and offshore delivery centers.centers, as required to best serve our clients. As we scale our digital services and solutions, we are focused on hiring in the United States and other countries where we deliver services to our clients to expand our in-country delivery capabilities. Our extensive facilities, technology and communications infrastructure are designed to enable the effective collaboration of our global workforce across locations and geographies.
Sales and Marketing
We market and sell our services directly through our professional staff, senior management and direct sales personnel operating out of our global headquarters and business developmentmany offices which are strategically located around the world. TheWe 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 customerclient delivery team as the sales process moves closer to a customer’sclient's selection of a services provider. The duration of the sales process may vary widely depending on the type and complexity of services.

CustomersClients
The services we provide are distributed among a number of customersclients in each of our 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 customerclient or a few significant customersclients in a particular segment could materially reduce revenues for that segment. However, theThe services we provide to our larger customersclients are often critical to their operations and a termination of our services would typically require an extended transition period with gradually declining revenues. TheNevertheless, the volume of work performed for specific customers is likely toclients may vary significantly from year to year,year.
In the fourth quarter of 2019, we announced that we will exit certain content-related work that is not in line with our long-term strategic vision for the Company. We intend to exit this work in 2020 and a significant customer in one yearthis may not usenegatively impact our relationship with the affected clients and the revenues from other services in a subsequent year. Revenues from our top customers as a percentagewe provide to them. Refer to Item 7. Management’s Discussion and Analysis of total revenues were as follows:
  For the years ended December 31,
  2018 2017 2016
Top five customers 8.6% 8.9% 10.0%
Top ten customers 15.4% 14.9% 16.7%
Financial Condition and Results of Operations
for further information.
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 andcompanies, outsourcing companies and boutique digital companies. Our direct competitors include, among others, Accenture, Atos, Capgemini, Deloitte Digital, DXC Technology, EPAM Systems, Genpact, HCL Technologies, IBM Global Services, Infosys Technologies, Tata Consultancy Services and Wipro. In addition, we compete with numerous smaller local companies in the various geographic markets in which we operate.
The principal competitive factors affecting the markets for our services include the provider’s reputation and experience, vision and strategic advisory ability,capabilities, digital services capabilities, performance and reliability, responsiveness to customer needs, financial stability, corporate governance and competitive pricing of services. Accordingly, we rely on the following to compete effectively:
investments to scale our digital services;
our recruiting, training and retention model;
our global service delivery model;
an entrepreneurial culture and approach to our work;
a broad customerclient referral base;
investment in process improvement and knowledge capture;
financial stability and good corporate governance;
continued focus on responsiveness to customerclient needs, quality of services and competitive prices; and
project management capabilities and technical expertise.
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Intellectual Property
We provide value to our customersclients based, in part, on our proprietary innovations, methodologies, software, reusable knowledge capital and other intellectual property ("IP")IP assets. We recognize the importance of IP and its ability to differentiate us from our competitors. We seek IP protection for some of our innovations and rely on a combination of IP laws, confidentiality procedures and contractual provisions, to protect our IP and our brand.Cognizant brand, which is one of our most valuable assets. We have registered, and applied for the registration of, U.S. and international trademarks, service marks, domain names and copyrights. We own or are licensed under a number of patents, trademarks and copyrights and licenses, which vary inof varying duration, relating to our products and services. While our proprietary IP rights are important to our success, we believe our business as a whole is not materially dependent on any particular IP right or any particular group of patents, trademarks, copyrights or licenses.licenses, other than our Cognizant brand.
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.
Employees
We had approximately 281,600292,500 employees at the end of 2018,2019, with approximately 50,00046,400 in North America, approximately 18,30021,200 in Europe and approximately 213,300224,900 in various other locations throughout the rest of the world, including approximately 194,700203,700 in India. We are not party to any significant collective bargaining agreements.


Information About Our Executive Officers
On February 6, 2019, we announced that the Board of Directors has appointed Brian Humphries as our Chief Executive Officer and as a member of the Board, in each case effective April 1, 2019. Francisco D’Souza will step down as the Company’s Chief Executive Officer, effective April 1, 2019, and has agreed to serve as an advisor to the new Chief Executive Officer with the title of “Executive Vice Chairman” from April 1, 2019 through June 30, 2019. Thereafter, he will continue to serve as Vice Chairman of the Board of Directors. Rajeev Mehta will step down as our President, effective on April 1, 2019, and will thereafter serve as an advisor to the new Chief Executive Officer from April 1, 2019 through May 1, 2019, at which point Mr. Mehta’s employment with us will terminate.
The following table identifies our current executive officers:
Name Age Capacities in Which Served 
In Current
Position Since
Francisco D’Souza(1)
 50
 Chief Executive Officer 2007
Rajeev Mehta(2)
 52
 President 2016
Karen McLoughlin(3)
 54
 Chief Financial Officer 2012
Ramakrishnan Chandrasekaran(4)
 61
 Executive Vice Chairman, Cognizant India 2013
Debashis Chatterjee(5)
 53
 Executive Vice President and President, Global Delivery 2016
Ramakrishna Prasad Chintamaneni(6)
 49
 Executive Vice President and President, Global Industries and Consulting 2016
Malcolm Frank(7)
 52
 Executive Vice President, Strategy and Marketing 2012
Matthew Friedrich (8)
 52
 Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary 2017
Sumithra Gomatam(9)
 51
 Executive Vice President and President, Digital Operations 2016
Gajakarnan Vibushanan Kandiah(10)
 51
 Executive Vice President and President, Digital Business 2016
Venkat Krishnaswamy(11)
 65
 Vice Chairman, Healthcare and Life Sciences 2013
James Lennox(12)
 54
 Executive Vice President, Chief People Officer 2016
Sean Middleton(13)
 37
 Senior Vice President and President, Cognizant Accelerator 2017
Allen Shaheen(14)
 56
 Executive Vice President, North American Digital Hubs 2018
Dharmendra Kumar Sinha(15)
 56
 Executive Vice President and President, Global Client Services 2013
Robert Telesmanic(16)
 52
 Senior Vice President, Controller and Chief Accounting Officer 2017
Santosh Thomas(17)
 50
 Executive Vice President and President, Global Growth Markets 2016
Srinivasan Veeraraghavachary(18)
 59
 Chief Operating Officer 2016
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
 
(1)Francisco D’SouzaBrian Humphries has been our Chief Executive Officer and a member of the Board of Directors since 2007. He has been Vice Chair of our Board of Directors since 2018. He alsoApril 2019. Prior to joining Cognizant, he served as our President from 2007 to 2012. Mr. D’Souza joined Cognizant as a co-founder in 1994, the year it was started asChief Executive Officer of Vodafone Business, a division of The Dun & Bradstreet Corporation,Vodafone Group, from 2017 until 2019. Mr. Humphries joined Vodafone from Dell Technologies where his positions from 2013 to 2017 included President and was our 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 20032008 to 20062013 included Senior Vice President, Emerging Markets, Senior Vice President, Strategy and heldCorporate 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 variety of other senior management positions at Cognizant from 1997 to 2003. Mr. D’Souza has served on the Board of Directors of General Electric Company ("GE") since 2013, where he is currently a member of the Governance & Public Affairs Committee and the Management Development & Compensation Committee. He also serves on the Board of Trustees of Carnegie Mellon University and as Co-Chairman of the Board of Trustees of The New York Hall of Science. Mr. D’Souza has a Bachelor ofbachelor’s degree in Business Administration degree from the University of Macau and a Master of Business Administration ("MBA") degree from Carnegie Mellon University.Ulster, Northern Ireland.
(2)Rajeev Mehta has been our President since September 2016. From December 2013 to September 2016, Mr. Mehta served as our Chief Executive Officer, IT Services. From February 2012 to December 2013, Mr. Mehta served as our Group Chief Executive - Industries and Markets. Mr. Mehta held other senior management positions in client services and our financial services business segment from 2001 to 2012. Prior to joining Cognizant in 1997, Mr. Mehta was involved in implementing GE Information Services' offshore outsourcing program and also held consulting positions at Deloitte & Touche LLP and

Andersen Consulting. Mr. Mehta has a Bachelor of Science degree from the University of Maryland and an MBA degree from Carnegie Mellon University.
(3)
Karen McLoughlin has been our Chief Financial Officer since February 2012. Ms. McLoughlin has held various senior management positions in our finance department since she joined Cognizant in 2003. Prior to joining Cognizant, Ms. McLoughlin held various financial management positions at Spherion Corporation and Ryder System, Inc. and served in various audit roles at Price Waterhouse (now PricewaterhouseCoopers). Ms. McLoughlin has served on the Board of Directors of Best Buy Co., Inc. since 2015, where she is currently a member of the Audit Committee and 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.
(4)(3)Ramakrishnan ChandrasekaranRobert Telesmanic has been our ExecutiveSenior Vice Chairman, Cognizant IndiaPresident, Controller and Chief Accounting Officer since December 2013. From February 2012January 2017, a Senior Vice President since 2010 and our Corporate Controller since 2004. Prior to December 2013, Mr. Chandrasekaranthat, he served as our Group Chief Executive - Technology and Operations. Mr. Chandrasekaran held other senior management positions in global delivery from 1999 to 2012. Prior to joining us in 1994, Mr. Chandrasekaran worked with Tata Consultancy Services. Mr. Chandrasekaran has a Mechanical Engineering degree and an MBA degree from the Indian Institute of Management.Assistant Corporate
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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.
(5)Debashis Chatterjee has been our Executive Vice President and President, Global Delivery and managed our Digital Systems and Technology practice area since August 2016. From December 2013 to August 2016, Mr. Chatterjee served as Executive Vice President and President, Technology Solutions. From May 2013 to December 2013, Mr. Chatterjee served as Senior Vice President and Global Head, Technology and Information Services. From March 2012 to April 2013, he was Senior Vice President, Transformational Services. Mr. Chatterjee worked at International Business Machine Corporation from 2011 to 2012 as Vice President and Sectors Leader, Global Business Services, Global Delivery. Prior to that, Mr. Chatterjee held various senior positions in the Banking and Financial Services ("BFS") practice at Cognizant from 2004 to 2011 and other management roles at Cognizant since joining us in 1996. He has been in our industry since 1987, having previously worked at Tata Consultancy Services and Mahindra & Mahindra. Mr. Chatterjee has a Bachelor of Engineering degree in Mechanical Engineering from Jadavpur University in India.
(6)Ramakrishna Prasad Chintamaneni has been our Executive Vice President and President, Global Industries and Consulting since August 2016. Mr. Chintamaneni served as our Executive Vice President and President, BFS, from December 2013 to August 2016. From 2011 to December 2013, Mr. Chintamaneni served as our Global Head of the BFS practice. Mr. Chintamaneni held various senior positions in the BFS practice from 2006 to 2011 and was a client partner in our BFS practice from 1999 to 2006. Prior to joining Cognizant in 1999, Mr. Chintamaneni spent seven years in the investment banking and financial services industry, including working at Merrill Lynch and its affiliates for five years as an Investment Banker and a member of Merrill’s business strategy committee in India. Mr. Chintamaneni has a Bachelor of Technology degree in Chemical Engineering from the Indian Institute of Technology, Kanpur and a Postgraduate Diploma in Business Management from the XLRI - Xavier School of Management in India. 
(7)Malcolm Frank has been our Executive Vice President, Strategy and Marketing since February 2012. Mr. Frank served as our Senior Vice President of Strategy and Marketing from 2005 to 2012. Prior to joining Cognizant in 2005, Mr. Frank was a founder and the President and Chief Executive Officer of CXO Systems, Inc., an independent software vendor providing dashboard solutions for senior managers, a founder and the President, Chief Executive Officer and Chairman of NerveWire Inc., a management consulting and systems integration firm, and a founder and executive officer at Cambridge Technology Partners, an information technology professional services firm. Mr. Frank has served on the Board of Directors of Factset Research Systems Inc. since June 2016, where he is a member of the Compensation Committee. Mr. Frank has a Bachelor degree in Economics from Yale University.
(8)(4)Matthew Friedrich has been our Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary since May 2017. Prior to joining Cognizant, Mr. Friedrich wasserved as Chief Corporate Counsel for Chevron Corporation a multinational energy company, from August 2014 to May 2017,2017. Mr. Friedrich was a partner with the law firmfirms of Freshfields Bruckhaus Deringer LLP from April 2013 to August 2014 and a partner with the law firm of Boies Schiller & Flexner LLP from June 2009prior to April 2013.his role with Chevron. Mr. Friedrich began his legal career in 1995 as a federal prosecutor with the United States Department of Justice,DOJ, where he remained for nearly 14 years, culminating with his designation as the acting assistantAssistant Attorney General of the Criminal Division in 2008. Mr. Friedrich ishas served as a life member of the Council on Foreign Relations and serves onsince 2016, as a member of the Board of Directors of the U.S.-India Business Council.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.
(9)(5)Sumithra Gomatam has been our Executive Vice President and President, Digital Operations since August 2016. From December 2013 to August 2016, Ms. Gomatam served as our Executive Vice President and President, Industry Solutions. From 2008 to December 2013, Ms. Gomatam served as Senior Vice President, and global leader for our Testing practice. Ms. Gomatam held other management positions in our global delivery and BFS practices from 1995 to 2008. Ms. Gomatam has a Bachelor of Engineering degree in Electronics and Communication from Anna University.
(10)Gajakarnan Vibushanan Kandiah has been our Executive Vice President and President, Digital Business since August 2016. Mr. Kandiah previously served as Executive Vice President of Business Process Services ("BPS") and Digital Works from January 2014 to August 2016, and as Senior Vice President of BPS from 2011 to December 2013. Previous roles he held at

Cognizant included roles in System Integration, Testing, BPS, Information, Media and Entertainment, and Communications practices. Before joining Cognizant in 2003, Mr. Kandiah was a founder and the Chief Operating Officer of NerveWire, Inc. and the Global Vice President of the Interactive Solutions business of Cambridge Technology Partners. Mr. Kandiah completed his advanced level education at the Royal College in Sri Lanka.
(11)Venkat Krishnaswamy has been our Vice Chairman, Healthcare and Life Sciences since May 2017. From December 2013 to May 2017, he served as our President of Healthcare and Life Sciences. From February 2012 to December 2013, Mr. Krishnaswamy served as our Executive Vice President of Healthcare and Life Sciences. Mr. Krishnaswamy served as our Senior Vice President and General Manager of Healthcare and Life Sciences from 2007 to 2012 and in various other management positions since he joined Cognizant in 1997. Prior to joining Cognizant, Mr. Krishnaswamy spent over ten years in retail and commercial banking with Colonial State Bank (now Commonwealth Bank of Australia). Mr. Krishnaswamy has a Bachelor of Engineering degree from the University of Madras and a Master of Electrical Engineering degree from the Indian Institute of Technology, New Delhi.
(12)James LennoxBecky Schmitt has been our Executive Vice President, Chief People Officer since January 2016. Mr. Lennox previously served as our Senior Vice President, Chief People Officer from June 2013 to December 2016, and as Vice President, North America Human Resources ("HR") from July 2011 to June 2013. Previous roles he held at Cognizant included leading the Workforce Management team, Operations Director for our Banking and Insurance practices, leading regional HR teams, and serving as the Chief of Staff to the Company’s Chief Executive Officer.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 2004, Mr. Lennox held various managementhuman resources roles, culminating in operations,her role as HR resource management and recruitingManaging Director, North America Business from March 2014 through February 2016. Ms. Schmitt has served as a Board Member at Large for the North American regions of Cap Gemini and Ernst & Young. He started his career at Ernst & Young Consulting. Mr. LennoxGirl Scouts National Board since 2017. Ms. Schmitt has a Bachelor of Science degree in Business Administration from St. Thomas Aquinas College and an MBAArts degree from Fordham University.University of Michigan, Ann Arbor.
(13)Sean Middleton has been our Senior Vice President and President, Cognizant Accelerator since January 2017. He was previously Vice President and President, Cognizant Accelerator from July 2016 to January 2017. Mr. Middleton served as Chief Operating Officer of our Emerging Business Accelerator division from 2012 to July 2016 and as Chief of Staff to the Company's Chief Executive Officer from 2010 to 2013. Prior to joining Cognizant in 2010, Mr. Middleton worked at PricewaterhouseCoopers as a management consultant. Mr. Middleton has a Bachelor degree in Computer Science from Cornell University and an MBA degree from the Wharton School at the University of Pennsylvania.
(14)Allen Shaheen has been our Executive Vice President, North American Digital Hubs since January 2018. He has also served as a director of the Cognizant U.S. Foundation, a non-profit organization, since April 2018. From August 2015 to December 2017, Mr. Shaheen was Executive Vice President, Corporate Development. From December 2013 to August 2016, Mr. Shaheen was also responsible for various Cognizant practices, including our Enterprise Application Services Practice. Mr. Shaheen was the General Manager for our German business unit from February 2013 to December 2014 and our Markets Delivery Leader for Europe from May 2012 to December 2014. Mr. Shaheen's prior roles included being responsible for our IT Infrastructure Services, head of our Global Technology Office and head of our Systems Integration and Testing practices. Prior to joining Cognizant in 2006, Mr. Shaheen was a consultant for Cognizant from 2004 to 2006, a founder and Executive Vice President of International Operations of Cambridge Technology Partners and the Chief Executive Officer of ArsDigita Corporation. Mr. Shaheen has a Bachelor of Arts degree in Engineering and Applied Sciences from Harvard College.
(15)(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 sincefrom December 2013.2013 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.
(16)Robert Telesmanic has been our Senior Vice President, Controller and Chief Accounting Officer since January 2017, a Senior Vice President since 2010 and our Corporate Controller since 2004. Prior to that, he served as our Assistant Corporate Controller from 2003 to 2004. Prior to joining Cognizant, Mr. Telesmanic spent over 14 years with Deloitte & Touche LLP. Mr. Telesmanic has a Bachelor of Science degree from New York University and an MBA degree from Columbia University. 
(17)(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 RVR.V. College of Engineering in Bangalore, India and a Postgraduate Diploma in Business Management from the XLRI - Xavier School of Management, in India.
(18)(8)Srinivasan VeeraraghavacharyMalcolm Frank has been our Chief Operating Officer since August 2016. Prior to his current role, Mr. Veeraraghavachary served as our Executive Vice President Products and ResourcesPresident, Cognizant Digital Business since May 2019. Prior to that, he served as Executive Vice President, Strategy and Marketing at Cognizant from December 20132012 to November 2016May 2019 and as our Senior Vice President Productsof Strategy and ResourcesMarketing from 20112005 to December 2013. Previously,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 served in various senior management positions in our BFS practice and in our central U.S. operations.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. Veeraraghavachary joined Cognizant

in 1998. Mr. VeeraraghavacharyFrank 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. Hyttenrauch held positions with CSC and EDS. 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 Engineering from the National InstituteRoyal Military College of Technology (formerly the Regional Engineering College) in Trichy, IndiaCanada and an MBA degreein International Management from the Indian InstituteUniversity of Management in Calcutta, India.Ottawa.

(11)Pradeep 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.
None of our executive officers is related to any other executive officer or to any of our Directors. Our executive officers are appointed annually by the Board of Directors and generally serve until their successors are duly appointed and qualified.
Corporate History
We began our IT development and maintenance services business in early 1994 as an in-house technology development center for The Dun & Bradstreet Corporation and its operating units. In 1996, we were spun-off from The Dun & Bradstreet Corporation and, in 1998, we completed an initial public offering to become a public company.
Available Information
We make available the following public filings with the Securities and Exchange Commission ("SEC")SEC free of charge through our website at www.cognizant.com as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC:
our Annual Reports on Form 10-K and any amendments thereto;
our Quarterly Reports on Form 10-Q and any amendments thereto; and
our Current Reports on Form 8-K and any amendments thereto.
In addition, we make available our code of ethics entitled “Core Values and Code of Ethics” free of charge through our website. We intend to post on our website all disclosures that are required by law or Nasdaq Stock Market listing standards concerning any amendments to, or waivers from, any provision of our code of ethics.
No information on our website is incorporated by reference into this Form 10-K or any other public filing made by us with the SEC.




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.
Our results of operations could be adversely affected by economic and political conditions globally and in particular in the markets in which our customersclients and operations are concentrated.
Global macroeconomic conditions have a significant effect on our business as well as the businesses of our customers.clients. Volatile, negative or uncertain economic conditions could cause our customersclients to reduce, postpone or cancel spending on projects with us and could make it more difficult for us to accurately forecast customerclient demand and have available the right resources to profitably address such customerclient demand. The short-term nature of contracts in our industry means that actions by customersclients may occur quickly and with little warning, which may cause us to incur extra costs where we have employed more professionals than customerclient demand supports.
Our business is particularly susceptible to economic and political conditions in the markets where our customersclients or operations are concentrated. Our revenues are highly dependent on customersclients located in the United States and Europe, and any adverse economic, political or legal uncertainties or adverse developments, including due to the anticipated exituncertainty related to the potential economic and regulatory impacts of the United KingdomKingdom's exit from the European Union, as a result of the 2016 United Kingdom referendum to exit the European Union (the "Brexit Referendum") may cause customersclients in these geographies to reduce their spending and materially adversely impact our business. Many of our customersclients are in the financial services and healthcare industries, so any decrease in growth or significant consolidation in these industries or regulatory policies that restrict these industries may reduce demand for our services. Economic and political developments in India, where a significant majority of our operations and technical professionals are located, or in other countries where we maintain delivery operations, may also have a significant impact on our business and costs of operations. As a developing country, India has experienced and may continue to experience high inflation and wage growth, fluctuations in gross domestic product growth and volatility in currency exchange rates, any of which could materially adversely affect our cost of operations. Additionally, we benefit from governmental policies in India that encourage foreign investment and promote the ease of doing business, such as tax incentives, and any change in policy or circumstances that results in the elimination of such benefits or degradation of the rule of law, or imposition of new adverse restrictions or costs on our operations could have a material adverse effect on our business, results of operations and financial condition.
If we are unable to attract, train and retain skilled professionals, including highly skilled technical personnel to satisfy customerclient demand and 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, including project managers, IT engineers and senior technical personnel, in balance with customerclient demand around the world and on our ability to attract and retain senior management with the knowledge and skills to lead our business globally. Each year, we must hire tens of thousands of new professionals and retrain,reskill, retain, and motivate our workforce of hundreds of thousands of professionals with diverse skills and expertise in order to serve customerclient demands across the globe, respond quickly to rapid and ongoing technological, industry and macroeconomic developments and grow and manage our business. We also must continue to maintain an effective senior leadership team.team that, among other things, is effective in executing on our strategic goals and growing our digital business. The loss of senior executives, or the failure to attract, integrate and retain new senior executives as the needs of our business require, could have a material adverse effect on our business and results of operations.
Competition for skilled labor is intense and, in some jurisdictions in which we operate, there are more jobs for IT professionals than qualified persons to fill these jobs. Our business has experienced significant employee attrition, which may cause us to incur increased costs to hire new professionals with the desired skills. Costs associated with recruiting and training professionals are significant. If we are unable to hire or deploy professionals with the needed skillsets or if we are unable to adequately equip our professionals with the skills needed, this could materially adversely affect our business. Additionally, if we are unable to maintain an employee environment that is competitive and contemporary, it could have an adverse effect on engagement and retention, which may materially adversely affect our business.


We face challenges related to growing our business organically as well as inorganically through acquisitions, and we may not be able to achieve our targeted growth rates.
Achievement of our targeted growth rates requires continued significant organic growth of our business as well as inorganic growth through acquisitions. To achieve such growth, we must, among other things, continue to significantly expand our global operations, increase our product and service offerings, in particular with respect to digital, and scale our infrastructure to support such business growth. Continued business growth increases the complexity of our business and places significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions, which we will have to continue to develop and improve to sustain such growth. We must continually recruit and train new personnel and retain and reskill, as necessary, existing sales, technical, finance, marketing and management personnel with the knowledge, skills and experience that our business model requires and effectively manage our personnel worldwide to support our culture, values, strategies and goals. Additionally, we expect to continue pursuing strategic and targeted acquisitions, investments and joint ventures to enhance our offerings of services and solutions or to enable us to expand in certain geographic and other markets. We may not be successful in identifying suitable opportunities, completing targeted transactions or achieving the desired results, and such opportunities may divert our management's time and focus away from our core business. We may face challenges in effectively integrating acquired businesses into our ongoing operations and in assimilating and retaining employees of those businesses into our culture and organizational structure. If we are unable to manage our growth effectively, complete acquisitions of the number, magnitude and nature we have targeted, or successfully integrate any acquired businesses into our operations, we may not be able to achieve our targeted growth rates or improve our market share, profitability or competitive position generally or in specific markets or services.
We may not be able to achieve our profitability and capital return goals.
Our goals for profitability and capital return rely upon a number of assumptions, including our ability to improve the efficiency of our operations and make successful investments to grow and further develop our business. Our profitability depends on the efficiency with which we run our operations and the cost of our operations, especially the compensation and benefits costs of the professionals we employ. We have incurred, and expect to 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 professionals if increased regulation, policy changes or administrative burdens of immigration, work visas or outsourcing prevents us from deploying our professionals globally on a timely basis, or at all, to fulfill the needs of our customers. Wageclients. Increases in wages and other cost pressurescosts may put pressure on our profitability. Fluctuations in foreign currency exchange rates can also have adverse effects on our revenues, income from operations and net income when items originally denominated in other currencies are translated or remeasured into U.S. dollars for presentation of our consolidated financial statements. We have entered into foreign exchange forward contracts intended to partially offset the impact of the movement of the exchange rates on future operating costs and to mitigate foreign currency risk on foreign currency denominated net monetary assets. However, the hedging strategies that we have implemented, or may in the future implement, to mitigate foreign currency exchange rate risks may not reduce or completely offset our exposure to foreign exchange rate fluctuations and may expose our business to unexpected market, operational and counterparty credit risks. We are particularly susceptible to wage and cost pressures in India and the exchange rate of the Indian rupee relative to the currencies of our customerclient contracts due to the fact that the substantial majority of our employees are in India while our contracts with customersclients are typically in the local currency of the country where our customersclients are located. If we are unable to improve the efficiency of our operations, our operating margin may decline and our business, results of operations and financial condition may be materially adversely affected. Failure to achieve our profitability goals could adversely affect our business, financial condition and results of operations.
With respect to capital return, our ability and decisions to pay dividends and repurchase shares consistent with our announced goals or at all depend on a variety of factors, including 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 measures 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. CustomersThe 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 damage claims for serious or repeated failure to meet these service commitments. Some of our contracts provide that a portion of our compensation depends on performance measures such as cost-savings, revenue enhancement, benefits produced, business goals attained and adherence to schedule. These goals can be complex and may depend on our customers’clients’ actual levels of business activity or may be based on assumptions that are later determined not to be achievable or accurate. As such, these provisions may increase the variability in revenues and margins earned on those contracts.

