8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 1, 2019

Cognizant Technology Solutions Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-24429	13-3728359
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Glenpointe Centre West 500 Frank W. Burr Blvd. Teaneck, New Jersey		07666
(Address of Principal Executive Offices)		(Zip Code)

(201) 801-0233

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 6, 2019, Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), issued a press release to report the Company’s financial results for the quarter ended December 31, 2018. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.*

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Executive Officer - Brian Humphries

On February 6, 2019, the Company announced that the Board of Directors (the “Board”) has appointed Brian Humphries as the Company’s Chief Executive Officer and as a member of the Board, in each case effective April 1, 2019 (the “Effective Date”).

Mr. Humphries, age 45, has served as Chief Executive Officer, Vodafone Business, and as a member of the Executive Committee of Vodafone Group plc since February 2017. In such capacity, Mr. Humphries is responsible for the strategy, solution development, sales, marketing, partnerships, and the commercial and financial success of Vodafone Business. This consists of all business-to-business Fixed and Mobile customers, as well as Vodafone’s Internet of Things business, Cloud & Security and Carrier Services. Prior to Vodafone, Mr. Humphries spent four years at Dell Technologies where he served as President and Chief Operating Officer, Infrastructure Solutions Group, from September 2016 to February 2017, as President, Global Enterprise Solutions, from July 2014 to September 2016, and as Vice President and General Manager, EMEA Enterprise Solutions, from April 2013 to July 2014. Before joining Dell, Mr. Humphries was with Hewlett-Packard (HP) from 2002 to 2013 where his roles included Senior Vice President, Emerging Markets, Senior Vice President, Strategy and Corporate Development, and Chief of Staff to the Chairman and Chief Executive Officer. He also served as Chief Financial Officer of HP Services. The early part of his career was spent with Compaq and Digital Equipment Corporation. Mr. Humphries holds a Bachelor’s of Business Administration from the University of Ulster, Northern Ireland.

Mr. Humphries’s extensive experience as a senior executive in the technology sector contributed to our Board’s conclusion that he should serve as a director of the Company. There is no arrangement or understanding between Mr. Humphries and any other person pursuant to which Mr. Humphries was elected as Chief Executive Officer or as a director of the Company. Except as described herein, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Mr. Humphries has a direct or indirect material interest. There are no family relationships between Mr. Humphries and any of the directors or officers of the Company or any of its subsidiaries.

In connection with his appointment as Chief Executive Officer, the Company provided Mr. Humphries with an offer letter (the “Offer Letter”) pursuant to which Mr. Humphries has agreed to serve as the Company’s Chief Executive Officer on an at-will basis. Mr. Humphries will be entitled to the following compensation and benefits: (i) an annual base salary in the amount of £800,000; (ii) annual cash incentive compensation with a target of 200% of his annual base salary in accordance with the terms of the Company’s annual cash incentive compensation plan (prorated for his first year of employment); (iii) an equity award in the form of performance-based restricted stock units (“PSUs”) with a target value of $8,000,000, and a payout range from 0% to 200% of the target measured over a four-year performance cycle (the “New Hire Award”); (iv) an equity award consisting of time-based restricted stock units (“RSUs”) with a grant date value of $3,000,000, vesting in substantially equal quarterly installments over the three years following his start date (the “Buyout Award”); and (v) a cash sign-on bonus of $4,000,000 (the “Sign-on Bonus”), of which he must utilize $1,000,000 of the after-tax amount to purchase shares of Company common stock during the first open trading window after the Effective Date.

Of the New Hire Award, 50% will be payable based on the relative total stockholder return of the Company’s common stock compared to the return of the S&P 500 Information Technology Index over the four years starting on the Effective Date, as shown in the following table:

Performance	Relative Performance	% of Target Earned
Maximum	80th Percentile	200%
Target	50th Percentile	100%
Threshold	30th Percentile	50%

The other 50% of the New Hire Award will be payable based on the absolute total stockholder return of the Company’s common stock over the four years starting on the Effective Date, as shown in the following table:

Performance	Absolute Growth	% of Target Earned
Maximum	+100%	200%
Target	+50%	100%
Threshold	+25%	50%

Pursuant to the terms of the Offer Letter, Mr. Humphries is required to hold all shares of common stock received upon vesting of the Buyout Award and that he purchases using the after-tax amount of the Sign-on Bonus for four years following his start date. For the year 2020, the equity component of Mr. Humphries’ compensation will be equity awards with a target grant-date value of $8,000,000, of which 2/3^rds will be PSUs and 1/3^rd will be RSUs, which awards will be on the same terms as the annual equity awards provided for 2020 to the other senior executive officers of the Company. All such awards will be subject to the Company’s 2018 Incentive Award Plan and an award agreement issued thereunder. The Offer Letter provides that upon employment, Mr. Humphries will enter into an Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement in the form generally applicable to executive officers of the Company (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2017), as will be modified to conform to local law and practices in London, England.

Current Chief Executive Officer Transition Agreement - Francisco D’Souza

On February 6, 2019, the Company also announced that 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 (the “Transition Period”).

