10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2015
¨	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) 801-0233

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No:  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No:  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨ No  ý

Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of April 30, 2015:

Class	Number of Shares
Class A Common Stock, par value $.01 per share	610,517,593

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Financial Position (Unaudited) as of March 31, 2015 and December 31, 2014	1
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2015 and 2014	2
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2015 and 2014	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2015 and 2014	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6.	Exhibits	35
SIGNATURES		36

PART I. FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited).

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(in millions, except par values)

	March 31,    2015			December 31,   2014
Assets
Current assets:
Cash and cash equivalents	$	1,271.4		$	2,010.1
Short-term investments	2,078.4			1,764.6
Trade accounts receivable, net of allowances of $31.5 and $36.9, respectively	2,059.9			1,968.7
Unbilled accounts receivable	388.2			324.6
Deferred income tax assets, net	271.7			329.7
Other current assets	336.9			352.6
Total current assets	6,406.5			6,750.3
Property and equipment, net of accumulated depreciation of $895.1 and $852.1, respectively	1,268.0			1,247.2
Goodwill	2,403.6			2,413.6
Intangible assets, net	928.4			953.7
Deferred income tax assets, net	153.3			144.4
Other noncurrent assets	223.6			209.7
Total assets	$	11,383.4		$	11,718.9
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	181.4		$	145.7
Deferred revenue	330.9			224.1
Short-term debt	150.0			700.0
Accrued expenses and other current liabilities	1,221.8			1,522.3
Total current liabilities	1,884.1			2,592.1
Deferred revenue, noncurrent	47.3			81.0
Deferred income tax liabilities, net	237.3			251.7
Long-term debt	925.0			937.5
Other noncurrent liabilities	111.2			116.4
Total liabilities	3,204.9			3,978.7
Commitments and contingencies (See Note 8)
Stockholders’ Equity:
Preferred stock, $0.10 par value, 15.0 shares authorized, none issued	—			—
Class A common stock, $0.01 par value, 1,000.0 shares authorized, 610.5 and 609.4 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively	6.1			6.1
Additional paid-in capital	607.2			555.6
Retained earnings	7,684.5			7,301.6
Accumulated other comprehensive income (loss)	(119.3		)	(123.1		)
Total stockholders’ equity	8,178.5			7,740.2
Total liabilities and stockholders’ equity	$	11,383.4		$	11,718.9

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

1

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions, except per share data)

	Three Months Ended   March 31,
	2015			2014
Revenues	$	2,911.4		$	2,422.3
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization expense shown separately below)	1,727.2			1,432.4
Selling, general and administrative expenses	610.8			485.4
Depreciation and amortization expense	73.1			44.5
Income from operations	500.3			460.0
Other income (expense), net:
Interest income	18.0			13.5
Interest expense	(5.0		)	—
Foreign currency exchange gains (losses), net	(2.2		)	(1.2		)
Other, net	(0.5		)	0.9
Total other income (expense), net	10.3			13.2
Income before provision for income taxes	510.6			473.2
Provision for income taxes	127.7			124.3
Net income	$	382.9		$	348.9
Basic earnings per share	$	0.63		$	0.57
Diluted earnings per share	$	0.62		$	0.57
Weighted average number of common shares outstanding - Basic	609.6			607.7
Dilutive effect of shares issuable under stock-based compensation plans	4.3			5.2
Weighted average number of common shares outstanding - Diluted	613.9			612.9

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

2

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in millions)

	Three Months Ended   March 31,
	2015			2014
Net income	$	382.9		$	348.9
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(40.8		)	1.5
Change in unrealized losses on cash flow hedges, net of taxes	42.2			107.0
Change in unrealized gains and losses on available-for-sale securities, net of taxes	2.4			0.5
Other comprehensive income (loss)	3.8			109.0
Comprehensive income	$	386.7		$	457.9

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

3

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)

	For the Three Months Ended   March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	382.9		$	348.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	75.6			46.7
Provision for doubtful accounts	(4.9		)	1.7
Deferred income taxes	29.0			36.3
Stock-based compensation expense	45.8			35.8
Excess tax benefits on stock-based compensation plans	(7.5		)	(5.9		)
Other	(5.1		)	(9.8		)
Changes in assets and liabilities:
Trade accounts receivable	(110.7		)	(52.7		)
Other current assets	(41.4		)	(24.4		)
Other noncurrent assets	(1.0		)	(3.3		)
Accounts payable	28.3			65.6
Other current and noncurrent liabilities	(201.7		)	(281.6		)
Net cash provided by operating activities	189.3			157.3
Cash flows from investing activities:
Purchases of property and equipment	(58.0		)	(43.3		)
Purchases of investments	(719.7		)	(779.3		)
Proceeds from maturity or sale of investments	413.7			390.5
Business combinations, net of cash acquired	—			(1.6		)
Net cash (used in) investing activities	(364.0		)	(433.7		)
Cash flows from financing activities:
Issuance of common stock under stock-based compensation plans	36.7			26.7
Excess tax benefits on stock-based compensation plans	7.5			5.9
Repurchases of common stock	(38.4		)	(39.1		)
Repayments of debt	(563.1		)	—
Net cash (used in) financing activities	(557.3		)	(6.5		)
Effect of exchange rate changes on cash and cash equivalents	(6.7		)	5.9
(Decrease) in cash and cash equivalents	(738.7		)	(277.0		)
Cash and cash equivalents, beginning of year	2,010.1			2,213.0
Cash and cash equivalents, end of period	$	1,271.4		$	1,936.0

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

4

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Interim Condensed Consolidated Financial Statements

The terms “Cognizant,” “we,” “our,” “us” and “the Company” refer to Cognizant Technology Solutions Corporation unless the context indicates otherwise. We have prepared the accompanying unaudited condensed consolidated financial statements included herein in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) included in our Annual Report on Form 10-K for the year ended December 31, 2014. In our opinion, all adjustments considered necessary for a fair presentation of the accompanying unaudited condensed consolidated financial statements have been included, and all adjustments are of a normal and recurring nature. Operating results for the interim periods are not necessarily indicative of results that may be expected to occur for the entire year.

During the three months ended March 31, 2015, we repurchased 400,000 shares of our Class A common stock for $25.0 million, inclusive of fees and expenses, under our existing stock repurchase program approved by our Board of Directors. As of March 31, 2015, the remaining available balance under the Board authorization was $788.9 million. Additional 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. During the three months ended March 31, 2015, such repurchases totaled 217,014 shares at an aggregate cost of $13.4 million.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or FASB, issued a standard on revenue from contracts with customers. The new standard sets forth a single comprehensive model for recognizing and reporting revenue. The standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. The new standard will be effective for periods beginning on or after January 1, 2017. Early adoption is not permitted. The standard allows for two methods of adoption: the full retrospective adoption, which requires the standard to be applied to each prior period presented, or the modified retrospective adoption, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. We are currently evaluating the effect the new standard will have on our consolidated financial statements and related disclosures.

In April 2015, the FASB issued a standard related to the presentation of debt issuance costs. The standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying value of that debt liability. The recognition and measurement guidance for debt issuance costs are not affected by this standard. The amendment is effective on a retrospective basis for fiscal years, and interim periods within those years, beginning on or after January 1, 2016. The adoption of this standard will affect financial statement presentation only and is expected to have no effect on our financial condition or results of operations.

In April 2015, the FASB issued a standard providing guidance to customers in evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the standard requires the customer to account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer is required to account for the arrangement as a service contract. The amendments are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2016. The Company is currently in the process of evaluating the impact of adoption of the standard on our consolidated financial statements.

5

Note 2 — Short-term Investments

Our short-term investments were as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	$	545.6	$	544.7
Corporate and other debt securities	371.2		358.6
Certificates of deposit and commercial paper	263.6		4.6
Asset-backed securities	220.1		220.1
Municipal debt securities	108.8		112.8
Mutual funds	22.4		21.9
Total available-for-sale investment securities	1,531.7		1,262.7
Time deposits	546.7		501.9
Total short-term investments	$	2,078.4	$	1,764.6

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, mutual funds invested in fixed income securities, and asset-backed securities, including Government National Mortgage Association (GNMA) mortgage backed securities and 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.

Available-for-Sale Investment Securities

The amortized cost, gross unrealized gains and losses and fair value of available-for-sale investment securities at March 31, 2015 were as follows:

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
U.S. Treasury and agency debt securities	$	543.9	$	1.7	$	—		$	545.6
Corporate and other debt securities	370.1		1.2		(0.1		)	371.2
Certificates of deposit and commercial paper	263.4		0.2		—			263.6
Asset-backed securities	219.9		0.3		(0.1		)	220.1
Municipal debt securities	108.6		0.3		(0.1		)	108.8
Mutual funds	24.3		0.2		(2.1		)	22.4
Total available-for-sale investment securities	$	1,530.2	$	3.9	$	(2.4	)	$	1,531.7

The amortized cost, gross unrealized gains and losses and fair value of available-for-sale investment securities at December 31, 2014 were as follows:

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
U.S. Treasury and agency debt securities	$	544.7	$	0.4	$	(0.4	)	$	544.7
Corporate and other debt securities	359.0		0.3		(0.7		)	358.6
Certificates of deposit and commercial paper	4.6		—		—			4.6
Asset-backed securities	220.4		0.1		(0.4		)	220.1
Municipal debt securities	112.5		0.4		(0.1		)	112.8
Mutual funds	23.9		0.3		(2.3		)	21.9
Total available-for-sale investment securities	$	1,265.1	$	1.5	$	(3.9	)	$	1,262.7

6

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 March 31, 2015:

	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	$	47.1	$	—		$	—	$	—		$	47.1	$	—
Corporate and other debt securities	45.7		(0.1		)	—		—			45.7		(0.1		)
Asset-backed securities	77.1		(0.1		)	3.5		—			80.6		(0.1		)
Municipal debt securities	34.5		(0.1		)	—		—			34.5		(0.1		)
Mutual funds	—		—			21.2		(2.1		)	21.2		(2.1		)
Total	$	204.4	$	(0.3	)	$	24.7	$	(2.1	)	$	229.1	$	(2.4	)

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, 2014:

	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	$	256.9	$	(0.4	)	$	—	$	—		$	256.9	$	(0.4	)
Corporate and other debt securities	229.7		(0.7		)	—		—			229.7		(0.7		)
Certificates of deposit and commercial paper	3.7		—			—		—			3.7		—
Asset-backed securities	151.9		(0.3		)	2.8		(0.1		)	154.7		(0.4		)
Municipal debt securities	28.0		(0.1		)	—		—			28.0		(0.1		)
Mutual funds	—		—			20.7		(2.3		)	20.7		(2.3		)
Total	$	670.2	$	(1.5	)	$	23.5	$	(2.4	)	$	693.7	$	(3.9	)

The unrealized losses for the above securities as of March 31, 2015 and December 31, 2014 are primarily attributable to changes in interest rates. As of March 31, 2015, we do not consider any of the investments to be other-than-temporarily impaired. The gross unrealized gains and losses in the above tables were recorded, net of tax, in accumulated other comprehensive income (loss).

The contractual maturities of our fixed income available-for-sale investment securities as of March 31, 2015 are set forth in the following table:

	Amortized Cost		Fair Value
	(in millions)
Due within one year	$	316.2	$	316.4
Due after one year up to two years	479.5		480.7
Due after two years up to three years	473.7		475.4
Due after three years up to four years	16.6		16.7
Asset-backed securities	219.9		220.1
Fixed income available-for-sale investment securities	$	1,505.9	$	1,509.3

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.

7

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:

	Three Months Ended   March 31,
	2015			2014
	(in millions)
Proceeds from sales of available-for-sale investment securities	$	181.8		$	179.0
Gross gains	$	0.4		$	0.4
Gross losses	(0.1		)	—
Net realized gains on sales of available-for-sale investment securities	$	0.3		$	0.4

Note 3 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Compensation and benefits	$	623.5	$	906.8
Income taxes	30.1		23.8
Professional fees	91.6		82.7
Travel and entertainment	33.6		35.0
Customer volume incentives	197.5		192.1
Derivative financial instruments	65.8		97.3
Other	179.7		184.6
Total accrued expenses and other current liabilities	$	1,221.8	$	1,522.3

Note 4 — Debt

On November 20, 2014, we entered into a credit agreement with a commercial bank syndicate providing for a $1,000.0 million unsecured term loan and a $750.0 million unsecured revolving credit facility. The term loan was used to pay a portion of the cash consideration in connection with the 2014 acquisition of TZ US Parent, Inc., or TriZetto. The revolving credit facility is available for general corporate purposes. The term loan and the revolving credit facility both mature on November 20, 2019. As of March 31, 2015 and December 31, 2014, we had notes outstanding under the revolving credit facility of $100.0 million and $650.0 million, respectively. We are required under the credit agreement to make scheduled quarterly principal payments on the term loan.

Short-term Debt

The following summarizes our short-term debt balances as of:

	March 31, 2015		December 31, 2014
	(in millions)
Notes outstanding under revolving credit facility	$	100.0	$	650.0
Term loan - current maturities	50.0		50.0
Total short-term debt	$	150.0	$	700.0

8

Long-term Debt

The following summarizes our long-term debt balances as of:

	March 31, 2015			December 31, 2014
	(in millions)
Term loan, due 2019	$	975.0		$	987.5
Less: current maturities	(50.0		)	(50.0		)
Long-term debt, net of current maturities	$	925.0		$	937.5

Note 5 — Income Taxes

Our Indian subsidiaries, collectively referred to as Cognizant India, are primarily export-oriented and are eligible for certain income tax holiday benefits granted by the government of India for export activities conducted within Special Economic Zones, or SEZs, for periods of up to 15 years. Our Indian profits ineligible for SEZ benefits are subject to corporate income tax at the rate of 33.99%. In addition, all Indian profits, including those generated within SEZs, are subject to the Minimum Alternative Tax, or MAT, at the current rate of approximately 21.0%, including surcharges. Any MAT paid is creditable against future Indian corporate income tax, subject to limitations.

Our effective income tax rates were as follows:

	Three Months Ended   March 31,
	2015		2014
Effective income tax rate	25.0	%	26.3	%

For the 2015 and 2014 periods, the principal difference between our effective income tax rates and the U.S. federal statutory rate is the effect of the Indian tax holiday and earnings taxed in countries that have lower rates than the United States. In 2015, our effective income tax rate decreased primarily due to discrete tax benefits recorded in 2015.

Note 6 — Fair Value Measurements

We measure our cash equivalents, investments 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.

9

The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of March 31, 2015:

	Level 1		Level 2			Level 3		Total
	(in millions)
Cash equivalents:
Money market funds	$	96.9	$	—		$	—	$	96.9
Time deposits	—		20.1			—		20.1
Certificates of deposit and commercial paper	—		47.4			—		47.4
Total cash equivalents	96.9		67.5			—		164.4
Short-term investments:
Time deposits	—		546.7			—		546.7
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	431.4		114.2			—		545.6
Corporate and other debt securities	—		371.2			—		371.2
Certificates of deposit and commercial paper	—		263.6			—		263.6
Asset-backed securities	—		220.1			—		220.1
Municipal debt securities	—		108.8			—		108.8
Mutual funds	—		22.4			—		22.4
Total available-for-sale investment securities	431.4		1,100.3			—		1,531.7
Total short-term investments	431.4		1,647.0			—		2,078.4
Derivative financial instruments - foreign exchange forward contracts:
Other current assets	—		12.9			—		12.9
Accrued expenses and other current liabilities	—		(65.8		)	—		(65.8		)
Other noncurrent assets	—		8.0			—		8.0
Other noncurrent liabilities	—		(12.6		)	—		(12.6		)
Total	$	528.3	$	1,657.0		$	—	$	2,185.3

10

The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2014:

	Level 1		Level 2			Level 3		Total
	(in millions)
Cash equivalents:
Money market funds	$	176.5	$	—		$	—	$	176.5
Commercial paper	—		7.4			—		7.4
Total cash equivalents	176.5		7.4			—		183.9
Short-term investments:
Time deposits	—		501.9			—		501.9
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	426.8		117.9			—		544.7
Corporate and other debt securities	—		358.6			—		358.6
Certificates of deposit and commercial paper	—		4.6			—		4.6
Asset-backed securities	—		220.1			—		220.1
Municipal debt securities	—		112.8			—		112.8
Mutual funds	—		21.9			—		21.9
Total available-for-sale investment securities	426.8		835.9			—		1,262.7
Total short-term investments	426.8		1,337.8			—		1,764.6
Derivative financial instruments - foreign exchange forward contracts:
Other current assets	—		2.7			—		2.7
Accrued expenses and other current liabilities	—		(97.3		)	—		(97.3		)
Other noncurrent assets	—		3.9			—		3.9
Other noncurrent liabilities	—		(10.0		)	—		(10.0		)
Total	$	603.3	$	1,244.5		$	—	$	1,847.8

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 commercial paper, certificates of deposit, U.S. government agency securities, municipal debt securities, 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 value of the mutual funds invested in fixed income securities is based on the net asset value, or NAV, of the fund, with appropriate consideration of the liquidity and any restrictions on disposition of our investment in the fund. The carrying value of the time deposits approximated fair value as of March 31, 2015 and December 31, 2014.

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.

During the three months ended March 31, 2015 and the year ended December 31, 2014, there were no transfers among Level 1, Level 2, or Level 3 financial assets and liabilities.

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Note 7 — 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 generally 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 global 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 International Swaps and Derivatives Association, or ISDA, master netting arrangements or other similar agreements 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 accompanying unaudited condensed 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 unaudited condensed consolidated statement of financial position as of:

		March 31, 2015				December 31, 2014
Designation of Derivatives	Location on Statement of Financial Position	Assets		Liabilities		Assets		Liabilities
		(in millions)
Cash Flow Hedges – Designated as hedging instruments
Foreign exchange forward contracts	Other current assets	$	12.8	$	—	$	0.7	$	—
	Other noncurrent assets	8.0		—		3.9		—
	Accrued expenses and other current liabilities	—		62.4		—		97.2
	Other noncurrent liabilities	—		12.6		—		10.0
	Total	20.8		75.0		4.6		107.2
Other Derivatives – Not designated as hedging instruments
Foreign exchange forward contracts	Other current assets	0.1		—		2.0		—
	Accrued expenses and other current liabilities	—		3.4		—		0.1
	Total	0.1		3.4		2.0		0.1
Total		$	20.9	$	78.4	$	6.6	$	107.3

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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 2015, 2016, 2017, and 2018. 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 hedge contract matures. As of March 31, 2015, we estimate that $40.7 million, net of tax, of the net losses related to derivatives designated as cash flow hedges recorded in accumulated other comprehensive income (loss) 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 (loss) included in accumulated other comprehensive income (loss) for such contracts were as follows as of:

	March 31, 2015			December 31, 2014
	(in millions)
2015	$	990.0		$	1,320.0
2016	1,020.0			720.0
2017	750.0			420.0
2018	150.0			—
Total notional value of contracts outstanding	$	2,910.0		$	2,460.0
Net unrealized (loss) included in accumulated other comprehensive income (loss), net of taxes	$	(44.5	)	$	(86.7	)

Upon settlement or maturity of the cash flow hedge contracts, we record the related gain or loss, based on our designation at the commencement of the contract, with the hedged Indian rupee denominated expense reported within cost of revenues and selling, general and administrative expenses. Hedge ineffectiveness was immaterial for all periods presented.