We face intense and evolving competition and significant technological advances that our service offerings must keep pace with in the rapidly changing markets we compete in.
The markets we serve and operate in are highly competitive, subject to rapid change and characterized by a large number of participants, as described in “Part I, Item 1. Business-Competition.” In addition to large, global competitors, we face competition 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 customers,clients, or be able to provide services and solutions at lower costs or on terms more attractive to customersclients 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 customersclients 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 customersclients of multiple professional service providers means that we are required to be continually competitive on the quality, scope and pricing of our offerings or face a reduction or elimination of our business.
Our success depends on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology to serve the evolving needs of our customers.clients. Examples of areas of significant change include digital-, cloud- and security-related offerings, which are continually evolving, as well as developments in areas such as AI, augmented reality, automation, blockchain, IoT, quantum computing and as-a-service solutions. If we do not sufficiently invest in new technologies, successfully adapt to industry developments and changing demand, and evolve and expand our business at sufficient speed and scale to keep pace with the demands of the markets we serve, we may be unable to develop and maintain a competitive advantage and execute on our growth strategy, which would materially adversely affect our business, results of operations and financial condition.
Our relationships with our third party alliance partners, who supply us with necessary components to the services and solutions we offer our customers,clients, are also critical to our ability to provide many of our services and solutions that address customerclient demands. There can be no assurance that we will be able to maintain such relationships. Among other things, such alliance partners may in the future decide to compete with us, form exclusive or more favorable arrangements with our competitors or otherwise reduce our access to their products impairing our ability to provide the services and solutions demanded by customers.clients.
We face legal, reputational and financial risks if we fail to protect customerclient and/or Cognizant data from security breaches 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 customers)clients) and to communicate among our locations around the world and with our customers,clients, suppliers and partners. Security breaches, employee malfeasance, or human or technological error could lead to shutdowns or disruptions of our operations and potential unauthorized disclosure of our or our customers’clients’ sensitive data, which in turn could jeopardize projects that are critical to our operations or the operations of our customers’clients’ businesses. Like other global companies, we and the businesses we interact with have experienced threats to data and systems, including by perpetrators of random or targeted malicious cyberattacks, computer viruses, malware, worms, bot attacks or other destructive or disruptive software and attempts to misappropriate customerclient information and cause system failures and disruptions.
A security compromise of our information systems or of those of businesses with whom we interact that results in confidential information being accessed by unauthorized or improper persons could harm our reputation and expose us to regulatory actions, customerclient attrition, remediation expenses, disruption of our business, and claims brought by our customersclients or others for breaching contractual confidentiality and security provisions or data protection laws. Monetary damages imposed on us could be significant and not covered by our liability insurance. Techniques used by bad actors to obtain unauthorized access, disable or degrade service, or sabotage systems 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 we experience a data security breach, our reputation could be damaged and we could be subject to additional litigation, regulatory risks and business losses.
We are required to comply with increasingly complex and changing data security and privacy regulations in the United States, the United Kingdom, the European Union and in other jurisdictions in which we operate that regulate the collection, use and transfer of personal data, including the transfer of personal data between or among countries. In the United States, forFor example, the Health Insurance Portability and Accountability Act imposes extensive privacy and security requirements governing the transmission, use and disclosureEuropean Union’s

General Data Protection Regulation which became effective in May 2018, imposes newhas imposed stringent compliance obligations regarding the handling of personal data and has significantly increasedresulted in the issuance of significant financial penalties for noncompliance. Additionally,In the Digital Information SecurityUnited States, there have been proposals for federal privacy legislation and many new state privacy laws are on the horizon. Recently enacted legislation, such as the California Consumer Privacy Act, impose extensive privacy requirements on organizations governing personal information. Existing US sectoral laws such as the Health Insurance Portability and Accountability Act also impose extensive privacy and security requirements on organizations operating in Healthcare Act is under considerationthe healthcare industry, which Cognizant serves. Additionally, in India, which proposed legislation includes significant penalties related to disclosurethe Personal Data Protection Bill, 2018 was recently cleared for introduction in the current session of healthcarethe Indian Parliament. If enacted in its current form it would impose stringent obligations on the handling of personal data, including certain localization requirements for sensitive data. Other countries have enacted or are considering enacting data localization laws that require certain data to stay within their borders. We may also face audits or investigations by one or more domestic or foreign government agencies or our customersclients 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.
If our business continuity and disaster recovery plans are not effective and our global delivery capability is 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, which includes coordination between our main operating offices in India, our other global and regional delivery centers, the offices of our customersclients and our associates worldwide. System failures, outages and operational disruptions may be caused by factors outside of our control such as hostilities, political unrest, terrorist attacks, natural disasters, or pandemics and public health emergencies, such as the coronavirus, affecting the geographies where our operations and transmission equipment is located. Our business continuity and disaster recovery plans may not be effective at preventing or mitigating the effects of such disruptions, particularly in the case of a catastrophic event. Any such disruption may result in lost revenues, a loss of customersclients and reputational damage, which would have an adverse effect on our business, results of operations and financial condition.
A substantial portion of our employees in the United States, United Kingdom, European Union and other jurisdictions rely on visas to work in those areas such that any restrictions on such visas or immigration more generally or increased costs of obtaining such visas may affect our ability to compete for and provide services to customersclients in these jurisdictions, which could materially adversely affect our business, results of operations and financial condition.
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.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 made it more difficult to obtainresulted in, and various proposed changes may result in, increased difficulty in obtaining timely visas that impact our ability to staff projects, including as a result of visa application rejects and delays in processing applications, and significantly increased the costs offor us in obtaining visas. The governments of these countries may also tighten adjudication standards for labor market tests. For example, in the United States, the current administration has implemented 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 issued executive orders designed to limit immigration. Recently, thereIn addition, the administration has been an increaseproposed for implementation in 2020 a policy change applicable to entities where more than 50% of the workers in the numberUnited States hold certain types of visas that, if implemented, would significantly increase the visa application rejections and delays in processingcosts for such applications. This has affected and may continue to affect our ability to timely obtain visas and staff projects. Additionally,entities. In the EU, many countries in the European Union ("EU") 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 impacts on mobility programs and have led to new notification and documentation requirements for companies sending professionals 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 customers,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 customersclients and materially adversely affect our business, results of operations and financial condition.
The practice of outsourcing services to organizations operating in other countries is a topic of political discussion in the United States, which is our largest market, as well as other regions in which we have customers.clients. For example, measures aimed at limiting or restricting outsourcing by U.S. companies have been put forward for consideration by the U.S. Congress and in state

legislatures to address concerns over the perceived association between offshore outsourcing and the loss of jobs domestically. If any such measure is enacted, our ability to provide services to our customersclients could be impaired.
In addition, from time to time there has been publicity about purported negative experiences associated with offshore outsourcing, such as alleged domestic job loss and theft and misappropriation of sensitive customerclient data, particularly involving service providers in India. Current or prospective customersclients may elect to perform certain services themselves or may be discouraged from utilizing global service delivery providers like us due to negative perceptions that may be associated with using global service delivery models or firms. Any slowdown or reversal of existing industry trends toward global service delivery would seriously harm our ability to compete effectively with competitors that provide the majority of their services from within the country in which our customersclients operate.
We are subject to numerous and evolving legal and regulatory requirements and client expectations in the many jurisdictions in which we operate, and violations of, or unfavorable changes in or an inability to meet such requirements or expectations could harm our business.
We provide services to customersclients and have operations in many parts of the world and in a wide variety of different industries, subjecting us to numerous, and sometimes conflicting, laws and regulations on matters as diverse as import and export controls,

temporary work authorizations or work permits, content requirements, trade restrictions, tariffs, taxation, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act ("FCPA")FCPA and the U.K. Bribery Act), government affairs, internal and disclosure control obligations, data privacy, intellectual property and labor relations. We are subject to a wide range of potential enforcement actions, audits or investigations regarding our compliance with these laws or regulations in the conduct of our business, and any finding of a violation could subject us to a wide range of civil or criminal penalties, including fines, debarment, or suspension or disqualification from government contracting, prohibitions or restrictions on doing business, loss of customersclients and business, legal claims by customersclients and damage to our reputation.
We face significant regulatory compliance costs and risks as a result of the size and breadth of our business. For example, we commit significant financial and managerial resources to comply with our internal control over financial reporting requirements, but we have in the past and may in the future identify material weaknesses or deficiencies in our internal control over financial reporting that causes us to incur incremental remediation costs in order to maintain adequate controls. As another example, we had to spend significant resources on conducting an internal investigation and cooperating with investigations by the U.S. Department of Justice ("DOJ")DOJ and the SEC, each of which is now concluded, 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 bodies and many customers and businesses are increasingly focused on environmental and social issues, which has resulted and may in the future continue to result in the adoption of new laws and regulations and changing buying practices.  If we fail to keep pace with these developments, our reputation and business could be adversely impacted.
Changes in tax laws or in their interpretation or enforcement, failure by us to adapt our corporate structure and intercompany arrangements to achieve global tax efficiencies or adverse outcomes of tax audits, investigations or proceedings could have a material adverse effect on our effective tax rate, results of operations and financial condition.
The interpretation of tax laws and regulations in the many jurisdictions in which we operate and the related tax accounting principles are complex and require considerable judgment to determine our income taxes and other tax liabilities worldwide. Tax laws and regulations affecting us and our customers,clients, including applicable tax rates, and the interpretation and enforcement of such laws and regulations are subject to change as a result of economic, political and other factors, and any such changes or changes in tax accounting principles could increase our effective worldwide income tax rate and have a material adverse effect on our net earnings and financial condition. We routinely review and update our corporate structure and intercompany arrangements, including transfer pricing policies, consistent with applicable laws and regulations, to align with our evolving business operations and provide global tax efficiencies across the numerous jurisdictions, such as the United States, India and the United Kingdom, in which we operate.  Failure to successfully adapt our corporate structure and intercompany arrangements to align with our evolving business operations and achieve global tax efficiencies may increase our worldwide effective tax rate and have a material adverse effect on our earnings and financial condition. For example, the Tax Cuts and Jobs Reform Act ("
The following are several examples of changes in tax laws that may impact us:
The Tax Reform Act")Act was enacted in December 2017 and made a number of significant changes to the corporate tax regime in the United States. Among other things,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 Reform Act introduced two new minimum taxes: the “base erosion anti-abuse tax” which requires U.S. corporationsLaw effective retroactively to make an alternative determination of taxable income without regardApril 1, 2019 that enables Indian companies to tax deductions for certain payments to non-U.S. affiliates, and a tax on certain earnings of non-U.S. subsidiaries consideredelect to be “global intangible low taxed income”at a lower income tax rate of 25.17% as compared to the current rate

of 34.94%. In addition,Once a company elects into the Organizationlower 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 Economic Co-operationincome taxes and Development recently publishedeffective 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 action plansproject 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 and implementedby many of the countries in various forms by countries wherewhich we do business.  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 as a result of these recent developments, changes in interpretations and assumptions made, and additional guidance that may be issued and the successful implementation of ongoing and future actions the Company has or may take with respect to our corporate structure and intercompany arrangements.


Additionally, we are subject from time to time to tax audits, investigations and proceedings. Tax authorities have disagreed, and may in the future disagree, with our judgments, and are taking increasingly aggressive positions, including with respect to our intercompany transactions. For example, we are currently involved in an ongoing dispute with the Indian Income Tax Department ("ITD")ITD in which the ITD asserts that we owe additional taxes for two transactions by which our principal operating subsidiary inCTS India ("CTS India") repurchased shares from its shareholders, as more fully described in Note 11 to the consolidated financial statements. Adverse outcomes in any such audits, investigations or proceedings could increase our tax exposure and cause us to incur increased expense, which could materially adversely affect our results of operations and financial condition.
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 caps on amounts recoverable.

Our customerclient 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 customers.clients. For example, third parties could claim that we or our customers,clients, whom we typically contractually agree to indemnify with respect to the services and solutions we provide, infringe upon their intellectual property rights. Any such claims of intellectual property 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 property 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, customers,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, including as a result ofearnings. Factors that may lead us to change our intent, include, but are not limited to, changes in cash estimates, capital requirements in other parts of our business that may necessitate such repatriation. As of December 31, 2018, the amount of unrepatriated Indian earnings was estimated at approximately $4,679 million. If all of our accumulated unrepatriated Indian earnings were to be repatriated, based on our current interpretationoutside of India, tax law, we estimate that we would incur an additional income tax expense of approximately $980 million. This estimate is subjectdiscretionary transactions, changes to change based onour shareholder capital return plan and legislative developments in India and other jurisdictionsjurisdictions. For example, the Budget, as well as judicialpresented 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 interpretive developmentswill finalize our assessment once the Budget proposals are passed into law by the Parliament of applicable tax laws.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.
Item 2. Properties
We have major sales and marketing offices, innovation labs, and digital design and consulting centers in major business markets, including New York, London, Paris, Melbourne, Singapore, and Sao Paulo, among others, which are used to deliver services to our customersclients across all four of our business segments. We lease 0.1 million square feet of office space for our worldwide headquarters in Teaneck, NJ.New Jersey in the United States. In total, we have offices and operations in more than 7479 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 2627 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); Bangalore (2Hyderabad (3 million square feet); and HyderabadBangalore (2 million square feet). Our India delivery centers represent more than two-thirdsapproximately 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.


PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Class A common stock trades on the Nasdaq Global Select Market ("Nasdaq") under the symbol “CTSH”. As of December 31, 2018,2019, the approximate number of holders of record of our Class A common stock was 125119 and the approximate number of beneficial holders of our Class A common stock was 376,500.302,700.
Cash Dividends
During 2018,2019, we paid a quarterly cash dividenddividends of $0.20 per share. Beginning in 2019,In February 2020, our new capital return plan anticipates the deploymentBoard of approximately 50% ofDirectors approved a 10% or $0.02 increase to our global freequarterly cash flow1 for dividends and the Company's declaration of a $0.22 per share repurchasesdividend with a record date of February 18, 2020 and approximately 25%a payment date of our global free cash flow1 for acquisitions, as needed. Accordingly, weFebruary 28, 2020. We intend to continue to pay quarterly cash dividends during 2019.2020 in accordance with our capital return plan. Our ability and decisions to pay future dividends 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

In November 2018, the Board of Directors approved an amendment to our stock repurchase program. Under ourOur stock repurchase program, as amended we are authorizedby our Board of Directors in February 2020, allows for the repurchase of up to repurchase $5.5$7.5 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 Securities Exchange Act of 1934, as amended, or in private transactions, including through accelerated stock repurchaseASR agreements entered into with financial institutions, in accordance with applicable federal securities laws through December 31, 2020.laws. 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, and will depend upon market conditions and other factors.
As ofDuring the three months ended December 31, 2018, the remaining available balance2019, we repurchased $150 million of our Class A common stock under the Board of Directors' authorizedour stock repurchase program was $2.5 billion.program. The following table sets out the stock repurchase activity under our stock repurchase program during the fourth quarter of 2018 was2019 and the approximate dollar value of shares that may yet be purchased under the program as follows:of December 31, 2019.
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)
 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, 2018 - October 31, 2018        
October 1, 2019 - October 31, 2019        
Open market purchases 1,649,171
 $71.56
 1,649,171
 $657
 2,481,713
 $60.44
 2,481,713
 $369
November 1, 2018 - November 30, 2018        
November 1, 2019 - November 30, 2019        
Open market purchases 1,175,683
 69.70
 1,175,683
 2,575
 
 
 
 369
December 1, 2018 - December 31, 2018        
December 1, 2019 - December 31, 2019        
Open market purchases 776,935
 64.34
 776,935
 2,525
 
 
 
 369
Total 3,601,789
 $69.39
 3,601,789
   2,481,713
 $60.44
 2,481,713
  
We regularly purchase shares in connection with our stock-based compensation plans as shares of our Class A common stock are tendered by employees for payment of applicable statutory tax withholdings. For the three months ended December 31, 2018,2019, we purchased 234,127192,182 shares at an aggregate cost of $17$13 million in connection with employee tax withholding obligations.
For information on all




Table of our share repurchases for the three years ended December 31, 2018 and further discussion of our share repurchase activity, see Note 14Contents to our consolidated financial statements.



______________
1
Free cash flow is not a measurement of financial performance prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). See “Non-GAAP Financial Measures” in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for more information.


Performance Graph
The following graph compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index, Nasdaq-100 Index and a Peer Group Index (capitalization weighted) for the period beginning December 31, 20132014 and ending on the last day of our last completed fiscal year. The stock performance shown on the graph below is not indicative of future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN(1)(2) 
Among Cognizant, the S&P 500 Index, the Nasdaq-100 Index
And a Peer Group Index(3) (Capitalization Weighted)
performancechart.jpgfiveyearchart.jpg
Company / Index 
Base
Period
12/31/13
 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 
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
 $104.30
 $118.88
 $110.97
 $141.57
 $127.87
 $100
 $113.98
 $106.40
 $135.74
 $122.62
 $121.31
S&P 500 Index 100
 113.69
 115.26
 129.05
 157.22
 150.33
 100
 101.38
 113.51
 138.29
 132.23
 173.86
Nasdaq-100 100
 117.94
 127.88
 135.40
 178.07
 176.22
Nasdaq-100 Index 100
 108.43
 114.81
 150.99
 149.42
 206.15
Peer Group 100
 107.07
 123.24
 126.80
 161.82
 153.76
 100
 117.45
 122.99
 155.96
 150.97
 198.40
 
(1)Graph assumes $100 invested on December 31, 20132014 in our Class A common stock, the S&P 500 Index, the Nasdaq-100 Index, and the Peer Group Index (capitalization weighted).
(2)Cumulative total return assumes reinvestment of dividends.
(3)We have constructed a Peer Group Index of other information technology consulting firms. Our peer group consists of Accenture plc., DXC Technology, EPAM Systems Inc., ExlService Holdings Inc., Genpact Limited, Infosys Ltd., Wipro Ltd. and WNS (Holdings) Limited. In 2018, we elected to change the composition of our peer group. We removed Syntel Inc., as it is no longer a publicly traded company, and added EPAM Systems, Inc. as they are a peer information technology services firm. The total return for the former peer group is not presented separately as it is not materially different from the new peer group information.

Table of Contents

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, 20182019 and 20172018 and for each of the years ended December 31, 2019, 2018 2017 and 20162017 have been derived from the audited consolidated financial statements included elsewhere herein. Our selected consolidated financial data set forth below as of December 31, 2017, 2016 2015 and 20142015 and for each of the years ended December 31, 20152016 and 20142015 are derived from our consolidated financial statements not included elsewhere herein. Our selected consolidated financial information for 2018, 20172019 and 20162018 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.
 
2018(1)
 2017 2016 2015 2014 
2019(1)
 
2018(1)
 2017 2016 2015
 (in millions, except per share data) (in millions, except per share data)
For the year ended December 31:                    
Revenues $16,125
 $14,810
 $13,487
 $12,416
 $10,263
 $16,783
 $16,125
 $14,810
 $13,487
 $12,416
Income from operations 2,801
 2,481
 2,289
 2,142
 1,885
 2,453
 2,801
 2,481
 2,289
 2,142
Net income(2)
 2,101
 1,504
 1,553
 1,624
 1,439
 1,842
 2,101
 1,504
 1,553
 1,624
                    
Basic earnings per share(2)
 $3.61
 $2.54
 $2.56
 $2.67
 $2.37
 $3.30
 $3.61
 $2.54
 $2.56
 $2.67
Diluted earnings per share(2)
 $3.60
 $2.53
 $2.55
 $2.65
 $2.35
 $3.29
 $3.60
 $2.53
 $2.55
 $2.65
Cash dividends declared per common share $0.80
 $0.45
 $
 $
 $
 $0.80
 $0.80
 $0.45
 $
 $
Weighted average number of common shares outstanding-Basic 582
 593
 607
 609
 608
 559
 582
 593
 607
 609
Weighted average number of common shares outstanding-Diluted 584
 595
 610
 613
 613
 560
 584
 595
 610
 613
                    
As of December 31:                    
Cash, cash equivalents and short-term investments(3)
 $4,511
 $5,056
 $5,169
 $4,949
 $3,775
 $3,424
 $4,511
 $5,056
 $5,169
 $4,949
Working capital(3)(4)
 5,900
 6,272
 6,182
 5,195
 3,829
 4,628
 5,900
 6,272
 6,182
 5,195
Total assets(3)(5)
 15,913
 15,221
 14,262
 13,061
 11,473
 16,204
 15,846
 15,221
 14,262
 13,061
Total debt 745
 873
 878
 1,283
 1,632
 738
 745
 873
 878
 1,283
Stockholders’ equity 11,424
 10,669
 10,728
 9,278
 7,740
 11,022
 11,424
 10,669
 10,728
 9,278
______________________
(1)
On January 1, 2018, we adopted Accounting Standards Codification ("ASC") Topic 606, “Revenue from Contracts with Customers” ("the New Revenue Standard")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 historichistorical accounting policies. During 2018, the adoption of the New Revenue Standard had a positive impact on revenue of $96 million, income from operations of $134 million and diluted earnings per share of $0.19 per share. See Note 3 to our consolidated financial statements for additional information.
(2)In March 2016, the Financial Accounting Standards Board ("FASB")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 of $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, 2018.2019 and 2018, respectively. See Note 11 in 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.



Table of Contents


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, operating and technology models for the digital era. Our industry-based, consultative approach helps customers envision, build and run more innovative and efficient businesses. Our services include digital services and solutions, consulting, application development, systems integration, application testing, application maintenance, infrastructure services and business process services. Digital services are becominghave become an increasingly important part of our portfolio, of services and solutions and are often integrated or delivered alongaligning with our other services.clients' focus on becoming data-enabled, customer-centric and differentiated businesses. We tailor our services and solutions to specific industries and usewith an integrated global delivery model that employs customerclient service and delivery teams based at customer locations and delivery teams located at customerclient locations and dedicated global and regional delivery centers.


In 2018,2019, we executedinitiated the execution of a multi-year plan aimed at accelerating revenue growth. As 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 are aligning our strategic posture with our clients' needs to become more 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 growour 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.
Table of Contents

2019 Financial Results
The following table sets forth a summary of our financial results for the years ended December 31, 2019 and 2018:
      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)
During the year ended December 31, 2019, revenues increased by $658 million as compared to the year ended December 31, 2018, representing growth of 4.1%, or 5.2% on a constant currency basis1. Revenues from clients added during 2019, including those related to acquisitions, were $234 million.
The following charts set forth revenues and expand operating margins while completing our previously announced capital return plan. Revenuesrevenue growth by business segment and geography for the year ended December 31, 20182019:
  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 $16,125Samlink 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.



1
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.
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 from $14,810of 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 Margin2 decreased to 14.6% and 16.6%, respectively, for the year ended December 31, 2017, representing growth of 8.9%2019 from 17.4% and 18.1%, or 8.5% on a constant currency basis1. Going forward, we expect to continue to invest in our digital capabilities, 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. We expect these investments to contribute significantly to our organic revenue growth. Additionally, we plan to supplement our organic growth through select strategic acquisitions, joint ventures, investments and alliances that can expand our digital capabilities, geographic footprint or industry capabilities. In 2018, we completed five acquisitions: Bolder Healthcare Solutions ("Bolder"), a provider of revenue cycle management solutions to the healthcare industry in the United States; Hedera Consulting, a business advisory and data analytics service provider in Belgium and the Netherlands; 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 platformsrespectively for customers 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; and SaaSfocus, a Salesforce services provider in Australia.
We are focused on driving margin enhancement while continuing to invest in our business. In 2018, our operating margin increased to 17.4% as compared to 16.8% in 2017, as we continued to target higher margin digital services customer contracts and improve our cost structure through our realignment program and other margin enhancement initiatives, primarily by optimizing our resource pyramid, improving utilization and containing our corporate spend.
As part of our capital return plan, we returned $3.7 billion to our stockholders through share repurchases and dividend payments over the two years ended December 31, 2018, exceeding our previously announced target of $3.4 billion as shown below.
 2017 Capital Return Plan
 2018 2017 Total
 (in millions)
Dividends paid(1)
$468
 $265
 $733
Share repurchases under our Board authorized stock repurchase plan1,175
 1,800
 2,975
Total$1,643
 $2,065
 $3,708
_________________
(1)In 2018, we paid quarterly dividends of $0.20 per share. In 2017, we paid quarterly dividends of $0.15 per share for the quarters ended June 30, September 30 and December 31, 2017.
Beginning in 2019, our new capital return plan anticipates the deployment of approximately 50% of our global free cash flow1 for dividends and share repurchases and approximately 25% of our global free cash flow1 for acquisitions, as needed. For the year ended December 31, 2018,2018. The decreases in our cash flows from operating activitiesmargin and Adjusted Operating Margin2 were $2,592 milliondue 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 benefit of lower incentive-based compensation accrual rates. Our 2019 GAAP operating margin was additionally negatively impacted by the incremental accrual related to the India Defined Contribution Obligation as described in Note 15 and higher restructuring charges while our global free cash flow12018 GAAP operating margin was $2,215 million.negatively impacted by the initial funding of the Cognizant U.S. Foundation.

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
______________
We accrued $117 million in 2019 related to the India Defined Contribution Obligation as described in Note 15 to 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.
We are involved in an ongoing dispute with the ITD described in Note 11 to our consolidated financial statements. The dispute with the ITD is currently pending and no final decision has been reached.

12 
Constant currency revenue growth and free cash flow areAdjusted Operating Margin is not measurementsa measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measures, as applicable.measure.

In 2018, we announced a plan to modify our non-GAAP financial measures. Our historical non-GAAP financial measures, non-GAAP operating margin2, non-GAAP income from operations2 and non-GAAP diluted earnings per share2 ("non-GAAP diluted EPS")2, excluded stock-based compensation expense, acquisition-related charges and unusual items, and our non-GAAP diluted EPS2 additionally excluded net non-operating foreign currency exchange gains or losses and the tax impactsTable of all applicable adjustments. Our new non-GAAP financial measures, Adjusted Operating Margin2, Adjusted Income From Operations2 and Adjusted Diluted Earnings Per Share2 ("Adjusted Diluted EPS")2,exclude only unusual items and Adjusted Diluted EPS2 additionally excludes net non-operating foreign currency exchange gains or losses and the tax impact of all applicable adjustments. We are also introducing two new non-GAAP financial measures, free cash flow2 and constant currency revenue growth2. Free cash flow2 is defined as cash flow from operating activities net of purchases of property and equipment. Constant currency revenue growth2 is defined as revenues for a given period restated at the comparative period’s foreign currency exchange rates measured against the comparative period's reported revenues. See “Non-GAAP Financial Measures” for more information.
2018 Financial Results
The following table sets forth a summary of our financial results for the years ended December 31, 2018 and 2017:
Contents
      Increase
  
2018(1)
 2017 $ %
  (Dollars in millions, except per share data)
Revenues $16,125
 $14,810
 $1,315
 8.9
Income from operations 2,801
 2,481
 320
 12.9
Net income 2,101
 1,504
 597
 39.7
Diluted earnings per share 3.60
 2.53
 1.07
 42.3
Other Financial Information2
        
Non-GAAP income from operations $3,345
 $2,912
 $433
 14.9
Adjusted Income From Operations 2,920
 2,553
 367
 14.4
Non-GAAP diluted EPS 4.57
 3.77
 0.80
 21.2
Adjusted Diluted EPS 4.02
 3.42
 0.60
 17.5

_____________
(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 historic accounting policies. During 2018, the adoption of the New Revenue Standard had a positive impact on revenue of $96 million, income from operations of $134 million and diluted earnings per share of $0.19 per share. See Note 3 to our consolidated financial statements for additional information.
The following charts set forth revenues and revenue growth by business segment and geography for the years ended December 31, 2017 and 2018:
revenuechartfy18.jpg
______________
2
Non-GAAP income from operations, Adjusted Income From Operations, non-GAAP operating margin, Adjusted Operating Margin, non-GAAP diluted EPS, Adjusted Diluted EPS, free cash flow 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.