In connection with Mr. D’Souza’s transition in role, on February 1, 2019, Mr. D’Souza and the Company entered into an amendment to his Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement (such employment agreement, Mr. D’Souza’s “Employment Agreement” and such amendment, the “Transition Agreement”). The Transition Agreement provides that, during the Transition Period, Mr. D’Souza will serve as a mentor and resource for Mr. Humphries and will help facilitate the transition in leadership. Mr. D’Souza will report to the Board. The Board has also agreed, subject to its fiduciary duties to the Company’s stockholders, to (i) nominate, and recommend shareholders vote for, Mr. D’Souza for election to the Board at the 2019 annual meeting and (ii) maintain Mr. D’Souza in the role of non-executive Vice Chairman of the Board through the 2020 shareholder meeting.

Pursuant to the Transition Agreement, Mr. D’Souza will be entitled to the following compensation and benefits for 2019: (i) an annual base salary in the amount of $750,000 (prorated to $375,000 for the expected six months of 2019 prior to the end of the Transition Period); (ii) a target annual bonus of $1,500,000 (prorated to $750,000 for the expected six months of 2019 prior to the end of the Transition Period) with a guaranteed payout at the target level and (iii) an equity award in the form of RSUs with a grant date value of $6,000,000, of which 25% will vest on March 31, 2019 and the remaining portion will vest on June 30, 2019 (the “New Award”). The New Award will be settled in four successive equal quarterly installments on March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019. In addition, subject to Mr. D’Souza’s execution and non-revocation of a release of claims against the Company and his continued compliance with certain restrictive covenants, all of his outstanding equity awards will vest at the end of the Transition Period, except that PSUs for the 2018-2019 performance period, which have an ongoing performance period, will continue to be subject to the applicable performance-vesting criteria.

Upon early termination of the Transition Period by the Company without Cause or by Mr. D’Souza for Good Reason (as such terms are defined in Mr. D’Souza’s Employment Agreement, except with the addition of certain procedural protections to the Cause definition), or upon Mr. D’Souza’s death or disability, in any case, prior to June 30, 2019, Mr. D’Souza will receive the full salary, bonus and equity acceleration that he was entitled to had he remained employed as Executive Vice Chairman through June 30, 2019 (with certain modifications to the treatment of PSUs if there is a change in control of the Company or Mr. D’Souza dies), subject to his execution and non-revocation of a release of claims against the Company and his continued compliance with certain restrictive covenants.

The Transition Agreement also revises the non-competition and non-solicitation covenants in Mr. D’Souza’s Employment Agreement to shorten their duration from 12 months to nine months following the end of his employment with the Company and narrow their scope following the Transition Period so that they will apply only with respect to eight specified

competitors (except that the non-solicitation covenant will continue to apply to the solicitation on behalf of any third party of employees at the level of vice president and above).

Current President Letter Agreement - Rajeev Mehta

On February 6, 2019, the Company also announced that Rajeev Mehta will step down as the Company’s 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 (the “Separation Date”), at which point Mr. Mehta’s employment with the Company will terminate.

In connection with Mr. Mehta’s transition in role, on February 4, 2019, Mr. Mehta and the Company entered into an amendment to the Letter Agreement between Mr. Mehta and the Company, dated June 12, 2018 (the “First Letter Agreement” and such amendment, the “Second Letter Agreement”). Pursuant to the Second Letter Agreement, Mr. Mehta will remain an employee of the Company and will continue to receive his existing base salary and vesting of outstanding equity awards pursuant to their terms through the Separation Date. In addition, subject to Mr. Mehta’s execution and non-revocation of a release of claims against the Company and his continued compliance with certain restrictive covenants as set forth in his Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement dated February 27, 2018 (Mr. Mehta’s “Employment Agreement”), as modified by the First Letter Agreement, if he remains with the Company through the Separation Date: (i) he will receive in early 2020 a prorated bonus for 2019 based on the portion of 2019 that he is employed, (ii) his outstanding equity awards, excluding unvested RSUs that were part of the June 2018 grant to him pursuant to the First Letter Agreement, will vest, except that PSUs for the 2018-2019 performance period, which have an ongoing performance period, will continue to be subject to satisfaction of the applicable performance vesting criteria and will vest, if at all, on a prorated basis based on the portion of the performance period completed prior to the Separation Date (with certain modifications to the treatment of PSUs if there is a change in control of the Company prior to the Separation Date), and (iii) following the Separation Date, he will receive the cash severance benefits to which he would have been entitled upon a termination of employment by the Company without Cause (as defined in his Employment Agreement) as of the Separation Date under his Employment Agreement (an amount equal to his annual base salary, payable over a one-year period in installments, a lump-sum cash amount equal to his target annual cash incentive and 18 months of subsidized healthcare costs).

Item 7.01 Regulation FD Disclosure

On February 6, 2019, the Company issued a press release announcing the appointment of Mr. Humphries as the Company’s Chief Executive Officer and as a member of the Board, in each case effective April 1, 2019. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2.*

Forward-Looking Statements

This Current Report on Form 8-K includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. These statements include, but are not limited to, express or implied forward-looking statements relating to our plans and expectations surrounding the transition, timing, compensation and roles of Brian Humphries, Francisco D’Souza and Rajeev Mehta. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, the failure of the new chief executive officer to join the Company in the timeframe expected, or at all, changes in the regulatory environment, including with respect to immigration and taxes, and the other factors discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes 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 law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Cognizant Technology Solutions Corporation, dated February 6, 2019.
99.2	Press Release of Cognizant Technology Solutions Corporation, dated February 6, 2019.