The following table provides information on the location and amounts of pre-tax (losses) on our cash flow hedges for the three months ended March 31:

	(Increase) Decrease in Derivative Losses Recognized in Accumulated Other Comprehensive Income (Loss) (effective portion)				Location of Net Derivative (Losses) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)	Net (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)
	2015		2014			2015			2014
	(in millions)
Cash Flow Hedges – Designated as hedging instruments
Foreign exchange forward contracts	$	34.7	$	86.3	Cost of revenues	$	(11.2	)	$	(33.5	)
					Selling, general and administrative expenses	(2.5		)	(6.8		)
					Total	$	(13.7	)	$	(40.3	)

The activity related to the change in net unrealized (losses) on our cash flow hedges included in accumulated other comprehensive income (loss) is presented in Note 9.

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Other Derivatives

We use foreign exchange forward contracts, which have not been designated as hedges, to hedge balance sheet exposure to certain monetary assets and liabilities denominated in currencies other than the functional currency of our foreign subsidiaries. Contracts outstanding as of March 31, 2015 are scheduled to mature in 2015. 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 contracts is as follows:

	March 31, 2015					December 31, 2014
	Notional		Market Value			Notional		Market Value
	(in millions)
Contracts to purchase U.S. dollars and sell:
Indian rupees	$	160.0	$	(3.3	)	$	160.0	$	1.8
Euros	14.3		(0.1		)	24.4		0.2
British pounds	—		—			17.9		—
Australian dollars	9.7		$	0.1		9.6		(0.1		)
Canadian dollars	4.3		—			3.7		—
Total	$	188.3	$	(3.3	)	$	215.6	$	1.9

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 three months ended March 31, 2015 and 2014:

	Location of Net (Losses) on Derivative Instruments	Amount of Net (Losses) on Derivative Instruments
		2015			2014
		(in millions)
Other Derivatives – Not designated as hedging instruments	Foreign currency exchange gains (losses), net
Foreign exchange forward contracts		$	(1.8	)	$	(8.4	)

The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.

Note 8 — Commitments and Contingencies

We are involved in various claims and legal actions arising in the ordinary course of business. We accrue a liability when a loss is considered probable and the amount can be reasonably estimated. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, if decided adversely, is not expected to have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, many of our engagements involve projects that are critical to the operations of our customers’ business and provide benefits that are difficult to quantify. Any failure in a customer’s systems or our failure to meet our contractual obligations to our clients, including any breach involving a customer’s confidential information or sensitive data, or our obligations under applicable laws or regulations could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to contractually limit our liability for damages arising from negligent acts, errors, mistakes, or omissions in rendering our services, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances or will otherwise protect us from liability for damages. Although we have general liability insurance coverage, including coverage for errors or omissions, there can be no assurance that such coverage will cover all types of claims, continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. The successful assertion of one or more large claims against us that exceed or are not covered by our insurance coverage or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

In the normal course of business and in conjunction with certain client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients or other parties with whom we conduct business with respect to certain matters. These arrangements can include provisions whereby we agree to hold the indemnified party and certain of their affiliated entities harmless with respect to third-party claims related to such matters as our breach of certain

14

representations or covenants, or out of our intellectual property infringement, our gross negligence or willful misconduct or certain other claims made against certain parties. Payments by us under any of these arrangements are generally conditioned on the client making a claim and providing us with full control over the defense and settlement of such claim. It is not possible to determine the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Historically, we have not made payments under these indemnification agreements and therefore they have not had any impact on our operating results, financial position, or cash flows. However, if events arise requiring us to make payment for indemnification claims under our indemnification obligations in contracts we have entered, such payments could have material impact on our business, results of operations, financial condition and cash flows.

Note 9 — Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component were as follows for the three months ended March 31, 2015:

	Before Tax Amount			Tax Effect			Net of Tax Amount
	(in millions)
Foreign currency translation adjustments:
Beginning balance	$	(34.8	)	$	—		$	(34.8	)
Change in foreign currency translation adjustments	(40.8		)	—			(40.8		)
Ending balance	$	(75.6	)	$	—		$	(75.6	)
Unrealized gains (losses) on available-for-sale investment securities:
Beginning balance	$	(2.4	)	$	0.8		$	(1.6	)
Net unrealized gains arising during the period	4.2			(1.7		)	2.5
Reclassification of net (gains) to Other, net	(0.3		)	0.2			(0.1		)
Net change	3.9			(1.5		)	2.4
Ending balance	$	1.5		$	(0.7	)	$	0.8
Unrealized gains (losses) on cash flow hedges:
Beginning balance	$	(102.6	)	$	15.9		$	(86.7	)
Net unrealized gains arising during the period	34.7			(3.7		)	31.0
Reclassifications of losses to:
Cost of revenues	11.2			(2.0		)	9.2
Selling, general and administrative expenses	2.5			(0.5		)	2.0
Net change	48.4			(6.2		)	42.2
Ending balance	$	(54.2	)	$	9.7		$	(44.5	)
Accumulated other comprehensive income (loss):
Beginning balance	$	(139.8	)	$	16.7		$	(123.1	)
Other comprehensive income (loss)	11.5			(7.7		)	3.8
Ending balance	$	(128.3	)	$	9.0		$	(119.3	)

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Changes in accumulated other comprehensive income (loss) by component were as follows for the three months ended March 31, 2014:

	Before Tax Amount			Tax Effect			Net of Tax Amount
	(in millions)
Foreign currency translation adjustments:
Beginning balance	$	24.0		$	—		$	24.0
Change in foreign currency translation adjustments	1.5			—			1.5
Ending balance	$	25.5		$	—		$	25.5
Unrealized gains (losses) on available-for-sale investment securities:
Beginning balance	$	(0.4	)	$	0.1		$	(0.3	)
Net unrealized gains arising during the period	1.1			(0.4		)	0.7
Reclassification of net (gains) to Other, net	(0.4		)	0.2			(0.2		)
Net change	0.7			(0.2		)	0.5
Ending balance	$	0.3		$	(0.1	)	$	0.2
Unrealized gains (losses) on cash flow hedges:
Beginning balance	$	(354.9	)	$	54.9		$	(300.0	)
Unrealized gains arising during the period	86.3			(13.4		)	72.9
Reclassifications of losses to:
Cost of revenues	33.5			(5.2		)	28.3
Selling, general and administrative expenses	6.8			(1.0		)	5.8
Net change	126.6			(19.6		)	107.0
Ending balance	$	(228.3	)	$	35.3		$	(193.0	)
Accumulated other comprehensive income (loss):
Beginning balance	$	(331.3	)	$	55.0		$	(276.3	)
Other comprehensive income (loss)	128.8			(19.8		)	109.0
Ending balance	$	(202.5	)	$	35.2		$	(167.3	)

Note 10 — Segment Information

Our reportable segments are:

• Financial Services, which includes customers providing banking/transaction processing, capital markets and insurance services;

• Healthcare, which includes healthcare providers and payers as well as life sciences customers, including pharmaceutical, biotech and medical device companies;

• Manufacturing/Retail/Logistics, which includes consumer goods, manufacturers, retailers, travel and other hospitality customers, as well as customers providing logistics services; and

• Other, which is an aggregation of industry segments each of which, individually, represents less than 10% of consolidated revenues and segment operating profit. The Other reportable segment includes our information, media and entertainment services, communications and high technology operating segments. 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’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 revenue and operating expenses to differing degrees. Expenses included in segment operating profit consist principally of direct selling and delivery costs as well as a per seat charge for use of the development and delivery centers. Certain selling, general and administrative expenses, excess or shortfall of incentive compensation for delivery personnel as compared to target, stock-based compensation expense, a portion of depreciation and amortization and the impact of the

16

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” and adjusted only against our total income from operations. Additionally, management has determined that it is not practical to allocate identifiable assets by segment, since such assets are used interchangeably among the segments.

Revenues from external customers and segment operating profit, before unallocated expenses, for the Financial Services, Healthcare, Manufacturing/Retail/Logistics, and Other reportable segments were as follows:

	Three Months Ended   March 31,
	2015		2014
	(in millions)
Revenues:
Financial Services	$	1,161.1	$	1,023.7
Healthcare	879.1		615.9
Manufacturing/Retail/Logistics	548.9		511.9
Other	322.3		270.8
Total revenue	$	2,911.4	$	2,422.3
Segment Operating Profit:
Financial Services	$	347.4	$	347.9
Healthcare	245.1		214.3
Manufacturing/Retail/Logistics	181.3		181.7
Other	92.0		89.6
Total segment operating profit	865.8		833.5
Less: unallocated costs	365.5		373.5
Income from operations	$	500.3	$	460.0

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Geographic Area Information

Revenue and long-lived assets, by geographic area, are as follows:

	Three Months Ended   March 31,
	2015		2014
	(in millions)
Revenues: (1)
North America(2)	$	2,292.0	$	1,836.2
Europe(3)	475.9		470.1
Rest of World (4)	143.5		116.0
Total	$	2,911.4	$	2,422.3

	As of
	March 31, 2015		December 31, 2014
	(in millions)
Long-lived Assets: (5)
North America(2)	$	210.6	$	188.3
Europe	29.1		29.8
Rest of World (4)(6)	1,028.3		1,029.1
Total	$	1,268.0	$	1,247.2

________________

(1) Revenues are attributed to regions based upon customer location.

(2) Substantially all relates to operations in the United States.

(3) Includes revenue from operations in the United Kingdom of $285.1 million and $277.5 million for the three months ended March 31, 2015 and 2014, respectively.

(4) Includes our operations in Asia Pacific, the Middle East and Latin America.

(5) Long-lived assets include property and equipment, net of accumulated depreciation and amortization.

(6) Substantially all of these long-lived assets relate to our operations in India.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Summary

We are a leading provider of information technology (IT), consulting and business process services, dedicated to helping the world’s leading companies build stronger businesses. Our clients engage us to help them operate more efficiently, provide solutions to critical business and technology problems, and help them drive technology-based innovation and growth. Our core competencies include: business, process, operations and IT consulting, application development and systems integration, enterprise information management, application testing, application maintenance, infrastructure services, and business process services. We tailor our services to specific industries and utilize an integrated global delivery model. This seamless global sourcing model combines industry-specific expertise, client service teams based on-site at the client locations and delivery teams located at dedicated near-shore and offshore global delivery centers.

For the three months ended March 31, 2015, our revenue increased to $2,911.4 million compared to $2,422.3 million for the three months ended March 31, 2014. During the three months ended March 31, 2015, net income increased to $382.9 million or $0.62 per diluted share compared to net income of $348.9 million or $0.57 per diluted share during the three months ended March 31, 2014. On a non-GAAP basis during the three months ended March 31, 2015, our diluted earnings per share increased to $0.71¹ compared to $0.62¹ for the three months ended March 31, 2014.

The key drivers of our revenue growth during the three months ended March 31, 2015 were as follows:

• Our November 2014 acquisition of TZ US Parent, Inc., or TriZetto, which contributed revenue of approximately $169.0 million and was the primary driver of the 42.7% revenue growth in our Healthcare business segment;

• Solid performance across all of our business segments with revenue growth of 13.4% for Financial Services, 42.7% for Healthcare (inclusive of TriZetto revenue), 7.2% for Manufacturing/Retail/Logisitics, and 19.0% for Other;

• Sustained strength in the North American market where revenues grew 24.8%, inclusive of TriZetto revenue, as compared to the quarter ended March 31, 2014;

• Continued penetration of the European and Rest of World (primarily the Asia Pacific) markets. Revenue from our customers outside the United States was negatively affected by the recent strength of the U.S. dollar against the British pound, the Euro and other currencies. In Europe, we experienced revenue growth of 1.2%, including a 10.7% negative currency impact, as compared to the quarter ended March 31, 2014. Revenue from our Rest of World customers increased 23.7%, including a 5.8% negative currency impact, as compared to the quarter ended March 31, 2014;

• Increased customer spending on discretionary projects;

• Expansion of our service offerings, including consulting, infrastructure services, and business process services, which enabled us to cross-sell new services to our customers and meet the rapidly growing demand for complex large-scale outsourcing solutions;

• Increased penetration at existing customers, including strategic clients; and

• Continued expansion of the market for global delivery of IT and business process services.

We saw a continued demand from our customers for a broad range of services, including IT strategy and business consulting, application development and systems integration, enterprise information management, application testing, application maintenance, infrastructure services, and business process services. In addition, we are seeing an increased customer interest in our digital solutions, including social, mobile, analytics and cloud-based services and increased demand for mobility data and security services. We are also seeing an increase in demand for larger, more complex projects that are transformational for our customers. Such contracts may have longer sales cycles and ramp-up periods and could lead to greater variability in our period to period operating results. We increased the number of strategic clients by 7 during the quarter, bringing the total number of our strategic clients to 278. We define a strategic client as one offering the potential to generate at least $5 million to $50 million or more in annual revenues at maturity.

___________

1 Non-GAAP diluted earnings per share is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure.

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Our operating margin decreased to approximately 17.2% for the quarter ended March 31, 2015 compared to 19.0% for the quarter ended March 31, 2014. The decrease in our operating margin was due to increases in compensation and benefit costs (net of the impact of lower incentive-based compensation expense) as headcount growth outpaced revenue growth, higher subcontractor expense, investments to grow our business and increases in depreciation and amortization due to recent acquisitions, partially offset by lower realized losses on our cash flow hedges in 2015 as compared to the 2014 period.

Our non-GAAP operating margin for the quarter ended March 31, 2015 was approximately 19.8%² compared to 20.8%² for the quarter ended March 31, 2014. The decrease in our non-GAAP operating margin was due to increases in compensation and benefit costs (net of the impact of lower incentive-based compensation expense) as headcount growth outpaced revenue growth, higher subcontractor expense and investments to grow our business, partially offset by lower realized losses on our cash flow hedges in 2015 as compared to the 2014 period. Historically, we have invested our profits above the 19% to 20% non-GAAP operating margin level back into our business, which we believe is a significant contributing factor to our strong revenue growth. This investment is primarily focused in the areas of hiring client partners and relationship personnel with specific industry experience or domain expertise, training our technical staff in a broader range of service offerings, strengthening our business analytics and digital technology capabilities, strengthening and expanding our portfolio of services, continuing to expand our geographic presence for both sales and delivery as well as recognizing and rewarding exceptional performance by our employees. In addition, this investment includes maintaining a level of resources, trained in a broad range of service offerings, to be well positioned to respond to our customer requests to take on additional projects. We expect to continue to invest amounts in excess of our targeted operating margin levels back into the business.

We finished the first quarter of 2015 with approximately 217,700 employees, which is an increase of approximately 39,100 as compared to March 31, 2014. The increase in the number of our service delivery staff and the related infrastructure costs to meet the demand for our services are the primary drivers of the increase in our operating expenses in 2015. Annualized turnover, including both voluntary and involuntary, was approximately 14.0% for the three months ended March 31, 2015. The majority of our turnover occurs in India. As a result, annualized attrition rates on-site at clients are below our global attrition rate. In addition, attrition is weighted towards the more junior members of our staff. We have experienced increases in compensation and benefit costs, including incentive-based compensation costs, in India which may continue in the future; however, historically, this has not had a material impact on our results of operations as we have been able to absorb such cost increases through price increases or cost management strategies such as managing discretionary costs, the mix of our professional staff as well as utilization levels, and achieving other operating efficiencies.

At March 31, 2015, we had cash, cash equivalents and short-term investments of $3,349.8 million, working capital of $4,522.4 million and debt outstanding of approximately $1,075.0 million. We believe our cash from operations and capital resources on hand provide sufficient liquidity to continue to make investments to expand and grow our business, and meet our debt repayment obligations.

During the remainder of 2015, barring any unforeseen events, we expect the following factors to affect our business and our operating results:

• Continued focus by customers on directing IT spending towards cost containment projects, such as application maintenance, infrastructure services and business process services;

• Demand from our customers to help them achieve their dual mandate of simultaneously achieving cost savings while investing in innovation;

• Secular changes driven by evolving technologies and regulatory changes;

• Volatility in foreign currency rates;

• Continued uncertainty in the world economy; and

• Addition of the TriZetto business.

__________

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

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In response to this environment, we plan to continue to:

• Invest in our talent base and new service offerings, including digital technologies;

• Partner with our existing customers to garner an increased portion of our customers’ overall IT spend by providing innovative solutions;

• Focus on growing our business in Europe, the Middle East, the Asia Pacific and Latin America regions, where we believe there are opportunities to gain market share;

• Increase our strategic customer base across all of our business segments;

• Opportunistically look for acquisitions that may improve our overall service delivery capabilities, expand our geographic presence and/or enable us to enter new areas of technology;

• Focus on operating discipline in order to appropriately manage our cost structure;

• Locate most of our new development center facilities in tax incentivized areas; and

• Leverage assets and capabilities obtained from the 2014 TriZetto acquisition to aggressively pursue new opportunities in the marketplace.

Business Segments

Our four reportable business segments are:

• Financial Services, which includes customers providing banking/transaction processing, capital markets and insurance services;

• Healthcare, which includes healthcare providers and payers as well as life sciences customers, including pharmaceutical, biotech and medical device companies;

• Manufacturing/Retail/Logistics, which includes consumer goods manufacturers, retailers, travel and other hospitality customers, as well as customers providing logistics services; and

• Other, which is an aggregation of industry operating segments each of which, individually, represents less than 10.0% of consolidated revenues and segment operating profit. The Other reportable segment includes our information, media and entertainment services, communications, and high technology operating segments.