The following factors impacted our revenue growth during the year ended December 31, 2018 as compared to the year ended December 31, 2017:
Solid performance in our Communications, Media and Technology, Products and Resources and Healthcare segments;
Revenues in our Financial Services segment grew below Company average as certain banking customers continue to optimize the cost of supporting their legacy systems and operations, including moving a portion of their services to captives, as they shift their spend to transformation and digital services;
Sustained strength in the North American market;
Revenues from our customers in Europe grew 18.3%, or 15.2% on a constant currency3 basis;
Revenues from our Rest of Europe customers increased 25.2%, or 22.2% on a constant currency basis3;
Revenues from our United Kingdom customers increased 10.8%, or 7.6% on a constant currency basis3. Revenue growth in the United Kingdom continues to be negatively affected by weakness in the banking sector in that region;
Revenues from our customers in our Rest of World region grew 3.4%, or 6.1% on a constant currency basis3;
Increased customer spending on discretionary projects;
Expansion of our service offerings, including consulting and digital services, next-generation IT solutions and platform-based solutions;
Continued expansion of the market for global delivery of technology and business process services; and
Increased penetration of existing customers.
The following chart sets forth our GAAP operating margin, Adjusted Operating Margin3 andnon-GAAP operating margin3 for the years ended December 31, 2017 and 2018:
operatingmargin.jpg
The increases in our GAAP operating margin, Adjusted Operating Margin3 and non-GAAP operating margin3 were attributable to our margin enhancement initiatives, which targeted the optimization of our resource pyramid, improvement of utilization and the containment of our corporate spend, as well as the depreciation of the Indian Rupee against the U.S. dollar, net of lower gains on settlement of our cash flow hedges in 2018 compared to 2017. Our GAAP operating margin was negatively impacted by the initial funding of the Cognizant U.S. Foundation. Our GAAP operating margin and our Adjusted Operating Margin were both negatively impacted by the increase in amortization expense due to recent acquisitions.2020 Business Outlook
In 2017, the United States enacted the Tax Cuts and Jobs Act ("Tax Reform Act") which significantly revised the U.S. corporate income tax law for tax years beginning after December 31, 2017. As a result of this enactment, in 2017, we recorded a one-time provisional net income tax expense of $617 million. During 2018, we recognized a $5 million reduction to the provision for income taxes as we finalized our calculation of this one-time net income tax expense, bringing the one-time cost to $612 million. Our effective income tax rate for 2018 was 25.0% as compared to 43.4% in 2017. The decrease in our effective tax rate in 2018 was primarily driven by the one-time net income tax expense of $617 million that was recorded in 2017 as a result of the enactment of the Tax Reform Act and the reduction of the U.S. federal statutory corporate income tax rate in 2018 from 35% to 21%.


_____________
3
Constant currency revenue growth, non-GAAP operating margin and Adjusted Operating Margin 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.

Other Matters
We are involved in an ongoing dispute with the Indian Income Tax Department ("ITD") in connection with which we received a notice in March 2018 asserting that the ITD is owed additional taxes on our previously disclosed 2016 India Cash Remittance, which was the transaction undertaken by our principal operating subsidiary in India ("CTS India") to repurchase shares from its shareholders, which are non-Indian Cognizant entities, valued at $2.8 billion. As a result of that transaction, undertaken pursuant to a plan approved by the Madras High Court in Chennai, India, we previously paid $135 million in Indian income taxes, which we believe are all the applicable taxes owed for this transaction under Indian law. The ITD is asserting that we owe an additional 33 billion Indian rupees ($475 million at the December 31, 2018 exchange rate) related to the 2016 India Cash Remittance. In addition to the dispute on the 2016 India Cash Remittance, we are 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"), for which we also believe we have paid all applicable taxes owed. Accordingly, we have not recorded any reserves for these matters as of December 31, 2018. The ITD Dispute is currently pending before the Madras High Court, and no final decision has been reached. While we believe that we have paid all applicable taxes related to the transactions underlying the ITD Dispute, if it is ultimately determined that we are liable for the full amount of additional taxes the ITD alleges we owe, there could be a material adverse effect on our results of operations, cash flows and financial condition.
In March 2018, the ITD placed an attachment on certain of our India bank accounts, relating to the 2016 India Cash Remittance. In April 2018, the Madras High Court granted our application for a stay of the actions of the ITD and lifted the ITD’s attachment of our bank accounts. As part of the interim stay order, we have deposited 5 billion Indian rupees ($71 million at the December 31, 2018 exchange rate), representing 15% of the disputed tax amount related to the 2016 India Cash Remittance, with the ITD. This amount is presented in "Other current assets" on our consolidated statement of financial position. In addition, the court has placed a lien on certain time deposits of CTS India in the amount of 28 billion Indian rupees ($404 million at the December 31, 2018 exchange rate), which is the remainder of the disputed tax amount related to the 2016 India Cash Remittance. The affected time deposits are considered restricted assets and we have reported them in “Short-term investments” on our consolidated statement of financial position. As of December 31, 2018, the restricted time deposits balance was $423 million, including accumulated interest.
In February 2019, we completed our internal investigation focused on whether certain payments relating to Company-owned facilities in India were made improperly and in violation of the U.S. Foreign Corrupt Practices Act ("FCPA") and other applicable laws. The investigation was conducted under the oversight of the Audit Committee, with the assistance of outside counsel. During the year ended December 31, 2016, we recorded out-of-period corrections related to $4 million of potentially improper payments between 2009 and 2016 that had been previously capitalized when they should have been expensed. These out-of-period corrections were not material to any previously issued financial statements. There were no adjustments recorded during 2018 or 2017 related to the amounts then under investigation.

On February 15, 2019, we announced a resolution of the previously disclosed investigations by the U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission ("SEC") into the matters that were the subject of our internal investigation. The resolution required the Company to pay approximately $28 million to the DOJ and SEC, an amount consistent with the Company’s accrual ("FCPA Accrual") recorded during the quarter ended September 30, 2018.

During the years ended December 31, 2018, 2017 and 2016, we incurred $16 million (not including the FCPA Accrual), $36 million and $27 million, respectively, in costs related to the above investigations and the legal matters described in Note 15 to our consolidated financial statements. We expect to continue to incur legal fees and other expenses, including indemnification and expense advancement obligations, related to stockholder litigation and other legal proceedings pertaining to the matters that were the focus of the now completed FCPA investigations described above.
2019 Business Considerations
During 2019, barring any unforeseen events,2020, we expect the following factors to affect our business and our operating results:
Demandgrowing demand from our customersclients for digital services as they invest to transform into data-enabled, customer-centric and industry-specific changes driven by evolving digital technologies;
Our customers' dual mandate of simultaneously achieving cost savings while investing in transformation and innovation;
Continued focus by customers on directing technology spending towards cost containment projects;
Discretionary spending bydifferentiated businesses. As our customers may be negatively affected by international trade policies as well as other macroeconomic factors;
Uncertainty related to the potential economic and regulatory impacts of the 2016 United Kingdom referendum to exit the European Union (the "Brexit Referendum");

Demand from certain banking customers mayclients continue to be negatively affected by their ongoing efforts to optimize the cost of supporting their legacy systems and operations, including moving a portionour core portfolio of their services may be subject to captives,pricing pressure and lower demand as they shift their spendclients look to transformation and digital services;transition certain work in-house or to new or existing captives.
Demand from our healthcare customers mayOur clients will likely continue to be affectedcontend with industry-specific changes driven by theevolving digital technologies, uncertainty in the regulatory environment, and industry-specific trends, including industry consolidation and convergence;
Demand amongconvergence as well as international trade policies and other macroeconomic factors, which could affect their demand for our services. Client demand may also be impacted by uncertainty related to the potential economic and regulatory effects of the United Kingdom's exit from the European Union. Additionally, revenue from our technology customers mayclients will be affected by uncertaintyour strategic decision to exit certain content-related work under our 2020 Fit for Growth Plan.
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 regulatory environment while significant merger and acquisition activity continues to impactexpected execution of additional measures under this plan in 2020. In addition, our customers in the communications and media industry;
Uncertainty2020 results may be impacted by uncertainty regarding regulatory changes, including potential regulatory changes with respect to immigration and taxes;
Legal fees and other expenses, including indemnification and expense advancement obligations,taxes as well as costs related to stockholder litigationthe potential resolution of legal and other legal proceedings pertainingregulatory matters discussed in Note 15 to the matters that were the focus of now completed FCPA investigations described above; andour consolidated financial statements.
Volatility in foreign currency rates.
In responseDuring 2020, we intend to this environment, we plan to:
Continuecontinue to invest in our digital capabilities, across industries and geographies;
Continue to invest in our talent base including through local hiring and re-skilling, and new service offerings including digital technologiesacross industries and geographies, while increasing our investment in sales and marketing professionals to help us expand existing accounts and acquire new delivery models;
Partner with our existing customersones. We will continue to garner an increased portion of our customers’ overall spend by providing innovative solutions;
Focus on growing our business in Europe, the Middle East, Asia Pacific and Latin America, where we believe there are opportunities to gain market share;
Pursuepursue strategic acquisitions that we believe add new technologies, including digital technologies or platforms that complement our existing services, improve our overall service delivery capabilities or expand our geographic presence;presence. Additionally, we will continue to focus on maintaining and
Focus 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 Segments
Our reportable segments are:
Financial Services, which consists of our banking and insurance operating segments;
Healthcare, which consists of our healthcare and life sciences operating segments;
Products and Resources, which consists of our retail and consumer goods,goods; manufacturing, logistics, energy, and logistics,utilities; and travel and hospitality and energy and utilities operating segments; and
Communications, Media and Technology, which includes our communications and media operating segment and our technology operating segment.
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 andThe services we provide are subject to the same factors, pressures and challenges. However, the economic environment and its effects on industries served by our operating segments may affect revenues and operating expenses to differing degrees.
We providedistributed among a significant volumenumber of services to many customersclients in each of our business segments. Therefore, aA loss of a significant customerclient or a few significant customersclients in a particular segment could materially reduce revenues for that segment. However, theThe services we provide to our larger customersclients are often critical to thetheir operations of such customers and we believe that 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.

Table of Contents

Results of Operations for the Three Years Ended December 31, 2018

For a discussion of our results of operations for the year ended December 31, 2017, including a year-to-year comparison between 2018 and 2017, 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.

The Year Ended December 31, 2019 Compared to The Year Ended December 31, 2018
The following table sets forth certain financial data for the three years ended December 31, 2018:31:
    % 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
Income from operations 2,453
 14.6 2,801
 17.4 (348) (12.4)
Other income (expense), net 90
   (4)   94
 *
Income before provision for income taxes 2,543
 15.2 2,797
 17.3 (254) (9.1)
Provision for income taxes (643)   (698)   55
 (7.9)
Income (loss) from equity method investment (58)   2
   (60) *
Net income $1,842
 11.0 $2,101
 13.0 $(259) (12.3)
Diluted EPS $3.29
   $3.60
   $(0.31) (8.6)
Other Financial Information 3
           

Adjusted Income From Operations and Adjusted Operating Margin $2,787
 16.6 $2,920
 18.1 (133) (4.6)
Adjusted Diluted EPS $3.99
   $4.02
   $(0.03) (0.7)
  
2018(1)
 
% of
Revenues
 2017 
% of
Revenues
 2016 
% of
Revenues
 Increase/Decrease
2018 2017
  (Dollars in millions, except per share data)
Revenues $16,125
 100.0 $14,810
 100.0 $13,487
 100.0 $1,315
 $1,323
Cost of revenues(2)
 9,838
 61.0 9,152
 61.8 8,108
 60.1 686
 1,044
Selling, general and administrative expenses(2)
 3,026
 18.8 2,769
 18.7 2,731
 20.2 257
 38
Depreciation and amortization expense 460
 2.9 408
 2.8 359
 2.7 52
 49
Income from operations 2,801
 17.4 2,481
 16.8 2,289
 17.0 320
 192
Other income (expense), net (4)   174
   68
   (178) 106
Income before provision for income taxes 2,797
 17.3 2,655
 17.9 2,357
 17.5 142
 298
Provision for income taxes (698)   (1,153)   (805)   455
 (348)
Income from equity method investment 2
   2
   1
   
 1
Net income $2,101
 13.0 $1,504
 10.2 $1,553
 11.5 $597
 $(49)
Diluted EPS $3.60
   $2.53
   $2.55
   $1.07
 $(0.02)
Other Financial Information (3)
              
Non-GAAP income from operations and non-GAAP operating margin $3,345
 20.7 $2,912
 19.7 $2,636
 19.5 433
 $276
Adjusted Income From Operations and Adjusted Operating Margin $2,920
 18.1 $2,553
 17.3 $2,289
 17.0 367
 264
Non-GAAP diluted EPS $4.57
   $3.77
   $3.39
   0.80
 0.38
Adjusted Diluted EPS $4.02
   $3.42
   $2.98
   $0.60
 $0.44
_________________
(1)
Results for 2018 are presented under the New Revenue Standard, while prior period amounts are not adjustedExclusive of depreciation and continue to be reported in accordance with our historic accounting policies. See Note 3 to our consolidated financial statements for additional information.
amortization expense.    
(2)*Exclusive of depreciation and amortization expense.Not meaningful
Revenues - Overall
During 2019, revenues increased by $658 million as compared to 2018, representing growth of 4.1%, or 5.2% on a constant currency basis3. Revenues from clients added during 2019, including those related to acquisitions, were $234 million. Growth was driven by our clients' adoption and integration of digital technologies, 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 portfolio 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)
3
Non-GAAP income from operations,Constant currency revenue growth, Adjusted Income from Operations, non-GAAP operating margin, Adjusted Operating Margin non-GAAP diluted EPS 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.measures, as applicable.
Revenues - Overall
Our revenue growth in 2018 and 2017 was primarily attributed to services related to the integrationTable of digital technologies that are reshaping our customers' business and operating models, increased customer spending on discretionary projects, continued interest in using our global delivery model as a means to reduce overall technology and operations costs and continued penetration in all our geographic markets. Revenues from new customers contributed $305 million and $208 million, representing 23.2% and 15.7% of the year-over-year revenue growth for 2018 and 2017, respectively.
On January 1, 2018, we adopted the New Revenue Standard using the modified retrospective method. For the year ended December 31, 2018, adoption of the New Revenue Standard had a positive impact on revenue of $96 million. See Note 3Contents to our consolidated financial statements for additional information.

Revenues from our top customers as a percentage of total revenues were as follows:
  For the years ended December 31,
  2018 2017 2016
Top five customers 8.6% 8.9% 10.0%
Top ten customers 15.4% 14.9% 16.7%
As we continue to add new customers and increase our penetration at existing customers, we expect the percentage of revenues from our top five and top ten customers to decline over time.


Revenues - Reportable Business Segments
Revenues by reportable business segment were as follows:
 
2018(1)
 2017 2016 Increase
2018 2017 2019 2018 Increase / (Decrease)
$ % $ %$ % 
CC%4
 (Dollars in millions) (Dollars in millions)
Financial Services $5,845
 $5,636
 $5,366
 $209
 3.7 $270
 5.0 $5,869
 $5,845
 $24
 0.4 1.6
Healthcare 4,668
 4,263
 3,871
 405
 9.5 392
 10.1 4,695
 4,668
 27
 0.6 1.0
Products and Resources 3,415
 3,040
 2,660
 375
 12.3 380
 14.3 3,770
 3,415
 355
 10.4 12.0
Communications, Media and Technology 2,197
 1,871
 1,590
 326
 17.4 281
 17.7 2,449
 2,197
 252
 11.5 13.1
Total revenues $16,125
 $14,810
 $13,487
 $1,315
 8.9 $1,323
 9.8 $16,783
 $16,125
 $658
 4.1 5.2
_____________________
(1)
Results for 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting policies. See Note 3 to our consolidated financial statements for additional information.
Financial Services
Revenues from our Financial Services segment grew 3.7%0.4%, or 1.6% on a constant currency basis4 , in 2018. In 2018, growth was stronger2019. Revenues among our insurance customers, where revenuesclients increased by $163$41 million as compared to an increasea decrease of $46$17 million from our banking customers. In this segment, revenuesclients. Revenues from customersclients added during 20182019, including those related to Samlink, were $40 million and represented 19.1% of the year-over-year revenues increase in this segment.$90 million. Demand in this segment was driven by our customers' focus on cost optimization in the face of profitability pressures, theclients' need to be compliant with significant regulatory requirements and adaptable to regulatory change, and their adoption and integration of digital technologies, that are reshaping our customers' business and operating models, including customer experience enhancement, robotic process automation, and analytics and artificial intelligence.AI in areas such as digital lending, fraud detection and next generation payments. Demand from certain banking customersclients has been and may continue to be negatively affected as they focus on optimizingtransition the costsupport of supportingsome of their legacy systems and operations including moving a portion of their servicesin-house or to captives, as they shift their spend to transformation and digital services.
Revenues from our Financial Services segment grew 5.0% in 2017. In 2017, growth was stronger among our insurance customers, where revenues increased by $191 million as compared to an increase of $79 million from our banking customers. In 2017, revenues from customers added during that year were $56 million and represented 20.7% of the year-over-year revenues increase in this segment. In 2017, demand from certain banking customers was negatively affected by their continued focus on optimizing their cost structure and managing their discretionary spending.captives.
Healthcare
Revenues from our Healthcare segment grew 9.5%0.6%, or 1.0% on a constant currency basis4, in 2018. In 2018, revenues2019. Revenues in this segment increased by $342$241 million among our life science clients compared to a decrease of $214 million from our healthcare customers as compared to an increase of $63 millionclients. Revenue growth among our life sciences customers. Revenue growthclients was driven by revenues from Zenith and demand for our digital operations services and solutions. Revenues from our healthcare customers includes revenues from Bolder, which we acquired in 2018, partially offsetclients 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 customerclient relationship in which we were a subcontractor to a third party for the purpose of delivering healthcare-related systems implementation services to local government.government, partially offset by revenues from Bolder, which we acquired in the second quarter of 2018. Revenues from customersclients added during 2018,2019, including Bolder's customers,those related to acquisitions, were $139 million and represented 34.3% of the year-over-year revenue increase in this segment. $36 million.
Demand 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, membership and billing, in addition tobilling. Demand was also created by the adoption and integration of digital technologies such as artificial intelligence,AI to shape personalized care plans and predictive data

analytics to improve patient outcomes. Demand from our healthcare customers has been andclients may continue to be affected by the 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.
Revenues from our Healthcare segment grew 10.1% in 2017. In 2017, revenues in this segment increased by $279 million from our healthcare customers as compared to an increase of $113 million for our life sciences customers. Revenues from customers added during 2017 were $40 million and represented 10.2% of the year-over-year revenues increase in this segment. The increase in revenues from our life sciences customers was driven by a growing demand for a broader range of services, including business process services, advanced data analytics and solutions that span multiple service lines while leveraging cloud technologies and platforms. In 2017, the demand for our services among our healthcare customers was affected by uncertainty in the regulatory environment.
Products and Resources
Revenues from our Products and Resources segment grew 12.3%10.4%, or 12.0% on a constant currency basis4, in 2018. In 2018, revenue2019. Revenue growth in this segment was strongest among our energy and utilities customers and our manufacturing and logistics customers, where revenues increased by a combined $220 million. Revenues from our retail and consumer goods customersclients, 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 customersclients increased by a combined $155$49 million. Revenues from customersclients added during 20182019, including those related to acquisitions, were $93 million and represented 24.8% of the year-over-year revenues increase in this segment.$69 million. Demand in this segment was driven by our customers’clients’ focus on improving the efficiency of their operations, the enablement and integration of mobile platforms to support sales and other omni channelomni-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.
Revenues from our Products and Resources segment grew 14.3% in 2017. In 2017, revenue growth in this segment was strongest among our energy and utilities customers and manufacturing and logistic customers, where revenue increased by a combined $326 million, including revenues from a new strategic customer acquired in the fourth quarter of 2016. Revenue from our retail and consumer goods customers and travel and hospitality customers increased by a combined $54 million. Revenues from customers added during 2017 were $85 million and represented 22.4% of the year over year revenue increase in this segment. In 2017, demand within this segment was driven by the increased adoption of digital technologies as well as growing demand for analytics, supply chain consulting, implementation initiatives, smart products, transformation of business models, internet of things and omni channel commerce implementation and integration services. In 2017, discretionary spending by our retail customers was affected by weakness in the retail sector.
Communications, Media and Technology
Revenues from our Communications, Media and Technology segment grew 17.4% in 2018. In 2018, growth was stronger among our technology customers where revenues increased $259 million as compared to an increase of $67 million for our communications and media customers. Revenues from customers added during 2018 were $33 million and represented 10.1% of the year-over-year revenues increase in this segment. Demand in this segment was driven by our customers’ need to manage their digital content, create differentiated user experiences, expand their range of services, including business process services, transition to agile development methodologies, enhance their network and adopt and integrate digital technologies, such as cloud enablement and interactive and connected products. Additionally, demand among our technology customers may be affected by uncertainty in the regulatory environment while significant merger and acquisition activity continues to impact our customers in the communications and media industry.
Revenues from our Communications, Media and Technology segment grew 17.7% in 2017. In 2017, revenue growth was $154 million among our communications and media customers and $127 million among our technology customers. Revenues from customers added during 2017 were $27 million and represented 9.6% of the year-over-year revenues increase in this segment. In 2017, demand within this segment was driven by the increased adoption of digital technologies, digital content operations, services to help our customers balance rationalizing costs while creating a differentiated user experience and an expanded range of services, such as business process services.


Revenues - Geographic Locations
Revenues by geographic market, as determined by customer location, were as follows:
  
2018(1)
 2017 2016 Increase (Decrease)
2018 2017
$ % $ %
  (Dollars in millions)
North America $12,293
 $11,450
 $10,546
 $843
 7.4 $904
 8.6
United Kingdom 1,274
 1,150
 1,176
 124
 10.8 (26) (2.2)
Rest of Europe 1,563
 1,248
 969
 315
 25.2 279
 28.8
Europe - Total 2,837
 2,398
 2,145
 439
 18.3 253
 11.8
Rest of World 995
 962
 796
 33
 3.4 166
 20.9
Total revenues $16,125
 $14,810
 $13,487
 $1,315
 8.9 $1,323
 9.8
_____________________
(1)
Results for 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting policies. See Note 3 to our consolidated financial statements for additional information.
North America continues to be our largest market, representing 76.2% of total 2018 revenues and 64.1% of total revenue growth in 2018. Revenues from our customers in Europe grew 18.3%, or 15.2% on a constant currency4 basis. Specifically, revenues from our Rest of Europe customers increased 25.2%, or 22.2% on a constant currency4 basis, while within the United Kingdom we experienced an increase in revenues of 10.8%, or 7.6% on a constant currency4 basis. Revenues from our Rest of World customers was 3.4%, or 6.1% on a constant currency4 basis. Revenue growth in the United Kingdom and Rest of World was negatively affected by weakness in our Financial Services segment as certain banking customers in those regions focus on optimizing the cost of supporting their legacy systems and operations, including moving a portion of their services to captives, as they shift their spend to transformation and digital services. We believe that Europe, India, Middle East, Asia Pacific and Latin America regions will continue to be areas of significant investment for us as we see these regions as long term growth opportunities.

In 2017, North America represented 77.3% of total revenues and 68.3% of total revenue growth. In 2017, the increase in revenues in this region was primarily attributed to services related to the integration of digital technologies that are reshaping our customers' business and operating models to align with shifts in consumer preferences, increased customer spending on discretionary projects and continued interest in using our global delivery model as a means to reduce overall technology and operations costs. In 2017, revenue growth in Europe and Rest of World markets was driven by an increase in demand for an expanded range of services, such as business process services and customer adoption and integration of digital technologies. Revenues from our customers in Europe grew 11.8%, or 13.0% on a constant currency4 basis. Specifically, revenues from our Rest of Europe customers, increased 28.8%, or 26.8% on a constant currency4 basis, while within the United Kingdom we experienced a decrease in revenues of 2.2%, or an increase of 1.6% on a constant currency4 basis. Revenue growth in the United Kingdom was negatively affected by weakness in the banking sector in that country. In 2017, revenues from our Rest of World customers grew 20.9%, primarily driven by the Australia and India markets.

Cost of Revenues (Exclusive of Depreciation and Amortization Expense)
Our cost of revenues consists primarily of salaries, incentive-based compensation, stock-based compensation expense, employee benefits, project-related immigration and travel for technical personnel and subcontracting costs relating to revenues. Our cost of revenues increased by 7.5% during 2018 as compared to an increase of 12.9% during 2017, decreasing as a percentage of revenue to 61.0% during 2018 compared to 61.8% in 2017. In 2018, the decrease in cost of revenues was due primarily to a decrease, as a percentage of revenues, in compensation and benefits costs due to the optimization of our resource pyramid, improved utilization and the depreciation of the Indian rupee against the U.S. dollar, partially offset by an increase in fees paid to strategic partners and other vendors in our digital operations, platform and infrastructure services and increases in certain professional service costs. In 2017, cost of revenues increased, as a percentage of revenue, to 61.8% as compared to 60.1% in 2016, primarily due to an increase in compensation and benefits costs and an increase in certain professional services costs.


_____________
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.

Table of Contents
Selling, General
Communications, Media and AdministrativeTechnology
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 Locations
Revenues by geographic market, as determined by client location, were as follows:
  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%
North America continues to be our largest market, representing 75.8% of total 2019 revenues and 65.8% of total revenue growth in 2019. Revenue growth in our North America region was driven by the demand for digital content services and solutions by clients in our Communications, Media and Technology segment, the adoption and integration of digital technologies by clients in our Products and Resources segment and revenues from recently completed acquisitions, partially offset by lower 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 our 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 our North America and Rest of World regions was negatively affected as certain banking clients in these regions transition the support of some of their legacy systems and operations in-house or to captives. We believe that there are opportunities for growth across all of our geographic markets.

Cost of Revenues (Exclusive of Depreciation and Amortization Expense)

Our cost of revenues consists primarily of salaries, incentive-based compensation, stock-based compensation expense, employee benefits, project-related immigration and travel 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 in costs related to our delivery personnel (including employees and subcontractors) as headcount growth outpaced revenue growth, partially offset by lower incentive-based compensation accrual rates in 2019.