* The information in Item 2.02, Item 7.01, Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:	/s/ Karen McLoughlin
Name:	Karen McLoughlin
Title:	Chief Financial Officer

Date: February 6, 2019

EX-99.1

Exhibit 99.1

Glenpointe Centre West

500 Frank W. Burr Blvd.

Teaneck, NJ 07666

COGNIZANT REPORTS FOURTH QUARTER AND FULL YEAR 2018 RESULTS

Annual revenue of $16.13 billion, up 8.9% over 2017

Names Brian Humphries as CEO, Succeeding Co-Founder Francisco D’Souza

TEANECK, N.J., February 6, 2019 - Cognizant Technology Solutions Corporation (Nasdaq: CTSH), one of the world’s leading professional services companies, today announced its fourth quarter and full year 2018 financial results.

Highlights - Fourth Quarter2018¹ 

• Quarterly revenue rose to $4.13 billion, up 7.9% (8.8% in constant currency²) from the year-ago quarter.

• Quarterly GAAP diluted EPS was $1.12, compared to $(0.03) in the year-ago quarter.

• Quarterly non-GAAP diluted EPS² was $1.13, compared to $1.03 in the year-ago quarter.

• Quarterly Adjusted Diluted EPS² was $0.98, compared to $0.96 in the year-ago quarter.

Revenue for the fourth quarter of 2018 rose to $4.13 billion, up 7.9% from $3.83 billion in the fourth quarter of 2017. GAAP operating margin was 16.8%, non-GAAP operating margin² was 19.5%, and Adjusted Operating Margin² was 17.0% for the fourth quarter of 2018. Net income was $648 million, or $1.12 per diluted share, compared to a net loss of $(18) million, or $(0.03) per diluted share, in the fourth quarter of 2017. Fourth quarter 2017 GAAP net loss included the one-time incremental income tax expense of $617 million related to the implementation of the U.S. Tax Cuts and Jobs Act. Non-GAAP diluted EPSwas $1.13, compared to $1.03 in the fourth quarter of 2017. Adjusted Diluted EPS was $0.98, compared to $0.96 in the fourth quarter of 2017.

_____________________________

¹ On January 1, 2018, we adopted ASC Topic 606, “Revenue from Contracts with Customers,” or 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. For the three months ended December 31, 2018, adoption of the New Revenue Standard had a positive impact on revenue of $11 million, income from operations of $30 million and diluted earnings per share of $0.04 per share.

² Non-GAAP diluted EPS and non-GAAP operating margin exclude stock-based compensation expense, acquisition-related charges and unusual items, and non-GAAP diluted EPS additionally excludes net non-operating foreign currency exchange gains or losses and the tax effect of the applicable adjustments. Adjusted Diluted EPSand Adjusted Operating Margin exclude only unusual items, and Adjusted Diluted EPS additionally excludes net non-operating foreign currency exchange gains or losses and the tax impact of all the applicable adjustments. 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. Reconciliations of non-GAAP diluted EPS, Adjusted Diluted EPS, non-GAAP operating margin and Adjusted Operating Margin to the corresponding GAAP measures are included at the end of this release.

“Cognizant executed well in 2018, diversifying our revenue base and client roster, and investing to build distinctive leadership in six advanced digital capabilities,” said Francisco D'Souza, Vice Chairman and Chief Executive Officer. “Forming the core of our digital strategy, these capabilities are instrumental in helping clients digitize and transform their entire enterprises, which we call being digital at scale. Digital continues to permeate and power every industry, creating a substantial market opportunity for us across the industries, geographies, and buyer groups we serve. With a disciplined plan for executing our digital strategy, we’ve set Cognizant up for the next stage of sustainable strong growth and value creation.”  

Highlights - Full Year 2018³ 

• Revenue increased to $16.13 billion, up 8.9% (8.5% in constant currency) from 2017.

• GAAP diluted EPS was $3.60, compared to $2.53 in 2017.

• Non-GAAP diluted EPS was $4.57, compared to $3.77 in 2017.

• Adjusted Diluted EPS was $4.02, compared to $3.42 in 2017.

Revenue for 2018 increased to $16.13 billion, up 8.9% from $14.81 billion for 2017. GAAP net income for 2018 was $2.10 billion, or $3.60 per diluted share, compared to $1.50 billion, or $2.53 per diluted share, for 2017. Non-GAAP diluted EPS was $4.57 in 2018, compared to $3.77 in 2017. Adjusted Diluted EPS was $4.02 in 2018, compared to $3.42 in 2017. GAAP operating margin was 17.4%, non-GAAP operating margin was 20.7% and Adjusted Operating Margin was 18.1% for 2018.