Our chief operating decision maker evaluates Cognizant’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 revenue and operating expenses to differing degrees. Expenses included in segment operating profit consist principally of direct selling and delivery costs as well as a per seat charge for use of the development and delivery centers. Certain selling, general and administrative expenses, excess or shortfall of incentive compensation for delivery personnel as compared to target, stock-based compensation expense, a portion of depreciation and amortization and a portion of 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.

We provide a significant volume of services to many customers in each of our business segments. Therefore, a loss of a significant customer or a few significant customers in a particular segment could materially reduce revenues for that segment. However, no individual customer accounted for sales in excess of 10% of our consolidated revenues for the periods ended March 31, 2015 and 2014. In addition, the services we provide to our larger customers are often critical to the operations of such customers and we believe that a termination of our services would require an extended transition period with gradually declining revenues.

21

Results of Operations

Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014

The following table sets forth, for the periods indicated, certain financial data for the three months ended March 31:

			% of			% of	Increase (Decrease)
	2015		Revenues	2014		Revenues	$			%
	(Dollars in millions)
Revenues	$	2,911.4	100.0	$	2,422.3	100.0	$	489.1		20.2
Cost of revenues(1)	1,727.2		59.3	1,432.4		59.1	294.8			20.6
Selling, general and administrative expenses(1)	610.8		21.0	485.4		20.0	125.4			25.8
Depreciation and amortization expense	73.1		2.5	44.5		1.8	28.6			64.3
Income from operations	500.3		17.2	460.0		19.0	40.3			8.8
Other income (expense), net	10.3			13.2			(2.9		)	(22.0	)
Income before provision for income taxes	510.6		17.5	473.2		19.5	37.4			7.9
Provision for income taxes	127.7			124.3			3.4			2.7
Net income	$	382.9	13.2	$	348.9	14.4	$	34.0		9.7
Diluted earnings per share	$	0.62		$	0.57		$	0.05
Other Financial Information(2)
Non-GAAP income from operations and non-GAAP operating margin	$	576.8	19.8	$	503.8	20.8	$	73.0		14.5
Non-GAAP diluted earnings per share	$	0.71		$	0.62		$	0.09

_____________________

(1) Exclusive of depreciation and amortization expense.

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

Revenue - Overall. Revenue increased20.2%, or $489.1 million, to $2,911.4 million during the three months ended March 31, 2015 from $2,422.3 million during the three months ended March 31, 2014. Revenue growth during the first quarter of 2015 included approximately $169.0 million from TriZetto, which we acquired in the fourth quarter of 2014, representing 34.6% of the period over period revenue growth. Revenues from new customers, including new TriZetto customers, contributed $178.6 million, representing 36.5% of the period over period revenue growth. The increases in revenue from new and existing customers were primarily attributed to greater acceptance of our global delivery model among an increasing number of industries, continued interest in using our global delivery model as a means to reduce overall IT and operations costs, increased customer spending on discretionary projects, and continued penetration in all our geographic markets. The recent strength of the U.S. dollar negatively impacted our revenue by $61.9 million in the first quarter 2015 as compared to the first quarter of 2014.

Our consulting and technology services revenues for the three months ended March 31, 2015 increased by approximately 32.0% compared to the three months ended March 31, 2014 and represented approximately 56.3% of total revenues for the three months ended March 31, 2015. Our outsourcing services revenue for the three months ended March 31, 2015 increased by approximately 7.8% and constituted approximately 43.7% of total revenues for the three months ended March 31, 2015.

Revenues from our top five customers as a percentage of total revenues were 11.2% and 13.1% for the quarters ended March 31, 2015 and 2014, respectively. Revenues from our top ten customers as a percentage of total revenues were 19.0% and 22.4% for the quarters ended March 31, 2015 and 2014, respectively. 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.

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Revenue - Reportable Segments. Revenues by reportable business segment were as follows for the three months ended March 31:

	2015		2014		Increase
					$		%
	(Dollars in millions)
Financial Services	$	1,161.1	$	1,023.7	$	137.4	13.4
Healthcare	879.1		615.9		263.2		42.7
Manufacturing/Retail/Logistics	548.9		511.9		37.0		7.2
Other	322.3		270.8		51.5		19.0
Total revenue	$	2,911.4	$	2,422.3	$	489.1	20.2

Revenue from our Financial Services segment grew 13.4% or $137.4 million for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. Our banking and insurance customers contributed approximately $68.8 million and $68.6 million, respectively, to the period over period revenue increase. In this segment, revenue from customers added since March 31, 2014 was approximately $27.5 million and represented 20.0% of the period over period revenue increase in this segment. Key areas of focus for our Financial Services customers included cost optimization, regulatory and compliance driven initiatives, cyber security, risk management, and the adoption and integration of digital technologies to align with shifts in consumer preferences.

Revenue from our Healthcare segment grew 42.7% or $263.2 million for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. Our healthcare customers contributed $223.8 million to the period over period revenue growth, including approximately $169.0 million of revenue from our fourth quarter 2014 acquisition of TriZetto. Revenue from our life sciences customers increased by $39.4 million. Revenue from customers added since March 31, 2014, including new TriZetto customers, was approximately $125.2 million and represented 47.6% of the period over period revenue increase in this segment. We have seen an improvement in demand among our healthcare payer customers, partially driven by cost optimization initiatives. Longer term, we believe that the healthcare industry continues to present a growth opportunity due to factors which are transforming the industry, including the changing regulatory environment, increasing focus on medical costs, and the consumerization of healthcare.

Revenue from our Manufacturing/Retail/Logistics segment grew 7.2% or $37.0 million for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. Our retail and hospitality customers and manufacturing and logistics customers contributed approximately $19.6 million and $17.4 million, respectively, to the period over period revenue increase. Revenue from customers added since March 31, 2014 was approximately $17.1 million and represented approximately 46.3% of the period over period revenue increase in this segment. Demand within this segment continues to be driven by multichannel commerce implementation and integration efforts, analytics, supply chain consulting and implementation initiatives, and increased adoption of digital technologies to align with shifts in consumer preferences. Discretionary spending by our retail customers has been and may continue to be affected by recent weakness in the retail sector.

Revenue from our Other segment grew 19.0% or $51.5 million for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. In the first quarter of 2015, growth within Other was due to an increase in discretionary spending and was strong among our information, media and entertainment customers, where revenue increased by approximately $26.8 million, and our telecommunication customers, where revenue increased by approximately $17.5 million. Revenue from customers added since March 31, 2014 was approximately $8.8 million and represented 17.0% of the period over period revenue increase in this segment.

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Revenue - Geographic Markets. Revenues by geographic market were as follows for the three months ended March 31:

	2015		2014		Increase (Decrease)
					$			%
	(Dollars in millions)
North America	$	2,292.0	$	1,836.2	$	455.8		24.8
United Kingdom	285.1		277.5		7.6			2.7
Rest of Europe	190.8		192.6		(1.8		)	(0.9	)
Europe - Total	475.9		470.1		5.8			1.2
Rest of World	143.5		116.0		27.5			23.7
Total Revenue	$	2,911.4	$	2,422.3	$	489.1		20.2

North America continues to be our largest market, representing approximately 78.7% of total revenue for the first quarter of 2015, and accounting for $455.8 million of the $489.1 million total revenue increase from the first quarter of 2014. Revenue growth among our North America customers includes approximately $169.0 million from our fourth quarter 2014 acquisition of TriZetto.

The revenue growth in Europe and Rest of World markets was driven by the increasing acceptance of our global delivery model, partially offset by the recent strength of the U.S. dollar against the British pound, the Euro and other currencies. For the remainder of 2015, we expect that the strength of the U.S. dollar may continue to negatively impact our revenue from countries outside the United States. In 2015, revenue from our customers in Europe grew 1.2%, including a 10.7% negative currency impact, compared to the same period in 2014. The revenue growth from our Rest of World customers in 2015 was primarily driven by the India, Japan, Australia, Hong Kong, and Singapore markets and includes a negative currency impact of 5.8%. We believe that Europe, the Middle East, the 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.

Cost of Revenues (Exclusive of Depreciation and Amortization Expense). Our cost of revenues consists primarily of salaries, incentive-based compensation, stock-based compensation expense, payroll taxes, employee benefits, immigration and project-related travel for technical personnel, subcontracting and sales commissions related to revenues. Our cost of revenues increased by 20.6% or $294.8 million during the first quarter of 2015 as compared to the first quarter of 2014. The increase was due primarily to an increase in compensation and benefits costs (net of the impact of lower incentive-based compensation expense) and subcontractor expense, partially offset by lower realized losses on our cash flow hedges in 2015 compared to the 2014 period. For the three months ended March 31, 2015, compensation and benefit costs increased by approximately $195.6 million, primarily as a result of the increase in the number of our service delivery personnel, including new TriZetto employees, partially offset by lower incentive based compensation costs in 2015 as compared to 2014.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of salaries, incentive-based compensation, stock-based compensation expense, payroll taxes, employee benefits, immigration, travel, marketing, communications, management, finance, administrative and occupancy costs. Selling, general and administrative expenses, including depreciation and amortization, increased by 29.1%, or $154.0 million during the first quarter of 2015 as compared to the first quarter of 2014. Selling, general and administrative expenses, including depreciation and amortization, increased as a percentage of revenue to 23.5% in the first quarter of 2015 as compared to 21.9% in the first quarter of 2014. The increase as a percentage of revenue was due primarily to increases in compensation and benefit costs (net of the impact of lower incentive-based compensation expense), increases in depreciation and amortization due to recent acquisitions, and investments to grow our business, partially offset by lower realized losses on our cash flow hedges in 2015 compared to the 2014 period.

Income from Operations and Operating Margin - Overall. Income from operations increased8.8% or approximately $40.3 million in the first quarter of 2015 as compared to the first quarter of 2014. Our operating margin decreased to 17.2% during the first quarter of 2015 from 19.0% in the first quarter of 2014, due to increases in compensation and benefit costs (net of the impact of lower incentive-based compensation expense) as headcount growth outpaced revenue growth, higher subcontractor expense, investments to grow our business and increases in depreciation and amortization due to recent acquisitions, partially offset by lower realized losses on our cash flow hedges in 2015 compared to the 2014 period. 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 14 basis points or 0.14 percentage points in the three months ended March 31, 2015. Each additional 1.0% change in the exchange rate between the Indian rupee and the U.S. dollar will have the effect of moving our operating margin by approximately 19 basis points or 0.19 percentage points.

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We entered 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 three months ended March 31, 2015 and 2014, the settlement of certain cash flow hedges negatively impacted our operating margin by approximately 47 basis points or 0.47 percentage points and 167 basis points or 1.67 percentage points, respectively.

For the three months ended March 31, 2015 and 2014, our non-GAAP operating margins were 19.8%³, and 20.8%³, respectively. As set forth in the “Non-GAAP Financial Measures” section below, our non-GAAP operating margin excludes stock based compensation expense and acquisition-related charges.

Segment Operating Profit. Segment operating profits were as follows for the three months ended March 31:

					Increase (Decrease)
	2015		2014		$			%
	(Dollars in millions)
Financial Services	$	347.4	$	347.9	$	(0.5	)	(0.1	)
Healthcare	245.1		214.3		30.8			14.4
Manufacturing/Retail/Logistics	181.3		181.7		(0.4		)	(0.2	)
Other	92.0		89.6		2.4			2.7
Total segment operating profit	865.8		833.5		32.3			3.9
Less: unallocated costs	365.5		373.5		(8.0		)	(2.1	)
Income from operations	$	500.3	$	460.0	$	40.3		8.8

Our segment profit across all segments decreased as a percentage of revenues due to headcount growth outpacing revenue growth and continued investments to grow our business. The decrease in unallocated costs is attributable to lower incentive-based compensation accrual rates in 2015 compared to the 2014 period, partially offset by investments to grow our business.

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 three months ended March 31:

	2015			2014			Increase/ Decrease
	(in millions)
Foreign currency exchange (losses) gains	$	(0.4	)	$	7.1		$	(7.5	)
(Losses) on foreign exchange forward contracts not designated as hedging instruments	(1.8		)	(8.3		)	6.5
Net foreign currency exchange (losses)	(2.2		)	(1.2		)	(1.0		)
Interest income	18.0			13.5			4.5
Interest expense	(5.0		)	—			(5.0		)
Other, net	(0.5		)	0.9			(1.4		)
Total other income, net	$	10.3		$	13.2		$	(2.9	)

The foreign currency exchange losses of approximately $0.4 million were primarily attributed to the remeasurement of the Indian rupee denominated net monetary assets on the books of our Indian subsidiaries to the U.S. dollar functional currency as well as the remeasurement of other net monetary assets denominated in currencies other than the functional currency of the subsidiary. The $1.8 million of losses on our 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 primarily to offset foreign currency exposure to the Indian rupee and other non-U.S. dollar denominated net monetary assets. As of March 31, 2015, the notional value of our undesignated hedges was $188.3 million. The increase in interest income of $4.5 million was primarily attributable to an increase in average balances of time deposits in India in the first quarter of 2015. The 2015interest expense is primarily attributable to the interest on debt originated in the fourth quarter of 2014.

_______________

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

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Provision for Income Taxes. The provision for income taxes increased to approximately $127.7 million during the three months ended March 31, 2015 from approximately $124.3 million during the three months ended March 31, 2014. The effective income tax rate decreased to 25.0% for the three months ended March 31, 2015 from 26.3% for the three months ended March 31, 2014. The decrease in our effective income tax rate was primarily attributed to discrete tax benefits recorded in 2015.

Net Income. Net income increased to approximately $382.9 million for the three months ended March 31, 2015 from approximately $348.9 million for the three months ended March 31, 2014, representing 13.2% and 14.4% of revenues, respectively. The decrease in net income as a percentage of revenues is primarily attributed to the decrease in operating margin, partially offset by a lower effective income tax rate.

Non-GAAP Financial Measures

Portions of our disclosure, including the following table, include non-GAAP income from operations, non-GAAP operating margin, and non-GAAP diluted earnings per share. 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 measures used by other companies. In addition, these non-GAAP measures should be read in conjunction with our financial statements prepared in accordance with GAAP. The reconciliations of Cognizant’s non-GAAP financial measures to the corresponding GAAP measures should be carefully evaluated.

Our non-GAAP income from operations and non-GAAP operating margin exclude stock-based compensation expense and acquisition-related charges. Our definition ofnon-GAAP diluted earnings per share excludes net non-operating foreign currency exchange gains or losses, in addition to excluding stock-based compensation expense and acquisition-related charges.

We seek to manage the company to a targeted non-GAAP operating margin of 19% to 20% of revenues. We believe providing investors with an operating view consistent with how we manage the company provides enhanced transparency into the operating results of the company. For our internal management reporting and budgeting purposes, we use non-GAAP financial information that does not include stock-based compensation expense, acquisition-related charges and net non-operating foreign currency exchange gains or losses for financial and operational decision making, to evaluate period to period comparisons 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 these costs provides a meaningful measure for investors to evaluate our financial performance. Accordingly, we believe that the presentation of non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per share, when read in conjunction with our reported GAAP results, 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 measures do not reflect all of the amounts associated with our operating results as determined in accordance with GAAP and exclude costs that are recurring, namely stock-based compensation expense, certain acquisition-related charges, 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 non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per share 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 three months ended March 31:

	2015		% of Revenues	2014		% of Revenues
	(Dollars in millions, except per share amounts)
GAAP income from operations and operating margin	$	500.3	17.2	$	460.0	19.0
Add: Stock-based compensation expense	45.8		1.6	35.8		1.5
Add: Acquisition-related charges (1)	30.7		1.1	8.0		0.3
Non-GAAP income from operations and non-GAAP operating margin	$	576.8	19.8	$	503.8	20.8
GAAP diluted earnings per share	$	0.62		$	0.57
Effect of above operating adjustments, net of tax	0.09			0.05
Effect on non-operating foreign currency exchange gains and losses, net of tax (2)	—			—
Non-GAAP diluted earnings per share	$	0.71		$	0.62

_____________________

(1) Acquisition-related charges include, when applicable, amortization of purchased intangible assets included in the depreciation and amortization expense line on our condensed 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.

(2) Non-operating foreign currency exchange gains and losses are inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes. Per share amounts for the periods presented round to zero.

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 March 31, 2015, we had cash, cash equivalents and short-term investments of $3,349.8 million and additional available capacity under our revolving credit facility of $650.0 million. We have used and plan to continue to use a combination of our cash flow from operations, cash on hand and capacity available under our revolving credit facility for expansion of existing operations, including our offshore development and delivery centers, continued development of new service lines, acquisitions of related businesses, formation of joint ventures, stock repurchases and general corporate purposes, including funding working capital requirements.

The following table provides a summary of the major cash flows and liquidity trends for the three months ended March 31:

	2015			2014			Increase / Decrease
	(in millions)
Net cash from operating activities	$	189.3		$	157.3		$	32.0
Net cash (used in) investing activities	(364.0		)	(433.7		)	69.7
Net cash (used in) financing activities	(557.3		)	(6.5		)	(550.8		)

Operating activities. The increase in cash generated from operating activities was primarily attributable to the increase in our net income during the 2015 period as compared to the 2014 period. Trade accounts receivable increased to approximately $2,059.9 million at March 31, 2015 from approximately $1,968.7 million at December 31, 2014. Unbilled accounts receivable increased to approximately $388.2 million at March 31, 2015 from approximately $324.6 million at December 31, 2014. The increase in trade accounts receivable and unbilled receivables as of March 31, 2015 as compared to December 31, 2014 was primarily due to increased revenues and a higher number of days sales outstanding. We monitor turnover, aging and the collection of accounts receivable through the use of management reports that are prepared on a customer basis and evaluated by our finance staff.

In the fourth quarter of 2014, we modified our days sales outstanding calculation to net the uncollected portion of deferred revenue from our total accounts receivable balance. Our reported days sales outstanding have historically included trade accounts receivable, net of allowance for doubtful accounts, and unbilled accounts receivable. Our new methodology reduces these balances by the uncollected portion of deferred revenue for the purpose of calculating our days sales outstanding.

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Under this modified method, our days sales outstanding as of March 31, 2015 was approximately 73 days as compared to 70 days as of December 31, 2014 and 70 days as of March 31, 2014. Under our historical method, our days sales outstanding as of March 31, 2015 was approximately 76 days as compared to 77 days as of December 31, 2014 and 73 days as of March 31, 2014.