5
Constant currency revenue growth is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information.
Table of Contents

SG&A Expenses
Selling, general and administrativeSG&A expenses consist primarily of salaries, incentive-based compensation, stock-based compensation expense, employee benefits, immigration, travel, marketing, communications, management, finance, administrative and occupancy costs. Selling, general and administrativeSG&A expenses including depreciation and amortization, increaseddecreased by 9.7%1.2% during 20182019 as compared to an increase of 2.8% during 2017. Selling, general and administrative expenses, including depreciation and amortization, remained relatively flat2018, decreasing as a percentage of revenues at 21.6%to 17.7% in 20182019 as compared to 21.5%18.6% in 2017 and decreased from 22.9% in 2016. In 2018, selling, general and administrative expense included the initial funding of the Cognizant U.S. Foundation and the FCPA Accrual, collectively representing 0.8% of revenues. This was partially offset by a decrease in compensation and benefit costs due to our efforts to contain corporate spend. In 2017, the2018. The decrease, as a percentage of revenues, was due primarily to a decrease in compensation and benefit costs, and a decrease in immigration expense, partially offset by increasescosts related to our recently completed acquisitions. Additionally, in certain operating2019 we recorded the incremental accrual related to 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 funding of the Cognizant U.S. Foundation.
Restructuring Charges
Our restructuring charges consist of our 2020 Fit for Growth Plan, which was announced in the fourth quarter of 2019, and professional service costs and increasesour realignment program. Restructuring charges were $217 million or 1.3%, as a percentage of revenues during 2019, as compared to $19 million or 0.1%, as a percentage of revenues in depreciation and amortization due2018. For further detail on our restructuring charges see Note 4 to acquisitions.our consolidated financial statements.
Income from Operations and Operating Margin - Overall
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 following charts set forthdecreases 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 GAAP operating margin Adjusted Operating Margin5 andnon-GAAP operating margin5 forwas additionally negatively impacted by the years ended December 31, 2018 and 2017:
omstepup1a01.jpg
The increasesincremental accrual related to the India Defined Contribution Obligation as described in our GAAP operating margin, Adjusted Operating Margin5 and non-GAAP operating margin5 were attributableNote 15 to our margin enhancement initiatives, which targeted the optimization ofconsolidated financial statements and higher realignment charges while our resource pyramid, improvement of utilization and the containment of our corporate spend, as well as the depreciation of the Indian Rupee against the U.S. dollar, net of lower gains on settlement of our cash flow hedges in 2018 compared to 2017. In 2018, our GAAP operating margin was negatively impacted by the impact of the initial funding of the Cognizant U.S. Foundation. Further, our GAAP operating margin and our Adjusted Operating Margin for 2018 were both negatively impacted by the increase in amortization expense due to recent acquisitions.
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 8953 basis points or 0.890.53 percentage points in 2018,2019, while in 20172018 the appreciationdepreciation of the Indian rupee against the U.S. dollar negativelypositively impacted our operating margin by approximately 5889 basis points or 0.580.89 percentage points. Each additional 1.0% change in exchange rate between the Indian rupee and the U.S. dollar will have the effect of moving our operating margin by approximately 18 basis points or 0.18 percentage points.
We enter into foreign exchange forward contracts to hedge certain Indian rupee denominated payments in India. These hedges are intended to mitigate the volatility of the changes in the exchange rate between the U.S. dollar and the Indian rupee. During the year ended December 31, 2018,2019, the settlement of cash flow hedges positively impactedhad an immaterial impact on our operating margin byas compared to a positive impact of approximately 44 basis points or 0.44 percentage points as compared to a positive impact of approximately 87 basis points or 0.87 percentage points in 2017 and a positive impact of approximately 13 basis points or 0.13 percentage points in 2016.

_____________
5
Non-GAAP operating margin and Adjusted Operating Margin 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.

2018.
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. As with other service providers in our industry, we must adequately anticipate wage increases, particularly on our fixed-price and transaction- or volume-based priced contracts. Historically, we have experienced increases in compensation and benefit costs in India; however, this has not had a material impact on our results of operations as we have been able to absorb such cost increases through cost management strategies, such as managing discretionary costs, the mix of professional staff and utilization levels, and achieving other operating efficiencies. There can be no assurance that we will be able to offset such cost increases in the future.
We finished the year with approximately 281,600292,500 employees, which is an increase of approximately 21,60010,900 over the prior year end. For the three months ended December 31, 2018,2019, annualized turnover, including both voluntary and involuntary, was approximately 18.9%20.8%. Turnover for the years ended December 31, 2018, 20172019 and 2016,2018, including both voluntary and involuntary, was approximately 20.8%, 19.6%21.7% and 16.0%20.8%, respectively. The higher than usual annual turnover rate in 2018 reflects the highly competitive labor market in our industry in the geographies in which we compete for talent, including India. Annual attrition rates at on-site customer locations are generally below our global attrition rate. In addition, attritionAttrition is weighted more towards the junior members of our staff.










6
Adjusted Operating Margin is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure.
Table of Contents

Segment Operating Profit and Margin
In 2018, we made changes to the internal measurement of segment operating profits for the purpose of evaluating segment performance and resource allocation. The primary reason for the changes was to charge to our business segments costs that are directly managed and controlled by them. Specifically, segment operating profit now includes the stock-based compensation expense of sales managers, account executives, account managers and project teams, which was previously included in "unallocated costs." In addition, we have changed the methodology of allocating costs to our business segments for the use of our global delivery centers and infrastructure from a fixed per employee charge to a variable per employee charge that differs depending on location and assets deployed.
Segment operating profit and margin were as follows:
      Increase / (Decrease)
2018 Operating Margin % 2017 Operating Margin % 
2016(1)
 Operating Margin % 2018 
2017(1)
2019 Operating Margin % 2018 Operating Margin % Increase /(Decrease)
(Dollars in millions)(Dollars in millions)
Financial Services$1,757
 30.1 $1,771
 31.4 $1,707
 31.8 $(14) $64
$1,605
 27.3 $1,713
 29.3 $(108)
Healthcare1,431
 30.7 1,301
 30.5 1,153
 29.8 130
 148
1,261
 26.9 1,416
 30.3 (155)
Products and Resources1,043
 30.5 923
 30.4 851
 32.0 120
 72
1,028
 27.3 1,023
 30.0 5
Communications, Media and Technology700
 31.9 601
 32.1 488
 30.7 99
 113
732
 29.9 692
 31.5 40
Total segment operating profit and margin4,931
 30.6 4,596
 31.0 4,199
 31.1 335
 397
4,626
 27.6 4,844
 30.0 (218)
Less: unallocated costs2,130
 
 2,115
 
 1,910
 
 15
 205
2,173
 
 2,043
 
 130
Income from operations$2,801
 17.4 $2,481
 16.8 $2,289
 17.0 $320
 $192
$2,453
 14.6 $2,801
 17.4 $(348)
________________
(1)As described above, in 2018 we made changes to the internal measurement of segment operating profits. While we have restated the 2017 results to conform to the new methodology, it is impracticable for us to restate our 2016 segment operating results as the detailed information required for the allocation of such costs to the segments is not reasonably available.
In 2018, our Financial Services segment operating margin decreased due to investments in our digital platform and infrastructure services as well as costs incurred to re-skill service delivery personnel, partially offset by the depreciation of the Indian rupee against the U.S. dollar. In our Healthcare, Products and Resources and Communications, Media and Technology segments, operating margins remained relatively flat.
In 2017, prior to giving effect to the changes in the measurementAcross all of our segment operating profit as described above, our operating margins for our Financial Services, Healthcare, Products and Resources and Communications, Media and Technology segments were 29.0%, 30.6%, 28.6% and 30.2%, respectively. Our Financial Services, Products and Resources and Communications, Media and Technology segments, operating margins decreased dueas costs related to increases in compensation and benefits costs, investments to accelerate our shift to digital, including re-skilling of service delivery personnel (including employees and subcontractors) outpaced revenue growth. Additionally, operating margins in Healthcare were negatively affected by mergers among several of our healthcare clients, the Customer Dispute and the negativeimpairment of certain capitalized costs related to a large volume-based contract.
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 appreciationsettlements of various currencies, includingour cash flow hedges are not allocated to individual segments in internal management reports used by the Indian rupee, against the U.S. dollar. Our Financial Services segment’schief operating decision maker. Accordingly, such expenses are excluded from segment operating profit was negatively impactedand are separately disclosed above 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 and the India Defined Contribution Obligation recorded in 2019, partially offset by weaknessa shortfall of incentive-based compensation as compared to target in 2019 and the banking sector as certain customers focused on optimizing their cost

structure and managing their discretionary spending. In 2017, our Healthcare segment operating margin increased, benefiting from lower losses on certain fixed-price contracts with customers.initial funding of the Cognizant U.S. Foundation recorded in 2018.
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:









Increase / Decrease2019
2018
Increase / Decrease

2018
2017
2016
2018
2017(in millions)
(in millions)
Foreign currency exchange (losses) gains$(183) $90
 $(27) $(273) $117
Gains (losses) on foreign exchange forward contracts not designated as hedging instruments31
 (23) (3) 54
 (20)
Foreign currency exchange (losses)$(73) $(183) $110
Gains on foreign exchange forward contracts not designated as hedging instruments8
 31
 (23)
Foreign currency exchange gains (losses), net(152) 67
 (30) (219) 97
(65) (152) 87
Interest income177
 133
 115
 44
 18
176
 177
 (1)
Interest expense(27) (23) (19) (4) (4)(26) (27) 1
Other, net(2) (3) 2
 1
 (5)5
 (2) 7
Total other income (expense), net$(4) $174
 $68
 $(178) $106
$90
 $(4) $94


The foreign currency exchange gains and losses in all the years presented were primarily attributable 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 relate to the realized and unrealized gains and losses on foreign exchange forward contracts entered into to partially offset foreign currency exposure to the British pound, Euro and Indian rupee and other non-U.S. dollar denominated net monetary assets and liabilities. As of December 31, 2018,2019, the notional value of our undesignated hedges was $507$702 million. The increases in interest income in 2018 and 2017 were primarily attributed to increases in average invested balances and higher yields.

Provision for Income Taxes
The provision for income taxes was $643 million in 2019 and $698 million in 2018, $1,153 million in 2017 and $805 million in 2016.2018. The effective income tax rate decreasedremained relatively flat at 25.3% in 2019 as compared to 25.0% in 2018 from 43.4% in 2017 and 34.2% in 2016. The decrease in our effective tax rate in 2018 was primarily driven by2018. In the fourth quarter of 2019, we recorded a one-time net income tax expense of $617$21 million that was recorded in 2017 as a result of the enactment of the India Tax Reform Act and the reductionLaw. 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 the U.S. federal statutory corporate income tax rate$57 million on one of our equity method investments as further described in 2018 from 35%Note 5 to 21%. In 2016, we incurred an incremental income tax expense of $238 million related to the India Cash Remittance.our consolidated financial statements.
Net Income
Net income was $1,842 million in 2019 and $2,101 million in 2018, $1,504 million in 2017 and $1,553 million in 2016.2018. Net income as a percentage of revenues increased to 13.0% in 2018 from 10.2% in 2017 primarily due to the decrease in the provision for income taxes and an increase in income from operations, partially offset by the fluctuation in the value of the Indian rupee which generated foreign currency exchange losses in 2018 compared to foreign currency exchange gains in 2017. In 2017, net income as a percentage of revenues decreased to 10.2%11.0% in 2019 from 11.5%13.0% in 20162018. The decrease in net income is primarily due to the incrementala decrease in income tax expense relatedfrom operations, partially offset by lower foreign exchange losses as compared to the Tax Reform Act in 2017.2018.
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 in the following table,below, should be carefully evaluated.
In 2018, we announced a plan to modify our non-GAAP financial measures. Our historical non-GAAP financial measures, non-GAAP operating margin, non-GAAP income from operations and non-GAAP diluted EPS, excluded stock-based compensation expense, acquisition-related charges and unusual items, such as realignment charges and in 2018, the initial funding of the Cognizant

U.S. Foundation. Our non-GAAP diluted EPS additionally excluded net non-operating foreign currency exchange gains or losses and unusual items, such as the effect of the net income tax expense and benefit related to the enactment of the Tax Reform Act in 2018 and 2017, respectively, the effect of the recognition of an income tax benefit previously unrecognized in our consolidated financial statements related to a specific uncertain tax position in 2017, the effect of an incremental income tax expense related to the India Cash Remittance in 2016, and the tax impacts of all applicable adjustments. Our new non-GAAP financial measures, Adjusted Operating Margin, and Adjusted Income From Operations exclude only unusual items and Adjusted Diluted EPS additionallyexclude unusual items. Additionally, Adjusted Diluted EPS excludes 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 is calculated by applying the statutory rate and local tax regulations in the jurisdiction in which the item was incurred. Additionally, we are introducing two new non-GAAP financial measures, free cash flow and constant currency revenue growth. Free cash flow is defined as cash flows from operating activities net of purchases of property and equipment. Constant currency revenue growth is defined as revenues for a given period restated at the comparative period’s foreign currency exchange rates measured against the comparative period's reported revenues.


We believe providing investors with an operating view consistent with how we manage the Company provides enhanced transparency into 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 changing our historical non-GAAP financial measures, as discussed above, will result in non-GAAP financial measures that more closely align with how we intend to manage the Company. We believe that the presentation of our new non-GAAP financial measures (Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Diluted EPS free cash flow and constant currency revenue growth) as well as our historical non-GAAP financial measures (non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted EPS) 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 namely stock-based compensation expense, certain acquisition-related charges, andsuch as our net non-operating foreign currency exchange gains or losses. In addition, other companies may calculate non-GAAP financial measures differently than us, thereby limiting the usefulness of these non-GAAP financial measures as a comparative tool. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from our non-GAAP financial measures to allow investors to evaluate such non-GAAP financial measures.

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The following table presents a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure for the years ended December 31:
 2018 
% of
Revenues
 2017 
% of
Revenues
 2016 % of
Revenues
 (Dollars in millions, except per share data)
GAAP income from operations and operating margin$2,801
 17.4% $2,481
 16.8% $2,289
 17.0%
Realignment charges (1)
19
 0.1
 72
 0.5
 
 
Initial funding of Cognizant U.S. Foundation (2)
100
 0.6
 
 
 
 
Adjusted Income From Operations and Adjusted Operating Margin2,920
 18.1
 2,553
 17.3
 2,289
 17.0
Stock-based compensation expense (3)
267
 1.6
 221
 1.5
 217
 1.6
Acquisition-related charges (4)
158
 1.0
 138
 0.9
 130
 0.9
Non-GAAP income from operations and non-GAAP operating margin$3,345
 20.7% $2,912
 19.7% $2,636
 19.5%
            
GAAP diluted EPS$3.60
   $2.53
   $2.55
  
Effect of realignment charges and initial funding of Cognizant U.S. Foundation, as applicable, pre-tax0.20
   0.12
   
  
Effect of non-operating foreign currency exchange losses (gains), pre-tax (5)
0.26
   (0.12)   0.04
  
Tax effect of above adjustments (6)
(0.03)   (0.06)   
  
Effect of net incremental income tax expense related to the Tax Reform Act (7)
(0.01)   1.04
   
  
Effect of recognition of income tax benefit related to an uncertain tax position (8)

   (0.09)   
  
Effect of incremental income tax expense related to the India Cash Remittance (9)

   
   0.39
  
Adjusted Diluted EPS4.02
   3.42
   2.98
  
Effect of stock-based compensation expense and acquisition-related charges, pre-tax0.73
   0.60
   0.57
  
Tax effect of stock-based compensation expense and acquisition-related charges (6)
(0.18)   (0.25)   (0.16)  
Non-GAAP diluted EPS$4.57
   $3.77
   $3.39
  
            
Net cash provided by operating activities$2,592
   $2,407
   $1,645
  
Purchases of property and equipment(377)   (284)   (300)  
Free cash flow$2,215
   $2,123
   $1,345
  
 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)
Realignment charges include severance costs, lease termination costs, and advisory fees related to non-routine shareholder matters and to the developmentAs part of our realignment program, during the year ended December 31, 2019, we incurred Executive Transition Costs, employee separation costs, employee retention costs and return of capital programs, as applicable. The total costs related to thethird party realignment are reported in Selling, general and administrative expenses in our consolidated statements of operations.costs. See Note 54 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, whichFoundation. This cost is focused on science, technology, engineeringreported in "Selling, general and math educationadministrative expenses" in the United States.
(3)Stock-based compensation expense reported in:
 For the years ended December 31,
 2018 2017 2016
 (in millions)
Cost of revenues$62
 $55
 $53
Selling, general and administrative expenses205
 166
 164

(4)Acquisition-related charges include amortization of purchased intangible assets included in the depreciation and amortization expense line on our consolidated statementsstatement of operations, external deal costs, acquisition-related retention bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired intangible assets and other acquisition-related costs, as applicable.operations.
(5)Non-operating foreign currency exchange gains and losses, inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes, are reported in Foreign"Foreign currency exchange gains (losses), netnet" 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,For the years ended December 31,
2018 2017 20162019 2018
(in millions)(in millions)
Non-GAAP income tax benefit (expense) related to:        
Realignment charges$5
 $25
 $
$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. Foundation28
 
 

 28
Foreign currency exchange gains and losses(12) 10
 5
Stock-based compensation expense66
 101
 49
Acquisition-related charges38
 48
 46
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.
(7)
In 2017,2019, we recorded an impairment charge of $57 million on one of our equity investments as further described in connection with the enactment of the Tax Reform Act,Note 5 to our consolidated financial statements.
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(8)
In 2019, we recorded a one-time provisional net income tax expense of $617 million. $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.
(8)In 2017, we recognized an income tax benefit previously unrecognized in our consolidated financial statements related to a specific uncertain tax position of $55 million. The recognition of the benefit in 2017 was based on management’s reassessment regarding whether this unrecognized tax benefit met the more-likely-than-not threshold in light of the lapse in the statute of limitations as to a portion of such benefit.
(9)In 2016, as a result of the India Cash Remittance, we incurred an incremental income tax expense of $238 million.
Liquidity and Capital Resources
Our cash generated from operations has historically been our primary source of liquidity to fund operations and investments to grow our business. In addition, as of December 31, 2018,2019, we had cash, cash equivalents and short-term investments of $4,511$3,424 million, of which $423$414 million was restricted and not available for use as a result of our ongoing dispute with the ITD with respect to our 2016 India Cash Remittance. See as described in Note 11 of to our consolidated financial statements for more information. Asstatements. Additionally, as of December 31, 2018,2019, we had available capacity under our revolving credit facilityfacilities of approximately $1,750$1,932 million.
The following table provides a summary of our cash flows for the three years ended December 31:
       Increase / Decrease
 2018 2017 2016 2018 2017 2019 2018 Increase / Decrease
 (in millions) (in millions)
Net cash provided by (used in):                
Operating activities $2,592
 $2,407
 $1,645
 $185
 $762
 $2,499
 $2,592
 $(93)
Investing activities (1,627) (582) (963) (1,045) 381
 1,588
 (1,627) 3,215
Financing activities (1,693) (1,985) (743) 292
 (1,242) (2,569) (1,693) (876)
Operating activities
The increasedecrease in cash generated from operating activities for 20182019 compared to 20172018 was primarily attributabledue to the increasedecrease in income from operations and an increase in the cash taxes paid during 2019, partially offset by a higher days sales outstanding ("DSO"). Our DSO was 75 days asimproved collections of December 31, 2018, 71 days as of December 31, 2017 and 72 days as of December 31, 2016. The increasetrade accounts receivable in cash generated from operating activities for 2017 compared to 2016 was primarily attributable to the increase in pre-tax earnings.2019.
We monitor turnover, aging and the collection of trade accounts receivable by customer. On January 1, 2018, we adopted the New Revenue Standard using the modified retrospective method. Upon adoption, we reclassified (i) balances representing receivables,

as defined by the New Revenue Standard, from Unbilledclient. Our DSO calculation includes trade accounts receivable, to Trade accounts receivable, net and (ii) balances representing contract assets, as defined by the New Revenue Standard, from Unbilled accounts receivable to Other current assets. Balances as of December 31, 2018 are presented under the New Revenue Standard, while prior period balances are not adjusted and continue to be reported in accordance with our historic accounting policies. See Note 3 of our consolidated financial statements for more information.
Historically, our DSO calculation included billed and unbilled accounts receivable, net of allowance for doubtful accounts, reduced by the uncollected portion of our deferred revenue. To reflect the adoption of the New Revenue Standard and maintain the comparability of the calculation, in 2018 we adjusted the definition to include receivables, as defined by the New Revenue Standard, net of allowance for doubtful accounts, 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 discounts and rebates. This change in policy had the effect of reducing our DSO by two days and one day as of December 31, 2019 and December 31, 2018, respectively.
Investing activities
The increaseNet cash provided by investing activities 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 compared to 2017 is primarily related to an increase in cash usedpayments for acquisitions. In 2017, the decrease in net cash used when compared to 2016 was primarily due to loweracquisitions, outflows for capital expenditures and net purchases of investments and a decrease in cash used for acquisitions.investments.
Financing activities
The decreaseincrease in cash used in financing activities in 20182019 compared to 20172018 is primarily attributable to lowerhigher repurchases of common stock partially offset by an increase in dividend payments and higher net repayments of debt. In 2017, the increase in cash used when compared to 2016 was primarily attributable to repurchases of common stock under the accelerated stock repurchase agreements and dividend payments, partially offset by lower net repayments of debt.2019, including our $600 million 2019 ASR agreement.

In 2014, we entered intoWe have a credit agreement with a commercial bank syndicate, (as amended, the "Credit Agreement") providing for a $1,000 million unsecured term loan and a $750 million unsecured revolving credit facility which were due to mature in November 2019. In November 2018, we completed a debt refinancing in which we entered into a credit agreement with a new commercial bank syndicate (the "New Credit Agreement")Agreement providing for a $750 million unsecured term loan (the "New Term Loan")Loan and a $1,750 million unsecured revolving credit facility, which are due to mature in November 2023. We are required under the New Credit Agreement to make scheduled quarterly principal payments on the New Term Loan beginning in December 2019.
The New Credit Agreement requires interestLoan. See Note 10 to be paid, at our option, at either the ABR or the Eurocurrency 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 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 New Credit Agreement). Under the New 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).
The New Credit Agreement contains customary affirmative and negative covenants as well as aconsolidated financial covenant. The financial covenant is tested at the end of each fiscal quarter and requires us to maintain a Leverage Ratio not in excess of 3.50 to 1.00, or for a period of up to four quarters following certain material acquisitions, 3.75 to 1.00. We were in compliance with all debt covenants and representations of the New Credit Agreement as of December 31, 2018.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, 20182019 and through the date of this filing.

In September 2019, our India subsidiary entered into a 13 billion Indian rupee ($182 million at the December 31, 2019 exchange rate) working capital facility, which requires us to repay any balances drawn down within 90 days from the date of disbursement. As of December 31, 2019, there was no balance outstanding under the working capital facility.











As part of our capital return plan,During 2019, we returned $3.7 billion$2,609 million to our stockholders through $2,975$2,156 million in share repurchases under our stock repurchase program and $733$453 million in dividend payments overfunded primarily with the two years endedproceeds 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, 2018, exceeding2019
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from 577 million as of December 31, 2018. In February 2020, our previously announced targetBoard of $3.4 billion. Beginning in 2019,Directors approved a 10% or $0.02 increase to our new capital return plan anticipates the deployment of approximately 50% of our global freequarterly cash flow6 for dividends and share repurchasesincreased our stock repurchase program authorization from $5.5 billion to $7.5 billion, excluding fees and approximately 25% of global free cash flow6 for acquisitions, as needed. For the year ended December 31, 2018, our cash flows from operating activities were $2,592 million while our global free cash flow6 was $2,215 million.expenses. 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 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, 2018,2019, the amount of our cash, cash equivalents and short-term investments held outside the United States was $2,704$3,097 million, of which $1,776$2,414 million was in India. As further described in Note 11 of to our consolidated financial statements, $423 million of ourcertain short-term investment balances held in India were classified as restrictedtotaling $414 million as of December 31, 2018.

As a result of2019, were restricted in connection with our dispute with the enactment of the Tax Reform Act, our historical and future foreign earnings are no longer subject to U.S. federal income tax upon repatriation beyond the one-time transition tax accrued in 2017. As such, in 2018, we reevaluated our assertion that our foreign earnings would be indefinitely reinvested and concluded that our Indian earnings willITD. The affected balances may continue to be indefinitely reinvestedremain restricted and unavailable for our use while historical accumulated undistributed earnings of our foreign subsidiaries other than our Indian subsidiaries, are available for repatriation to the United States. 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. During 2018, we repatriated $2,414 million from our foreign subsidiaries.
Our assertion thatWe consider our earnings in India continue 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, 2018,2019, the amount of unrepatriated Indian earnings was approximately $4,679$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 $980$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.
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, cash and investment balances (excluding the $423$414 million of India restricted assets), together with our available capacity under our revolving credit facilityfacilities to be sufficient to meet our operating requirements, in India and globally, for the next twelve months. Our 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 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.
As further described in Note 11
Table of our consolidated financial statements, certain short-term investment balances in India totaling $423 million were restricted in connection with our dispute with the ITD with respect to our 2016 India Cash Remittance. The ITD Dispute is currently pending before the Madras High Court, and no final decision has been reached. The affected balances may continue to remain restricted and unavailable for our use while the dispute is ongoing.Contents




____________
6Free cash flow 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 comparable GAAP financial measure.


Commitments and Contingencies
Commitments
As of December 31, 2018,2019, we had the following obligations and commitments to make future payments under contractual obligations and commercial commitments:
  Payments due by period
  Total 
Less than
1 year
 1-3 years 3-5 years 
More than
5 years
  (in millions)
Long-term debt obligations(1)
 $741
 $38
 $76
 $627
 $
Interest on long-term debt(2)
 69
 19
 36
 14
 
Finance lease obligations 27
 11
 15
 1
 
Operating lease obligations 1,134
 249
 384
 228
 273
Other purchase commitments(3)
 233
 125
 101
 7
 
Tax Reform Act transition tax(4)
 528
 50
 101
 220
 157
Total $2,732
 $492
 $713
 $1,097
 $430
  Payments due by period
  Total 
Less than
1 year
 1-3 years 3-5 years 
More than
5 years
  (in millions)
Long-term debt obligations(1)
 $750
 $9
 $75
 $666
 $
Interest on long-term debt(2)
 114
 26
 48
 40
 
Capital lease obligations 71
 17
 23
 12
 19
Operating lease obligations 988
 226
 354
 211
 197
Other purchase commitments(3)
 207
 117
 69
 21
 
Tax Reform Act transition tax(4)
 528
 51
 101
 222
 154
Total $2,658
 $446
 $670
 $1,172
 $370
 ________________
(1)Consists of scheduled repayments of our term loan.Term Loan.
(2)Interest on the term loanTerm Loan was calculated at interest rates in effect as of December 31, 2018.2019.
(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 2024. See Note 11 to our consolidated financial statements.
2026.

The above table does not include the $28 million FCPA Accrual. See Note 2 to our consolidated financial statements.


As of December 31, 2018,2019, we had $117$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 2018, 20172019 and 20162018 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 the accompanyingour 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 of the accompanying 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 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, testing and business process services are recognized using the cost to cost method, if the right to invoice is not representative of the value being delivered. The cost 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 and any anticipated losses on contracts are recognized immediately. Changesknown. Net changes in estimates of such future costs and contract losses were immaterial to the consolidated results of operations for the periods presented.