First Quarter & Full Year 2019 Outlook

The Company is providing the following guidance:

▪ First quarter 2019 year-over-year revenue growth of 7.5-8.5% in constant currency.⁴

▪ Full year 2019 year-over-year revenue growth of 7.0-9.0% in constant currency.⁴

▪ Full year 2019 Adjusted Diluted EPS⁵ expected to be at least $4.40.

“Our full year 2018 results reflect the on-going execution of our long-term strategy, which is expected to drive sustainable revenue and earnings growth," said Karen McLoughlin, Chief Financial Officer. "In 2018, we continued to focus on operational excellence to drive margin enhancement, while continuing to invest in the business. In addition, we introduced a more balanced capital return program to start in 2019.”

_____________________________

³ For the year ended December 31, 2018, 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.

⁴ Based on current foreign exchange rates, we expect first quarter and full year 2019 revenue growth to be negatively impacted by 170 basis points and 70 basis points, respectively.

⁵ A full reconciliation of Adjusted Diluted EPS guidance to GAAP diluted EPS guidance on a forward-looking basis cannot be provided without unreasonable efforts, as we are unable to provide reconciling information with respect to unusual items, net non-operating foreign currency exchange gains or losses, and the tax effects of these adjustments, all of which are adjustments to Adjusted Diluted EPS.

Executive Changes

The Company announced today that its Board of Directors has appointed Brian Humphries, currently the CEO of Vodafone Business, as its CEO and a member of the Board of Directors, in each case effective April 1, 2019. Following Humphries’ appointment, Francisco D’Souza, who co-founded Cognizant and has served as CEO since 2007, will serve as full-time Executive Vice Chairman to facilitate the transition through June 30, 2019. Thereafter, he will remain on the Board as Vice Chairman. The Company also announced that Rajeev Mehta will step down as the Company's President, effective April 1, 2019. Additional information can be found http://www.cognizant.com/investors/sec-filings.

“Raj has provided Cognizant with his leadership, operational skills, and passion for clients for more than two decades in a variety of operating roles and has served as our president for the past two and a half years," said D'Souza. "We’re grateful to Raj for his countless contributions to the growth and success of Cognizant.

On behalf of the Board, I wish Raj well in his future endeavors."

Return of Capital Program - Dividend

The Company has declared a quarterly cash dividend of $0.20 per share on Cognizant Class A common stock for shareholders of record at the close of business on February 21, 2019. This dividend will be payable on February 28, 2019.

Conference Call

Cognizant will host a conference call on February 6, 2019 at 8:00 a.m. (Eastern) to discuss the Company’s fourth quarter2018 results. To listen to the conference call, please dial (877) 810-9510 (domestically) or (201) 493-6778(internationally) and provide the following conference passcode: “Cognizant Call.”

The conference call will also be available live on the Investor Relations section of the Cognizant website at http://investors.cognizant.com. Please go to the website at least 15 minutes prior to the call to register and to download and install any necessary audio software. An earnings supplement will also be available on the Cognizant website at the time of the conference call.

For those who cannot access the live broadcast, a replay will be available. To listen to the replay, please dial (877) 660-6853 (domestically) or (201) 612-7415 (internationally) and enter 13686264 from two hours after the end of the call until 11:59 p.m. (Eastern) on Wednesday, February 20, 2019. The replay will also be available at Cognizant’s website www.cognizant.com for 60 days following the call.

About Cognizant

Cognizant (Nasdaq-100: CTSH) is one of the world’s leading professional services companies, transforming clients’ business, operating and technology models for the digital era. Our unique industry-based, consultative approach helps clients envision, build and run more innovative and efficient businesses. Headquartered in the U.S., Cognizant is ranked 195 on the Fortune 500 and is consistently listed among the most admired companies in the world. Learn how Cognizant helps clients lead with digital at www.cognizant.com or follow us @Cognizant.

Forward-Looking Statements

This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are

necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. These statementsinclude, but are not limited to, express or implied forward-looking statements relating to our plans and expectations surrounding the transition to a new CEO, our expectations regarding opportunities in the marketplace, investment in and growth of our business, our shift to digital services and solutions, our anticipated financial performance and our capital return program. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, the failure of the new CEO to join the Company in the timeframe expected, or at all, changes in the regulatory environment, including with respect to immigration and taxes, and the other factorsdiscussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes 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 law.

About Non-GAAP Financial Measures

To supplement our financial results presented in accordance with GAAP, this press release includes references to the following measures defined by the Securities and Exchange Commission as non-GAAP financial measures: non-GAAP income from operations, non-GAAP operating margin, non-GAAP diluted earnings per share, or non-GAAP diluted EPS, Adjusted Income From Operations, Adjusted Operating Margin, Adjusted Diluted Earnings Per Share, or Adjusted Diluted EPS, free cash flow and constant currency revenue growth. 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 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 the second quarter of 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 related to the enactment of the Tax Reform Act in the third quarter of 2018 and the fourth quarter of 2017, the effect of the recognition in the first quarter of 2017 of an income tax benefit previously unrecognized in our consolidated financial statements related to a specific uncertain tax position 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 additionally 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.

Management believes 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. Accordingly, we believe that the presentation in the following tables 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 a reconciliation to the most comparable GAAP measures, 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, acquisition-related charges, including amortization of purchased intangibles, and 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.