Investing activities. The decrease in net cash used in investing activities is primarily related to lower net investment purchases of available-for-sale securities in the 2015 period.

Financing activities. The increase in cash used in financing activities in the 2015 period is primarily attributable to repayments of notes under our revolving credit facility in the first quarter of 2015.

On November 20, 2014, we entered into a credit agreement with a commercial bank syndicate providing for a $1,000.0 million unsecured term loan and a $750.0 million revolving credit facility. The term loan was used to pay a portion of the cash consideration in connection with our acquisition of TriZetto. The revolving credit facility is available for general corporate purposes. The term loan and the revolving credit facility both mature on November 20, 2019. As of March 31, 2015, we have $975.0 million and $100.0 million outstanding under the term loan and the revolving credit facility, respectively. During the first quarter of 2015, we repaid $550.0 million of the $650.0 million outstanding under the revolving credit facility at December 31, 2014.

The credit agreement contains certain negative covenants, including limitations on liens, mergers, consolidations and acquisitions, subsidiary indebtedness and affiliate transactions, as well as certain affirmative covenants. In addition, the credit agreement requires us to maintain a debt to total stockholders' equity ratio not in excess of 0.40:1.00. As of March 31, 2015, we are in compliance with our debt covenants and have provided a quarterly certification to our lenders to that effect. We believe that we currently meet all conditions set forth in the credit agreement to borrow thereunder, and we are not aware of any conditions that would prevent us from borrowing part or all of the remaining available capacity under the revolving credit facility as of March 31, 2015 and through the date of this filing.

We intend to continue to use a portion of our available capital resources for stock repurchases during 2015. The number of shares ultimately repurchased under our open-market share purchase program may vary depending on numerous factors, including, without limitation, our stock price and other market conditions, our ongoing capital allocation planning, the levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic and/or business conditions, and board and management discretion. Additionally, as these factors may change over the course of the year, the amount of stock repurchase activity during any particular period cannot be predicted and may fluctuate from time to time. Stock repurchases may be made from time to time through open-market purchases and through the use of Rule 10b5-1 plans and/or by other means. The stock repurchase program may be accelerated, suspended, delayed or discontinued at any time, without notice.

We believe our U.S. cash flows continue to be sufficient to fund our current domestic operations and obligations, including debt service. The amount of funds held in U.S. tax jurisdictions can fluctuate due to the timing of receipts and payments in the ordinary course of business, including debt repayments, and due to other reasons, such as acquisition-related activities. The Company’s U.S. operations historically have generated and are expected to continue to generate substantial cash flows. In circumstances where the Company has additional cash requirements in the United States, we have several additional liquidity options available to meet those requirements. These options may include borrowing additional funds, including borrowings under our committed revolving credit facility, temporarily utilizing inter-company loans with certain foreign subsidiaries on a limited basis, and, while we currently do not have plans to do so, repatriating certain of our foreign earnings. We also believe we have access to the credit and equity markets and could borrow additional funds under acceptable terms and conditions or raise additional capital through an equity transaction.

Many of our operations are conducted outside the United States and significant portions of our cash, cash equivalents and short-term investments are held internationally. As of March 31, 2015, $2,986.7 million of our cash, cash equivalents and short-term investments was held outside the United States. As part of our ongoing liquidity assessments, we regularly monitor the mix of domestic and international cash flows and cash balances. We utilize certain strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. Most of the amounts held outside of the United States could be repatriated to the United States but, under current law, would be subject to income taxes in the United States, less applicable foreign tax credits. Other than amounts for which we have already accrued U.S. taxes, we intend to indefinitely reinvest these funds outside the United States and our current plans do not demonstrate a need to repatriate these amounts to fund our liquidity needs in the United States. If such earnings are repatriated in the future, or are no longer deemed to be indefinitely reinvested, we will accrue the applicable amount of taxes associated with such earnings at that time. Due to the various methods by which such earnings could be repatriated in the future, it is not currently practicable to determine the amount of applicable taxes that would result from such repatriation.

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We expect our operating cash flow, cash and investment balances, and available capacity under our revolving credit facility to be sufficient to meet our operating requirements for the next twelve months. Our ability to expand and grow our business in accordance with current plans, to make acquisitions and form joint ventures and to meet our long-term capital requirements beyond a twelve month period will depend on many factors, including the rate, if any, at which our cash flow increases, our ability and willingness to accomplish acquisitions and joint ventures with capital stock, our continued intent not to repatriate foreign earnings, and the availability of public and private debt and equity financing. We cannot be certain that additional financing, if required, will be available on terms and conditions acceptable to us, if at all.

Commitments and Contingencies

We are involved in various claims and legal actions arising in the ordinary course of business. We accrue a liability when a loss is considered probable and the amount can be reasonably estimated. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, if decided adversely, is not expected to have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, many of our engagements involve projects that are critical to the operations of our customers’ business and provide benefits that are difficult to quantify. Any failure in a customer’s systems or our failure to meet our contractual obligations to our clients, including any breach involving a customer’s confidential information or sensitive data, or our obligations under applicable laws or regulations could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to contractually limit our liability for damages arising from negligent acts, errors, mistakes, or omissions in rendering our services, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances or will otherwise protect us from liability for damages. Although we have general liability insurance coverage, including coverage for errors or omissions, there can be no assurance that such coverage will cover all types of claims, continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. The successful assertion of one or more large claims against us that exceed or are not covered by our insurance coverage or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Foreign Currency Risk

Overall, we believe that we have limited revenue risk resulting from movement in foreign currency exchange rates as approximately 78.7% of our revenues for the three months ended March 31, 2015 were generated from customers located in North America. Revenue from our customers in the United Kingdom, Europe and Rest of World represented 9.8%, 6.6% and 4.9%, respectively, of our 2015 revenues. Accordingly, our operating results outside the United States may be affected by fluctuations in the exchange rate of the British pound, Euro, and other currencies to the U.S. dollar.

A portion of our costs in India, representing approximately 22.8% of our global operating costs for the three months ended March 31, 2015, are denominated in the Indian rupee and are subject to foreign exchange rate fluctuations. These foreign currency exchange rate fluctuations have an impact on our results of operations. In addition, 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. For the three months ended March 31, 2015, we reported foreign currency exchange losses, exclusive of hedging gains or losses, of approximately $0.4 million, which were primarily attributed to the remeasurement of the Indian rupee denominated net monetary assets on the books of our Indian subsidiaries to the U.S. dollar functional currency as well as the remeasurement of other net monetary assets denominated in currencies other than the functional currency of the subsidiary. On an ongoing basis, we manage a portion of this risk by limiting our net monetary asset exposure to certain currencies, primarily the Indian rupee, in our foreign subsidiaries.

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We entered into a series of foreign exchange forward contracts that are designated as cash flow hedges of certain Indian rupee denominated payments in India. Our Indian subsidiaries, collectively referred to as Cognizant India, converts U.S. dollar receipts from intercompany billings to Indian rupees to fund local expenses. These hedges to buy Indian rupees and sell U.S. dollars are intended to partially offset the impact of movement of exchange rates on future operating costs. For the three months ended March 31, 2015, we reported losses of $13.7 million on contracts that settled during this period. As of March 31, 2015, we have outstanding contracts with a notional value of $2,910.0 million and weighted average forward rate of 66.7 rupees to the U.S. dollar. These contracts are scheduled to mature as follows:

	Notional Value (in millions)		Weighted Average Contract Rate (Indian rupee to U.S. dollar)
2015	$	990.0	61.2
2016	1,020.0		68.0
2017	750.0		71.1
2018	150.0		72.4
Total	$	2,910.0	66.7

Our foreign subsidiaries are exposed to foreign exchange rate risk for transactions denominated in currencies other than the functional currency of the respective subsidiary. We also use foreign exchange forward contracts to hedge balance sheet exposure to certain monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiary. These contracts are not designated as hedges and are intended to offset the foreign currency exchange gains or losses upon remeasurement of these net monetary assets. We entered into a series of foreign exchange forward contracts scheduled to mature in 2015 which are used to hedge our foreign currency denominated net monetary assets. At March 31, 2015, the notional value of the outstanding contracts was $188.3 million and the related fair value was a liability of $3.3 million. During the three months ended March 31, 2015, inclusive of approximately $1.8 million of losses on these undesignated balance sheet hedges, we reported net foreign currency exchange losses of approximately $2.2 million.

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 the 2015 and 2014 periods that have, or are reasonably likely to have, a current or future effect on the company’s 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 unaudited condensed consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities, including the recoverability of tangible and intangible assets, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. On an on-going basis, we evaluate our estimates. The most significant estimates relate to the recognition of revenue and profits based on the percentage of completion method of accounting for certain fixed-bid contracts, the allowance for doubtful accounts, income taxes, valuation of goodwill and other long-lived assets, valuation of investments and derivative financial instruments, assumptions used in valuing stock-based compensation arrangements, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual amounts may differ from the estimates used in the preparation of the accompanying condensed consolidated financial statements. For a discussion of our critical accounting estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K. Our significant accounting policies are described in Note 1 to the audited consolidated financial statements included in our 2014 Annual Report on Form 10-K. There have been no material changes to the aforementioned critical accounting estimates and policies during the quarter.

Recent Accounting Pronouncements

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

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Effects of Inflation

Our most significant costs are the salaries and related benefits for our programming staff and other professionals. In certain regions, competition for professionals with 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 contracts. Historically, we have experienced increases in compensation and benefit costs, including incentive-based compensation, 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 price increases or cost management strategies such as managing discretionary costs, 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.

Forward Looking Statements

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “expects,” “may,” “could,” “would,” “plan,” “intend,” “estimate,” “predict,” “potential,” “continue,” “should” or “anticipates” 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 Securities and Exchange Commission, or press releases or oral statements made by or with the approval of one of our authorized executive officers. These forward-looking statements, such as statements regarding anticipated future revenues or operating margins, anticipated growth opportunities, earnings, capital expenditures, liquidity, plans, objectives 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. Our actual results, performance or achievements could differ materially from the results expressed in, 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, but not limited to:

• competition from other service providers;

• the risk that our operating margin may decline and we may not be able to sustain our current level of profitability;

• the risk of liability or damage to our reputation resulting from security breaches;

• any possible failure to comply with or adapt to changes in healthcare-related data protection and privacy laws;

• the loss of customers, especially as a few customers account for a large portion of our revenues;

• the risk that we may not be able to keep pace with the rapidly evolving technological environment;

• the rate of growth in the use of technology in business and the type and level of technology spending by our clients;

• mispricing of our services, especially as an increasing percentage of our revenues are derived from fixed-price contracts;

• the risk that we might not be able to maintain effective internal controls, including as we acquire and integrate other companies;

• our inability to successfully acquire or integrate target companies;

• system failure or disruptions in our communications or information technology;

• the risk that we may lose key executives and not be able to enforce non-competition agreements with them;

• competition for hiring highly-skilled technical personnel;

• possible failure to provide end-to-end business solutions and deliver complex and large projects for our clients;

• the risk of reputational harm to us;

• our revenues being highly dependent on clients concentrated in certain industries, including financial services and healthcare, and located primarily in the United States and Europe;

• risks relating to our global operations, including our operations in India;

• the effects of fluctuations in the Indian rupee and other currency exchange rates;

• the effect of our use of derivative instruments;

• the risk of war, terrorist activities, pandemics and natural disasters;

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• the possibility that we may be required, as a result of our indebtedness, or otherwise choose to repatriate foreign earnings or that our foreign earnings or profits may become subject to U.S. taxes;

• the possibility that we may lose certain tax benefits provided to companies in our industry by the Indian government;

• the risk that we may not be able to enforce or protect our intellectual property rights, or that we may infringe upon the intellectual property rights of others;

• changes in domestic and international regulations and legislation relating to immigration and anti-outsourcing;

• increased regulation of the financial services and healthcare industries, as well as other industries in which our clients operate; and

• the factors set forth in Part I, in the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.

You are advised to consult any further disclosures we make on related subjects in the reports we file with the Securities and Exchange Commission, including this report in the section titled “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part I, Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2014. 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.

Item 3.    Quantitative and Qualitative Disclosures about Market 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. 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.

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. Cognizant India converts U.S. dollar receipts from intercompany billings to Indian rupees to fund local expenses. These U.S. dollar / Indian rupee hedges are intended to partially offset the impact of movement of exchange rates on future operating costs. As of March 31, 2015, 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)
2015	$	990.0	61.2
2016	1,020.0		68.0
2017	750.0		71.1
2018	$	150.0	72.4
Total	$	2,910.0	66.7

As of March 31, 2015, the net unrealized loss on our outstanding foreign exchange forward contracts was $54.2 million. Based upon a sensitivity analysis of our foreign exchange forward contracts at March 31, 2015, 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 $265.4 million.

Our foreign subsidiaries are exposed to foreign currency exchange rate risk for transactions denominated in currencies other than the functional currency of the respective subsidiary. We also use foreign exchange forward contracts to hedge balance sheet exposure to certain monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiary. These contracts are not designated as hedges and are intended to offset the foreign currency exchange gains or losses upon remeasurement of these net monetary assets. We entered into a series of foreign exchange forward contracts scheduled to mature in 2015 which are used to hedge our foreign currency denominated net monetary assets. At March 31, 2015, the notional value of the outstanding contracts was $188.3 million and the related fair value was a liability of $3.3 million. Based upon a sensitivity analysis of our foreign exchange forward contracts at March 31, 2015, 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 $19.1 million.

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In the fourth quarter of 2014, we entered into the credit agreement providing for a $1,000.0 million unsecured term loan and a $750.0 million unsecured revolving credit facility. The term loan and the revolving credit facility both mature on November 20, 2019. As of March 31, 2015, we have $975.0 million and $100.0 million outstanding under the term loan and the revolving credit facility, respectively. The credit agreement requires interest to be paid at either the base rate or the Eurocurrency rate, plus a margin. The margin over the base rate is 0.00%, and the margin over the Eurocurrency rate ranges from 0.75% to 1.125%, depending on our debt ratings (or, if we have not received debt ratings, from 0.875% to 1.00%, depending on our debt to total stockholders' equity 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% change in interest rates, with all other variables held constant, would have resulted in a 1.5% change to our reported interest expense.

In addition, our cash, cash equivalents and short-term investments are subject to market risk from changes in interest rates. As of March 31, 2015, a 10% change in interest rates, with all other variables held constant, would result in a change in the fair market value of our available-for-sale investment securities of approximately $1.6 million.

Information provided by the sensitivity analysis does not necessarily represent the actual changes that would occur under normal market conditions.

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 investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. As of March 31, 2015, our short-term investments totaled $2,078.4 million. Our investment portfolio is primarily comprised of time deposits, mutual funds invested in fixed income securities and 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 include Government National Mortgage Association (GNMA) mortgage backed securities and securities backed by auto loans, credit card receivables, and other receivables.

Item 4.    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 design and operating effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of March 31, 2015. Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of March 31, 2015, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our chief executive officer and our chief financial officer as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Securities and Exchange Commission on February 27, 2015.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Our existing stock repurchase program, as amended and approved by our Board of Directors, allows for the repurchase of $2.0 billion of our outstanding shares of Class A common stock, excluding fees and expenses, through December 31, 2015. Under the 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 Securities Exchange Act of 1934, or in private transactions, in accordance with applicable federal securities laws. The timing of repurchases and the exact number of shares to be purchased are determined by the company’s management, in its discretion, or pursuant to a Rule 10b5-1 trading plan, and will depend upon market conditions and other factors.

During the three months ended March 31, 2015, we repurchased $25.0 million of our Class A common stock under our stock repurchase program. These stock repurchases were funded from working capital. As of March 31, 2015, the remaining available balance under the Board authorization was $788.9 million.

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)
January 1, 2015 - January 31, 2015	—	$	—	—	$	813.9
February 1, 2015 - February 28, 2015	300,000	62.50		300,000	795.2
March 1, 2015 - March 31, 2015	100,000	62.10		100,000	788.9
Total	400,000	$	62.40	400,000

In addition, during the three months ended March 31, 2015, we purchased additional shares in connection with our stock-based compensation plans, whereby shares of our common stock were tendered by employees for payment of applicable statutory tax withholdings. For the three months ended March 31, 2015, we purchased 217,014 shares at an aggregate cost of $13.4 million in connection with employee tax withholding obligations.

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Item 6.    Exhibits.

EXHIBIT INDEX

		Incorporated by Reference
Number	Exhibit Description	Form	File No.	Exhibit	Date	Filed or Furnished Herewith
3.1	Restated Certificate of Incorporation	8-K	000-24429	3.2	9/17/2013
3.2	Amended and Restated Bylaws, as adopted on June 4, 2013	8-K	000-24429	3.2	6/5/2013
10.1	Cognizant Technology Solutions Corporation Amended and Restated 2009 Incentive Compensation Plan (effective March 9, 2015)					Filed
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					Filed
31.2	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					Filed
32.1	Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350					Furnished
32.2	Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350					Furnished
101.INS	XBRL Instance Document					Filed
101.SCH	XBRL Taxonomy Extension Schema Document					Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					Filed

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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 thereunto duly authorized.

		Cognizant Technology Solutions Corporation
Date:	May 4, 2015		By:	/s/ Francisco D’Souza
				Francisco D’Souza,
				Chief Executive Officer
				(Principal Executive Officer)

Date:	May 4, 2015	By:	/s/ Karen McLoughlin
			Karen McLoughlin,
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

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EX-10.1

EXHIBIT 10.1

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

AMENDED AND RESTATED 2009 INCENTIVE COMPENSATION PLAN

ARTICLE ONE

GENERAL PROVISIONS

I.PURPOSE OF THE PLAN

This Amended and Restated 2009 Incentive Compensation Plan is intended to promote the business success and interests of Cognizant Technology Solutions Corporation, a Delaware corporation, by providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation and to contribute to the Corporation’s growth and long-term success.

Cognizant Technology Solutions Corporation adopted the 2009 Incentive Compensation Plan (the “2009 Plan”) on April 15, 2009 subject to stockholder approval, and the 2009 Plan was approved by the Corporation’s stockholders on June 5, 2009. The Corporation subsequently approved a first amendment to the 2009 Plan on February 19, 2014, which was approved by the Corporation’s stockholders on June 3, 2014. The Corporation subsequently approved a second amendment to the 2009 Plan on September 18, 2014. The 2009 Plan is hereby being amended and restated to incorporate the plan amendments and to reflect the effect of the Company’s 2-for-1 stock split on March 7, 2014. This amendment and restatement of the 2009 Plan is effective as of March 9, 2015.

Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.

II.STRUCTURE OF THE PLAN

A.    The Plan shall be divided into three separate incentive compensation programs:

-    the Discretionary Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock,

-    the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock pursuant to restricted stock awards, restricted stock units, performance shares or other stock-based awards which vest upon the completion of a designated service period and/or the attainment of pre-established performance milestones, or such shares of Common Stock may be issued through direct purchase or as a bonus for services rendered to the Corporation (or any Parent or Subsidiary), and

-    the Incentive Bonus Program under which eligible persons may, at the discretion of the Plan Administrator, be provided with bonus opportunities through performance unit awards and other special cash incentive programs tied to the attainment of pre-established performance milestones.

B.    The provisions of Articles One and Five shall apply to all incentive compensation programs under the Plan and shall govern the interests of all persons under the Plan.

III. ADMINISTRATION OF THE PLAN

A.    The Compensation Committee shall have sole and exclusive authority to administer the Plan with respect to Section 16 Insiders. Administration of the Plan with respect to all other persons eligible to participate in the Plan may, at the Board’s discretion, be vested in the Compensation Committee or a Secondary Board Committee, or the Board may retain the power to administer those programs with respect to all such persons. In addition, administration of the Plan may, at the Board’s discretion, be vested in a Special Award Committee with authority to administer the Plan with respect to employees other than Section 16 Insiders and members of such Special Award Committee and to make Awards to such individuals under the Plan subject to such limitations and other terms and conditions as the Board shall specify from time to time. Notwithstanding the foregoing,

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any Awards for one or more members of the Compensation Committee (other than ad hoc or formulaic Awards made to all or substantially all of the non-employee Board members on substantially the same basis) must be authorized by a disinterested majority of the non-employee Board members.

B.    Members of the Compensation Committee or any Secondary Board Committee or Special Award Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Board Committee or Special Award Committee and reassume all powers and authority previously delegated to such committee.

C.    Each Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the provisions of the Plan and any outstanding Awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the scope of its administrative functions under the Plan shall be final and binding on all parties who have an interest in the Plan under its jurisdiction or any Award thereunder.

D.    Service as a Plan Administrator by the members of the Compensation Committee or the Secondary Board Committee shall constitute service as Board members, and the members of each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the Compensation Committee, the Special Award Committee or the Secondary Board Committee shall be liable for any act or omission made in good faith with respect to the Plan or any Award thereunder.

IV. ELIGIBILITY

A.    The persons eligible to participate in the Plan are as follows:

(i)    Employees,

(ii)    non-employee members of the Board or the board of directors of any Parent or Subsidiary, and

(iii)    consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

B.    The Plan Administrator shall have full authority to determine, (i) with respect to Awards made under the Discretionary Grant Program, which eligible persons are to receive such Awards, the time or times when those Awards are to be made, the number of shares to be covered by each such Award, the time or times when the Award is to become exercisable, the vesting schedule (if any) applicable to the Award, the maximum term for which such Award is to remain outstanding and the status of a granted option as either an Incentive Option or a Non-Statutory Option; (ii) with respect to Awards under the Stock Issuance Program, which eligible persons are to receive such Awards, the time or times when the Awards are to be made, the number of shares subject to each such Award, the applicable performance and/or service vesting provisions, the issuance schedule in effect for the shares that vest and become issuable under such Award, the cash consideration (if any) payable for those shares and the form (cash or shares of Common Stock) in which the Award is to be settled; and (iii) with respect to Awards under the Incentive Bonus Program, which eligible persons are to receive such Awards, the time or times when the Awards are to be made, the performance objectives for each such Award, the amounts payable at designated levels of attained performance, any applicable service vesting requirements, the payout schedule for each such Award and the form (cash or shares of Common Stock) in which the Award is to be settled.

V. STOCK SUBJECT TO THE PLAN

A.    The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common Stock initially reserved for issuance over the term of the Plan shall be limited to Forty-Eight Million (48,000,000) shares. The Plan shall serve as the successor to the Predecessor Plans, and no further stock option grants or other awards shall be made under the Predecessor Plans on or after the Plan Effective Date. However, all option grants and unvested share awards outstanding under the Predecessor Plans on the Plan Effective Date shall continue in full force and effect in accordance with their terms, and no provision of this Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of those awards with respect to their acquisition of shares of Common Stock thereunder.

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B.    Notwithstanding the foregoing, for each share of Common Stock issued without cash consideration pursuant to the Stock Issuance or the Incentive Bonus Program, the number of shares of Common Stock available for issuance under the Plan shall be reduced by 1.55 shares of Common Stock.

C.    The maximum number of shares of Common Stock that may be issued pursuant to Incentive Options granted under the Plan shall be limited to Forty-Eight Million (48,000,000) shares, subject to periodic adjustment in accordance with Section V.G. of this Article One.

D.    Each person participating in the Plan shall be subject the following limitations:

-    for Awards to Employees, consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary) denominated in shares of Common Stock at the time of grant (whether subsequently payable in cash or Common Stock, or a combination of both), the maximum number of shares of Common Stock for which such Awards may be made to such person in any calendar year shall not exceed Five Million (5,000,000) shares of Common Stock in the aggregate, and

-    for Awards denominated in dollars at the time of grant (whether subsequently payable in cash or Common Stock, or a combination of both), the maximum dollar amount for which such Awards may be made to such person in any calendar year shall not exceed Four Million Dollars ($4,000,000),

-    for Awards to non-employee members of the Board or the board of directors of any Parent or Subsidiary denominated in shares of Common Stock at the time of grant (whether subsequently payable in cash or Common Stock, or a combination of both), the maximum number of shares of Common Stock for which such Awards may be made to such person in any calendar year shall not exceed One Hundred Thousand (100,000) shares of Common Stock in the aggregate.

E.    Shares of Common Stock subject to outstanding Awards made under the Plan shall be available for subsequent issuance under the Plan to the extent those Awards expire or terminate for any reason prior to the issuance of the shares of Common Stock subject to those Awards. Unvested shares issued under the Plan and subsequently forfeited or repurchased by the Corporation, at a price per share not greater than the original issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for subsequent reissuance.

F.    Should the exercise price of an option under the Plan be paid with shares of Common Stock, then the authorized reserve of Common Stock under the Plan shall be reduced by the gross number of shares for which that option is exercised, and not by the net number of shares issued under the exercised stock option. Upon the exercise of any stock appreciation right under the Plan, the share reserve shall be reduced by the gross number of shares as to which such right is exercised, and not by the net number of shares actually issued by the Corporation upon such exercise. If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding taxes or other taxes incurred in connection with the issuance, vesting or exercise of an Award or the issuance of Common Stock thereunder (including, without limitation any fringe benefit or employer taxes permitted to be passed through to the employee under applicable law), then the number of shares of Common Stock available for issuance under the Plan shall be reduced on the basis of the gross number of shares issued, vested or exercised under such Award, calculated in each instance prior to any such share withholding.

G.    Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities by which the share reserve will be reduced for each security issued without cash consideration under the Stock Issuance and Incentive Bonus Programs, (iii) the maximum number and/or class of securities issuable under the Plan pursuant to Incentive Options, (iv) the maximum number and/or class of securities for which any one person may be granted Common Stock-denominated Awards under the Plan per calendar year, (v) the number and/or class of securities and the exercise or base price per share in effect under each outstanding Award under the Discretionary Grant Program, (vi) the number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable per share, (vii) the number and/or class of securities subject to each outstanding Award under the Incentive Bonus Program denominated in shares of Common Stock and (viii) the number and/or class of securities subject to the Corporation’s outstanding repurchase rights under the Plan and the repurchase price payable per share. The adjustments shall be made in such manner as the Plan Administrator deems appropriate and such adjustments shall

A-3

be final, binding and conclusive. In the event of a Change in Control, however, the adjustments (if any) shall be made solely in accordance with the applicable provisions of the Plan governing Change in Control transactions.

H.    Outstanding Awards granted pursuant to the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

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ARTICLE TWO

DISCRETIONARY GRANT PROGRAM

I. OPTION TERMS

Each option shall be evidenced by an Award Agreement in the form approved by the Plan Administrator; provided, however, that each such Award Agreement shall comply with the terms specified below. Each Award Agreement evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options.

A.    Exercise Price.

1.    The exercise price per share shall be fixed by the Plan Administrator; provided, however, that such exercise price shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant date.

2.    The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of the Award Agreement, be payable in one or more of the forms specified below:

(i)    cash or check made payable to the Corporation,

(ii)    shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership) held for the requisite period (if any) necessary to avoid any resulting charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date,

(iii)    to the extent the option is exercised for vested shares of Common Stock, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide instructions to (a) a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of all or a portion of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes and Foreign Taxes required to be withheld by the Corporation by reason of such exercise and any employer taxes required to be paid by the Optionee under Section V.B, V.C or V.D of this Article II and (b) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale, or

(iv)    to the extent the option is at the time exercisable for vested shares of Common Stock, through the surrender to the Corporation of all or any part of that vested portion for an appreciation distribution payable in shares of Common Stock with a Fair Market Value at the time of such option surrender equal to the dollar amount by which the then Fair Market Value of the shares of Common Stock subject to the surrendered portion exceeds the aggregate exercise price payable for those shares of Common Stock, with any resulting fractional share to be rounded down to the next whole share.

Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.

B.    Term and Exercisability of Options.

1.    No option shall have a term in excess of seven (7) years measured from the option grant date. Unless a shorter term is specified in the Award Agreement, each option under the Discretionary Grant Program shall have such a seven (7)-year maximum term.

2.    Unless otherwise set forth in the Award Agreement, each option shall vest and become exercisable for twenty-five percent (25%) of the option shares upon the Optionee’s completion of each year of Service over the four (4)-year period measured from the grant date. In no event, however, shall such option be exercisable for fractional shares.

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3.    The Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more Awards under the Discretionary Grant Program so that those Awards shall vest and become exercisable only after the achievement of pre-established corporate performance objectives based on one or more Performance Goals and measured over the performance period specified by the Plan Administrator at the time of the Award

C.    Effect of Termination of Service.

1.    Unless otherwise set forth in the Award Agreement, the following provisions shall govern the exercise of any options granted to an Optionee pursuant to the Discretionary Grant Program that are outstanding at the time of his or her cessation of Service or death:

(i)    Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability, Misconduct or Cause) while an option is outstanding, then Optionee (or any person or persons to whom an option is transferred pursuant to a permitted transfer under Paragraph F below) shall have a three (3)-month period measured from the date of such cessation of Service during which to exercise the option, but in no event shall the option be exercisable at any time after the expiration of the option term.

(ii)    Should Optionee die while his or her option is outstanding, then the option may be exercised by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or (iii) the person to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph F below, as the case may be. However, if Optionee dies while holding an outstanding option under the Discretionary Grant Program and has an effective beneficiary designation in effect for that option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise the option following Optionee’s death. Any such right to exercise the option shall lapse, and the option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death and (ii) the expiration of the option term.

(iii)    Should Optionee cease Service by reason of Permanent Disability while his or her option is outstanding, then Optionee (or any person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph F below) shall have a twelve (12)-month period measured from the date of such cessation of Service during which to exercise the option. In no event shall the option be exercisable at any time after the expiration of the option term.

(iv)    The applicable period of post-Service exercisability in effect pursuant to the foregoing provisions of this Paragraph C.1 shall automatically be extended by an additional period of time equal in duration to any interval within such post-Service exercise period during which the exercise of the option or the immediate sale of the underlying shares of Common Stock purchasable under that option cannot be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the extension of the option beyond the expiration of the maximum option term.

(v)    During the limited period of post-Service exercisability, the option may not be exercised in the aggregate for more than the number of shares of Common Stock for which such option is, at the time of Optionee’s cessation of Service, vested and exercisable pursuant to the vesting provisions of Paragraph B.2 above or the special vesting acceleration provisions of Section IV.A of this Article Two. The option shall not vest or become exercisable for any additional underlying shares of Common Stock, whether pursuant to the normal vesting provisions of Paragraph B.2 above or the special vesting acceleration provisions of Section IV.A of this Article Two, following Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the expiration of the term, the option shall terminate and cease to be outstanding for any exercisable shares of Common Stock for which the option has not otherwise been exercised.

(vi)    Should Optionee’s Service be terminated for Misconduct or Cause or should Optionee otherwise engage in any Misconduct or other act or omission constituting grounds for termination for Cause while his or her option is outstanding, then such option, whether vested or unvested at the time, shall terminate immediately and cease to remain outstanding.

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2.    The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:

(i)    extend the period of time for which the option is to remain exercisable following Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or

(ii)    permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of Optionee’s cessation of Service but also with respect to one or more additional shares in which Optionee would have vested had Optionee continued in Service.

D.    Stockholder Rights. The holder of an option shall have no stockholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares.

E.    Repurchase Rights. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of Common Stock. Should the Optionee cease Service while such shares are unvested, the Corporation shall have the right to repurchase any or all of those unvested shares at a price per share equal to the lower of (i) the exercise price paid per share or (ii) the Fair Market Value per share of Common Stock at the time of repurchase. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.

F.    Transferability of Options. The transferability of options granted under the Plan shall be governed by the following provisions:

(i)    Incentive Options: During the lifetime of the Optionee, Incentive Options shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or the laws of inheritance following the Optionee’s death.

(ii)    Non-Statutory Options. Non-Statutory Options shall be subject to the same limitation on transfer as Incentive Options. Notwithstanding the foregoing, unless otherwise set forth in the Award Agreement, a Non-Statutory Option may be assigned in whole or in part during the Optionee’s lifetime, by gratuitous transfer to a revocable living trust established for the exclusive benefit of Optionee or Optionee and his or her spouse (the “Trust”) or pursuant to a domestic relations order to Optionee’s former spouse in settlement of their marital property rights (the “Spouse Transferee”). The assigned portion may only be exercised by the Trust or the Spouse Transferee acquiring the proprietary interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate.

(iii)    Beneficiary Designations. Notwithstanding the foregoing, the Optionee may designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options under this Article Two (whether Incentive Options or Non-Statutory Options), and those options shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions of the applicable agreement evidencing each such transferred option, including (without limitation) the limited time period during which the option may be exercised following the Optionee’s death.

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles One, Two and Six shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options when issued under the Plan shall not be subject to the terms of this Section II.

A.    Eligibility. Incentive Options may only be granted to Employees.

B.    Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option

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plan of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000).

To the extent the Employee holds two (2) or more such options which become exercisable for the first time in the same calendar year, then for purposes of the foregoing limitations on the exercisability of those options as Incentive Options, such options shall be deemed to become first exercisable in that calendar year on the basis of the chronological order in which they were granted, except to the extent otherwise provided under applicable law or regulation.

C.    10% Stockholder. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option term shall not exceed five (5) years measured from the option grant date.

III. STOCK APPRECIATION RIGHTS

A.    Authority. The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock appreciation rights in accordance with this Section III to selected Optionees or other individuals eligible to receive option grants under the Discretionary Grant Program.

B.    Types. Two types of stock appreciation rights shall be authorized for issuance under this Section III: (i) tandem stock appreciation rights (“Tandem Rights”) and (ii) Stand-Alone stock appreciation rights (“Stand-Alone Rights”).

C.    Tandem Rights. The following terms and conditions shall govern the grant and exercise of Tandem Rights.

1.    One or more Optionees may be granted a Tandem Right, exercisable upon such terms and conditions as the Plan Administrator may establish, to elect between the exercise of the underlying option for shares of Common Stock or the surrender of that option in exchange for a distribution from the Corporation in an amount equal to the excess of (i) the Fair Market Value (on the option surrender date) of the number of shares in which the Optionee is at the time vested under the surrendered option (or surrendered portion thereof) over (ii) the aggregate exercise price payable for such vested shares.

2.    Any distribution to which the Optionee becomes entitled upon the exercise of a Tandem Right may be made in (i) shares of Common Stock valued at Fair Market Value on the option surrender date, (ii) cash or (iii) a combination of cash and shares of Common Stock, as the Plan Administrator shall determine in its sole discretion. Unless otherwise specified in the applicable Award Agreement, the distribution shall be made in shares of Common Stock.

D.    Stand-Alone Rights. The following terms and conditions shall govern the grant and exercise of Stand-Alone Rights:

1.    One or more individuals eligible to participate in the Discretionary Grant Program may be granted a Stand-Alone Right not tied to any underlying option under this Discretionary Grant Program. The Stand-Alone Right shall relate to a specified number of shares of Common Stock and shall be exercisable upon such terms and conditions as the Plan Administrator may establish. In no event, however, may the Stand-Alone Right have a maximum term in excess of seven (7) years measured from the grant date. Except to the extent otherwise provided in the applicable Award Agreement, the provisions of Paragraphs B.1 and B.2 of Section I of this Article Two shall govern the term and exercisability of each Stand-Alone Right awarded under the Plan.

2.    Upon exercise of the Stand-Alone Right, the holder shall be entitled to receive a distribution from the Corporation in an amount equal to the excess of (i) the aggregate Fair Market Value (on the exercise date) of the shares of Common Stock underlying the exercised right over (ii) the aggregate base price in effect for those shares.

3.    The number of shares of Common Stock underlying each Stand-Alone Right and the base price in effect for those shares shall be determined by the Plan Administrator in its sole discretion at the time the Stand-Alone Right is granted. In no event, however, may the base price per share be less than the Fair Market Value per underlying share of Common Stock on the grant date.

4.    Stand-Alone Rights shall be subject to the same transferability restrictions applicable to Non-Statutory Options under Section I.F of this Article Two. In addition, one or more beneficiaries may be designated for an outstanding Stand-Alone Right in accordance with substantially the same terms and provisions as set forth in Section I.F of this Article Two.

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5.    The distribution with respect to an exercised Stand-Alone Right may be made in (i) shares of Common Stock valued at Fair Market Value on the exercise date, (ii) cash or (iii) a combination of cash and shares of Common Stock, as the Plan Administrator shall determine in its sole discretion. Unless otherwise specified in the applicable Award Agreement, the distribution shall be made in shares of Common Stock.