Further, 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 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. Our estimates of variable consideration were immaterial to the consolidated results of operations for the periods presented.
Income Taxes. Determining the consolidated provision for income tax expense, deferred income tax assets (and related valuation allowance, if any) and liabilities requires significant judgment. We are required to calculate and provide for income taxes in each of the jurisdictions where we operate. Changes in the geographic mix of income before taxes or estimated level of annual pre-tax income can affect our overall effective income tax rate. In addition, transactions between our affiliated entities are arranged in accordance with applicable transfer pricing laws, regulations and relevant guidelines. As a result, and due to the interpretive nature of certain aspects of these laws and guidelines, we have pending applications for APAs before the taxing authorities in some of our most significant jurisdictions applications for Advance Pricing Agreements ("APAs").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 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. 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 consideration to the individual assets acquired and liabilities assumed. The allocation of the purchase price utilizes significant estimates in determining the fair values of identifiable assets acquired and liabilities assumed, especially with respect to intangible assets. The significant estimates and assumptions include the timing and amount of forecasted revenues and cash flows, anticipated growth rates, customerclient attrition rates, the discount rate reflecting the risk inherent in future cash flows and the determination of useful lives for finite-lived assets.
We exercise judgment to allocate goodwill to the reporting units expected to benefit from each business combination. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, regulatory environment, established business plans, operating performance indicators or competition. Evaluation of goodwill for impairment requires judgment, including the identification of reporting units, assignment of assets, liabilities and goodwill to reporting units and determination of the fair value of each reporting unit. To better align our annual goodwill impairment assessment with the timing of our budget process, we elected to change the date of our annual goodwill impairment assessment from December 31st to October 31st.
We estimate the fair value of our reporting units using a combination of an income approach, utilizing a discounted cash flow analysis, and a market approach, using market multiples. Under the income approach, we estimate projected future cash flows, the timing of such cash flows and long termlong-term growth rates, and determine the appropriate discount rate that reflects the risk inherent in the projected future cash flows. The discount rate used is based on our 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 20182019 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.
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Based on our most recent evaluation of goodwill and indefinite-lived intangible assets performed during the fourth quarter of 2018,2019, we concluded that the goodwill and indefinite-lived intangible asset balances in each of our reporting units were not at risk of impairment. As of December 31, 2018,2019, our goodwill and indefinite-lived intangible asset balances were $3,481$3,979 million and $72 million, respectively.
We review our finite-lived assets, including our finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We recognize an impairment loss when the sum of the undiscounted expected future cash flows is less than the carrying amount of such assets.asset groups. The impairment loss is determined as the amount by which the carrying amount of the asset group exceeds theits fair value of the asset.value. Assessing the fair value of assetsasset 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 both probability and whether an exposure is considered probable and reasonably estimable. Our judgments are subjective and based on the information available from the status of the legal or regulatory proceedings, the merits of our defenses and consultation with in-house and outside legal counsel. As additional information becomes available, we reassess any potential liability related to any pending litigation and may revise our estimates. Such revisions in estimates of any potential liabilities could have a material impact on our results of operations and financial position.
Recently Adopted and New Accounting Pronouncements
See Note 1 to our consolidated financial statements for additional information.
Forward Looking Statements


The statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended)Act) that involve risks and uncertainties. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,” “would,” “plan,” “intend,” “estimate,” “predict,” “potential,�� “continue,” “should” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing.


Such forward-looking statements may be included in various filings made by us with the SEC, 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 margins,margin, earnings, capital expenditures, anticipated effective income tax ratesrate 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, customerclient 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 customersclients and operations are concentrated;

our ability to attract, train and retain skilled professionals, including highly skilled technical personnel to satisfy customerclient 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;
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legal, reputational and financial risks if we fail to protect customerclient 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 customers;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 customers;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.
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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"
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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
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
We are exposed to foreign currency exchange rate risk in the ordinary course of doing business as we transact or hold a portion of our funds in foreign currencies, particularly the Indian rupee. Additionally, the Brexit ReferendumUnited 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. 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 depreciation in the value of certain foreign currencies. All hedging transactions are authorized and executed pursuant to regularly reviewed policies and procedures.

Revenues from our customersclients in the United Kingdom, Rest ofContinental Europe and Rest of World represented 7.9%7.8%, 9.7%10.1% and 6.2%6.3%, respectively, of our 20182019 revenues, and are typically denominated in currencies other than the U.S. dollar. Accordingly, our operating results may be affected by fluctuations in the exchange rates, primarily the Indian rupee, the British pound and the Euro, as compared to the U.S. dollar.

A significant portion of our costs in India are denominated in the Indian rupee, representing approximately 21.5%20.7% of our global operating costs during 2018,2019, 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, 2018,2019, the notional value and weighted average contract rates of these contracts were as follows:
Notional Value
(in millions)
 Weighted Average Contract Rate (Indian rupee to U.S. dollar)Notional Value
(in millions)
 Weighted Average Contract Rate (Indian rupee to U.S. dollar)
2019$1,388
 70.4
2020780
 74.5
$1,505
 74.1
2021883
 76.5
Total$2,168
 71.8
$2,388
 75.0

As of December 31, 2018,2019, the net unrealized lossgain on our outstanding foreign exchange forward contracts designated as cash flow hedges was $4$31 million. Based upon a sensitivity analysis at December 31, 2018,2019, which estimates the fair value of the contracts based upon 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 $207$232 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 2018,2019, we reported foreign currency exchange losses, exclusive of hedging gains, of approximately $183$73 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, 2018,2019, we had $1,782$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 $180$244 million.

We use foreign exchange forward contracts to provide an economic hedge against balance sheet exposure to certain monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiary. We entered into a series of foreign exchange forward contracts scheduled to mature in 2019.2020. At December 31, 2018,2019, the notional value of these outstanding contracts was $507$702 million and the net unrealized lossgain was $3$2 million. Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31, 2018,2019, which estimates the fair value of the contracts based upon market exchange rate fluctuations, a 10.0% change in the foreign currency exchange rate against the U.S. dollar with all other variables held constant would have resulted in a change in the fair value of approximately $45$18 million.

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Interest Rate Risk


In 2014, we entered intoWe have a credit agreement, providing for a $1,000 million unsecured term loan and a $750 million unsecured revolving credit facility, which were due to mature in November 2019. In November 2018, we completed a debt refinancing in which we entered into the New Credit Agreement providing for the Newa $750 million unsecured Term Loan and a $1,750 million unsecured revolving credit facility, which are due to mature in November 2023. As of December 31, 2018, we have $750 million outstanding under our New Term Loan and no outstanding notesWe are required under the revolving credit facility.Credit Agreement to make scheduled quarterly principal payments on the Term Loan.


The New Credit Agreement requires interest to be paid, at our option, at either the ABR or the Eurocurrency 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 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 New Credit Agreement). Under the New 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). Thus, our debt exposes us to market risk from changes in interest rates. We performed a sensitivity analysis to determine the effect of interest rate fluctuations on our interest expense. A 10.0% change in interest rates, with all other variables held constant, would have an immaterial effect on our reported interest expense.

In addition, our available-for-sale and held-to-maturity fixed incomeinvestment securities are subject to market risk from changes in interest rates. As of December 31, 2018,2019, the fair market valuesvalue of our available-for-sale and held-to-maturity portfolios were $1,760 million and $1,070 million, respectively.portfolio was $287 million. As of December 31, 2018,2019, a 10% 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. We may sell our available-for-sale investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration or for duration management. Our investment portfolio is comprised primarily of time deposits, mutual funds invested in fixed income securities, Indian rupee denominated commercial paper, Indian rupee denominated international corporate bonds and government debt securities, U.S. dollar denominated corporate bonds, municipal bonds, certificates of deposit, commercial paper, debt issuances by the U.S. government, U.S. government agencies, foreign governments and supranational entities, and asset-backed securities. The asset-backed securities included securities backed by auto loans, credit card receivables and other receivables.


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


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


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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 (the "Exchange Act"))amended) as of December 31, 2018.2019. Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of December 31, 2018,2019, 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)Act of 1934, as amended) that occurred during the fiscal quarter ended December 31, 20182019 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.
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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.

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, 2018.2019. 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, 2018,2019, 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
On February 15, 2019, we announced a resolutionNone.
Table of the previously disclosed investigations by the DOJ and SEC focused on whether certain payments relating to Company-owned facilities in India were made in violation of the FCPA and other applicable laws. The resolution required the Company to pay approximately $28 million to the DOJ and SEC, an amount consistent with the FCPA Accrual recorded during the quarter ended September 30, 2018.Contents
See Note 2 to our consolidated financial statements for additional information on the completion of our internal investigation and the resolution of the investigations by the DOJ and SEC in February 2019.


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 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 of Ethics,” that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. We make available our code of ethics free of charge through our website which is located at www.cognizant.com. We intend to post on our website all disclosures that are required by law or Nasdaq Stock Market listing standards concerning any amendments to, or waivers from, any provision of our code of ethics.
The remaining information required by this item will be included in our definitive proxy statement for the 20192020 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.


Item 11. Executive Compensation
The information required by this item will be included in our definitive proxy statement for the 20192020 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 20192020 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 20192020 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 20192020 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

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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  
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  
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†          Filed
10.5†          Filed
10.6†  10-Q 000-24429 10.1
 8/2/2018  
10.7†          Filed
10.8† 

 8-K 000-24429 10.1
 6/7/2018  
    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  

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    Incorporated by Reference  
Number Exhibit Description Form File No. Exhibit Date Filed or Furnished
Herewith
10.9†  10-Q 000-24429 10.1
 11/8/2004  
10.10†  10-Q 000-24429 10.1
 5/4/2015  
10.11†  8-K 000-24429 10.1
 7/6/2009  
10.12†  8-K 000-24429 10.2
 7/6/2009  
10.13†  8-K 000-24429 10.3
 7/6/2009  
10.14†  8-K 000-24429 10.4
 7/6/2009  
10.15†  8-K 000-24429 10.5
 7/6/2009  
10.16†  8-K 000-24429 10.6
 7/6/2009  
10.17†  8-K 000-24429 10.7
 7/6/2009  
10.18†  8-K 000-24429 10.8
 7/6/2009  
10.19†  8-K 000-24429 10.1
 6/7/2017  
10.20†  10-Q 000-24429 10.2
 8/3/2017  
10.21†  10-Q 000-24429 10.3
 8/3/2017  
10.22†  10-Q 000-24429 10.4
 8/3/2017  
10.23†  10-Q 000-24429 10.5
 8/3/2017  
10.24  8-K 000-24429 10.1
 3/14/2017  
10.25  8-K 000-24429 10.1
 11/9/2018  
10.26          Filed
10.27          Filed
21.1          Filed
    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

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    Incorporated by Reference  
Number Exhibit Description Form File No. Exhibit Date Filed or Furnished

Herewith
23.1Filed
31.1Filed
31.2Filed
32.1Furnished
32.2Furnished
101.INS Inline 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.SCH Inline XBRL Taxonomy Extension Schema Document         Filed
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document         Filed
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document         Filed
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document         Filed
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)         Filed
A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.


Item 16. Form 10-K Summary
None.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
  
By: 
    /S/    FRANCISCO D’SOUZABRIAN HUMPHRIES
  Francisco D’Souza,Brian Humphries,
  Chief Executive Officer
  (Principal Executive Officer)
   
Date: February 19, 201914, 2020
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.
 
     
Signature Title Date
   
/s/    FRANCISCO D’SOUZABRIAN HUMPHRIES
 
Chief Executive Officer Vice Chairman of the Board and Director
(Principal Executive Officer)
 February 19, 201914, 2020
Francisco D’SouzaBrian Humphries  
   
/s/    KAREN MCLOUGHLIN
 
Chief Financial Officer
(Principal Financial Officer)
 February 19, 201914, 2020
Karen McLoughlin  
   
/s/    ROBERT TELESMANIC
 
Controller and Chief Accounting Officer
(Principal Accounting Officer)
 February 19, 201914, 2020
Robert Telesmanic  
    
/s/    MICHAEL PATSALOS-FOX
 Chairman of the Board and Director February 19, 201914, 2020
Michael Patsalos-Fox  
   
/s/    ZEINABDALLA
 Director February 19, 201914, 2020
Zein Abdalla   
   
/s/    MAUREEN  BREAKIRON-EVANS
 Director February 19, 201914, 2020
Maureen Breakiron-Evans   
   
/s/    JONATHAN CHADWICKOHN M. DINEEN
 Director February 19, 2019
Jonathan Chadwick
/s/    JOHN M. DINEEN
DirectorFebruary 19, 201914, 2020
John M. Dineen   
   
/s/    JOHN N. FOX, JR.RANCISCO D'SOUZA
 Director February 19, 201914, 2020
Francisco D'Souza
/s/    JOHN N. FOX, JR.
DirectorFebruary 14, 2020
John N. Fox, Jr.   
   
/s/    JOHN E. KLEIN
 Director February 19, 201914, 2020
John E. Klein   
    
/s/    LEO S. MACKAY, JR.
 Director February 19, 201914, 2020
Leo S. Mackay, Jr.   
     
/s/    JOSEPH M. VELLI
 Director February 19, 201914, 2020
Joseph M. Velli   
/s/    SANDRA S. WIJNBERG
DirectorFebruary 14, 2020
Sandra S. Wijnberg

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
 
    
   Page
  
Consolidated Financial Statements:    
   
   
   
   
   
Financial Statement Schedule:    
   



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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, 20182019 and 2017,2018, 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, 2018,2019, 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, 2018,2019, 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, 20182019 and 2017,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20182019 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, 2018,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.


ChangeChanges in Accounting PrinciplePrinciples


As discussed in Note 31 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’sManagement'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
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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


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



Critical Audit Matters


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

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

As described in Notes 1 and 2 to the consolidated financial statements, fixed-price contracts comprised $6 billion of the Company’s total revenues for the year ended December 31, 2019, which includes performance obligations where control is transferred over time. For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Management recognizes revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services as the service is performed using the cost to cost method, under which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs. The cost to cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information. Revenues related to fixed-price application maintenance, testing and business process services are recognized based on management’s right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If management’s invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the cost to cost method described above.

The principal considerations for our determination that performing procedures relating to expected labor costs to complete for certain fixed-price contracts is a critical audit matter are the significant judgment used by management in developing total expected labor costs to complete fixed-price contracts and the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to total expected labor costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including over the development of expected labor costs to complete fixed-price contracts. These procedures also included, among others, evaluating and testing management’s process for developing 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 19, 201914, 2020


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


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions, except par values)
 
At December 31,At December 31,
2018 20172019 2018
Assets      
Current assets:      
Cash and cash equivalents$1,161
 $1,925
$2,645
 $1,161
Short-term investments3,350
 3,131
779
 3,350
Trade accounts receivable, net of allowances of $78 and $65, respectively3,257
 2,865
Unbilled accounts receivable
 357
Trade accounts receivable, net of allowances of $67 and $78, respectively3,256
 3,190
Other current assets909
 833
931
 909
Total current assets8,677
 9,111
7,611
 8,610
Property and equipment, net1,394
 1,324
1,309
 1,394
Operating lease assets, net926
 
Goodwill3,481
 2,704
3,979
 3,481
Intangible assets, net1,150
 981
1,041
 1,150
Deferred income tax assets, net442
 418
585
 442
Long-term investments80
 235
17
 80
Other noncurrent assets689
 448
736
 689
Total assets$15,913
 $15,221
$16,204
 $15,846
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable$215
 $210
$239
 $215
Deferred revenue286
 383
313
 286
Short-term debt9
 175
38
 9
Operating lease liabilities202
 
Accrued expenses and other current liabilities2,267
 2,071
2,191
 2,200
Total current liabilities2,777
 2,839
2,983
 2,710
Deferred revenue, noncurrent62
 104
23
 62
Operating lease liabilities, noncurrent745
 
Deferred income tax liabilities, net183
 146
35
 183
Long-term debt736
 698
700
 736
Long-term income taxes payable478
 584
478
 478
Other noncurrent liabilities253
 181
218
 253
Total liabilities4,489
 4,552
5,182
 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, 577 and 588 shares issued and outstanding at December 31, 2018 and 2017, respectively6
 6
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 capital47
 49
33
 47
Retained earnings11,485
 10,544
11,022
 11,485
Accumulated other comprehensive income (loss)(114) 70
(38) (114)
Total stockholders’ equity11,424
 10,669
11,022
 11,424
Total liabilities and stockholders’ equity$15,913
 $15,221
$16,204
 $15,846
The accompanying notes are an integral part of the consolidated financial statements.

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
 
 Year Ended December 31, Year Ended December 31,
 2018 2017 2016 2019 2018 2017
Revenues $16,125
 $14,810
 $13,487
 $16,783
 $16,125
 $14,810
Operating expenses:            
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 9,838
 9,152
 8,108
 10,634
 9,838
 9,152
Selling, general and administrative expenses 3,026
 2,769
 2,731
 2,972
 3,007
 2,697
Restructuring charges 217
 19
 72
Depreciation and amortization expense 460
 408
 359
 507
 460
 408
Income from operations 2,801
 2,481
 2,289
 2,453
 2,801
 2,481
Other income (expense), net:            
Interest income 177
 133
 115
 176
 177
 133
Interest expense (27) (23) (19) (26) (27) (23)
Foreign currency exchange gains (losses), net (152) 67
 (30) (65) (152) 67
Other, net (2) (3) 2
 5
 (2) (3)
Total other income (expense), net (4) 174
 68
 90
 (4) 174
Income before provision for income taxes 2,797
 2,655
 2,357
 2,543
 2,797
 2,655
Provision for income taxes (698) (1,153) (805) (643) (698) (1,153)
Income from equity method investments 2
 2
 1
Income (loss) from equity method investments (58) 2
 2
Net income $2,101
 $1,504
 $1,553
 $1,842
 $2,101
 $1,504
Basic earnings per share $3.61
 $2.54
 $2.56
 $3.30
 $3.61
 $2.54
Diluted earnings per share $3.60
 $2.53
 $2.55
 $3.29
 $3.60
 $2.53
Weighted average number of common shares outstanding—Basic 582
 593
 607
 559
 582
 593
Dilutive effect of shares issuable under stock-based compensation plans
2

2
 3

1

2
 2
Weighted average number of common shares outstanding—Diluted 584
 595
 610
 560
 584
 595
The accompanying notes are an integral part of the consolidated financial statements.

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
 
 Year Ended December 31, Year Ended December 31,
 2018 2017 2016 2019 2018 2017
Net income $2,101
 $1,504
 $1,553
 $1,842
 $2,101
 $1,504
Other comprehensive income (loss), net of tax:            
Foreign currency translation adjustments (65) 111
 (59) 39
 (65) 111
Change in unrealized gains and losses on cash flow hedges (118) 76
 51
 29
 (118) 76
Change in unrealized losses on available-for-sale investment securities 
 (3) 
 8
 
 (3)
Other comprehensive income (loss) (183) 184
 (8) 76
 (183) 184
Comprehensive income $1,918
 $1,688
 $1,545
 $1,918
 $1,918
 $1,688
The accompanying notes are an integral part of the consolidated financial statements.

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except per share data)
 
 Class A Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
  Total Class A Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
  Total
Shares     Amount  Shares     Amount 
Balance, December 31, 2015 609
 $6
 $453
 $8,925
 $(106) $9,278
Net income 
 
 
 1,553
 
 1,553
Other comprehensive income (loss) 
 
 
 
 (8) (8)
Common stock issued, stock-based compensation plans8
 
 176
 
 
 176
Tax benefit, stock-based compensation plans 
 
 24
 
 
 24
Stock-based compensation expense 
 
 217
 
 
 217
Repurchases of common stock (9) 
 (512) 
 
 (512)
Balance, December 31, 2016 608
 6
 358
 10,478
 (114) 10,728
 608
 $6
 $358
 $10,478
 $(114) $10,728
Net income 
 
 
 1,504
 
 1,504
 
 
 
 1,504
 
 1,504
Other comprehensive income (loss) 
 
 
 
 184
 184
 
 
 
 
 184
 184
Common stock issued, stock-based compensation plans 9
 
 189
 
 
 189
 9
 
 189
 
 
 189
Stock-based compensation expense 
 
 221
 
 
 221
 
 
 221
 
 
 221
Repurchases of common stock (29) 
 (719) (1,170) 
 (1,889) (29) 
 (719) (1,170) 
 (1,889)
Dividends declared, $0.45 per share 
 
 
 (268) 
 (268) 
 
 
 (268) 
 (268)
Balance, December 31, 2017 588
 6
 49
 10,544
 70
 10,669
 588
 6
 49
 10,544
 70
 10,669
Cumulative effect of changes in accounting principle (1)
 
 
 
 122
 (1) 121
       122
 (1) 121
Net income 
 
 
 2,101
 
 2,101
 
 
 
 2,101
 
 2,101
Other comprehensive income (loss) 
 
 
 
 (183) (183) 
 
 
 
 (183) (183)
Common stock issued, stock-based compensation plans 6
 
 181
 
 
 181
 6
 
 181
 
 
 181
Stock-based compensation expense 
 
 267
 
 
 267
 
 
 267
 
 
 267
Repurchases of common stock (17) 
 (450) (811) 
 (1,261) (17) 
 (450) (811) 
 (1,261)
Dividends declared, $0.80 per share 
 
 
 (471) 
 (471) 
 
 
 (471) 
 (471)
Balance, December 31, 2018 577
 $6
 $47
 $11,485
 $(114) $11,424
 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.
________________
(1)    Reflects the adoption of accounting standards as described in Note 1 and Note 3.


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



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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Year Ended December 31,Year Ended December 31,
2018 2017 20162019 2018 2017
Cash flows from operating activities:          
Net income$2,101
 $1,504
 $1,553
$1,842
 $2,101
 $1,504
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization498
 443
 379
526
 498
 443
Provision for doubtful accounts13
 15
 12
Deferred income taxes8
 124
 (91)(306) 8
 124
Stock-based compensation expense267
 221
 217
217
 267
 221
Other112
 (86) 46
119
 125
 (71)
Changes in assets and liabilities:          
Trade accounts receivable(365) (249) (330)37
 (365) (249)
Other current assets216
 (181) (104)
Other noncurrent assets(224) (89) (59)
Other current and noncurrent assets159
 (8) (270)
Accounts payable(4) 16
 6
8
 (4) 16
Deferred revenue, current and noncurrent(86) 18
 (38)56
 (86) 18
Other current and noncurrent liabilities56
 671
 54
(159) 56
 671
Net cash provided by operating activities2,592
 2,407
 1,645
2,499
 2,592
 2,407
Cash flows from investing activities:          
Purchases of property and equipment(377) (284) (300)(392) (377) (284)
Purchases of available-for-sale investment securities(1,630) (3,120) (4,231)(333) (1,630) (3,120)
Proceeds from maturity or sale of available-for-sale investment securities1,838
 3,404
 3,982
2,107
 1,838
 3,404
Purchases of held-to-maturity investment securities(1,363) (1,221) (54)(693) (1,363) (1,221)
Proceeds from maturity of held-to-maturity investment securities1,164
 404
 15
1,498
 1,164
 404
Purchases of other investments(513) (385) (884)(483) (513) (385)
Proceeds from maturity or sale of other investments365
 836
 843
501
 365
 836
Payments for business combinations, net of cash acquired, and equity and cost method investments(1,111) (216) (334)(617) (1,111) (216)
Net cash (used in) investing activities(1,627) (582) (963)
Net cash provided by (used in) investing activities1,588
 (1,627) (582)
Cash flows from financing activities:          
Issuance of common stock under stock-based compensation plans181
 189
 176
159
 181
 189
Repurchases of common stock(1,261) (1,889) (512)(2,247) (1,261) (1,889)
Repayment of term loan borrowings and capital lease obligations(91) (95) (57)
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
 (350)
 (75) 75
Proceeds from debt modification25
 
 

 25
 
Debt issuance costs(4) 
 

 (4) 
Dividends paid(468) (265) 
(453) (468) (265)
Net cash (used in) financing activities(1,693) (1,985) (743)(2,569) (1,693) (1,985)
Effect of exchange rate changes on cash and cash equivalents(36) 51
 (30)(34) (36) 51
(Decrease) in cash and cash equivalents(764) (109) (91)
Increase (decrease) in cash and cash equivalents1,484
 (764) (109)
Cash and cash equivalents, beginning of year1,925
 2,034
 2,125
1,161
 1,925
 2,034
Cash and cash equivalents, end of period$1,161
 $1,925
 $2,034
$2,645
 $1,161
 $1,925
          
Supplemental information:          
Cash paid for income taxes during the year$597
 $587
 $845
$870
 $597
 $587
Cash interest paid during the year$21
 $21
 $16
$25
 $21
 $21
The accompanying notes are an integral part of the consolidated financial statements.

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


Note 1 — Business Description and Summary of Significant Accounting Policies
The terms “Cognizant,” “we,” “our,” “us” and “the Company” refer to Cognizant Technology Solutions Corporation and its subsidiaries unless the context indicates otherwise.
Description of Business. We are one of the world’s leading professional services companies, transforming clients’ business, operating and technology models for the digital era. Our industry-based, consultative approach helps customers envision, build and run more innovative and efficient businesses. Our services include digital services and solutions, consulting, application development, systems integration, application testing, application maintenance, infrastructure services and business process services. Digital services are becominghave become an increasingly important part of our portfolio, of services and solutions and are often integrated or delivered alongaligning with our other services.clients' focus on becoming data-enabled, customer-centric and differentiated businesses. We tailor our services and solutions to specific industries and usewith an integrated global delivery model that employs customerclient service and delivery teams based at customer locations and delivery teams located at customerclient locations and dedicated global and regional delivery centers.
Basis of Presentation, Principles of Consolidation and Use of Estimates. The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America ("GAAP")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, and 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 have classified and accounted 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. Our held-to-maturity investment securities are financial instruments for which we have the intent and ability to hold to maturity and we classify these securities with maturities 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.

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

Interest and amortization of premiums and discounts for debt securities are included in interest income.
On a quarterly basis, we evaluate our available-for-sale and held-to-maturity investments for possible other-than-temporary impairment by reviewing quantitative and qualitative factors. If we do not intend to sell the security orand it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate quantitative and qualitative criteria to determine whether we expect to recover the amortized cost basis of the security. If we do not expect to recover the entire amortized cost basis of the security, we consider the security to be other-than-temporarily impaired and we record the difference between the security’s amortized cost basis and its recoverable amount in earnings and the difference between the security’s recoverable amount and fair value in other comprehensive income. If 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 Financial Assets and Liabilities. Cash and certain cash equivalents, trade receivables, accounts payable and other accrued liabilities are short-term in nature and, accordingly, their carrying values approximate fair value.
Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improvement. In India, leasehold land is leased by us from the government of India with lease terms ranging up to 99 years. Lease payments are made at the inception of the lease agreement and amortized over the lease term. Maintenance and repairs are expensed as incurred, while renewals and betterments are capitalized.asset. Deposits paid towards acquisition of long-lived assets and the cost of assets not put in use before 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 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
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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 an implicit interest rate. Therefore, we use our estimated country-specific incremental borrowing rate based on information available at the commencement date of the lease to calculate the present value of the lease payments. In estimating our country-specific incremental borrowing rates, we consider market rates of comparable collateralized borrowings for similar terms. Our lease terms may include the option to extend or terminate the lease before the end of the contractual lease term. Our ROU lease assets and lease liabilities include these options when it is reasonably certain that they will be exercised.
A portion of our real estate lease costs is subject to annual changes in the CPI. The changes to the CPI are treated as variable lease payments and are recognized in the period in which the obligation for those payments is incurred. Other variable lease costs primarily relate to adjustments for common area maintenance, utilities and property tax. These variable costs are recognized in the period in which the obligation for those payments is incurred.
Prior to the adoption of the New Lease Standard on January 1, 2019, we were 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.
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.
Software to be Sold, Leased or Marketed. We capitalize costs incurred after technological feasibility is reached but before software is available for general release to customers,clients, which primarily include coding and testing activities.Once the product is ready for general release, capitalized costs are amortized over the useful life of the software.
Business Combinations. We account for business combinations using the acquisition method, which requires the identification of the acquirer, the determination of the acquisition date and the allocation of the purchase price paid by the acquirer to the identifiable tangible and intangible assets acquired, the liabilities assumed, including any contingent consideration and any noncontrolling interest in the acquiree at their acquisition date fair values. Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Identifiable intangible assets with finite lives are amortized over their 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 carrying value. The Company's proportionate share of the net income or loss of the investee is recorded in the caption "Income (loss) from equity method investments" on our consolidated statements of operations. The investment balance is increased or decreased for cash contributions or distributions to or from these investees.
Long-lived Assets and Finite-lived Intangible Assets. We review long-lived assets and certain finite-lived identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may
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not be recoverable. We recognize an impairment loss when the sum of undiscounted expected future cash flows is less than the carrying amount of such assets.asset groups. The impairment loss is determined as the amount by which the carrying amount of the asset group exceeds theits fair value of the asset.value. Intangible assets consist primarily of customerclient relationships and developed technology, which are being amortized on a straight-line basis over their estimated useful lives.
Goodwill and Indefinite-lived Intangible Assets. We evaluate goodwill and indefinite-lived intangible assets for impairment at least annually, or as circumstances warrant. Goodwill is evaluated at the reporting unit level by comparing the fair value of the reporting unit with its carrying amount including goodwill. An impairment of goodwill exists if the carrying amount of the reporting unit exceeds its fair value. The impairment loss is the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill allocated to that reporting unit. For indefinite-lived intangible assets, if our annual qualitative assessment indicates that it is more-likely-than-not that an indefinite-lived intangible asset is impaired, we test the assets for impairment by comparing the fair value of such assets to their carrying value. If an impairment is indicated, a write down to the fair value of indefinite-lived intangible asset is recorded.
Stock Repurchase Program. Under the Board of Directors authorized stock repurchase program, the Company is authorized to repurchase its Class A common stock through open market purchases, including under a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act, or in private transactions, including through accelerated stock repurchaseASR agreements ("ASRs") entered into with financial institutions, in accordance with applicable 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 customersclients in an amount reflecting the consideration to which we expect to be entitled. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We apply judgment in determining the customer’s ability and intention to pay based on a variety of factors including the customer’s historical payment experience.
For performance obligations where control is transferred over time, revenues are recognized 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.