Contact: David Nelson

VP, Investor Relations & Treasurer

201-498-8840

david.nelson@cognizant.com

- tables to follow -

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions, except per share data)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2018(a)			2017(a)			2018(a)			2017(a)
Revenues	$	4,129		$	3,828		$	16,125		$	14,810
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization expense shown separately below)	2,540			2,360			9,838			9,152
Selling, general and administrative expenses	776			700			3,026			2,769
Depreciation and amortization expense	120			111			460			408
Income from operations	693			657			2,801			2,481
Other income (expense), net:
Interest income	49			36			177			133
Interest expense	(8		)	(5		)	(27		)	(23		)
Foreign currency exchange gains (losses), net	81			26			(152		)	67
Other, net	—			(1		)	(2		)	(3		)
Total other income (expense), net	122			56			(4		)	174
Income before provision for income taxes	815			713			2,797			2,655
Provision for income taxes	(168		)	(732		)	(698		)	(1,153		)
Income from equity method investments	1			1			2			2
Net income (loss)	$	648		$	(18	)	$	2,101		$	1,504
Basic earnings (losses) per share	$	1.12		$	(0.03	)	$	3.61		$	2.54
Diluted earnings (losses) per share	$	1.12		$	(0.03	)	$	3.60		$	2.53
Weighted average number of common shares outstanding - Basic	578			589			582			593
Dilutive effect of shares issuable under stock-based compensation plans	1			—			2			2
Weighted average number of common shares outstanding - Diluted	579			589			584			595

Notes:

(a) On January 1, 2018, we adopted ASC Topic 606, “Revenue from Contracts with Customers,” or 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. For the three months ended December 31, 2018, adoption of the New Revenue Standard had a positive impact on revenue of $11 million, income from operations of $30 million and diluted earnings per share of $0.04 per share. For the twelve months ended December 31, 2018, 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.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(in millions, except par values)

	December 31,    2018(a)			December 31,   2017(a)
Assets
Current assets:
Cash and cash equivalents	$	1,161		$	1,925
Short-term investments	3,350			3,131
Trade accounts receivable, net of allowances of $78 and $65, respectively	3,257			2,865
Unbilled accounts receivable	—			357
Other current assets	909			833
Total current assets	8,677			9,111
Property and equipment, net	1,394			1,324
Goodwill	3,481			2,704
Intangible assets, net	1,150			981
Deferred income tax assets, net	442			418
Long-term investments	80			235
Other noncurrent assets	689			448
Total assets	$	15,913		$	15,221
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	215		$	210
Deferred revenue	286			383
Short-term debt	9			175
Accrued expenses and other current liabilities	2,267			2,071
Total current liabilities	2,777			2,839
Deferred revenue, noncurrent	62			104
Deferred income tax liabilities, net	183			146
Long-term debt	736			698
Long-term income taxes payable	478			584
Other noncurrent liabilities	253			181
Total liabilities	4,489			4,552
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, respectively	6			6
Additional paid-in capital	47			49
Retained earnings	11,485			10,544
Accumulated other comprehensive income (loss)	(114		)	70
Total stockholders’ equity	11,424			10,669
Total liabilities and stockholders’ equity	$	15,913		$	15,221

Notes:

(a) 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 Unbilled 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.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Reconciliations of Non-GAAP Financial Measures

(Unaudited)

(dollars in millions, except per share amounts)

	Three Months Ended   December 31,						Twelve Months Ended   December 31,						Guidance
	2018(a)			2017(a)			2018(a)			2017(a)			Full Year 2019
GAAP income from operations	$	693		$	657		$	2,801		$	2,481
Realignment charges (b)	7			3			19			72
Initial funding of Cognizant U.S. Foundation (c)	—			—			100			—
Adjusted Income From Operations	700			660			2,920			2,553
Stock-based compensation expense (d)	68			60			267			221
Acquisition-related charges (e)	39			34			158			138
Non-GAAP income from operations	$	807		$	754		$	3,345		$	2,912
GAAP operating margin	16.8		%	17.2		%	17.4		%	16.8		%
Effect of realignment charges	0.2			0.1			0.1			0.5			(b)
Effect of initial funding of Cognizant U.S. Foundation	—			—			0.6			—			—
Adjusted Operating Margin	17.0			17.3			18.1			17.3			approximately 19.0%
Effect of stock-based compensation expense	1.6			1.6			1.6			1.5
Effect of acquisition-related charges	0.9			0.8			1.0			0.9
Non-GAAP operating margin	19.5		%	19.7		%	20.7		%	19.7		%
GAAP diluted earnings (losses) per share	$	1.12		$	(0.03	)	$	3.60		$	2.53
Effect of realignment charges and initial funding of Cognizant U.S. Foundation, as applicable, pre-tax	0.01			—			0.20			0.12			(b)
Effect of non-operating foreign currency exchange (gains) losses, pre-tax (f)	(0.14		)	(0.04		)	0.26			(0.12		)	(f)
Tax effect of above adjustments (g)	(0.01		)	(0.01		)	(0.03		)	(0.06		)	(b), (f)
Effect of adjustment to the one-time income tax expense related to the Tax Reform Act (h)	—			1.04			(0.01		)	1.04			—
Effect of recognition of income tax benefit related to an uncertain tax position (i)	—			—			—			(0.09		)	—
Adjusted Diluted Earnings Per Share	0.98			0.96			4.02			3.42			at least $4.40
Effect of stock-based compensation expense and acquisition-related charges, pre-tax	0.18			0.16			0.73			0.60
Tax effect of stock-based compensation expense and acquisition-related charges (g)	(0.03		)	(0.09		)	(0.18		)	(0.25		)
Non-GAAP diluted earnings per share	$	1.13		$	1.03		$	4.57		$	3.77

Notes:

(a) 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.