6.    The holder of a Stand-Alone Right shall have no stockholder rights with respect to the shares subject to the Stand-Alone Right unless and until such person shall have exercised the Stand-Alone Right and become a holder of record of the shares of Common Stock issued upon the exercise of such Stand-Alone Right.

E.    Post-Service Exercise. The provisions governing the exercise of Tandem and Stand-Alone Rights following the cessation of the recipient’s Service shall be the same as those set forth in Section I.C of this Article Two for the options granted under the Discretionary Grant Program, and the Plan Administrator’s discretionary authority under Section I.C.2 of this Article Two shall also extend to any outstanding Tandem or Stand-Alone Appreciation Rights.

IV. CHANGE IN CONTROL

A.    In the event of an actual Change in Control transaction, each Award outstanding at that time under the Discretionary Grant Program but not otherwise fully vested and exercisable shall automatically accelerate and become exercisable immediately prior to the effective date of that Change in Control as to all of the shares of Common Stock at the time subject to such Award, unless (i) such Award is to be assumed by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such Award is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time on the Change in Control on any shares as to which the Award is not otherwise at that time vested and exercisable and provides for the subsequent vesting and payout of that spread in accordance with the same exercise/vesting schedule in effect for that Award or (iii) the acceleration of such Award is subject to other limitations imposed by the Plan Administrator.

B.    All outstanding repurchase rights under the Discretionary Grant Program shall automatically terminate, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, immediately prior to the effective date of an actual Change in Control transaction, except to the extent: (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator.

C.    Immediately following the consummation of the Change in Control, all outstanding Awards under the Discretionary Grant Program shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction.

D.    Each Award under the Discretionary Grant Program which is assumed in connection with a Change in Control or otherwise continued in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to that Award would have been converted in consummation of such Change in Control had those shares actually been outstanding at that time. Equitable adjustments to reflect such Change in Control shall also be made to (i) the exercise or base price per share in effect under each such assumed Award under the Discretionary Grant Program, provided the aggregate exercise or base price in effect for such securities shall remain the same, (ii) the maximum number and/or class of securities available for issuance over the remaining term of the Plan, (iii) the number and/or class of securities by which the share reserve will be reduced for each security issued without cash consideration under the Stock Issuance and Incentive Bonus Programs, (iv) the maximum number and/or class of securities which may be issued pursuant to Incentive Options granted under the Plan, (v) the maximum number and/or class of securities for which any one person may be granted Common Stock-denominated Awards under the Plan per calendar year, (vi) the number and/or class of securities and the exercise or base price per share in effect under each outstanding Award under the Discretionary Grant Program, (vii) the number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable per share, (viii) the number and/or class of securities subject to each outstanding Award under the Incentive Bonus Program denominated in shares of Common Stock and (ix) the number and/or class of securities subject to the Corporation’s outstanding repurchase rights under the Plan and the repurchase price payable per share. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the outstanding Awards under the Discretionary Grant Program and subject to the Plan Administrator’s approval, substitute, for the securities underlying those assumed rights, one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction, provided such common stock is readily traded on an established U.S. securities exchange.

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E.    The Plan Administrator shall have the discretionary authority to structure one or more outstanding Awards under the Discretionary Grant Program so that those Awards shall, immediately prior to the effective date of an actual Change in Control transaction, vest and become exercisable as to all the shares of Common Stock at the time subject to those Awards and may be exercised as to any or all of those shares as fully vested shares of Common Stock, whether or not those Awards are to be assumed in the Change in Control transaction or otherwise continued in effect. In addition, the Plan Administrator shall have the discretionary authority to structure one or more of the Corporation’s repurchase rights under the Discretionary Grant Program so that those rights shall terminate immediately prior to the effective date of an actual Change in Control transaction, and the shares subject to those terminated rights shall thereupon vest in full.

F.    The Plan Administrator shall have full power and authority to structure one or more outstanding Awards under the Discretionary Grant Program so that those Awards shall vest and become exercisable as to all the shares of Common Stock at the time subject to those Awards in the event the Optionee’s Service is subsequently terminated by reason of an Involuntary Termination within a designated period following the effective date of any Change in Control transaction in which those Awards do not otherwise fully accelerate. In addition, the Plan Administrator may structure one or more of the Corporation’s repurchase rights so that those rights shall immediately terminate with respect to any shares held by the Optionee at the time of such Involuntary Termination, and the shares subject to those terminated repurchase rights shall accordingly vest in full at that time.

G.    The portion of any Incentive Option accelerated in connection with a Change in Control shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-statutory Option under the Federal tax laws.

V. TAX WITHHOLDING

A.    The Corporation’s obligation to deliver shares of Common Stock or make a cash payment in connection with the grant, exercise, vesting or settlement of any Award under this Discretionary Grant Program shall be subject to the satisfaction of all applicable income and employment taxes and Foreign Tax withholding requirements, any employer taxes passed through to the Optionee under Section V.B, V.C or V.D of this Article II and any other taxes required to be collected at the time of the grant, exercise, vesting or settlement of such Award. Accordingly, no shares shall be issued or cash payment made with respect to an outstanding Award under this Discretionary Grant Program until all such taxes have been collected.

B.    Any Optionee who is subject to taxation in India shall be required to pay any fringe benefits or other tax payable by the Corporation (or the Parent or Subsidiary employing such Optionee) as a result of or with respect to the grant, vesting or exercise of an Award under the Discretionary Grant Program or the issuance of shares of Common Stock thereunder (the “Employer Option Taxes”). Optionee must pay such Employer Option Taxes at such times and in such form as determined by the Corporation (or such Parent or Subsidiary).

C.    Any Optionee who is subject to taxation in the United Kingdom may, in the Corporation’s sole discretion, be required to pay all secondary Class 1 National Insurance Contributions which may otherwise be payable by the Corporation (or the Parent or Subsidiary employing such Optionee) arising in connection with the grant, vesting or exercise of an Award under the Discretionary Grant Program or the issuance of shares of Common Stock thereunder (the “Employer Option NIC”). If so required by the Corporation, the Optionee must pay such Employer Option NIC at such times and in such form as determined by the Corporation (or such Parent or Subsidiary).

    D.     Any Optionee subject to taxation in any jurisdiction shall pay any taxes or other amounts required to be paid by the Corporation (or any Parent or Subsidiary employing such Options) with respect to the grant, vesting or exercise of an Award under this Discretionary Grant Program or the issuance of shares of Common Stock thereunder, to the extent those taxes or other amounts are permitted to be passed through to the Optionee under applicable law. The Optionee must pay any such taxes or other amounts at such times and in such form as determined by the Corporation.

E.    The Optionee shall enter into such additional agreements as may be required by the Corporation (or the Parent or Subsidiary employing Optionee) to effect the transfer of the Employer Option Taxes, Employer Option NIC and any other taxes or payments from the Corporation (or the Parent or Subsidiary employing Optionee) to the Optionee.

VI. PROHIBITION ON REPRICING PROGRAMS

The Plan Administrator shall not (i) implement any cancellation/regrant program pursuant to which outstanding options or stock appreciation rights under the Plan are cancelled and new options or stock appreciation rights are granted in replacement with a lower exercise price per share, (ii) cancel outstanding options or stock appreciation rights under the Plan with exercise prices per share in excess of the then current Fair Market Value per share of Common Stock for consideration payable in

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cash or equity securities of the Corporation or (iii) otherwise directly reduce the exercise price in effect for outstanding options or stock appreciation rights under the Plan, without in each such instance obtaining stockholder approval.

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ARTICLE THREE

STOCK ISSUANCE PROGRAM

I. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance Program, either as vested or unvested shares, through direct and immediate issuances. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to performance shares or restricted stock units which entitle the recipients to receive the shares underlying those Awards upon the attainment of designated Performance Goals or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those Awards. Each Award under the Stock Issuance Program shall be evidenced by an Award Agreement in the form approved by the Plan Administrator; provided, however, that each such Award Agreement shall comply with the terms specified below.

A.    Issue Price/Consideration.

1.    Shares of Common Stock may be issued under the Stock Issuance Program for any of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance:

(i)    cash or check made payable to the Corporation,

(ii)    past services rendered to the Corporation (or any Parent or Subsidiary); or

(iii)    any other valid consideration under the State in which the Corporation is at the time incorporated.

2.    However, for shares of Common Stock to be issued for cash consideration, the cash consideration payable per share shall be fixed by the Plan Administrator at the time of the Award, but in no event shall such cash consideration be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the Award date.

B.    Vesting Provisions.

1.    Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance as a bonus for Service rendered or may vest in one or more installments over the Participant’s period of Service and/or upon the attainment of specified performance objectives. The elements of the vesting schedule applicable to any unvested shares of Common Stock issued under the Stock Issuance Program shall be determined by the Plan Administrator and incorporated into the Award Agreement. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to performance shares or restricted stock units which entitle the recipients to receive the shares underlying those Awards upon the attainment of designated performance goals and/or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those Awards, including (without limitation) a deferred distribution date on or after termination of the Participant’s Service, or upon the occurrence of such other dates or events as determined by the Plan Administrator, subject to the requirements of Section 409A of the Code. Notwithstanding the foregoing, the following limitations shall apply with respect to the vesting schedules established for the Awards made under the Stock Issuance Program, subject to the acceleration provisions of Paragraphs B.7 and B.8 below and Section II of this Article Three:

(i)    for any such Award which is to vest on the basis of Service, the minimum vesting period shall be three (3) years, with such vesting to occur in one or more installments over that period as determined by the Plan Administrator, but in no event more favorably than monthly; and

(ii)     for any such Award which is to vest on the basis of performance objectives, the performance period shall have a duration of at least one year.

2.    The Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more Awards under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall vest (or vest and become issuable) upon the achievement of pre-established performance objectives based on one or more Performance Goals and measured over the performance period specified by the Plan Administrator at the time of the Award.

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3.    The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any dividends paid on such shares, subject to any applicable vesting requirements. The Participant shall not have any stockholder rights with respect to the shares of Common Stock subject to a performance share or restricted stock unit Award until that Award vests and the shares of Common Stock are actually issued thereunder. However, dividend-equivalent units may be paid or credited, either in cash or in actual or phantom shares of Common Stock, on outstanding performance share or restricted stock unit Awards, subject to such terms and conditions as the Plan Administrator may deem appropriate.

4.    Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares, spin-off transaction, extraordinary dividend or distribution or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate. Equitable adjustments to reflect each such transaction shall also be made by the Plan Administrator to the repurchase price payable per share by the Corporation for any unvested securities subject to its existing repurchase rights under the Plan; provided the aggregate repurchase price shall in each instance remain the same.

5.    Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent, the Corporation shall repay to the Participant the lower of (i) the cash consideration paid for the surrendered shares or (ii) the Fair Market Value of those shares at the time of cancellation.

6.    The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock which would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives applicable to those shares. Any such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives. However, no vesting requirements tied to the attainment of performance objectives may be waived with respect to shares which were intended at the time of issuance to qualify as performance-based compensation under Code Section 162(m), except as otherwise provided in Section II of this Article Three.

7.    Outstanding performance shares or restricted stock units under the Stock Issuance Program shall automatically terminate, and no shares of Common Stock shall actually be issued in satisfaction of those Awards, if the performance goals or Service requirements established for those Awards are not attained or satisfied. The Plan Administrator, however, shall have the discretionary authority to issue vested shares of Common Stock under one or more outstanding Awards of performance shares or restricted stock units as to which the designated performance goals or Service requirements have not been attained or satisfied. However, no vesting requirements tied to the attainment of performance goals may be waived with respect to Awards which were intended, at the time those Awards were made, to qualify as performance-based compensation under Code Section 162(m), except as otherwise provided in Section II of this Article Three.

8.    The following additional requirements shall be in effect for any performance shares awarded under this Article Three:

(i)    At the end of the performance period, the Plan Administrator shall determine and confirm the actual level of attainment for each performance objective and the extent to which the performance shares awarded for that period are to vest and become payable based on the attained performance levels.

(ii)    The performance shares which so vest shall be paid as soon as practicable following the end of the performance period, unless such payment is to be deferred for the period specified by the Plan Administrator at the time the performance shares are initially awarded or the period designated by the Participant pursuant to a timely deferral election in accordance with the applicable requirements of Code Section 409A.

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(iii)    Performance shares may be paid in (i) cash, (ii) shares of Common Stock or (iii) any combination of cash and shares of Common Stock, as determined by the Plan Administrator in its sole discretion. Unless otherwise specified in the applicable Award Agreement, the distribution shall be made in shares of Common Stock.

(iv)    Performance shares may also be structured so that the shares are convertible into shares of Common Stock, but the rate at which each performance share is to so convert shall be based on the attained level of performance for each applicable performance objective.

II. CHANGE IN CONTROL

A.    Each outstanding Award under the Stock Issuance Program may be assumed in connection with a Change in Control or otherwise continued in effect. Each Award so assumed or continued in effect shall be adjusted immediately after the consummation of that Change in Control so as to apply to the number and class of securities into which the shares of Common Stock subject to that Award immediately prior to the Change in Control would have been converted in consummation of such Change in Control had those shares actually been outstanding at that time, and appropriate adjustments shall also be made to the cash consideration (if any) payable per share thereunder,provided the aggregate consideration shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the outstanding Awards and subject to the Plan Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction, provided such common stock is readily traded on an established U.S. securities exchange.

B.    If an Award under the Stock Issuance Program is not assumed or otherwise continued in effect or replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the underlying shares of Common Stock at the time of the Change in Control and provides for the subsequent vesting and payout of that value in accordance with the same vesting and issuance schedule in effect for those shares at the time of such Change in Control, then such Award shall vest, and the shares of Common Stock subject to that Award shall be issued as fully-vested shares, immediately prior to the effective date of the Change in Control or at such other time as set forth in the applicable Award Agreement.

C.    The Plan Administrator shall have the discretionary authority to structure one or more unvested Awards under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall automatically vest (or vest and become issuable) in whole or in part on the effective date of an actual Change in Control transaction or upon the subsequent termination of the Participant’s Service by reason of an Involuntary Termination within a designated period following the effective date of that Change in Control transaction.

D.    The Plan Administrator’s authority under Paragraph C of this Section II shall also extend to any Awards intended to qualify as performance-based compensation under Code Section 162(m), even though the automatic vesting of those Awards may result in their loss of performance-based status under Code Section 162(m).

E.    All of the Corporation’s outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and all the shares of Common Stock subject to those terminated rights shall vest in full, immediately prior to the effective date of an actual Change in Control transaction, except to the extent (i) the Awards to which those repurchase rights are to be assumed by the successor corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction, (ii) those Awards are to be replaced with a cash incentive program of the successor corporation which preserves, for each such Award, the Fair Market Value of the underlying shares of Common Stock at the time of the Change in Control and provides for the subsequent vesting and payout of that value in accordance with the same vesting schedule in effect for those shares at the time of such Change in Control or (iii) such accelerated vesting is precluded by other limitations imposed in the Stock Issuance Agreement.

III. COLLECTION OF WITHHOLDING TAXES

A.    The Corporation (or the Parent or Subsidiary employing Participant) shall collect the employee portion of the U.S. FICA taxes (Social Security and Medicare) with respect to the shares of Common Stock subject to an Award issued under this Stock Issuance Program at the time those shares vest. Such taxes shall be based on the Fair Market Value of such shares on their vesting date. The Corporation (or the Parent or Subsidiary employing Participant) shall also collect the employee portion of the FICA taxes with respect to any dividend equivalents payable pursuant to the Award at the time those dividend equivalents vest. Such taxes shall be based on the cash amount and the fair market value of any other property underlying the dividend equivalents on the vesting date. Unless the Participant delivers a separate check payable to the Corporation in the amount of the

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FICA taxes required to be withheld from the Participant, the Corporation shall withhold those taxes from the Participant’s wages. However, if the Participant is at the time an executive officer of the Corporation, then such withholding taxes must be collected from the Participant through delivery of his or her separate check not later than the vesting date. Notwithstanding the foregoing, for any shares of Common Stock to be issued immediately upon vesting or for any divided equivalents to be paid immediately upon vesting, the employee portion of the applicable FICA taxes shall be collected in the same manner as the federal, state and local income taxes are to be withheld under Section III.B below. The foregoing tax collection provisions shall also be applicable to the employee portion of any Foreign Taxes that become due and payable upon the vesting of the shares of Common Stock subject to an Award issued under this Stock Issuance Program.

B.    The Corporation shall collect the U.S. federal, state and local income taxes and/or all applicable Foreign Taxes required to be withheld with respect to the distribution of the phantom dividend equivalents to the Participant by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld.

C.    Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the U.S. federal, state and local income taxes and/or all applicable Foreign Taxes required to be withheld with respect to the issuance of the vested shares of Common Stock subject to the Award outstanding under this Stock Issuance Program through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such issuance, the number of shares (rounded up to the nearest whole share) with a Fair Market Value (measured as of the issuance date) equal to the amount of those taxes (the “Share Withholding Method”); provided, however, that the amount of any shares so withheld shall not exceed the amount necessary to satisfy the Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available.

D.    Should any shares of Common Stock subject to an Award be distributed at time the Share Withholding Method is not available, then the U.S. federal, state and local income taxes and/or all applicable Foreign Taxes required to be withheld with respect to those shares shall be collected from the Participant through either of the following alternatives:

(i)    the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or

(ii)    the use of the proceeds from a next-day sale of the shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s insider trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the issuance of the vested shares, to effect such sale of the shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.

E.    Any Participant who is subject to taxation in India shall be required to pay any fringe benefit or other tax payable by the Corporation (or the Parent or Subsidiary employing such Participant) as a result of or with respect to the grant, vesting or settlement of an Award under this Stock Issuance Program or the issuance of shares of Common Stock thereunder (the “Employer Issuance Taxes”) Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Employer Issuance Taxes shall be collected through the Share Withholding Method.

F.    Any Participant who is subject to taxation in the United Kingdom may, in the Corporation’s sole discretion, be required to pay all secondary Class 1 National Insurance Contributions which may otherwise be payable by the Corporation (or any Parent or Subsidiary employing or retaining or previously employing or retaining the Participant) arising in connection with the Award or the issuance of shares of Common Stock thereunder (the “Employer Issuance NIC”). If so required by the Corporation, and until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Employer Issuance NIC shall be collected through the Share Withholding Method.