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 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, testing and 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 value delivered, revenues are recognized as the service is performed based on the cost to cost method described above. The cost 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 and any anticipated losses on contracts are recognized immediately.


Revenues related to fixed-price hosting and infrastructure services are recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with 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 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.


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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 is 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.


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, testing and 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 ASC 606the 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
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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 Receivables,Accounts Receivable, Contract Assets and Contract Liabilities. We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e., only the passage of time is required before payment is due). For example, we recognize a receivable for revenues related to our time and materials and transaction or volume-based contracts when earned regardless of whether amounts have been billed. We present such receivables in "Trade accounts receivable, net" in our consolidated statements of financial position at their net estimated realizable value. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented in "Other current assets" in our consolidated statements of financial position and primarily relate to unbilled amounts on fixed-price contracts utilizing the cost to cost method of revenue recognition. Our contract liabilities, or deferred revenue, consist of advance payments from clients and billings in excess of revenues recognized. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize the revenues. The noncurrent portion

During the fourth quarter of deferred revenue2019, we determined that it is includedpreferable to change our accounting policy to net certain amounts due to customers, such as discounts and rebates, with trade accounts receivable, in "Other noncurrent liabilities" inorder 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 deferred revenuescontract liabilities primarily results from the timing difference between our performance obligations and the customer’sclient’s payment. We receive payments from customersclients based on the terms established in our contracts, which vary by contract type.


Allowance for Doubtful Accounts. We maintain an allowance 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 customerclient creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors. We evaluate the collectability of our trade accounts receivable on an on-going basis and write off accounts when they are deemed to be uncollectable.


CostCosts to Fulfill. Recurring operating costs for contracts with customers are recognized as incurred. Certain eligible, nonrecurring costs incurred in the initial phases of our contracts (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 to evaluatein evaluating the rate of technological and industry change. Capitalized amounts are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows are not sufficient to recover the carrying amount of the capitalized costs to fulfill.


Stock-Based Compensation. Stock-based compensation expense for awards of equity instruments to employees and non-employee directors is determined based on the grant date fair value of those awards. We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.
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 subsidiary’sentity’s functional currency. The subsidiary'sentity's functional currency is the currency of the primary economic environment in which the subsidiaryit 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 subsidiaryentity at historical exchange rates while monetary assets and liabilities
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are remeasured to the functional currency of the subsidiaryentity at current exchange rates. Foreign currency exchange gains or losses from remeasurement are included in the caption "Foreign currency exchange gain (losses), net" on our consolidated 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 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 financial 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 ineffectiveness or excluded portion of a designated cash flow hedge is recognized in net income. Upon occurrence of the hedged transaction, the gains and losses on the derivative are recognized in net income.
Income Taxes. We provide for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred income tax asset will not be realized, a valuation allowance is provided. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. Beginning in 2017, the differences between actual tax benefits realized on employee stock awards and estimated tax benefits at date of grant are adjusted to our provision for income taxes upon vesting or exercise of the stock award.
Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as any related penalties and interest. We adjust these reserves in light of changing facts and circumstances, such as the closing of

a tax audit. To the extent that the final outcome of these matters differs from the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.
Earnings Per Share ("EPS").Share. Basic EPS excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS includes all potential dilutive common stock in the weighted average shares outstanding. 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, 2018 2017 and 20162017 from our diluted EPS calculation. We include performance stock unit awards in the dilutive potential common shares when they become contingently issuable per the authoritative guidance and exclude the awards when they are not contingently issuable.
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Recently Adopted Accounting Pronouncements
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.
See Note 3 forAs a result of the impactadoption, we recorded an adjustment to opening retained earnings of adoption of this standard.approximately $121 million.

NovemberFebruary 2016

Statement of Cash Flows


Leases

January 1, 20182019


Retrospective

This update requires restricted cash to be included with cash and cash equivalents when reconciling the beginning and ending amounts on the statement of cash flows. It also requires a reconciliation of such totals to the amounts on the statement of financial position and disclosure as to the nature of the restrictions.There were no restricted cash balances as of December 31, 2018. The adoption of this update had no impact on our financial statements for the year ended December 31, 2018.
February 2018

Income Statement - Reporting Comprehensive Income
January 1, 2018

In the period of adoption
This update provides an option for entities to reclassify stranded tax effects caused by the recently-enacted Tax Cuts and Jobs Act ("Tax Reform Act") from accumulated other comprehensive income to retained earnings.We have early adopted this update as of January 1, 2018. The adoption resulted in a decrease of $1 million in accumulated other comprehensive income and a corresponding increase of $1 million to opening retained earnings.

New Accounting Pronouncements
Date Issued and TopicEffective DateDescriptionImpact
February 2016

Leases Method


January 1, 2019The new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use ("ROU")ROU asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognizerecognizes interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognizerecognizes 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 (the effective date method).adjustment.
We expect to adoptSee Note 7 for the new standard on January 1, 2019 using the effective date method. Uponimpact of adoption we expect to recognize additional lease assets and liabilities of approximately $750 million to $800 million. We intend to elect the package of practical expedients that permits us not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. We do not expect to elect the use of the hindsight practical expedient.

The new standard also provides practical expedients for an entity’s ongoing accounting. We expect to elect the short-term lease recognition exemption. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities in transition or on an ongoing basis. We also expect to elect the practical expedient that permits us not to separate lease and non-lease components for all of our leases.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 will beare 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.We do not expect theThe adoption of this update todid not have a materialan impact on our consolidated financial statements.
August 2018



Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement ("CCA")CCA that is a Service Contract
Early adoption on January 1, 20202019

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. TheIn addition, this update clarifies that a customer should capitalize certainthe financial statement presentation requirement for capitalized implementation costs and subsequently amortizerelated amortization of such costs overcosts.
The adoption of this update did not have an impact on our consolidated financial statements.
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New Accounting Pronouncement
Date Issued and TopicEffective DateDescriptionImpact
June 2016

Financial Instruments-Credit Losses

January 1, 2020

The new standard requires the termmeasurement 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 hosting arrangement as operating expenses.beginning of the first reporting period in which the guidance is effective.


We do not expect the adoption of this update to have a material impact on our financial statements.




Note 2 — Internal Investigation and Related MattersRevenues

Disaggregation of Revenues
In February 2019, we completed
The tables below present disaggregated revenues from contracts with clients by client location, service line and contract-type for each of our internal investigation focused on whether certain payments relatingbusiness 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, and application testing services as well as software solutions and related services while our outsourcing services include application maintenance, infrastructure and business process services. Revenues are attributed to Company-owned facilities in India were made improperly and in violationgeographic regions based upon client location. Substantially all of the U.S. Foreign Corrupt Practices Act ("FCPA") and other applicable laws. The investigation was conducted under the oversight of the Audit Committee, with the assistance of outside counsel. During the year ended December 31, 2016, we recorded out-of-period corrections relatedrevenue in our North America region relates to $4 million of potentially improper payments between 2009 and 2016 that had been previously capitalized when they should have been expensed. These out-of-period corrections were not material to any previously issued financial statements. There were no adjustments recorded during 2018 and 2017 related to the amounts then under investigation.

On February 15, 2019, we announced a resolution of the previously disclosed investigations by the U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission ("SEC") into the matters that were the subject of our internal investigation. The resolution required the Company to pay approximately $28 million to the DOJ and SEC, an amount

consistent with the Company’s accrual ("FCPA Accrual") recorded during the quarter ended September 30, 2018 and reflectedoperations in the caption "Accrued expenses and other current liabilities" in our consolidated statement of financial position.
United States.
  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

Table of Contents

  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

Note 3 — Revenues

Adoption of Accounting Standards Codification ("ASC") Topic 606, “Revenue from Contracts with Customers” ("New Revenue Standard")

On January 1, 2018, we adopted the New Revenue Standard using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. 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 historic accounting policies. For contracts that were modified before the effective date, the Company aggregated the effect of all contract modifications prior to identifying performance obligations and allocating transaction price in accordance with the practical expedient ASC 606-10-65-1-(f)-4. Upon adoption of the New Revenue Standard on January 1, 2018, we recorded a net increase to opening retained earnings of approximately $121 million, after a tax impact of $37 million. The impact of adoption primarily relates to (1) changes in the method used to measure progress on our fixed-price application maintenance, consulting and business process services contracts, (2) the longer period of amortization for costs to fulfill a contract, (3) the timing of revenue recognition and allocation of purchase price on our software license contracts, (4) the reclassification of balances representing receivables, as defined by the New Revenue Standard, from "Unbilled accounts receivable" to "Trade accounts receivable, net" in our consolidated statement of financial position, (5) the reclassification of balances representing contract assets, as defined by the New Revenue Standard, from "Unbilled accounts receivable" to "Other current assets" in our consolidated statement of financial position, as well as (6) the income tax impact of the above items, as applicable.


The following tables compare the financial statement line items materially affected by the adoption of the New Revenue Standard as of and for the year ended December 31, 2018 to the pro-forma amounts had the previous guidance been in effect ("Pro-forma Amounts"):
  December 31, 2018
  As Reported Pro-forma Amounts Impacts of the New Revenue Standard
  (in millions)
Assets:      
Trade accounts receivable, net(1), (2)
 $3,257
 $3,115
 $142
Unbilled accounts receivable(1), (3)
 
 485
 (485)
Other current assets(2), (3)
 909
 604
 305
Total current assets     (38)
Other noncurrent assets(4)
 689
 615
 74
Total assets     $36
Liabilities:      
Deferred revenue, current(2)
 $286
 $498
 $(212)
Total current liabilities     (212)
Deferred revenue, noncurrent(2)
 62
 108
 (46)
Deferred income tax liabilities, net(5)
 183
 118
 65
Total liabilities     (193)
Stockholders’ equity:      
Retained earnings 11,485
 11,256
 229
Total stockholders’ equity     229
Total liabilities and stockholders’ equity     $36
  Year Ended December 31, 2018
  As Reported Pro-forma Amounts Impacts of the New Revenue Standard
  (in millions)
Revenues(2)
 $16,125
 $16,029
 $96
Cost of revenues (4)
 9,838
 9,876
 (38)
Selling, general and administrative expenses 3,026
 3,026
 
Depreciation and amortization expense 460
 460
 
Income from operations 2,801
 2,667
 134
Other income (expense), net (4) (5) 1
Income before provision for income taxes(5)
 2,797
 2,662
 135
Provision for income taxes (698) (671) (27)
Income (loss) from equity method investment 2
 2
 
Net income $2,101
 $1,993
 $108
Basic earnings per share $3.61
 $3.42
 $0.19
Diluted earnings per share $3.60
 $3.41
 $0.19
(1)Reflects the reclassification of balances representing receivables, as defined byOn January 1, 2018, we adopted the New Revenue Standard from Unbilled accounts receivable to Trade accounts receivable, net.
(2)Reflectsusing the impact of changes in the method used to measure progressmodified retrospective method. Results for reporting periods beginning on our fixed-price application maintenance, consulting and business process services contracts and the timing of revenue recognition and allocation of purchase price on our software license contracts.
(3)Reflects the reclassification of balances representing contract assets, as defined byor after January 1, 2018 are presented under the New Revenue Standard, from Unbilled accounts receivablewhile prior period amounts are not adjusted and continue to Other current assets.
(4)Reflects the impact of a longer period of amortization for costs to fulfill a contract as well as a changebe reported in the methodology of assessing the recoverability of such costs.
(5)Reflects the income tax impact of the above items.accordance with our historical accounting policies.



Costs to Fulfill
The following table presents information related to the capitalized costs to fulfill, such as set-upsetup or transition activities for the year ended December 31, 2018. Costs to fulfill are recorded in Other"Other noncurrent assetsassets" in our consolidated statements of financial position and the amortization expense of costs to fulfill is included in Cost"Cost of revenuesrevenues" in our consolidated statementsstatement of operations. Costs to obtain contracts were immaterial for the periodsperiod disclosed.
  2019 2018
  (in millions)
Beginning balance $400
 $303
Costs capitalized 189
 167
Amortization expense (79) (70)
Impairment charge (25) 
Ending balance $485
 $400
  Costs to Fulfill
  (in millions)
Balance - January 1, 2018 $303
Amortization expense (70)
Costs capitalized 170
Other (3)
Balance - December 31, 2018 $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"Other current assetsassets" 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

  Contract Assets
  (in millions)
Balance - January 1, 2018 $306
Revenues recognized during the period but not billed 285
Amounts reclassified to accounts receivable (282)
Other (4)
Balance - December 31, 2018 $305

Our contract 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) for the period disclosed::
  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

  Deferred Revenue
  (in millions)
Balance - January 1, 2018 $431
Amounts billed but not recognized as revenues 204
Revenues recognized related to the opening balance of deferred revenue (284)
Other (3)
Balance - December 31, 2018 $348
(1)
See the Business Combinations section in Note 1.
Revenues recognized during the year ended December 31, 20182019 for performance obligations satisfied or partially satisfied in previous periods were immaterial.
Remaining Performance Obligations
As of December 31, 2018,2019, the aggregate amount of transaction price allocated to remaining performance obligations, was $1,852$1,647 million, of which approximately 68%70% is expected to be recognized as revenues within 2 years. Disclosure is not required for performance obligations that meet any of the following criteria:
(1)contracts with a duration of one year or less as determined under ASC 606,the New Revenue Standard,
(2)contracts for which we recognize revenues based on the right to invoice for services performed,
(3)variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or
(4)variable consideration in the form of a sales-based or usage based royalty promised in exchange for a license of intellectual property.

Many of our performance obligations meet one or more of these exemptions and therefore are not included in the remaining performance obligation amount disclosed above.
Disaggregation of Revenues

The table below presents disaggregated revenues from contracts with customers by customer location, service line and contract-type for each of our business segments. We believe this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.
  Year Ended
  December 31, 2018
  Financial Services Healthcare Products and Resources Communications, Media and Technology Total
  (in millions)
Revenues          
Geography:          
North America $4,162
 $4,254
 $2,397
 $1,480
 $12,293
United Kingdom 481
 91
 358
 344
 1,274
Rest of 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 (1)
 $3,571
 $2,553
 $2,024
 $1,161
 $9,309
Outsourcing services (2)
 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)Our consulting and technology services include consulting, application development, systems integration, and application testing services as well as software solutions and related services.
(2)Our outsourcing services include application maintenance, infrastructure and business process services.
Note 43 — Business Combinations


All acquisitions completed during the three years ended December 31, 2019, 2018 2017 and 20162017 were not individually or in the aggregate material to our operations or cash flow. Accordingly, pro forma results have not been presented. We have allocated the purchase price related to these transactions to tangible and intangible assets and liabilities, 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 amortizable intangible asset.


2018


2019

In 2018,2019, we completed five business combinations for total consideration of approximately $1,122 million. These acquisitions were (a) Bolder Healthcare Solutions ("Bolder"),acquired 100% ownership in the following:
Mustache, a provider of revenue cycle management solutions to the healthcare industrycreative content agency based in the United States; (b) Hedera Consulting,States, that extends our capabilities in creating original and branded content for digital, broadcast and social mediums (acquired on January 15, 2019).
Meritsoft, a business advisoryfinancial software company based in Ireland, that complements our service offerings to capital markets institutions (acquired on March 4, 2019).
Samlink, a developer of services and data analyticssolutions 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 (acquired on April 1, 2019).
Zenith, a life sciences company based in Ireland, that extends our service providercapabilities for connected biopharmaceutical and medical device manufacturers (acquired on July 29, 2019).
Contino, a technology consulting firm that extends our capabilities in Belgiumenterprise DevOps and the Netherlands; (c) Softvision, a digital engineering and consulting company with significant operations in Romania and India that focusescloud transformation (acquired on agile development of custom cloud-based software and platforms for customers primarily in the United States; (d) ATG, a United States based consulting company that helps companies plan, implement and optimize automated cloud-based quote-to-cash business processes and technologies; and (e) SaaSfocus, a Salesforce services provider in Australia.


October 31, 2019).
The allocationallocations of preliminary purchase price to the fair value of the aggregate assets acquired and liabilities assumed waswere as follows:
 Softvision Bolder Others  Total Weighted Average Useful LifeContino Meritsoft Zenith Others Total Weighted Average Useful Life
 ( dollars in millions) (dollars in millions) 
Cash $4
 $7
 $4
 $15
 $7
 $14
 $9
 $15
 $45
 
Current assets 54
 32
 15
 101
 16
 6
 52
 21
 95
 
Property, plant and equipment and other noncurrent assets 7
 7
 1
 15
 4
 1
 6
 14
 25
 
Non-deductible goodwill 385
 335
 76
 796
 198
 147
 76
 21
 442
 
Customer relationship intangible assets 133
 113
 30
 276
 10.3 years29
 46
 73
 19
 167
 10.7 years
Other intangible assets 9
 17
 1
 27
 3.7 years2
 29
 4
 6
 41
 6.1 years
Trademark 
 9
 
 9
 Indefinite
Current liabilities (47) (11) (9) (67) (11) (3) (35) (22) (71) 
Noncurrent liabilities (4) (37) (9) (50) (10) (12) (17) (10) (49) 
Purchase price $541
 $472
 $109
 $1,122
 
Purchase price, inclusive of contingent consideration$235
 $228
 $168
 $64
 $695
 
For acquisitions completed in 2018,2019, the allocation is preliminary and will be finalized as soon as practicable within the measurement period, but in no event later than one year following the date of acquisition.

2018
In 2018, we completed the following 5 business combinations:
Bolder, a provider of revenue cycle management solutions to the healthcare industry in the United States.
Hedera Consulting, a business advisory and data analytics service provider in Belgium and the Netherlands.
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 allocation of purchase price to the fair value of the aggregate assets acquired and liabilities assumed was as follows:
  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
  


2017


In 2017, we completed fivethe following 5 business combinations for total consideration of approximately $233 million. These acquisitions were (a)combinations:
Brilliant, an intelligent products and solutions company based in Japan specializing in digital strategy, product design and engineering, the internet of things,IoT, and enterprise mobility that expands our digital transformation portfolio and capabilities, (b)capabilities.
Top Tier, a U.S. healthcare management consulting firm that strengthens our consulting service offerings within the healthcare consulting market, (c)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, (d)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, and (e)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
  


 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
2016


In 2016,2017, we completed eight business combinations for total considerationbegan a realignment program with the objective of approximately $287 million. These transactions included (a) an acquisitionimproving our client focus, our cost structure and the efficiency and effectiveness of a global consulting and technology services company that strengthens and expands our digital capabilities to deliver cloud-based application services, (b) three acquisitions of delivery centers spanning several industries such as oil and gas services, steel and metal products, and banking and insurance to enhance our delivery capabilities across Europe along with multi-year service agreements, (c) an acquisitionwhile continuing to drive revenue growth. As part of tangible property, an assembled workforcethe realignment program, we incurred Executive Transition Costs, employee separation costs, employee retention costs and a multi-year service agreementthird 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 qualifiesis 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 a business combination under accounting guidance, (d) an acquisition of a global consulting company that offers digital innovation, strategy, design and technology services, (e) an acquisition of a digital marketing and customer

experience agency that expandswell as our digital business capabilities across Europe, and (f) an acquisition of an Australia-based consulting, business transformation and technology services providerstrategic decision to exit certain content-related services. The 2020 Fit for Growth Plan involves certain measures, which commenced in the insurance industry.fourth quarter of 2019, to optimize our cost structure in order to partially fund these investments and advance our growth agenda.

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 reports used by the chief operating decision maker. Accordingly, such expenses are separately disclosed in our segment reporting as “unallocated costs”. See Note 19.
The allocation of purchase priceCharges related to the fair value of the aggregate assets acquiredour realignment program and liabilities assumed wasour 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 of costs incurred in 2019 related to our exit from certain content-related services.
Changes in our accrued employee separation costs, for both our realignment program and our 2020 Fit for Growth Plan, included in "Accrued expenses and other current liabilities" in our consolidated statement of financial position, are presented in the table below.
 Fair Value Weighted Average Useful Life
 (in millions)  
Cash$17
  
Current assets84
  
Property, plant and equipment and other noncurrent assets53
  
Non-deductible goodwill157
  
Customer relationship intangible assets199
 6.6 years
Other intangible assets1
 3.3 years
Current liabilities(173)  
Noncurrent liabilities(51)  
Purchase price$287
  
  (in millions)
Balance - December 31, 2018 $
Employee separation costs accrued 109
Payments made 62
Balance - December 31, 2019 $47

The accrued employee separation costs as of December 31, 2017 were immaterial.

Note 5 — Realignment Charges
In 2017, we began a realignment of our business to accelerate the shift to digital services and solutions while improving the overall efficiency of our operations. As part of this realignment, we incurred charges that included severance costs, lease termination costs and advisory fees related to non-routine shareholder matters and charges related to the development of our realignment and capital return plans. The total costs related to the realignment are reported in "Selling, general and administrative expenses" in our consolidated statements of operations. The accrued realignment costs as of December 31, 2018 and 2017 were immaterial.
Realignment charges were as follows:
 Years Ended December 31,
 2018 2017
 (in millions)
Severance costs$18
 $53
Advisory fees
 18
Lease termination costs1
 1
Total realignment costs$19
 $72
There were no realignment charges incurred in 2016.

Note 6 — 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

 2018 2017
 (in millions)
Short-term investments:   
Equity investment securities$25
 $25
Available-for-sale investment securities1,760
 1,972
Held-to-maturity investment securities1,065
 745
Time deposits500
(1) 
389
Total short-term investments$3,350
 $3,131
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:   
Equity and cost method investments$74
 $74
Held-to-maturity investment securities6
 161
Total long-term investments$80
 $235
(1)
Includes $414 million and $423 million in restricted time deposits as of December 31, 2018.2019 and December 31, 2018, respectively. See Note 11.


Equity Investment SecuritiesSecurity


Our equity investment securities consist ofsecurity is a U.S. dollar denominated investment in a fixed income mutual fund. UnrealizedRealized and unrealized gains and losses were immaterial for the years ended December 31, 20182019 and 2017 were immaterial. The value of the fixed income mutual fund is based on the net asset value ("NAV") of the fund, with appropriate consideration of the liquidity and any restrictions on disposition of our investment in the fund. There were no realized gains or losses on equity securities during the years ended December 31, 2018 and 2017.2018.


Available-for-Sale Investment Securities


Our available-for-sale investment securities consist of U.S. dollar denominated investments primarily in U.S. Treasury notes, U.S. government agency debt securities, municipal debt securities, non-U.S. government debt securities, U.S. and international corporate bonds, certificates of deposit, commercial paper, debt securities issued by supranational institutions, and asset-backed securities, including securities backed by auto loans, credit card receivables, and other receivables. Our investment guidelines are to purchase securities which are investment grade at the time of acquisition. We monitor the credit ratings of the securities in our portfolio on an ongoing basis.
The amortized cost, gross unrealized gains and losses and fair valueDuring 2019, all of our available-for-sale investment securities either matured or were as follows at December 31:
 2018
 
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


 2017
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 (in millions)
U.S. Treasury and agency debt securities$667
 $
 $(6) $661
Corporate and other debt securities439
 
 (2) 437
Certificates of deposit and commercial paper450
 
 
 450
Asset-backed securities297
 
 (2) 295
Municipal debt securities130
 
 (1) 129
Total available-for-sale investment securities$1,983
 $
 $(11) $1,972
The fair value and related unrealized losses of our available-for-sale investment securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer were as follows as of December 31:
 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)

 2017
 Less than 12 Months 12 Months or More Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 (in millions)
U.S. Treasury and agency debt securities$519
 $(4) $124
 $(2) $643
 $(6)
Corporate and other debt securities297
 (1) 126
 (1) 423
 (2)
Certificates of deposit and commercial paper49
 
 
 
 49
 
Asset-backed securities193
 (1) 94
 (1) 287
 (2)
Municipal debt securities107
 (1) 18
 
 125
 (1)
Total$1,165
 $(7) $362
 $(4) $1,527
 $(11)
The unrealized losses forsold. We determine the above securities as of December 31, 2018 and 2017 are primarily attributable to changes in interest rates. At each reporting date, we perform an evaluation of impaired available-for-sale securities to determine if the unrealized losses are other-than-temporary. As of December 31, 2018, we do not consider anycost of the investments to be other-than-temporarily impaired. The gross unrealized gains and losses insecurities sold based on the above tables were recorded, net of tax, in "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position.

The contractual maturities of our fixed income available-for-sale investment securities as of December 31, 2018 are set forth in the following table:
 
Amortized
Cost
 
Fair
Value
 (in millions)
Due within one year$569
 $567
Due after one year up to two years544
 537
Due after two years up to three years267
 265
Due after three years56
 57
Asset-backed securities336
 334
Total available-for-sale investment securities$1,772
 $1,760
Asset-backed securities were excluded from the maturity categories because the actual maturities may differ from the contractual maturities since the underlying receivables may be prepaid without penalties. Further, actual maturities of debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty.
specific identification method. Proceeds from sales of available-for-sale investment securities and the gross gains and losses that have been included in earnings as a result of those sales were as follows:
  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 at 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


  2018 2017 2016
  (in millions)
Proceeds from sales of available-for-sale investment securities $1,285
 $2,922
 $3,541
       
Gross gains $
 $1
 $5
Gross losses (4) (3) (4)
Net realized (losses) gains on sales of available-for-sale investment securities $(4) $(2) $1


The fair value 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.