(b) Realignment charges include severance costs, lease termination costs, and advisory fees related to non-routine shareholder matters and to the development of our realignment and return of capital programs, as applicable. Our 2017 and 2018 realignment initiatives were targeted at improving our cost structure primarily by optimizing our resource pyramid. The total costs related to the realignment are reported in "Selling, general and administrative expenses" in our consolidated statements of operations. We may continue to incur realignment charges in 2019. While we cannot provide realignment charges on a forward-looking basis without unreasonable effort because the amount and timing of such charges are uncertain, we expect to incur approximately $25 million in compensation and benefits costs associated with the CEO transition and the departure of our President in 2019.

(c) During the second quarter of 2018, we provided $100 million of initial funding to Cognizant U.S. Foundation, which is focused on science, technology, engineering and math (or collectively, STEM) in the United States. This funding is not expected to recur at this magnitude in the foreseeable future.

(d) Stock-based compensation expense reported in:

	Three Months Ended  December 31,				Twelve Months Ended   December 31,
	2018		2017		2018		2017
Cost of revenues	$	16	$	14	$	62	$	55
Selling, general and administrative expenses	52		46		205		166

(e) Acquisition-related charges include, amortization of purchased intangible assets included in the depreciation and amortization expense line on our consolidated statements of operations, external deal costs, acquisition-related retention bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired intangible assets and other acquisition-related costs, as applicable.

(f) Non-operating foreign currency exchange gains or losses, inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes, are reported in "Foreign currency exchange gains (losses), net" in our consolidated statements of operations. Non-operating foreign currency exchange gains and losses are subject to high variability and low visibility and therefore cannot be provided on a forward-looking basis without unreasonable efforts.

(g) Presented below are the tax impacts of each of our non-GAAP adjustments to pre-tax income:

	Three Months Ended  December 31,				Twelve Months Ended   December 31,
	2018		2017		2018			2017
Non-GAAP income tax benefit (expense) related to:
Realignment charges	$	2	$	1	$	5		$	25
Initial funding of Cognizant U.S. Foundation	—		—		28			—
Foreign currency exchange gains and losses	3		6		(12		)	10
Stock-based compensation expense	13		41		66			101
Acquisition-related charges	10		13		38			48

The effective 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.

(h) During the fourth quarter of 2017, in connection with the enactment of the Tax Reform Act, we recorded a one-time provisional net income tax expense of $617 million comprised of: (i) the one-time transitional tax expense on accumulated undistributed earnings of foreign subsidiaries of $635 million and (ii) foreign and U.S. state income tax expense that will be applicable upon repatriation of the accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, of $53 million, partially offset by (iii) an income tax benefit of $71 million resulting from the revaluation of U.S. net deferred income tax liabilities to the new lower U.S. income tax rate. During the third quarter of 2018, we finalized our calculation of this one-time net income tax expense and recognized a $5 million income tax benefit, which reduced our provision for income taxes.

(i) During the first quarter of 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 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.

The above tables serve to reconcile the Non-GAAP financial measures to comparable GAAP measures. Please refer to the “About Non-GAAP Financial Measures” section of our press release for further information on the use of these Non-GAAP measures.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Schedule of Supplemental Information

(Unaudited)

(dollars in millions)

	Three Months Ended December 31, 2018(a)
					Year over Year
	$		% of total		% Change		Constant Currency % Change (b)
Revenues by Segment:
Financial Services	$	1,451	35.1	%	1.7	%	2.8	%
Healthcare	1,202		29.1	%	6.8	%	7.0	%
Products and Resources	891		21.6	%	13.9	%	15.4	%
Communications, Media and Technology	585		14.2	%	18.4	%	20.1	%
Total Revenues	$	4,129			7.9	%	8.8	%
Revenues by Geography:
North America	$	3,144	76.1	%	6.7	%	6.7	%
United Kingdom	330		8.0	%	15.0	%	17.9	%
Rest of Europe	410		9.9	%	18.8	%	22.3	%
Europe- Total	740		17.9	%	17.1	%	20.3	%
Rest of World	245		5.9	%	(1.6	)%	4.7	%
Total Revenues	$	4,129			7.9	%	8.8	%