G.    Any Participant subject to taxation in any jurisdiction shall pay any taxes or other amounts that are required by the laws of that jurisdiction to be paid by the Corporation (or any Parent or Subsidiary employing such Participant) with respect to the grant, vesting or settlement of an Award under this Stock Issuance Program or the issuance of shares of Common Stock thereunder, to the extent those taxes or other amounts are permitted to be passed through to the Participant under applicable law. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, such taxes or other amounts shall be collected through the Share Withholding Method.

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H.    The Participant shall enter into such additional agreements as may be required by the Corporation (or the Parent or Subsidiary employing Participant) to effect the transfer of the Employer Issuance Taxes, Employer Issuance NIC and any other taxes or payments from the Corporation (or the Parent or Subsidiary employing Participant) to the Participant.

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ARTICLE FOUR

INCENTIVE BONUS PROGRAM

I. INCENTIVE BONUS TERMS

The Plan Administrator shall have full power and authority to implement one or more of the following incentive bonus programs under the Plan:

(i)    cash bonus awards (“Cash Awards”),

(ii)    performance unit awards (“Performance Unit Awards”), and

(iii)    dividend equivalent rights (“DER Awards”).

A.    Cash Awards. The Plan Administrator shall have the discretionary authority under the Plan to make Cash Awards which are to vest in one or more installments over the Participant’s continued Service with the Corporation or upon the attainment of specified performance goals. Each such Cash Award shall be evidenced by an Award Agreement in the form approved by the Plan Administrator; provided however, that each such Award Agreement shall comply with the terms specified below.

1.    The elements of the vesting schedule applicable to each Cash Award shall be determined by the Plan Administrator and incorporated into the Award Agreement.

2.    The Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more Cash Awards so that those Awards shall vest upon the achievement of pre-established corporate performance objectives based upon one or more Performance Goals.

3.    Outstanding Cash Awards shall automatically terminate, and no cash payment or other consideration shall be due the holders of those Awards, if the performance goals or Service requirements established for the Awards are not attained or satisfied. The Plan Administrator may in its discretion waive the cancellation and termination of one or more unvested Cash Awards which would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives applicable to those Awards. Any such waiver shall result in the immediate vesting of the Participant’s interest in the Cash Award as to which the waiver applies. Such wavier may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives. However, no vesting requirements tied to the attainment of performance goals may be waived with respect to awards which were intended, at the time those awards were granted, to qualify as performance-based compensation under Code Section 162(m), except as otherwise provided in Section II of this Article Four.

4.    Cash Awards which become due and payable following the attainment of the applicable performance goals or satisfaction of the applicable Service requirement (or the waiver of such goals or Service requirement) may be paid in (i) cash, (ii) shares of Common Stock valued at Fair Market Value on the payment date or (iii) a combination of cash and shares of Common Stock, as the Plan Administrator shall determine in its sole discretion.

B.    Performance Unit Awards. The Plan Administrator shall have the discretionary authority to make Performance Unit Awards in accordance with the terms of this Article Four. Each such Performance Unit Award shall be evidenced by an Award Agreement in the form approved by the Plan Administrator; provided however, that each such Award Agreement shall comply with the terms specified below.

1.    A Performance Unit shall represent a participating interest in a special bonus pool tied to the attainment of pre-established performance objectives based on one or more Performance Goals. The amount of the bonus pool may vary with the level at which the applicable performance objectives are attained, and the value of each Performance Unit which becomes due and payable upon the attained level of performance shall be determined by dividing the amount of the resulting bonus pool (if any) by the total number of Performance Units issued and outstanding at the completion of the applicable performance period.

2.    Performance Units may also be structured to include a Service requirement which the Participant must satisfy following the attainment of the applicable performance objectives in order to vest in those Performance Units.

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3.    Performance Units which become due and payable following the attainment of the applicable performance objectives and the satisfaction of any applicable Service requirement may be paid in (i) cash, (ii) shares of Common Stock valued at Fair Market Value on the payment date or (iii) a combination of cash and shares of Common Stock, as determined by the Plan Administrator in its sole discretion and set forth in the Award Agreement.

C.    Dividend Equivalent Right (“DER”) Awards. The Plan Administrator shall have the discretionary authority to make DER Awards in accordance with the terms of this Article Four. Each such DER Award shall be evidenced by an Award Agreement in the form approved by the Plan Administrator; provided however, that each Award Agreement shall comply with the terms specified below.

1.    The DER Awards may be made as stand-alone awards or in tandem with other Awards made under the Plan. The term of each such DER Award shall be established by the Plan Administrator at the time of grant, but no DER Award shall have a term in excess of seven (7) years.

2.    Each DER shall represent the right to receive the economic equivalent of each dividend or distribution, whether in cash, securities or other property (other than shares of Common Stock), which is made per issued and outstanding share of Common Stock during the term the DER remains outstanding. A special account shall be maintained on the books of the Corporation for each Participant to whom a DER Award is made, and that account shall be credited per DER with each such dividend or distribution made per issued and outstanding share of Common Stock during the term of that DER remains outstanding.

3.    Payment of the amounts credited to such book account may be made to the Participant either concurrently with the actual dividend or distribution made per issued and outstanding share of Common Stock or may be deferred for a period specified by the Plan Administrator at the time the DER Award is initially made or designated by the Participant pursuant to a time deferral election made in accordance with the requirements of Code Section 409A.

4.    Payment may be paid in (i) cash, (ii) shares of Common Stock or (iii) a combination of cash and shares of Common Stock, as determined by the Plan Administrator in its sole discretion and set forth in the Award Agreement. If payment is to be made in the form of Common Stock, the number of shares of Common Stock into which the cash dividend or distribution amounts are to be converted for purposes of the Participant’s book account may be based on the Fair Market Value per share of Common Stock on the date of conversion, a prior date or an average of the Fair Market Value per share of Common Stock over a designated period, as the Plan Administrator shall determine in its sole discretion.

II. CHANGE IN CONTROL

A.    The Plan Administrator shall have the discretionary authority to structure one or more Awards under this Incentive Bonus Program so that those Awards shall automatically vest in whole or in part immediately prior to the effective date of an actual Change in Control transaction or upon the subsequent termination of the Participant’s Service by reason of an Involuntary Termination within a designated period following the effective date of such Change in Control.

B.    The Plan Administrator’s authority under Paragraph A of this Section II shall also extend to any performance bonus awards intended to qualify as performance-based compensation under Code Section 162(m), even though the automatic vesting of those awards may result in their loss of performance-based status under Code Section 162(m).

III. TAX WITHHOLDING

The Corporation’s obligation to deliver shares of Common Stock or make a cash payment in settlement of any Award under this Incentive Bonus Program shall be subject to the satisfaction of all applicable income, employment and Foreign Tax withholding requirements, any employer taxes passed through to the Optionee under Article Five, Section II and any other taxes required to be collected at the time of the issuance, vesting or settlement of such Award. Accordingly, no shares shall be issued or cash payment made with respect to an outstanding Award under this Incentive Bonus Program until such all such taxes have been collected.

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ARTICLE FIVE

MISCELLANEOUS

I. DEFERRED COMPENSATION

A.    The Plan Administrator may, in its sole discretion, structure one or more Awards under the Stock Issuance or Incentive Bonus Programs so that the Participants may be provided with an election to defer the compensation associated with those Awards for federal income tax purposes. Any such deferral opportunity shall comply with all applicable requirements of Code Section 409A.

B.    To the extent the Corporation maintains one or more separate non-qualified deferred compensation arrangements which allow the participants the opportunity to make notional investments of their deferred account balances in shares of Common Stock, the Plan Administrator may authorize the share reserve under the Plan to serve as the source of any shares of Common Stock that become payable under those deferred compensation arrangements. In such event, the share reserve under the Plan shall be reduced on a share-for-one share basis for each share of Common Stock issued under the Plan in settlement of the deferred compensation owed under those separate arrangements.

C.     Notwithstanding any provision to the contrary in this Plan or any outstanding Award Agreement, to the extent any Award under this Plan may be deemed to create a deferred compensation arrangement under Section 409A of the Code, then the following limitations shall apply to such Award and the applicable Award Agreement (if not otherwise expressly provided therein):

-    No shares of Common Stock or other amounts which become issuable or distributable under such Award Agreement by reason of the Participant’s cessation of Service shall actually be issued or distributed to such Participant until the date of his or her Separation from Service (as determined in accordance with the provisions of Section 1.409A-1(h) of the Treasury Regulations) or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from Service occurs and (ii) the fifteenth day of the third calendar month following the date of such Separation from Service.

-    Notwithstanding the foregoing paragraph, shares of Common Stock or other amounts which become issuable or distributable under such Award Agreement by reason of the Participant’s cessation of Service shall actually be issued or distributed to such Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of the Participant’s Separation from Service and (ii) the date of Participant’s death, if he or she is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of the Participant’s Separation from Service or (if earlier) the first day of the month immediately following the date the Corporation receives proof of his or her death.

II. TAX WITHHOLDING

A.    The Corporation’s obligation to deliver shares of Common Stock upon the issuance, exercise, vesting or settlement of an Award under the Plan shall be subject to the satisfaction of all applicable income, employment and Foreign Tax withholding requirements, and any employer taxes passed through to the Optionee pursuant to the terms of the Plan or the applicable Award Agreement.

B.    The Plan Administrator may, in its discretion, structure one or more Awards under the Plan so that all applicable federal, state, local and Foreign Taxes (including, without limitation, any employer fringe benefit or other taxes permitted to be passed through to the employee under applicable law) incurred in connection with the issuance, exercise, vesting or settlement of those Awards or the issuance of shares of Common Stock thereunder shall automatically be collected by withholding, from the shares of Common Stock otherwise issuable upon the issuance, exercise, vesting or settlement of such Awards or the issuance of Common Stock thereunder, the number of shares (rounded up to the nearest whole share) with an aggregate Fair Market Value equal to the dollar amount of those taxes. The shares of Common Stock so withheld shall reduce the number of shares of Common Stock authorized for issuance under the Plan.

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III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.

IV. EFFECTIVE DATE AND TERM OF THE PLAN

A.    The Plan shall become effective on the Plan Effective Date.

B.    The Plan shall serve as the successor to each of the Predecessor Plans, and no further option grants or unvested share issuances shall be made under the Predecessor Plans if this Plan is approved by the stockholders at the 2009 Annual Meeting. Such stockholder approval shall not affect the option grants and unvested share awards outstanding under the Predecessor Plans at the time of the 2009 Annual Meeting, and those option grants and unvested share awards shall continue in full force and effect in accordance with their terms.

C.    The Plan shall terminate upon the earliest to occur of (i) April 15, 2019, (ii) the date on which all shares available for issuance under the Plan shall have been issued as fully vested shares or (iii) the termination of all outstanding Awards in connection with a Change in Control. Should the Plan terminate on April 15, 2019, then all Awards outstanding at that time shall continue to have force and effect in accordance with the provisions of the documents evidencing those Awards.

V. AMENDMENT OF THE PLAN

A.    The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects; provided, however, that stockholder approval shall be required for any amendment to the Plan which materially increases the number of shares of Common Stock authorized for issuance under the Plan (other than pursuant to Section V.E of Article One), materially increases the benefits accruing to Optionees or Participants, materially expands the class of individuals eligible to participate in the Plan, expands the types of awards which may be made under the Plan or extends the term of the Plan or to the extent such stockholder approval may otherwise required under applicable law or regulation or pursuant to the listing standards of the Stock Exchange on which the Common Stock is at the time primarily traded. However, no such amendment or modification shall adversely affect the rights and obligations with respect to Awards at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification.

B.    The Compensation Committee shall have the discretionary authority to adopt and implement from time to time such addenda or subplans to the Plan as it may deem necessary in order to bring the Plan into compliance with applicable laws and regulations of any foreign jurisdictions in which grants or awards are to be made under the Plan and/or to obtain favorable tax treatment in those foreign jurisdictions for the individuals to whom the grants or awards are made.

C.    Awards may be made under the Plan that involve shares of Common Stock in excess of the number of shares then available for issuance under the Plan, provided no shares shall actually be issued pursuant to those Awards until the number of shares of Common Stock available for issuance under the Plan is sufficiently increased by stockholder approval of an amendment of the Plan authorizing such increase. If such stockholder approval is not obtained within twelve (12) months after the date the first excess Award is made, then all Awards granted on the basis of such excess shares shall terminate and cease to be outstanding.

VI. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes.

VII. REGULATORY APPROVALS

A.    The implementation of the Plan, the granting of any Award under the Plan and the issuance of any shares of Common Stock in connection with the issuance, exercise or vesting of any Award under the Plan shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the shares of Common Stock issuable pursuant to those Awards.

B.    No shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable requirements of applicable securities laws, including the filing and effectiveness

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of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any Stock Exchange on which Common Stock is then listed for trading.

VIII. NO EMPLOYMENT/SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause.

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APPENDIX

The following definitions shall be in effect under the Plan:

A.    Annual Meeting shall mean the 2009 annual meeting of the Corporation’s stockholders.

B.    Award shall mean any of the following awards authorized for issuance or grant under the Plan: stock options, stock appreciation rights, direct stock issuances, restricted stock or restricted stock unit awards, performance shares, performance units, dividend-equivalent rights and cash incentive awards.

C.    Award Agreement shall mean the agreement(s) between the Corporation and the Optionee or Participant evidencing a particular Award made to that individual under the Plan, as such agreement(s) may be in effect from time to time

D.    Board shall mean the Corporation’s Board of Directors.

E.    Cause shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:

-    Cause shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term.

-    In the absence of any other Cause definition in the Award Agreement for a particular Award (or in any other agreement incorporated by reference into the Award Agreement), an individual’s termination of Service shall be deemed to be for Cause if such termination occurs by reason of (i) his or her continuing failure to perform the duties and functions assigned or delegated to such individual by the Corporation (or any Parent or Subsidiary for whom such individual renders Service), (ii) his or her failure to observe the material policies of the Corporation applicable to individuals in Service, (iii) his or her commission of any felony or (iv) his or her commission of any misdemeanor involving moral turpitude.

F.    Change in Controlshall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:

-    Change in Control shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term.

-    In the absence of any other Change in Control definition in the Award Agreement (or in any other agreement incorporated by reference into the Award Agreement), Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

(i)    consummation of a merger, consolidation or other reorganization approved by the Corporation’s stockholders, unless securities representing fifty percent (50%) or more of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction,

(ii)    a sale, transfer or other disposition of all or substantially all of the Corporation’s assets,

(iii)    the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than (A) the Corporation or (B) a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Corporation) acquires directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than thirty-five percent (35%) of the total combined voting power of the Corporation’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such acquisition or series of related acquisitions, whether any such

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acquisition involves a direct issuance from the Corporation or the acquisition of outstanding securities held by one or more of the Corporation’s existing stockholders, or

(iv)    a change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

G.    Codeshall mean the Internal Revenue Code of 1986, as amended.

H.    Common Stock shall mean the Corporation’s Class A common stock, with a par value of $.01 per share.

I.    Compensation Committeeshall mean the Compensation Committee of the Board comprised of two (2) or more non-employee Board members.

J.    Corporationshall mean Cognizant Technology Solutions Corporation, a Delaware corporation, and any corporate successor to all or substantially all of the assets or voting stock of Cognizant Technology Solutions Corporation which has by appropriate action assumed the Plan.

K.    Discretionary Grant Programshall mean the discretionary grant program in effect under Article Two of the Plan pursuant to which stock options and stock appreciation rights may be granted to one or more eligible individuals.

L.    Employeeshall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary, whether now existing or subsequently established), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

M.    Exercise Dateshall mean the date on which the Corporation shall have received written or electronic notice of the option exercise.

N.    Fair Market Valueper share of Common Stock on any relevant date shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on date on question on the Stock Exchange serving as the primary market for the Common Stock, as such price is reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. Notwithstanding the foregoing, should a different method of Fair Market Value determination be required by applicable law or regulation of the foreign jurisdiction in which the Award is to be made under the Plan, then the Fair Market Value per share applicable to such Award shall be determined in accordance with the law or regulations of the foreign jurisdiction in which that Award is made.

O.    Foreign Taxes shall, for purposes of tax withholding by the Corporation (or any Parent or Subsidiary employing the Optionee or Participant), mean any income tax, employment tax, social insurance, payroll tax, contributions, payment on account obligations or other amounts required to be withheld by the Corporation (such Parent or Subsidiary) in connection with the issuance, exercise, vesting or settlement of Award or the issuance of shares of Common Stock thereunder.

P.    Good Reason shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:

-    Good Reason shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term.

-    In the absence of any other Good Reason definition in the Award Agreement (or in any other agreement incorporated by reference into the Award Agreement), Good Reason shall mean an individual’s voluntary resignation following (A) a change in his or her position with the Corporation (or any Parent or Subsidiary) which materially reduces his or her duties and responsibilities, (B) a change in his or her reporting responsibilities so that such individual is required to report to

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a person whose duties, responsibilities and authority are materially less that those of the person to whom such individual previously reported, (C) a material reduction in his or her aggregate level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs), with a reduction of more than fifteen percent (15%) to be deemed material for such purpose, or (D) a relocation of such individual’s place of employment by more than fifty (50) miles, provided, however, that such individual’s resignation for any of the foregoing reasons shall constitute an a resignation for Good Reason only if the following requirements are satisfied: (x) such individual provides written notice of the clause (A), (B) or (C) event to the Corporation (or the Parent or Subsidiary employer) within sixty (60) days after the occurrence of that event, (y) the Corporation (or the Parent or Subsidiary employer) fails to take appropriate remedial action to remedy such event within thirty (30) days after receipt of such notice and (z) such individual resigns from his or her employment with the Corporation (or the Parent or Subsidiary employer) within one hundred (120) days following the initial occurrence of the clause (A), (B) or (C) event.

Q.    Incentive Bonus Program shall mean the incentive bonus program in effect under Article Four of the Plan.

R.    Incentive Option shall mean an option which satisfies the requirements of Code Section 422.

S.    Involuntary Terminationshall mean the termination of the Service of any individual which occurs by reason of:

(i)    such individual’s involuntary dismissal or discharge by the Corporation (or any Parent or Subsidiary) for reasons other than Cause or Misconduct, or

(ii)    such individual’s voluntary resignation for Good Reason.

T.    Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by a recipient of an Award, any unauthorized use or disclosure by such individual of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such individual adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss such individual or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed for purposes of the Plan to constitute grounds for termination for Misconduct.