Held-to-Maturity Investment Securities

Our held-to-maturity investment securities consist of Indian rupee denominated investments primarily in commercial paper and international corporate bonds and government debt securities.bonds. Our investment guidelines are to purchase securities that are investment grade at the time of acquisition. We 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 investment securities at December 31, 2019 were as follows at December 31:follows:
2018Amortized
Cost
 Unrealized
Gains
 Unrealized
Losses
 Fair
Value
Amortized
Cost
 Unrealized
Gains
 Unrealized
Losses
 Fair
Value
(in millions)
(in millions)
Short-term investments:       
Short-term investments, due within one year:       
Corporate and other debt securities$546
 $
 $
 $546
$101
 $
 $
 $101
Commercial paper519
 
 (1) 518
186
 
 
 186
Total short-term held-to-maturity investments1,065
 
 (1) 1,064
$287
 $
 $
 $287
Long-term investments:       
Corporate and other debt securities6
 
 
 6
Total held-to-maturity investment securities$1,071
 $
 $(1) $1,070

The amortized cost, gross unrealized gains and losses and fair value of held-to-maturity investment securities at December 31, 2018 were as follows:
 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


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


The fair value and related unrealized losses of held-to-maturity investment securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer were as follows as of December 31:31, 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
 $

The fair value and related unrealized losses of held-to-maturity investment securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer were as follows as of December 31, 2018:
 2018
 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)
2017
Less than 12 Months 12 Months or More TotalLess than 12 Months 12 Months or More Total
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
(in millions)(in millions)
Corporate and other debt securities$473
 $(2) $
 $
 $473
 $(2)$263
 $
 $57
 $
 $320
 $
Commercial paper394
 (2) 
 
 394
 (2)268
 (1) 
 
 268
 (1)
Total$867
 $(4) $
 $
 $867
 $(4)$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, 2018.2019.
The contractual maturities of our fixed income held-to-maturity investment securities as of December 31, 2018 are set forth in the following table:
 
Amortized
Cost
 
Fair
Value
 (in millions)
Due within one year$1,065
 $1,064
Due after one year up to two years6
 6
Total held-to-maturity investment securities$1,071
 $1,070


During the years ended December 31, 20182019 and 2017,2018, 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, 20182019 and 2017,2018, we had equity method investments of $66$9 million and $67$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, 20182019 and 2017,2018, we had cost method investments of $8 million and $7 million, respectively.million.

Note 76 — Property and Equipment, net
Property and equipment were as follows as of December 31:
  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

  Estimated Useful Life (Years) 2018 2017
    (in millions)
Buildings 30 $839
 $836
Computer equipment 3 – 5 412
 364
Computer software 3 – 8 721
 594
Furniture and equipment 5 – 9 639
 511
Land   19
 19
Leasehold land lease term 60
 63
Capital work-in-progress   156
 145
Leasehold improvements 
Shorter of the lease term or
the life of the leased asset
 338
 308
Sub-total   3,184
 2,840
Accumulated depreciation and amortization   (1,790) (1,516)
Property and equipment, net   $1,394
 $1,324


Depreciation and amortization expense related to property and equipment was $363 million, $347 million $313 million and $266$313 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively.


The gross amount of property and equipment recorded under finance leases was $30 million as of December 31, 2019. The gross amount of property 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 $44a built-to-suit building lease asset from "Property and equipment, net" to "Operating lease assets, net". See Note 7 for additional information. Accumulated amortization and amortization expense for our finance lease assets was $14 million as of December 31, 20182019 and 2017,$11 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 periods presented.years ended December 31, 2018 and 2017.


The gross amount of property and equipment recorded for software to be sold, leased or marketed reported in the caption "Computer software" above was $85$129 million and $52$85 million, as of December 31, 20182019 and 2017,2018, respectively. Accumulated amortization for software to be sold, leased or marketed was $24$46 million and $12$24 million as of December 31, 20182019 and 2017,2018, respectively. Amortization expense for software to be sold, leased or marketed recorded as property and equipment was $22 million and $14 million for the years ended December 31, 2019 and 2018 respectively, and was immaterial for the year ended December 31, 2017.
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:
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

Our operating lease cost was $264 million for the year ended December 31, 20182019 and included $18 million of variable lease cost. Our short term lease rental expense was $16 million for the year ended December 31, 2019. Lease interest expense related to our finance leases for year ended December 31, 2019 was immaterial.

The following table provides information on the weighted average remaining lease term and weighted average discount rate for our operating leases:
Operating Lease Term and Discount RateDecember 31, 2019
Weighted average remaining lease term6.0 years
Weighted-average discount rate6.0%
The following table provides supplemental cash flow information related to our operating leases:
 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

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 yearsyear ended December 31, 20172019.

The following table provides the schedule of maturities of our operating lease liabilities, under the New Lease Standard, as of December 31, 2019:
 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


As of December 31, 2019, we had $316 million of additional obligations related to operating leases whose lease term had yet to commence and 2016.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.


Note 8 — Goodwill and Intangible Assets, net
Changes in goodwill by our reportable segments were as follows for the years ended December 31, 20182019 and 2017:2018:
Segment January 1, 2019 Goodwill Additions and Adjustments Foreign Currency Translation Adjustments 
Other(1)
 December 31, 2019
  (in millions)
Financial Services $411
 $288
 $(2) $3
 $700
Healthcare 2,469
 86
 
 40
 2,595
Products and Resources 384
 18
 1
 14
 417
Communications, Media and Technology 217
 49
 1
 
 267
Total goodwill $3,481
 $441
 $
 $57
 $3,979
(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
Segment January 1, 2017 Goodwill Additions and Adjustments Foreign Currency Translation Adjustments December 31, 2017
  (in millions)
Financial Services $227
 $27
 $11
 $265
Healthcare 2,089
 13
 4
 2,106
Products and Resources 159
 72
 9
 240
Communications, Media and Technology 79
 11
 3
 93
Total goodwill $2,554
 $123
 $27
 $2,704

To better align our annual goodwill impairment assessment with the timing of our budget process, we elected to change the date of our annual goodwill impairment assessment from December 31st to October 31st. Based on our most recent goodwill impairment assessment performed during 2018,as of October 31, 2019, we concluded that the goodwill in each of our reporting units werewas not at risk of impairment. We have not recognized any impairment losses on our goodwill balances to-date.goodwill.
Components of intangible assets were as follows as of December 31:
  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

  2018 2017
  
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
  (in millions)
Customer relationships $1,277
 $(398) $879
 $1,005
 $(304) $701
Developed technology 355
 (187) 168
 333
 (140) 193
Indefinite life trademarks 72
 
 72
 63
 
 63
Other 64
 (33) 31
 51
 (27) 24
Total intangible assets $1,768
 $(618) $1,150
 $1,452
 $(471) $981


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 million for 2019, $151 million for 2018 and $130 million for 2017 and $113 million for 2016. Of these amounts, during 2018, 2017 and 2016,2017.
The following table provides the estimated amortization of $38 million, $35 million and $20 million, respectively, relating to customer relationship intangible assets attributable to direct revenue contracts with sellers of acquired businesses was recorded as a reduction of revenues.
Estimated amortizationexpense related to our existing intangible assets for the next five years is as follows:years.
  Estimated Amortization
  (in millions)
2020 $144
2021 140
2022 132
2023 90
2024 83
Year Amount
  (in millions)
2019 $167
2020 158
2021 153
2022 137
2023 83





Note 9 — Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities were as follows as of December 31:
2018 20172019 2018
(in millions)(in millions)
Compensation and benefits$1,216
 $1,272
$1,239
 $1,216
Customer volume and other incentives(1)323
 289
251
 256
Derivative financial instruments25
 5
8
 25
FCPA Accrual(2)28
 

 28
Income taxes162
 48
152
 162
Professional fees110
 100
137
 110
Travel and entertainment34
 32
24
 34
Other369
 325
380
 369
Total accrued expenses and other current liabilities$2,267
 $2,071
$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 2014,2018, we entered into a credit agreement with a commercial bank syndicate, (as amended, the "Credit Agreement"), providing for a $1,000 million unsecured term loan and a $750 million unsecured revolving credit facility, which were due to mature in November 2019. In November 2018, we completed a debt refinancing in which we entered into a credit agreement with a new commercial bank syndicate (the "New Credit Agreement")Agreement providing for a $750 million unsecured term loan (the "New Term Loan")Loan and a $1,750 million unsecured revolving credit facility, which are due to mature in November 2023. We are required under the New Credit Agreement to make scheduled quarterly principal payments on the New Term Loan, beginning in December 2019.Loan.
The New Credit Agreement requires interest to be paid, at our option, at either the ABR or the Eurocurrency 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 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 New Credit Agreement). Under the New 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). As the interest rates on our New 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 of December 31, 20182019 and 2017.2018.
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 1.00, or for a period of up to four quarters following certain material acquisitions, 3.75 to 1.00. We were in compliance with all debt covenants and representations of the New Credit Agreement as of December 31, 2018.2019.
In 2019, our India subsidiary entered into a 13 billion Indian rupee ($182 million at the December 31, 2019 exchange rate) working capital facility, which requires us to repay any balances within 90 days from the date of disbursement.
Short-term Debt
The following summarizes our short-term debt balances as 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%

  2018 2017
  AmountWeighted Average Interest Rate AmountWeighted Average Interest Rate
  (in millions)  (in millions) 
Notes outstanding under revolving credit facility $
not applicable
 $75
4.5%
Term loan - current maturities 9
3.3% 100
2.4%
Total short-term debt $9
  $175
 


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
  2018 2017
  (in millions)
Term loan $750
 $800
Less:    
Current maturities (9) (100)
Deferred financing costs (5) (2)
Long-term debt, net of current maturities $736
 $698

The following represents the schedule of maturities of our term loan:
Year Amounts
  (in millions)
2020 $38
2021 38
2022 38
2023 627
  $741
Year Amounts
  (in millions)
2019 $9
2020 38
2021 38
2022 38
2023 627
  $750


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
  2018 2017 2016
  (in millions)
United States $947
 $810
 $752
Foreign 1,850
 1,845
 1,605
Income before provision for income taxes $2,797
 $2,655
 $2,357

The provision for income taxes consisted of the following components for the years ended December 31:
  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
  2018 2017 2016
  (in millions)
Current:      
Federal and state $241
 $767
 $544
Foreign 449
 262
 352
Total current provision 690
 1,029
 896
Deferred:      
Federal and state 1
 102
 (44)
Foreign 7
 22
 (47)
Total deferred provision (benefit) 8
 124
 (91)
Total provision for income taxes $698
 $1,153
 $805
During 2017, the United States enacted the Tax Reform Act, which significantly revised the U.S. corporate income tax law for tax years beginning after December 31, 2017 by (among other provisions):
reducing the U.S. federal statutory corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017;
implementing a modified territorial tax system that includes a one-time transition tax on all accumulated undistributed earnings of foreign subsidiaries;
providing for a full deduction on future dividends received from foreign affiliates;

imposing a U.S. income tax on global intangible low-taxed income ("GILTI"); and
disallowing certain deductions to foreign affiliates under the base erosion anti-avoidance tax ("BEAT").
In 2017, in accordance with the SEC Staff Accounting Bulletin No. 118 - Income Tax Accounting Implications of the Tax Cuts and Jobs Act, we recorded a one-time provisional net income tax expense of $617 million. During 2018, we recognized a $5 million reduction to the provision for income taxes as we finalized our calculation of this one-time net income tax expense bringing the final one-time cost to $612 million. We elected to pay the transition tax on undistributed earnings in installments through the year 2024. Additionally, we have adopted an accounting policy to include the tax on GILTI in the year it is incurred. During 2018, the state of New Jersey enacted comprehensive budget legislation that included various changes to the state's tax laws. This legislation did not have a material effect on our income tax provision for the fourth quarter or the full year.
As a result of the enactment of the Tax Reform Act, our historical and future foreign earnings are no longer subject to U.S. federal income taxes upon repatriation, beyond the one-time transition tax. We therefore reevaluated our assertion that our foreign earnings would be indefinitely reinvested and concluded that our Indian earnings will continue to be indefinitely reinvested while historical accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, are available for repatriation to the United States. Our assertion that our earnings in India continue to be indefinitely reinvested is consistent with our ongoing strategy to expand our Indian operations, including through infrastructure investments. As of December 31, 2018, the amount of unrepatriated Indian earnings was approximately $4,679 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 $980 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.
We are involved in an ongoing dispute with the Indian Income Tax Department ("ITD")ITD in connection with which we received a notice in March 2018 asserting that the ITD is owed additional taxes on our previously disclosed 2016 India Cash Remittance, which was theshare repurchase transaction undertaken by our principal operating subsidiary inCTS India ("CTS India") to repurchase shares from its shareholders which are non-Indian(non-Indian Cognizant entities,entities) valued at $2.8 billion. As a result of that transaction, which was undertaken pursuant to a plan approved by the Madras High Court in Chennai, India, we previously paid $135 million in Indian income taxes which- an amount we believe areincludes all the applicable taxes owed for this transaction under Indian law. TheIn March 2018, we received a communication from the ITD asserting that the ITD is asserting that we oweowed an additional 33 billion Indian rupees ($475463 million at the December 31, 20182019 exchange rate) related toon the 2016 transaction. Immediately thereafter, the ITD placed an attachment on certain of our India Cash Remittance.bank accounts. In addition to the dispute on the 2016 India Cash Remittance,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"), for which we also believe we have paid all the applicable taxes owed. Accordingly, we have not recorded any reserves for these matters as.
In March 2018, the ITD placed an attachment on certain of our India bank accounts, relating to the 2016 India Cash Remittance.
In April 2018, the Madras High Court grantedadmitted our applicationwrit petition for a stay of the actions of the ITD and lifted the ITD’s attachment ofon our bank accounts. As part of the interim stay order, we have deposited 5 billion Indian rupees ($7170 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 India Cash Remittance,transaction, with the ITD. This amount isThese amounts are presented in "Other current assets" onin our consolidated statementstatements of financial position. In addition, in April 2018 the courtCourt also placed a lien on certain time deposits of CTS India in the amount of 28 billion Indian rupees ($404393 million at the December 31, 2019 exchange rate and $404 million at the December 31, 2018 exchange rate), which is the remainder of the disputed tax amount related to the 2016 India Cash Remittance.transaction. The affected time deposits are considered restricted assets and we have reported them in “Short-term investments” onin our consolidated statementstatements of financial position. As of December 31, 2019 and 2018, the restricted time deposits balance was $414 million and $423 million, respectively, including accumulated interest. There were no restricted time depositsa portion of the interest previously earned on such deposits.

In June 2019, the Court dismissed our previously admitted writ petitions on the ITD Dispute, holding that the Company must exhaust other remedies, such as pursuing the matter before other appellate bodies, for resolution of the ITD Dispute prior to intervention by the 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, we appealed the Court’s orders 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.
We believe we have paid all applicable taxes owed on both the 2016 and the 2013 transactions. Accordingly, we have not recorded any reserves for these matters as of December 31, 2017.2019.


The reconciliation between our effective income tax rate and the U.S. federal statutory rate were as follows for the years ended December 31:
  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

  2018 % 2017 % 2016 %
  (Dollars in millions)
Tax expense, at U.S. federal statutory rate $587
 21.0
 $929
 35.0
 $825
 35.0
State and local income taxes, net of federal benefit 56
 2.0
 39
 1.5
 42
 1.8
Non-taxable income for Indian tax purposes (146) (5.2) (216) (8.2) (203) (8.6)
Rate differential on foreign earnings 206
 7.4
 (76) (2.9) (55) (2.3)
Net impact related to the implementation of the Tax Reform Act (5) (0.2) 617
 23.2
 
 
India Cash Remittance 
 
 
 
 238
 10.1
Recognition of previously unrecognized income tax benefits related to uncertain tax positions (12) (0.4) (73) (2.7) (16) (0.7)
Credits and other incentives (19) (0.7) (37) (1.4) (57) (2.4)
Other 31
 1.1
 (30) (1.1) 31
 1.3
Total provision for income taxes $698
 25.0
 $1,153
 43.4
 $805
 34.2

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
  2018 2017
  (in millions)
Deferred income tax assets:    
Net operating losses $13
 $15
Revenue recognition 51
 55
Compensation and benefits 133
 125
Stock-based compensation 17
 14
Minimum alternative tax ("MAT") and other credits 340
 369
Other accrued expenses 60
 22
  614
 600
Less: valuation allowance (11) (10)
Deferred income tax assets, net 603
 590
Deferred income tax liabilities:    
Depreciation and amortization 256
 209
Deferred costs 79
 65
Other 9
 44
Deferred income tax liabilities 344
 318
Net deferred income tax assets $259
 $272

At December 31, 2018,2019, we had foreign and U.S. net operating loss carryforwards of approximately $39 million and $10$80 million, respectively. We have recorded valuation allowances on certain foreign net operating loss carryforwards. As of December 31, 20182019 and 2017,2018, deferred income tax assets related to the MAT carryforwards were approximately $228$176 million and $278$228 million, respectively. The calculation of the MAT includes all profits realized by our Indian subsidiaries and any MAT paid is creditable against future corporate income tax, subject to certain limitations. Our existing MAT assetscarryforwards expire between March 2024 and March 2032 and we expect to fully utilize them within the applicable expiration periods which was extended toof 15 years from 10 years by the 2017 Union Budget of India.years.
Our Indian subsidiaries collectively referred to as Cognizant India, are primarily export-oriented and are eligible for certain income tax holiday benefits granted by the government of India for export activities conducted within Special Economic Zones ("SEZs")SEZs for periods of up to 15 years. Our SEZ income tax holiday benefits are currently scheduled to expire in whole or in part through the year 20262028 and may be extended on a limited basis for an additional five years per unit if certain reinvestment criteria are met. Our Indian profits ineligible for SEZ benefits are subject to corporate income tax at the rate of 34.9%34.94%. In addition, all

Indian profits, including those generated within SEZs, are subject to the MAT, at theMAT. The current rate of 21.6%MAT for the India fiscal years starting on or after April 1, 2019 is 17.47%. For the years ended December 31, 2019, 2018 2017 and 2016,2017, 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 approximately$90 million, $146 million $217 million and $203$217 million, respectively, and increase diluted EPS by $0.16, $0.25 and $0.36, respectively.
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 $0.33, respectively.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.

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 Service are 2012 and onward, and years that remain subject to examination by state authorities vary by state. Years under examination by foreign tax authorities are 2001 and onward. In addition, transactions between our affiliated entities are arranged in accordance with applicable transfer pricing laws, regulations and relevant guidelines. As a result, and due to the interpretive nature of certain aspects of these laws and guidelines, we have pending applications for APAs before the taxing authorities in some of our most significant jurisdictions applications for Advance Pricing Agreements.jurisdictions.
We record incremental tax expense, based upon the more-likely-than-not standard, for any uncertain tax positions. In addition, when applicable, we adjust the previously recorded income tax expense to reflect examination results when the position is effectively settled or otherwise resolved. Our ongoing evaluations of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can result in adjustments that increase or decrease our effective income tax rate, as well as impact our operating results. The specific timing of when the resolution of each tax position will be reached is uncertain.
Changes in unrecognized income tax benefits were as follows for the years ended December 31:
  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
  2018 2017 2016
  (in millions)
Balance, beginning of year $97
 $151
 $139
Additions based on tax positions related to the current year 8
 17
 11
Additions for tax positions of prior years 19
 2
 19
Additions for tax positions of acquired subsidiaries 6
 
 
Reductions for tax positions due to lapse of statutes of limitations (12) (41) (15)
Reductions for tax positions of prior years 
 (32) (1)
Settlements 
 
 
Foreign currency exchange movement (1) 
 (2)
Balance, end of year $117
 $97
 $151

At December 31, 2018,2019, 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, 20182019 and 20172018 was approximately $11$16 million and $8$11 million, respectively, and relates to U.S. and foreign tax matters. The amounts of interest and penalties recorded in the provision for income taxes in 2019, 2018 2017 and 20162017 were immaterial.
Note 12 — Derivative Financial Instruments
In the normal course of business, we use foreign exchange forward 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 risks 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, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which we do business. In addition, all the assets and liabilities related to our foreign exchange forward contracts set forth in the below table are subject to master netting arrangements, such as the International Swaps and Derivatives Association ("ISDA"),ISDA, with each individual counterparty. These master netting arrangements generally provide for net settlement of all outstanding contracts with the counterparty in the case of an event of default or a termination event. We have presented all the assets and liabilities related to our foreign exchange forward contracts 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 our foreign exchange forward contracts.

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
    2018 2017
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 $11
 $
 $134
 $
  Other noncurrent assets 15
 
 20
 
  Accrued expenses and other current liabilities 
 21
 
 
  Other noncurrent liabilities 
 9
 
 
  Total 26
 30
 154
 
Foreign exchange forward contracts - Not designated as cash flow hedging instruments Other current assets 1
 
 
 
  Accrued expenses and other current liabilities 
 4
 
 5
  Total 1
 4
 
 5
Total   $27
 $34
 $154
 $5

Cash Flow Hedges
We have entered into a series of foreign exchange forward 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 rates on future operating costs and are scheduled to mature each month during 20192020 and 2020.2021. Under these contracts, we purchase Indian rupees and sell U.S. dollars. 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 in the same period the forecasted Indian rupee denominated payments are recorded in earnings. As of December 31, 2018,2019, we estimate that $9$21 million, net of tax, of the net lossesgains related to derivatives designated as cash flow hedges reported in the caption "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position is expected to be reclassified into earnings within the next 12 months.
The notional value of our outstanding contracts by year of maturity and the net unrealized gains and losses included in the caption "Accumulated other comprehensive income (loss)" in our consolidated statements of financial position, for such contracts were as follows as of December 31:
 2019 2018
 (in millions)
2019$
 $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)

 2018 2017
 (in millions)
2018$
 $1,185
20191,388
 720
2020780
 
Total notional value of contracts outstanding$2,168
 $1,905
Net unrealized (losses) gains included in accumulated other comprehensive income (loss), net of taxes$(3) $115
Upon settlement or maturity of the cash flow hedge contracts, we record the related gains or losses, based on our designation at the commencement of the contract, with the related hedged Indian rupee denominated expense reported within the caption "Cost of revenues" and "Selling, general and administrative expenses" in our consolidated statements of operations. Hedge ineffectiveness was immaterial for all periods presented.


The following table provides information on the location and amounts of pre-tax gains and losses 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

 
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)
 2018 2017   2018 2017
 (in millions)
Foreign exchange forward contracts - Designated as cash flow hedging instruments$(87) $232
 Cost of revenues $61
 $109
     Selling, general and administrative expenses 10
 20
     Total $71
 $129
The activity related to the change in net unrealized gains and losses on our cash flow hedges included in "Accumulated other comprehensive income (loss)" in our consolidated statements of stockholders 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 Indian rupee and Euro. We entered into a series of foreign exchange forward contracts that are scheduled to mature in 2019.2020. 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)
 2018 2017
 Notional Market Value
 Notional Market Value
 (in millions)
Contracts outstanding$507
 $(3) $255
 $(5)

The following table provides information on the location and amounts of realized and unrealized pre-tax gains and losses 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
  
Location of Net Gains (Losses)
on Derivative Instruments
 
Amount of Net Gains (Losses)
on Derivative Instruments
    2018 2017
    (in millions)
Foreign exchange forward contracts - Not designated as hedging instruments Foreign currency exchange gains (losses), net $31
 $(23)

The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.
Note 13 — Fair Value Measurements
We measure our cash equivalents, certain investments, contingent consideration liabilities and foreign exchange forward contracts at fair value. The authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions.


The fair value hierarchy consists of the following three levels:
Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.


The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2019:
 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)
(1) Includes $414 million in restricted time deposits. See Note 11.

The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2018:
 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
Total cash equivalents103
 100
 
 203
Short-term investments:       
Time deposits(1)

 500
 
 500
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
Total available-for-sale investment securities570
 1,190
 
 1,760
Held-to-maturity investment securities:       
Corporate and other debt securities
 546
 
 546
Commercial paper
 518
 
 518
Total short-term held-to-maturity investment securities
 1,064
 
 1,064
Total short-term investments(2)
570
 2,754
 
 3,324
Long-term investments:       
Held-to-maturity investment securities:       
Corporate and other debt securities
 6
 
 6
Total long-term held-to-maturity investment securities
 6
 
 6
Total long-term investments(3)

 6
 
 6
Derivative financial instruments - foreign exchange forward contracts:       
Other current assets
 12
 
 12
Accrued expenses and other current liabilities
 (25) 
 (25)
Other noncurrent assets
 15
 
 15
Other noncurrent liabilities
 (9) 
 (9)
Total$673
 $2,853
 $
 $3,526
________________
(1) Includes $423 million in restricted time deposits. See Note 11.
(2) Excludes an equity security invested in a mutual fund valued at $25 million based on the NAV of the fund.
(3) Excludes equity and cost method investments of $74 million at December 31, 2018.


The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2017:
 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)
 Level 1 Level 2 Level 3 Total
 (in millions)
Cash equivalents:       
Money market funds$334
 $
 $
 $334
Bank deposits
 80
 
 80
Commercial paper
 386
 
 386
Total cash equivalents334
 466
 
 800
Short-term investments:       
Time deposits
 389
 
 389
Available-for-sale investment securities:       
U.S. Treasury and agency debt securities585
 76
 
 661
Corporate and other debt securities
 437
 
 437
Certificates of deposit and commercial paper
 450
 
 450
Asset-backed securities
 295
 
 295
Municipal debt securities
 129
 
 129
Total available-for-sale investment securities585
 1,387
 
 1,972
Held-to-maturity investment securities:       
Corporate and other debt securities
 345
 
 345
Commercial Paper
 397
 
 397
Total short-term held-to-maturity investment securities
 742
 
 742
Total short-term investments(1)
585
 2,518
 
 3,103
Long-term investments:       
Held-to-maturity investment securities:       
Corporate and other debt securities
 160
 
 160
Total long-term held-to-maturity investment securities
 160
 
 160
Total long-term investments(2)

 160
 
 160
Derivative financial instruments - foreign exchange forward contracts:       
Other current assets
 134
 
 134
Accrued expenses and other current liabilities
 (5) 
 (5)
Other noncurrent assets
 20
 
 20
Total$919
 $3,293
 $
 $4,212
________________
(1)Excludes an equity security invested
Includes $423 million in a mutual fund valued at $25 million based on the NAV of the fund.
(2)Excludes equity and cost method investments of $74 million at December 31, 2017.restricted time deposits. See Note 11


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. The fair value of our equity 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 securities is measured based on relevant trade data, dealer quotes, or model-driven valuations using significant inputs derived from or corroborated by observable market data, such as yield curves and credit spreads. We measure the fair value of our asset-backed securities using model-driven valuations based on significant inputs derived from or corroborated by observable market data such as dealer quotes, available trade information, spread data, current market assumptions on prepayment speeds and defaults and historical data on deal collateral performance. The carrying value of the time deposits approximated fair value as of December 31, 20182019 and 2017.2018.

We estimate the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model calculates the difference between the current market forward price and the contracted forward price for each foreign

exchange contract and applies the difference in the rates to each outstanding contract. The market forward rates include a discount and credit risk factor. The amounts are aggregated by type of contract and maturity.
We estimate the fair value of our contingent consideration liabilities associated with our acquisitions utilizing one or more significant inputs that are unobservable. We calculate the fair value of the contingent consideration 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, 2018 2017 and 2016,2017, there were no transfers among Level 1, Level 2 or Level 3 financial assets and liabilities.

Note 14 — Stockholders' Equity

Stock Repurchase Program
In November 2018, the Board of Directors approved an amendment to the then in effect stock repurchase program. Under this amended stock repurchase program, we are authorized to repurchase $5.5 billion of our Class A common stock, excluding fees and expenses, through December 31, 2020. These share repurchases can be made through open market purchases, including under a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act, or in private transactions, including through ASR agreements entered into with financial institutions, in accordance with applicable federal securities laws. 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, and will depend upon market conditions and other factors. As of December 31, 2018, the remaining available balance under the Board of Directors' authorized stock repurchase program was $2.5 billion.