	Twelve Months Ended December 31, 2018(a)
					Year over Year
	$		% of total		% Change		Constant Currency % Change (b)
Revenues by Segment:
Financial Services	$	5,845	36.2	%	3.7	%	3.4	%
Healthcare	4,668		28.9	%	9.5	%	9.3	%
Products and Resources	3,415		21.2	%	12.3	%	11.7	%
Communications, Media and Technology	2,197		13.6	%	17.4	%	17.0	%
Total Revenues	$	16,125			8.9	%	8.5	%
Revenues by Geography:
North America	$	12,293	76.2	%	7.4	%	7.4	%
United Kingdom	1,274		7.9	%	10.8	%	7.6	%
Rest of Europe	1,563		9.7	%	25.2	%	22.2	%
Europe- Total	2,837		17.6	%	18.3	%	15.2	%
Rest of World	995		6.2	%	3.4	%	6.1	%
Total Revenues	$	16,125			8.9	%	8.5	%

Employee Metrics:	December 31, 2018	December 31, 2017
Number of employees	281,600	260,000

Notes:

(a) 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.

(b) Constant currency revenue growth is not a measurement of financial performance prepared in accordance with GAAP. See “About Non-GAAP Financial Measures” for more information.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)

	Three Months Ended  December 31,						Twelve Months Ended  December 31,
	2018			2017			2018			2017
Cash flows from operating activities:
Net income (loss)	$	648		$	(18	)	$	2,101		$	1,504
Adjustments for non-cash income and expenses	85			318			898			717
Changes in assets and liabilities	(31		)	536			(407		)	186
Net cash provided by operating activities	702			836			2,592			2,407
Cash flows from investing activities:
Purchases of property and equipment	(96		)	(80		)	(377		)	(284		)
Net sales (purchases) of investments	178			64			(139		)	(82		)
Payments for business combinations, net of cash acquired	(632		)	(144		)	(1,111		)	(216		)
Net cash (used in) investing activities	(550		)	(160		)	(1,627		)	(582		)
Cash flows from financing activities:
Repurchases of common stock	(267		)	(332		)	(1,261		)	(1,889		)
Net change in borrowings and capital lease obligations	19			42			(145		)	(20		)
Dividends paid	(116		)	(86		)	(468		)	(265		)
Issuance of common stock under stock-based compensation plans	39			43			181			189
Net cash (used in) financing activities	(325		)	(333		)	(1,693		)	(1,985		)
Effect of exchange rate changes on cash and cash equivalents	(5		)	5			(36		)	51
Increase (decrease) in cash and cash equivalents	(178		)	348			(764		)	(109		)
Cash and cash equivalents, beginning of period	1,339			1,577			1,925			2,034
Cash and cash equivalents, end of period	$	1,161		$	1,925		$	1,161		$	1,925

Supplemental Cash Flow Information

(in millions)

	Three Months Ended
Stock Repurchases under Board of Directors' authorized stock repurchase program:	December 31, 2018		December 31, 2017
Number of shares repurchased	3.6		3.6
Remaining authorized balance	$	2,525

Reconciliation of Free Cash Flow Non-GAAP Financial Measure

(in millions)

	Three Months Ended  December 31,						Twelve Months Ended  December 31,
	2018			2017			2018			2017
Net cash provided by operating activities	$	702		$	836		$	2,592		$	2,407
Purchases of property and equipment	(96		)	(80		)	(377		)	(284		)
Free cash flow	$	606		$	756		$	2,215		$	2,123

EX-99.2

Exhibit 99.2

Glenpointe Centre West

500 Frank W. Burr Blvd.

Teaneck, NJ 07666

COGNIZANT NAMES BRIAN HUMPHRIES AS CEO,

SUCCEEDING COMPANY CO-FOUNDER FRANCISCO D’SOUZA

CEO of Vodafone Business, Humphries is a Technology Veteran with Global Perspective and Broad Range of Experience

Company Well-Positioned for Continued Success Following D’Souza’s 12-Year CEO Tenure; D’Souza to Remain Cognizant Vice Chairman of the Board

Teaneck, NJ, February 6, 2019 - Cognizant (Nasdaq: CTSH), a leading provider of information technology, consulting and business process services, announced today that its Board of Directors has named Brian Humphries, currently the CEO of Vodafone Business, as its CEO and a member of the Board of Directors.Humphries’ appointments will be effective April 1, 2019.

Following Humphries’ appointment, Francisco D’Souza, who co-founded Cognizant and has served as CEO since 2007, will serve as full-time Executive Vice Chairman to facilitate the transition through June 30, 2019. Thereafter, he will remain on the Board as Vice Chairman.

As CEO of Vodafone Business, Humphries has been responsible for its global enterprise, consisting of all business-to-business fixed and mobile customers, as well as Vodafone’s Internet of Things, Cloud-Hosting, Carrier Services and Security Solutions. Vodafone Business is part of Vodafone Group, one of the world’s largest telecommunications companies. During his time leading Vodafone Business, the division accounted for nearly a third of the Vodafone Group’s service revenue with approximately €12 billion in sales globally. Humphries previously held leadership positions at global technology leaders Dell and Hewlett-Packard.

“With a strong track record of success across different companies, cultures and roles, Brian is the right executive to lead Cognizant and build on its 25 years of growth, success and innovation,” said Michael Patsalos-Fox, Cognizant’s Chairman of the Board. “Our industry is entering a dynamic new growth stage. Brian is a broadly experienced technology executive with a proven track record of driving enterprise-wide transformation through focused execution, often in challenging and highly competitive market segments. Brian brings a global perspective and a keen knowledge of our businesses and the technologies with which

we innovate. We’re confident he has the ideas, energy, ambition and insights to extend the remarkable track record of success under Frank’s leadership.”

“It is an honor and a privilege to join Cognizant, which has been at the forefront of the digital revolution - driving innovative and transformational change for many of the largest enterprises in the world,” said Humphries. “Cognizant is renowned for being laser-focused on its clients’ needs, developing business solutions and services that help clients position their companies for the future. I look forward to building on the great work and collaboration Cognizant has with clients, the development of innovative solutions and its operational execution and strength. The opportunity to lead Cognizant is an exciting one.”

D’Souza said, “During my 25 years at Cognizant, including the last 12 as CEO, and the last seven months as Vice Chairman, I’ve had a bird’s-eye view of the world-changing technology revolution that is reshaping how we work, live and play. Cognizant has been fortunate to play a leading role in that transformation. While I have enjoyed serving as CEO, I believe this is the right time for me to step aside and for the Company to name a new leader to build on the strong foundations we’ve created and take Cognizant into the future.”

D’Souza added, “The Company has the strategy and people in place to continue to deliver innovative technologies and solutions that help our customers realize their full potential in a digital world. I know Brian will help Cognizant deliver on its commitments to our clients and continue to build value for our shareholders. I am committed to continuing to support Cognizant as we make this transition and beyond as Vice Chairman of the Board. I want to thank Michael Patsalos-Fox and our fellow Board members for their support and my many colleagues for their engagement and hard work, which have made Cognizant the success it is today.”

Patsalos-Fox, said, “On behalf of the entire Board, I would like to thank Frank for his incredible dedication and pioneering leadership of the Company. During his tenure as CEO, the Company increased annual revenue over ten times what it was when he took over, becoming a Fortune 200 company. And, for 11 years, the Company has been named as one of Fortune’s Most Admired Companies. We are grateful that Frank has agreed to continue to serve on the Board and fortunate that we will continue to benefit from his experience and energy."

Brian Humphries’ Experience and Expertise

Brian Humphries is a customer-centric, goal-oriented chief executive with diverse leadership experience, gained from general manager, sales, strategy, finance and operations roles for a number of global technology companies. In his work at Vodafone, Humphries supported national, regional and global organizations, including emerging markets; successfully building and leading highly effective teams to drive growth and market share performance.

Humphries joined Vodafone from Dell where he most recently held the position of President and Chief Operating Officer of its Infrastructure Solutions Group, based in Boston and Geneva. Previously, he was President of Dell’s Global Enterprise Solutions, a group with approximately $15 billion in revenue, and before that he was Vice President and General Manager, EMEA Enterprise Solutions.

Before joining Dell, Humphries was with Hewlett-Packard where his roles included Senior Vice President, Emerging Markets; Senior Vice President, Strategy and Corporate Development; and Chief of Staff to the Chairman and Chief Executive. He also served as Chief Financial Officer of HP Services. The early part of his career was spent with Compaq and Digital Equipment Corporation.

He received his Bachelors of Business Administration with Honors, from the University of Ulster in 1996.

Francisco D’Souza’s Accomplishments

During 12 years as Cognizant CEO, D’Souza has overseen a continuous period of growth, innovation and success. Among the highlights:

• Oversaw 10x growth in revenues - from $1.42 billion in 2006 to $16.1 billion in 2018.

• Increased global headcount from 39,000 in 2006 to 282,000 in 2018.

• Company named as one of Fortune’s Most Admired Companies for11 years.

Overall, Cognizant’s market value has increased more than 400x since its 1998 IPO valuation.

About Cognizant

Cognizant (Nasdaq-100: CTSH) is one of the world's leading professional services companies, transforming clients' business, operating and technology models for the digital era. Our unique industry-based, consultative approach helps clients envision, build and run more innovative and efficient businesses. Headquartered in the U.S., Cognizant is ranked 195 on the Fortune 500 and is consistently listed among the most admired companies in the world. Learn how Cognizant helps clients lead with digital at www.cognizant.com or follow us @Cognizant.

Forward-Looking Statements

This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. These statements include, but are not limited to, express or implied forward-looking statements relating to our expectations regarding Mr. Humphries joining Cognizant, Mr. D’Souza’s future roles with Cognizant and the implications to Cognizant of the anticipated change in the chief executive officer. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, the failure of the new executive to join the Company in the timeframe expected, or at all, changes in the regulatory environment, including with respect to immigration and taxes, and the other factors discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes 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 law.

For further information, contact:

U.S.: Rick Lacroix +1-201-470-8961 richard.lacroix@cognizant.com Europe: Grazia Valentino-Boschi + 33 (0)6 07 85 80 63 grazia@cognizant.com Asia-Pacific: Harsh Kabra +91-855-188-2111 harsh.kabra@cognizant.com

Investors:

David Nelson

+1-201-498-8840

david.nelson@cognizant.com