The Company’s share repurchase activity was as follows for the years ended December 31:
 2018 2017 2016
 Shares Amount Shares Amount Shares Amount
 (in millions)
Open-market share repurchases4
 $275
 
 $
 8
 $440
ASRs12
 900
 28
 1,800
 
 
Share repurchases in connection with stock-based compensation plans1
 86
 1
 89
 1
 72
 17
 $1,261
 29
 $1,889
 9
 $512
In 2018 and 2017, we entered into several ASR agreements, referred to collectively as the 2018 and 2017 ASRs, with certain financial institutions under our stock repurchase program. Under the terms of the 2018 and 2017 ASRs and in exchange for up-front payments of $900 million and $1,800 million, respectively, the financial institutions delivered 12 million and 28 million shares, respectively. The final number of shares repurchased was based on the final volume-weighted average price of the Company's Class A common stock during the purchase period less the negotiated discount. The 2018 and 2017 ASRs met all of the applicable criteria for equity classification, and therefore were not accounted for as derivative instruments. There are no outstanding ASR agreements as of December 31, 2018.

Additionally, stock repurchases were made in connection with our stock-based compensation plans, whereby Company shares were tendered by employees for payment of applicable statutory tax withholdings. In 2017, we also repurchased a limited number of shares from employees at the repurchase date market price. Combined, such repurchases in 2018, 2017 and 2016 totaled approximately 1 million shares each, at an aggregate cost of $86 million, $89 million, and $72 million, respectively.







Accumulated Other Comprehensive Income (Loss)

Changes in "Accumulated other comprehensive income (loss)" by component were as follows for the year ended December 31, 2018:2019:
20182019
Before Tax
Amount
 
Tax
Effect
 
Net of Tax
Amount
Before Tax
Amount
 
Tax
Effect
 
Net of Tax
Amount
(in millions)(in millions)
Foreign currency translation adjustments:          
Beginning balance$(38) $
 $(38)$(108) $5
 $(103)
Change in foreign currency translation adjustments(70) 5
 (65)45
 (6) 39
Ending balance$(108) $5
 $(103)$(63) $(1) $(64)
Unrealized (losses) on available-for-sale investment securities:          
Beginning balance$(11) $4
 $(7)$(12) $4
 $(8)
Cumulative effect of change in accounting principle (1)

 (1) (1)
Net unrealized losses arising during the period(5) 2
 (3)
Reclassification of net losses to Other, net4
 (1) 3
Net gains arising during the period13
 (4) 9
Reclassification of net gains to Other, net(1) 
 (1)
Net change(1) 
 (1)12
 (4) 8
Ending balance$(12) $4
 $(8)$
 $
 $
Unrealized gains (losses) on cash flow hedges:     
Unrealized (losses) gains on cash flow hedges:     
Beginning balance$154
 $(39) $115
$(4) $1
 $(3)
Unrealized (losses) arising during the period(87) 23
 (64)
Unrealized gains arising during the period39
 (7) 32
Reclassifications of net (gains) to:          
Cost of revenues(61) 15
 (46)(3) 1
 (2)
Selling, general and administrative expenses(10) 2
 (8)(1) 
 (1)
Net change(158) 40
 (118)35
 (6) 29
Ending balance$(4) $1
 $(3)$31
 $(5) $26
Accumulated other comprehensive income (loss):          
Beginning balance$105
 $(35) $70
$(124) $10
 $(114)
Other comprehensive income (loss)(229) 45
 (184)92
 (16) 76
Ending balance$(124) $10
 $(114)$(32) $(6) $(38)
(1)
Reflects the adoption of accounting standards as described in Note 1.






Changes in "Accumulated other comprehensive income (loss)" by component were as follows for the years ended December 31, 20172018 and 2016:2017:
 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

 2017 2016
 
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$(149) $
 $(149) $(90) $
 $(90)
Change in foreign currency translation adjustments111
 
 111
 (59) 
 (59)
Ending balance$(38) $
 $(38) $(149) $
 $(149)
Unrealized (losses) on available-for-sale investment securities:           
Beginning balance$(6) $2
 $(4) $(7) $3
 $(4)
Net unrealized (losses) gains arising during the period(7) 3
 (4) 5
 (2) 3
Reclassification of net losses (gains) to Other, net2
 (1) 1
 (4) 1
 (3)
Net change(5) 2
 (3) 1
 (1) 
Ending balance$(11) $4
 $(7) $(6) $2
 $(4)
Unrealized gains (losses) on cash flow hedges:           
Beginning balance$51
 $(12) $39
 $(15) $3
 $(12)
Unrealized gains arising during the period232
 (57) 175
 83
 (19) 64
Reclassifications of net (gains) losses to:           
Cost of revenues(109) 26
 (83) (14) 3
 (11)
Selling, general and administrative expenses(20) 4
 (16) (3) 1
 (2)
Net change103
 (27) 76
 66
 (15) 51
Ending balance$154
 $(39) $115
 $51
 $(12) $39
Accumulated other comprehensive income (loss):           
Beginning balance$(104) $(10) $(114) $(112) $6
 $(106)
Other comprehensive income (loss)209
 (25) 184
 8
 (16) (8)
Ending balance$105
 $(35) $70
 $(104) $(10) $(114)

Note 15 — Commitments and Contingencies
We lease office space and equipment under operating leases, which expire at various dates through the year 2031. Certain leases contain renewal provisions and generally require us to pay utilities, insurance, taxes and other operating expenses. Future minimum payments on our operating leases as of December 31, 2018 were as follows:
 Operating lease obligation
 (in millions)
2019$226
2020197
2021157
2022121
202390
Thereafter197
Total minimum lease payments$988
Rental expense totaled $282 million, $265 million and $227 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Future minimum payments on our capital leases as of December 31, 2018 were as follows:
 Capital lease obligation
 (in millions)
2019$17
202013
202110
20228
20234
Thereafter19
Total minimum lease payments71
Interest(10)
Present value of minimum lease payments$61


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



On February 28, 2019, a ruling of the Supreme Court of India interpreting the India Defined Contribution Obligation altered historical understandings of the obligation, extending it to cover additional portions of the employee’s income. As a result, the ongoing contributions of our affected employees and the Company were required to be increased. In the first quarter of 2019, we accrued $117 million with respect to prior periods, assuming retroactive application of the Supreme Court’s ruling, in "Selling, general and administrative expenses" in our consolidated statements 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’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. During the year ended December 31, 2016, we recorded out-of-period corrections related to $4 million of potentially improper payments between 2009 and 2016 that had been previously capitalized when they should have been expensed. These out-of-period corrections were not material to any previously issued financial statements. There were no adjustments recorded during 2018 and 2017 related to the amounts then under investigation.

On February 15, 2019, weWe 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. TheIn connection with this resolution, required the Company to payin 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 FCPA Accrual.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. In an order dated February 3, 2017, the United States District Court for the District of New JerseyThese complaints were consolidated the three putative securities class actions into a single action and appointed lead plaintiffs and lead counsel. Onon April 7, 2017, the lead plaintiffs filed a consolidated amended complaint on behalf of a putative class of stockholderspersons and entities who purchased our common stock during the period between February 27, 2015 and September 29, 2016, naming us and certain of our current and former officers as defendants and alleging violations of the Exchange Act, based on allegedly false or misleading statements related to potential violations of the FCPA, our business, prospects and operations, and the effectiveness of our internal controls over financial reporting and our disclosure controls and procedures. The lead plaintiffs seek an award of compensatory damages, among other relief, and their reasonable costs and expenses, including attorneys’ fees. Defendants filed a motion to dismiss the consolidated amended complaint on June 6, 2017, and the motion to dismiss was fully briefed as of September 5, 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 pursuant to 28 U.S.C. 1292(b) with the United States Court of Appeals for the Third Circuit. PlaintiffsOn 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 opposition to the petition on November 8, 2018. On November 13, 2018, wesecond amended complaint. We filed a motion for leave to file a reply in support of our petition, and a proposed reply. On November 21, 2018, plaintiffs filed an opposition to our motion for leave to file a reply. The parties are now awaiting a decision fromdismiss the Third Circuitsecond amended complaint on the petition.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 as defendants. OnThese actions were consolidated in an order dated January 24, 2017, the New Jersey Superior Court, Bergen County, consolidated the three putative shareholder derivative actions filed in that court into a single action and appointed lead plaintiff and lead counsel.2017. The complaints assert claims for breach of fiduciary duty, corporate waste, unjust enrichment, abuse of control, mismanagement, and/or insider selling by defendants. On March 16, 2017, the parties filed a stipulation deferring all further proceedings pending a final, non-appealable ruling on the then anticipated motion to dismiss the consolidated putative securities class action. On April 26, 2017, in lieu of ordering the stipulation filed by the parties, the New Jersey Superior Court deferred further proceedings by dismissing the consolidated putative shareholder derivative litigation without prejudice but permitting the parties to file a motion to vacate the dismissal in the future.

On February 22, 2017, a fourthApril 7, 2017 and May 10, 2017, three additional putative shareholder derivative complaint assertingcomplaints alleging similar claims waswere filed in the United States District Court for the District of New Jersey, naming us and certain of our then current directors as defendants. On April 5, 2017, the United States District Court for the District of New Jersey entered an order staying all proceedings pending a final, non-appealable ruling on the then anticipated motion to dismiss the consolidated putative securities class action. On April 7, 2017, a fifth putative shareholder derivative complaint was filed in the United States District Court for the District of New Jersey, naming us, certain of our then current directors, and certain of our current and former directors and officers as defendants. The complaint in that action assertsThese complaints asserted claims similar to those in the previously-filed putative shareholder derivative actions, but also adds a claim for violations of Section 10(b) of the Exchange Act against the individual defendants. On May 10, 2017, a sixth putative shareholder derivative complaint was filed in the United States District Court for the District of New Jersey, naming us, certain of our then current directors, and certain of our current and former officers as defendants. The complaint in that action asserts claims similar to those in the previously-filed putative shareholder derivative actions, but also adds a claim for violations of Section 14(a) of the Exchange Act against the individual defendants.actions. In an order dated June 20, 2017, the United States District Court for the District of New Jersey consolidated the three putative shareholder derivativethese actions filed in that court into a single action, appointed lead plaintiff and lead counsel, and stayed all further proceedings pending a final, non-appealable ruling on the motions to dismiss the consolidated putative securities class action. On October 30, 2018, plaintiffslead plaintiff filed a consolidated verified derivative complaint.
On March 11, 2019, a seventh putative shareholder derivative complaint was filed in the United States District Court for the District of New Jersey, naming us, certain of our current and former directors, and certain of our current and former officers as defendants. The complaint in that action asserts claims similar to those in the previously-filed putative shareholder derivative

actions. On May 14, 2019, the Court approved a stipulation that (i) consolidated District Court action. All ofthis action with the putative shareholder derivative complaints allege among other thingssuits that certainwere previously filed in the United States District Court for the District of our public disclosures were falseNew Jersey; and misleading by failing(ii) stayed all of these suits pending a final, non-appealable order on the motion to disclose that payments allegedlydismiss the second amended complaint in violation of the FCPA had been made and by asserting that management had determined that our internal controls were effective. The plaintiffs seek awards of compensatory damages and restitution to the Company as a result of the alleged violations and their costs and attorneys’ fees, experts’ fees, and other litigation expenses, among other relief.securities class action.


We are presently unable to predict the duration, scope or result of the consolidated putative securities class action, the putative shareholder derivative actions or any other lawsuits. As such, we are presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, and thus have not recorded any accruals related to these matters. While the Company intends to defend the lawsuits vigorously, these lawsuits and any other related lawsuits are subject to inherent uncertainties, the actual cost of such litigation will depend upon many unknown factors and the outcome of the litigation is necessarily uncertain.


We have indemnification and expense advancement obligations pursuant to our Bylawsbylaws and indemnification agreements with respect to certain current and former members of senior management and the Company’s directors. In connection with the

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 Bylawsbylaws to provide funds for legal fees and other expenses. We have expensed such costs incurred through December 31, 2018.2019.


We have maintained directors and officers insurance from whichand have recorded an insurance receivable of $20 million as of December 31, 2019, reported in "Other current assets," related to the recovery of a portion of the indemnification and expense advancement obligationsexpenses and costs related to the putative securities class action complaints may be recoverable, and have recorded an insurance receivable of $4 million as of December 31, 2018.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.


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


In the normal course of business and in conjunction with certain customerclient engagements, we have entered into contractual arrangements through which we may be obligated to indemnify customersclients or other parties with whom we conduct business with respect to certain matters. These arrangements can include provisions whereby we agree to hold the indemnified party and certain of their affiliated entities harmless with respect to third-party claims related to such matters as our breach of certain representations or covenants, our intellectual property infringement, our gross negligence or willful misconduct or certain other claims made against certain parties. Payments by us under any of these arrangements are generally conditioned on the customerclient making a claim and providing us with full control over the defense and settlement of such claim. It is not possible to determine the maximum potential liability under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Historically, we have not made material payments under these indemnification agreements and therefore they have not had anya material impact on our operating results, financial position, or cash flows. However, if events arise requiring us to make payment for indemnification claims under our indemnification obligations in contracts we have entered, such payments could have a material impactadverse effect on our business, results of operations, financial conditionposition and cash flows.flows for a particular period.
Note 16 — Employee Benefits

We contribute to defined contribution plans in the United States and Europe, including 401(k) savings and supplemental retirement plans in the United States. Total expenses for our contributions to these plans were $117 million, $108 million $91 million and $76$91 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively.
We maintain employee benefit plans that cover substantially all India-based employees. The employees’ provident fund, pension and family pension plans are statutorily defined contribution retirement benefit plans. Under the plans, employees contribute up to 12.0% of their baseeligible compensation, which is matched by an equal contribution by the Company. For these plans, we recognized a contribution expense of $101 million, $88 million $86 million and $79$86 million for the years ended December 31, 2019, 2018
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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 2016, respectively.administrative expenses" in our consolidated statements of operations. See Note 15 for further information.
We also maintain a gratuity plan in India that is a statutory post-employment benefit plan providing defined lump sum benefits. We make annual contributions to the employees’ gratuity fund established with a government-owned insurance corporation to fund a portion of the estimated obligation. Accordingly, our liability for the gratuity plan 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, 20182019 and 2017,2018, the amount accrued under the gratuity plan was $141$135 million and $114$141 million, which is net of fund assets of $136$160 million and $138$136 million, respectively. Expense recognized by us was $38 million, $53 million $40 million and $41$40 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively.

Note 17 — Stock-Based Compensation Plans
The Company's 2017 Incentive Award Plan (the "2017 Incentive Plan") and the 2004 Employee Stock Purchase Plan (the "Purchase Plan"), as amended in 2013, provide for the issuance of up to 48.8 million (plus any shares underlying outstanding awards that are forfeited under the Company’s Amended and Restated 2009 Incentive Compensation Plan ("2009 Incentive Plan"))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, 2018,2019, we have 38.734.3 million and 11.88.9 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:
  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
  2018 2017 2016
  (in millions)
Cost of revenues $62
 $55
 $53
Selling, general and administrative expenses 205
 166
 164
Total stock-based compensation expense $267
 $221
 $217
Income tax benefit $66
 $101
 $49
As a result of the adoption of authoritative stock compensation guidance in 2017, we recognized net excess tax benefits upon exercise or vesting of stock-based compensation awards in our income tax provision in the amount of $20 million or $0.03 per share in 2018 and $40 million or $0.07 per share in 2017. In 2016 such excess tax benefits were recorded in additional paid in capital.
Restricted Stock Units and Performance Stock Units
Restricted stock units ("RSUs")We granted RSUs that vest proportionately in quarterly or annual installments overranging from one year to four years.years to employees, including our executive officers. Stock-based compensation expense relating to RSUs is recognized on a straight-line basis over the requisite service period. A summary of the activity for RSUs granted under our stock-based compensation plans as of December 31, 20182019 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, 2018 5.2
 $63.80
Granted 2.8
 74.94
Vested (2.5) 64.05
Forfeited (0.5) 65.93
Unvested at December 31, 2018 5.0
 $69.64


As of December 31, 2018, $2882019, $241 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 21.9 years.
The total vesting date fair value of vested RSUs was $170 million, $194 million $169 million and $138$169 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively. The weighted-average grant date fair value of RSUs granted in 2019, 2018 and 2017 was $64.12, $74.94 and 2016 was $74.94, $67.56, and $55.55, respectively.


We granted performance stock units ("PSUs")PSUs that vest over periods ranging from one year to threefour years to employees, including our executive officers. The vesting of PSUs is contingent on both meeting certain financial performance targets and continued service. Stock-based compensation 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, 20182019 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, 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
  
Number of
Units
(in millions)
 
Weighted Average
Grant Date
Fair Value
(in dollars)
Unvested at January 1, 2018 2.7
 $59.15
Granted 1.8
 81.98
Vested (0.7) 55.87
Forfeited (0.2) 69.86
Reduction due to the achievement of lower than maximum performance milestones (0.3) 60.31
Unvested at December 31, 2018 3.3
 $71.59

As of December 31, 2018, $67 million of2019, we have estimated that the minimum performance threshold will not be achieved for most outstanding PSU awards. Accordingly, the total remaining unrecognized stock-based compensation cost related to PSUs is expected to be recognized over the weighted-average remaining requisite service period of 1 year.immaterial.
The total vesting date fair value of vested PSUs was $82 million, $53 million $60 million and $57$60 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively. The weighted-average grant date fair value of PSUs granted in 2019, 2018 and 2017 was $70.77, $81.98 and 2016 was $81.98, $60.77, and $55.08, 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 fair value of RSUs and PSUs is determined based on the number of stock units granted and the quoted price of our stock at date of grant.
Stock Options andThe Purchase Plan
Stock options granted to employees under our plans vest proportionally over four years, unless specified otherwise, and have an exercise price equal to the fair market value of the common stock on the date of grant. Grants to non-employee directors vest proportionally over two years. Stock-based compensation expense relating to stock options is recognized on a straight-line basis over the requisite service period. As of December 31, 2018, there were 0.2 million stock options outstanding and no remaining unrecognized stock-based compensation cost. The total intrinsic value of options exercised was $29 million, $78 million and $74 million for the years ended December 31, 2018, 2017 and 2016, respectively.
The Purchase Plan provides for eligible employees to purchase shares of Class A common stock at a price of 90% of the lesser of: (a) the fair market value of a share of Class A common stock on the first date of the purchase period or (b) the fair market value of a share of Class A common stock on the last date of the purchase period. Stock-based compensation expense for the Purchase Plan is recognized over the vesting period of three months on a straight-line basis.
The 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, 2017, and 20162017 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
  2018 2017 2016
Dividend yield 1.0% 1.0% 0.0%
Weighted average volatility factor 21.0% 24.3% 26.5%
Weighted average expected life (in years) 0.25
 0.25
 0.25
Weighted average risk-free interest rate 1.9% 0.9% 0.4%
Weighted average grant date fair value $10.87
 $9.23
 $8.74

During the year ended December 31, 2018,2019, we issued 2.72.8 million shares of Class A common stock under the Purchase Plan with a total fair value of approximately $29$28 million.
Note 18 — Related Party Transactions
Brackett B. Denniston, III was the Interim General Counsel and an executive officer of the Company from December 2016 until May 15, 2017, during which period Mr. Denniston was also a Senior Counsel at the law firm of Goodwin Procter LLP ("Goodwin").LLP. During the yearsyear ended December 31, 2017 and December 31, 2016, Goodwin performed legal services for the Company for which it earned approximately $4 million and $2 million, respectively. For such periods, themillion. The provision of legal

services from Goodwin was reviewed and approved by our Audit Committee. During the yearyears 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 duringin 2019 and 2018.
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Note 19 — Segment Information
Our reportable segments are:
Financial Services, which consists of our banking and insurance operating segments;
Healthcare, which consists of our healthcare and life sciences operating segments;
Products and Resources, which consists of our retail and consumer goods,goods; manufacturing, logistics, energy, and logistics,utilities; and travel and hospitality and energy and utilities operating segments; and
Communications, Media and Technology, which includes our communications and media operating segment and our technology operating segment.
Our sales managers, account executives, account managers and project teams are aligned in accordance with the specific industries they serve. Our chief operating decision maker evaluates the Company’sCompany's performance and allocates resources based on segment revenues and operating profit. Segment operating profit is defined as income from operations before unallocated costs. Generally, operating expenses for each operating segment have similar characteristics and are subject to the same factors, pressures and challenges. However, the economic environment and its effects on industries served by our operating segments may affect revenues and operating expenses to differing degrees.

In 2018,2019, 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 changeschange was to charge to our business segments costs that are directly managed and controlled by them. Specifically, segment operating profit now includes the stock-based compensation expense ofcertain benefit, immigration, recruitment and sales managers, account executives, account managers and project teams,field marketing costs, which waswere previously included in "unallocated costs." In addition, we have changed the methodology of allocating costs to our business segments for the use of our global delivery centers and infrastructure from a fixed per employee charge to a variable per employee charge that differs depending on location and assets deployed. We have reported our 20182019 segment operating profits using the new allocation methodology and have restated the 20172018 results to conform to the new methodology. ItAdditionally, we combined our energy and utilities operating segment with our manufacturing and logistics operating segment for our internal reporting. Our products and resources segment, which was previously comprised of four operating segments ((i) retail and consumer goods; (ii) manufacturing and logistics; (iii) travel and hospitality; and (iv) energy and utilities) is impracticable for usnow comprised of three operating segments ((i) retail and consumer goods; (ii) manufacturing, logistics, energy and utilities; and (iii) travel and hospitality). This change reflects how this operating segment is currently managed and reported to restatechief operating decision makers but will not affect our 2016reportable segment operating results as the detailed information required for the allocation of such costs to the segments is not reasonably available.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 administrative expenses, the excess or shortfall of incentive compensation for commercial and delivery personnel 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 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 disclosed 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 segment and geographic area, please see Note 2.

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Revenues from external customers and segment
Segment operating profit, before unallocated costs,profits by reportable segment were as follows:
 2019 2018 
2017(1)
 (in millions)
Financial Services$1,605
 $1,713
 $1,771
Healthcare1,261
 1,416
 1,301
Products and Resources1,028
 1,023
 923
Communications, Media and Technology732
 692
 601
Total segment operating profit4,626
 4,844
 4,596
Less: unallocated costs2,173
 2,043
 2,115
Income from operations$2,453
 $2,801
 $2,481

 
2018(1)
 2017 
2016(2)
 (in millions)
Revenues:     
Financial Services$5,845
 $5,636
 $5,366
Healthcare4,668
 4,263
 3,871
Products and Resources3,415
 3,040
 2,660
Communications, Media and Technology2,197
 1,871
 1,590
Total revenues$16,125
 $14,810
 $13,487
      
Segment Operating Profit:     
Financial Services$1,757
 $1,771
 $1,707
Healthcare1,431
 1,301
 1,153
Products and Resources1,043
 923
 851
Communications, Media and Technology700
 601
 488
Total segment operating profit4,931
 4,596
 4,199
Less: unallocated costs2,130
 2,115
 1,910
Income from operations$2,801
 $2,481
 $2,289
_________________
(1)
Results for 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting policies. See Note 3 for additional information.
(2)As described above, in 20182019 we made changes to the internal measurement of segment operating profits. While we have restated the 20172018 results to conform to the new methodology, it is impracticable for us to restate our 20162017 segment operating results as the detailed information required for the allocation of such costs to the segments is not reasonably available.

Geographic Area Information
Revenues and long-livedLong-lived assets by geographic area wereare as follows:
 2018 2017 2016
 (in millions)
Revenues:(1)
     
North America(2)
$12,293
 $11,450
 $10,546
United Kingdom1,274
 1,150
 1,176
Rest of Europe1,563
 1,248
 969
Europe - Total2,837
 2,398
 2,145
Rest of World(3) 
995
 962
 796
Total$16,125
 $14,810
 $13,487
 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
 2018 2017 2016
 (in millions)
Long-lived Assets:(4)
     
North America(2)
$436
 $360
 $279
Europe105
 63
 52
Rest of World(3)(5) 
853
 901
 980
Total$1,394
 $1,324
 $1,311
_________________
(1)Revenues are attributed to regions based upon customer location.Long-lived assets include property and equipment, net of accumulated depreciation and amortization.
(2)Substantially all relates to the United States.
(3)Includes our operations in Asia Pacific, the Middle East and Latin America.
(4)Long-lived assets include property and equipment, net of accumulated depreciation and amortization.
(5)Substantially all of these long-lived assets relaterelates to our operations in India.


Note 20 — Quarterly Financial Data (Unaudited)


Summarized quarterly results for the two years ended December 31, 20182019 are as follows:
 Three Months Ended   Three Months Ended  
2018(1)
 March 31 June 30 September 30 December 31 Full Year
2019 March 31 June 30 September 30 December 31 Full Year
 (in millions, except per share data) (in millions, except per share data)
Revenues $3,912
 $4,006
 $4,078
 $4,129
 $16,125
 4,110
 $4,141
 $4,248
 $4,284
 $16,783
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 2,401
 2,417
 2,480
 2,540
 9,838
 2,575
 2,629
 2,681
 2,749
 10,634
Selling, general and administrative expenses 711
 805
 734
 776
 3,026
 871
 719
 706
 676
 2,972
Restructuring charges 2
 49
 65
 101
 217
Depreciation and amortization expense 107
 114
 119
 120
 460
 123
 125
 127
 132
 507
Income from operations 693
 670
 745
 693
 2,801
 539
 619
 669
 626
 2,453
Net income 520
 456
 477
 648
 2,101
 441
 509
 497
 395
 1,842
Basic earnings per share $0.89
 $0.78
 $0.82
 $1.12
 $3.61
Diluted earnings per share $0.88
 $0.78
 $0.82
 $1.12
 $3.60
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

  Three Months Ended  
2017 March 31 June 30 September 30 December 31 Full Year
  (in millions, except per share data)
Revenues $3,546
 $3,670
 $3,766
 $3,828
 $14,810
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 2,194
 2,261
 2,337
 2,360
 9,152
Selling, general and administrative expenses 686
 709
 674
 700
 2,769
Depreciation and amortization expense 96
 94
 107
 111
 408
Income from operations 570
 606
 648
 657
 2,481
Net income (loss) (2)
 557
 470
 495
 (18) 1,504
Basic earnings (losses) per share (3)
 $0.92
 $0.80
 $0.84
 $(0.03) $2.54
Diluted earnings (losses) per share (3)
 $0.92
 $0.80
 $0.84
 $(0.03) $2.53
_________________
(1)
Results for 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting policies. See Note 3 for additional information.
(2)
The net loss for the quarter ended December 31, 2017, includes the one-time provisional incremental income tax expense relating to the Tax Reform Act. See Note 11.
(3)The sum of the quarterly basic and diluted earnings (losses) per share for each of the four quarters may not equal the earnings (losses) per share for the year due to rounding.
Note 21 — Subsequent Events


Dividend
On February 4, 2019,3, 2020, our Board of Directors approved the Company's declaration of a $0.20$0.22 per share dividend with a record date of February 21, 201918, 2020 and a payment date of February 28, 2019.2020.

Share Repurchase Program
In February 2020, our Board of Directors increased our stock repurchase program authorization from $5.5 billion to $7.5 billion, excluding fees and expenses, and eliminated the expiration date of the program.


Cognizant Technology Solutions Corporation
Valuation and Qualifying Accounts
For the Years Ended December 31, 2019, 2018 2017 and 20162017
(in millions)
 
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

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:          
2018 $65
 $13
 $
 $
 $78
2017 $48
 $15
 $3
 $1
 $65
2016 $39
 $12
 $
 $3
 $48
Warranty accrual:          
2018 $30
 $32
 $
 $30
 $32
2017 $26
 $30
 $
 $26
 $30
2016 $24
 $28
 $
 $26
 $26
Valuation allowance—deferred income tax assets:          
2018 $10
 $1
 $
 $
 $11
2017 $10
 $
 $
 $
 $10
2016 $10
 $
 $
 $
 $10






F-48F-47