U.    1934 Act shall mean the Securities Exchange Act of 1934, as amended.

V.    Non-Statutory Optionshall mean an option not intended to satisfy the requirements of Code Section 422.

W.    Optioneeshall mean any person to whom an option or stock appreciation right is granted under the Discretionary Grant Program.

X.    Parentshall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Y.    Participantshall mean any person who is issued (i) shares of Common Stock, restricted stock units, performance shares, performance units or other stock-based awards under the Stock Issuance Program or (ii) an incentive bonus award under the Incentive Bonus Program.

Z.    Permanent Disability or Permanently Disabledshall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more. The determination of whether an Optionee or Participant has become Permanently Disabled shall be made by the Plan Administrator based upon such medical or other evidence as it may deem necessary and appropriate, and such determination shall be conclusive and binding upon the Optionee or Participant.

AA.    Performance Goals shall mean any of the following performance criteria upon which the vesting of one or more Awards under the Plan may be based: (i) revenue or revenue growth, (ii) operating or net income, (iii) operating or net income before acquisition related charges, net non-operating foreign currency exchange gains or losses and/or charges for

A-24

stock-based compensation and any taxes or fringe benefits incurred by the Corporation (or any Parent or Subsidiary) in settlement of stock-based awards, (iv) operating or net income before interest, taxes, depreciation, amortization and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Corporation (or any Parent or Subsidiary) in settlement of stock-based-awards, (v) gross, operating or net profit margin, (vi) gross, operating or net profit margin before acquisition related charges, net non- operating foreign currency exchange gains or losses and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Corporation (or any Parent or Subsidiary) in settlement of stock-based awards, (vii) earnings per share, either before or after acquisition related charges, net non-operating foreign currency exchange gains or losses and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Corporation (or any Parent or Subsidiary) in settlement of stock-based awards, (viii) return on assets, capital or stockholder equity, (ix) total stockholder return, (x) cash flow, (xi) measures in terms of days sales outstanding or accounts receivable outstanding, (xii) working capital, (xiii) market share, (xiv) increases in customer base, (xv) cost reductions or other expense control objectives, (xvi) market price of the Common Stock, whether measured in absolute terms or in relationship to earnings or operating income or in relation to various stock market or industry indicies, (xvii) budget objectives, (xviii) working capital, (xix) mergers, acquisitions or divestitures, (xx) measures of customer satisfaction, (xxi) productivity measures, (xxii) funds from operations, (xxiii) operating efficiency, or (xxiv) economic value-added models. Each performance criteria may be based upon the attainment of specified levels of the Corporation’s performance under one or more of the measures described above relative to the performance of other entities and may also be based on the performance of any of the Corporation’s business units or divisions or any Parent or Subsidiary. Each applicable Performance Goal may include a minimum threshold level of performance below which no Award will be earned, levels of performance at which specified portions of an Award will be earned and a maximum level of performance at which an Award will be fully earned. Each applicable Performance Goal may be structured at the time of the Award to provide for appropriate adjustment for one or more of the following items: (A) asset impairments or write-downs; (B) litigation judgments or verdicts and expenses and settlement costs and expenses; (C) the effect of changes in tax laws or regulations, accounting principles or other applicable laws, regulations or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; (E) any extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Corporation’s annual report to shareholders for the applicable year; (F) the operations of any business acquired by the Corporation or any Parent or Subsidiary or of any joint venture in which the Corporation or any Parent or Subsidiary participates; (G) the divestiture of one or more business operations or the assets thereof; (H) the costs incurred in connection with such acquisitions or divestitures or (I) non-operating foreign exchange gains or losses.

BB.    Planshall mean the Corporation’s Amended and Restated 2009 Incentive Compensation Plan, as set forth in this document.

CC.    Plan Administratorshall mean the particular entity, whether the Compensation Committee (or subcommittee thereof), the Board, the Special Award Committee or the Secondary Board Committee, which is authorized to administer the Discretionary Grant and Stock Issuance Programs with respect to one or more classes of eligible persons, to the extent such entity is carrying out its administrative functions under the Plan with respect to the persons under its jurisdiction.

DD.    Plan Effective Date shall mean the June 5, 2009 date on which the Plan is approved by the stockholders at the 2009 Annual Meeting.

EE.    Predecessor Plans shall mean (i) the Corporation’s Amended and Restated 1999 Incentive Compensation Plan, (ii) the Corporation’s Amended and Restated Non-Employee Directors’ Stock Option Plan and (iii) the Corporation’s Amended and Restated Key Employees’ Stock Option Plan, as each such plan is in effect immediately prior to the 2009 Annual Meeting.

FF.    Secondary Board Committeeshall mean a committee of one or more Board members appointed by the Board to administer the Plan with respect to eligible persons other than Section 16 Insiders.

GG.    Section 16 Insidershall mean an officer or director of the Corporation subject to the short-swing profit liabilities of Section 16 of the 1934 Act.

HH.    Serviceshall mean the performance of services for the Corporation (or any Parent or Subsidiary, whether now existing or subsequently established) by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the option grant or stock issuance. For purposes of the Plan, an Optionee or Participant shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) the Optionee or Participant no longer performs services in any of the foregoing capacities for the Corporation or any Parent or Subsidiary or (ii) the entity for which the Optionee or Participant is performing such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Optionee or Participant may

A-25

subsequently continue to perform services for that entity. Service shall be deemed to continue during a period of military leave, sick leave or other personal leave approved by the Corporation for which the Optionee or Participant is provided with a right to re-employment following such leave; provided, however, that should such leave of absence exceed three (3) months, then for purposes of determining the period within which an Incentive Option may be exercised as such under the federal tax laws, the Optionee’s Service shall be deemed to cease on the first day immediately following the expiration of such three (3)-month period, unless Optionee is provided with the right to return to Service following such leave either by statute or by written contract. Service credit shall be given for vesting purposes for any period the Optionee or Participant is on a leave of absence to the extent (i) the leave of absence does not exceed three (3) months and the Optionee or Participant is provided with a right to re-employment following such leave, (ii) required by law, or (iii) expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, as in effect from time to time.

II.    Special Award Committee shall mean a committee of one or more executive officers appointed by the Board to administer the Plan with respect to eligible employees other than members of such committee and Section 16 Insiders.

JJ.    Stock Exchangeshall mean the American Stock Exchange, the Nasdaq Global Market or the New York Stock Exchange.

KK.    Stock Issuance Programshall mean the stock issuance program in effect under Article Three of the Plan.

LL.    Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

MM.    10% Stockholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

A-26

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Francisco D’Souza, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cognizant Technology Solutions Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:	May 4, 2015	/s/ Francisco D’Souza
		Francisco D’Souza,
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Karen McLoughlin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cognizant Technology Solutions Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:	May 4, 2015	/s/ Karen McLoughlin
		Karen McLoughlin
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Cognizant Technology Solutions Corporation (the “Company”) for the period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Francisco D’Souza, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 4, 2015	/s/    Francisco D’Souza
		Francisco D’Souza,
		Chief Executive Officer (Principal Executive Officer)

___________________

* A signed original of this written statement required by Section 906 has been provided to Cognizant Technology Solutions Corporation and will be retained by Cognizant Technology Solutions Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Cognizant Technology Solutions Corporation (the “Company”) for the period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Karen McLoughlin, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 4, 2015	/s/    Karen McLoughlin
		Karen McLoughlin
		Chief Financial Officer (Principal Financial and Accounting Officer)

___________________

* A signed original of this written statement required by Section 906 has been provided to Cognizant Technology Solutions Corporation and will be retained by Cognizant Technology Solutions Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Derivative Financial Instruments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Cash flow hedge losses expected to be reclassified to earnings within the next 12 months	$ 40.7
Cash flow hedge ineffectiveness is immaterial	Hedge ineffectiveness was immaterial for all periods presented.

XML

Segment Information (Revenues And Long-Lived Assets By Geographic Area) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 2,911.4	$ 2,422.3
Long-lived Assets	1,268.0		1,247.2
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,292.0	1,836.2
Long-lived Assets	210.6		188.3
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	475.9	470.1
Long-lived Assets	29.1		29.8
United Kingdom [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	285.1	277.5
Rest of World [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	143.5	116.0
Long-lived Assets	$ 1,028.3		$ 1,029.1

XML

Segment Information (Narrative) (Details)	3 Months Ended
	Mar. 31, 2015
Segment Reporting [Abstract]
Percentage of consolidated revenues and segment operating profit, less than 10%	10.00%

XML

Debt - Additional Disclosures (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Nov. 20, 2014
Term Loan [Member]
Line of Credit Facility [Line Items]
Principal amount of debt			$ 1,000.0
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			750.0
Notes outstanding under revolving credit facility	$ 100.0	$ 650.0

XML

Segment Information (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Revenues From External Customers And Segment Operating Profit

Revenues from external customers and segment operating profit, before unallocated expenses, for the Financial Services, Healthcare, Manufacturing/Retail/Logistics, and Other reportable segments were as follows:

	Three Months Ended   March 31,
	2015		2014
	(in millions)
Revenues:
Financial Services	$	1,161.1	$	1,023.7
Healthcare	879.1		615.9
Manufacturing/Retail/Logistics	548.9		511.9
Other	322.3		270.8
Total revenue	$	2,911.4	$	2,422.3
Segment Operating Profit:
Financial Services	$	347.4	$	347.9
Healthcare	245.1		214.3
Manufacturing/Retail/Logistics	181.3		181.7
Other	92.0		89.6
Total segment operating profit	865.8		833.5
Less: unallocated costs	365.5		373.5
Income from operations	$	500.3	$	460.0

Revenues And Long-Lived Assets By Geographic Area

Revenue and long-lived assets, by geographic area, are as follows:

	Three Months Ended   March 31,
	2015		2014
	(in millions)
Revenues: (1)
North America(2)	$	2,292.0	$	1,836.2
Europe(3)	475.9		470.1
Rest of World (4)	143.5		116.0
Total	$	2,911.4	$	2,422.3

	As of
	March 31, 2015		December 31, 2014
	(in millions)
Long-lived Assets: (5)
North America(2)	$	210.6	$	188.3
Europe	29.1		29.8
Rest of World (4)(6)	1,028.3		1,029.1
Total	$	1,268.0	$	1,247.2

________________

(1) Revenues are attributed to regions based upon customer location.

(2) Substantially all relates to operations in the United States.

(3) Includes revenue from operations in the United Kingdom of $285.1 million and $277.5 million for the three months ended March 31, 2015 and 2014, respectively.

(4) Includes our operations in Asia Pacific, the Middle East and Latin America.

(5) Long-lived assets include property and equipment, net of accumulated depreciation and amortization.

(6) Substantially all of these long-lived assets relate to our operations in India.

XML

Derivative Financial Instruments (Location And Amounts Of Pre-Tax Gains (Losses) On Cash Flow Hedge Derivatives Financial Instruments) (Details) (Cash Flow Hedging [Member], Designated as Hedging Instrument [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Net (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)	$ (13.7)	$ (40.3)
Cost Of Revenues [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Net (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)	(11.2)	(33.5)
Selling, General and Administrative Expenses [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Net (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)	(2.5)	(6.8)
Foreign Exchange Forward [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Increase (decrease) in Derivative Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) (effective portion)	$ 34.7	$ 86.3

XML

Income Taxes (Schedule Of Effective Tax Rate) (Details)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Effective income tax rate	25.00%	26.30%

XML

Segment Information (Revenues From External Customers And Segment Operating Profit) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Segment Reporting Information [Line Items]
Revenues	$ 2,911.4	$ 2,422.3
Income from operations	500.3	460.0
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	2,911.4	2,422.3
Income from operations	865.8	833.5
Operating Segments [Member] | Financial Services [Member]
Segment Reporting Information [Line Items]
Revenues	1,161.1	1,023.7
Income from operations	347.4	347.9
Operating Segments [Member] | Healthcare [Member]
Segment Reporting Information [Line Items]
Revenues	879.1	615.9
Income from operations	245.1	214.3
Operating Segments [Member] | Manufacturing/Retail/Logistics [Member]
Segment Reporting Information [Line Items]
Revenues	548.9	511.9
Income from operations	181.3	181.7
Operating Segments [Member] | Other [Member]
Segment Reporting Information [Line Items]
Revenues	322.3	270.8
Income from operations	92.0	89.6
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Less: unallocated costs	$ 365.5	$ 373.5

XML

Accrued Expenses And Other Current Liabilities

3 Months Ended

Mar. 31, 2015

Payables and Accruals [Abstract]

Accrued Expenses And Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Compensation and benefits	$	623.5	$	906.8
Income taxes	30.1		23.8
Professional fees	91.6		82.7
Travel and entertainment	33.6		35.0
Customer volume incentives	197.5		192.1
Derivative financial instruments	65.8		97.3
Other	179.7		184.6
Total accrued expenses and other current liabilities	$	1,221.8	$	1,522.3

XML

Derivative Financial Instruments (Other Derivatives) (Details) (Not Designated as Hedging Instrument [Member], Foreign Exchange Forward [Member], USD $)	Mar. 31, 2015	Dec. 31, 2014
Derivative [Line Items]
Notional	$ 188,300,000	$ 215,600,000
Market Value	(3,300,000)	1,900,000
Indian rupees
Derivative [Line Items]
Notional	160,000,000	160,000,000
Market Value	(3,300,000)	1,800,000
Euros
Derivative [Line Items]
Notional	14,300,000	24,400,000
Market Value	(100,000)	200,000
British pounds
Derivative [Line Items]
Notional	0	17,900,000
Market Value	0	0
Australia, Dollars
Derivative [Line Items]
Notional	9,700,000	9,600,000
Market Value	100,000	(100,000)
Canada, Dollars
Derivative [Line Items]
Notional	4,300,000	3,700,000
Market Value	$ 0	$ 0

XML

Short-term Investments (Available-For-Sale Securities In A Continuous Unrealized Loss Position) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Fair Value available-for-sale securities Less than 12 Months	$ 204.4	$ 670.2
Unrealized losses, available-for-sale securities, Less than 12 Months	(0.3)	(1.5)
Fair value available-for-sale securities 12 Months or More	24.7	23.5
Unrealized losses, available-for-sale securities, 12 Months or More	(2.1)	(2.4)
Total Fair Value available-for-sale securities	229.1	693.7
Unrealized losses, available-for-sale securities, Total	(2.4)	(3.9)
U.S. Treasury And Agency Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value available-for-sale securities Less than 12 Months	47.1	256.9
Unrealized losses, available-for-sale securities, Less than 12 Months	0	(0.4)
Fair value available-for-sale securities 12 Months or More	0	0
Unrealized losses, available-for-sale securities, 12 Months or More	0	0
Total Fair Value available-for-sale securities	47.1	256.9
Unrealized losses, available-for-sale securities, Total	0	(0.4)
Corporate And Other Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value available-for-sale securities Less than 12 Months	45.7	229.7
Unrealized losses, available-for-sale securities, Less than 12 Months	(0.1)	(0.7)
Fair value available-for-sale securities 12 Months or More	0	0
Unrealized losses, available-for-sale securities, 12 Months or More	0	0
Total Fair Value available-for-sale securities	45.7	229.7
Unrealized losses, available-for-sale securities, Total	(0.1)	(0.7)
Certificates of Deposit and Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value available-for-sale securities Less than 12 Months		3.7
Unrealized losses, available-for-sale securities, Less than 12 Months		0
Fair value available-for-sale securities 12 Months or More		0
Unrealized losses, available-for-sale securities, 12 Months or More		0
Total Fair Value available-for-sale securities		3.7
Unrealized losses, available-for-sale securities, Total		0
Asset-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value available-for-sale securities Less than 12 Months	77.1	151.9
Unrealized losses, available-for-sale securities, Less than 12 Months	(0.1)	(0.3)
Fair value available-for-sale securities 12 Months or More	3.5	2.8
Unrealized losses, available-for-sale securities, 12 Months or More	0	(0.1)
Total Fair Value available-for-sale securities	80.6	154.7
Unrealized losses, available-for-sale securities, Total	(0.1)	(0.4)
Municipal Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value available-for-sale securities Less than 12 Months	34.5	28.0
Unrealized losses, available-for-sale securities, Less than 12 Months	(0.1)	(0.1)
Fair value available-for-sale securities 12 Months or More	0	0
Unrealized losses, available-for-sale securities, 12 Months or More	0	0
Total Fair Value available-for-sale securities	34.5	28.0
Unrealized losses, available-for-sale securities, Total	(0.1)	(0.1)
Mutual Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value available-for-sale securities Less than 12 Months	0	0
Unrealized losses, available-for-sale securities, Less than 12 Months	0	0
Fair value available-for-sale securities 12 Months or More	21.2	20.7
Unrealized losses, available-for-sale securities, 12 Months or More	(2.1)	(2.3)
Total Fair Value available-for-sale securities	21.2	20.7
Unrealized losses, available-for-sale securities, Total	$ (2.1)	$ (2.3)

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Short-term Investments (Amortized Cost, Gross Unrealized Gains And Losses And Fair Value Of Investment Securities Available-For-Sale) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 1,530.2	$ 1,265.1
Unrealized Gains	3.9	1.5
Unrealized Losses	(2.4)	(3.9)
Fair Value	1,531.7	1,262.7
U.S. Treasury And Agency Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	543.9	544.7
Unrealized Gains	1.7	0.4
Unrealized Losses	0	(0.4)
Fair Value	545.6	544.7
Corporate And Other Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	370.1	359.0
Unrealized Gains	1.2	0.3
Unrealized Losses	(0.1)	(0.7)
Fair Value	371.2	358.6
Certificates of Deposit and Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	263.4	4.6
Unrealized Gains	0.2	0
Unrealized Losses	0	0
Fair Value	263.6	4.6
Asset-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	219.9	220.4
Unrealized Gains	0.3	0.1
Unrealized Losses	(0.1)	(0.4)
Fair Value	220.1	220.1
Municipal Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	108.6	112.5
Unrealized Gains	0.3	0.4
Unrealized Losses	(0.1)	(0.1)
Fair Value	108.8	112.8
Mutual Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	24.3	23.9
Unrealized Gains	0.2	0.3
Unrealized Losses	(2.1)	(2.3)
Fair Value	$ 22.4	$ 21.9

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Derivative Financial Instruments (Location And Amounts Of Pre-Tax Gains (Losses) On Derivative Financial Instruments Not Designated As Hedges) (Details) (Not Designated as Hedging Instrument [Member], Foreign Exchange Forward [Member], Foreign Currency Exchange Gains (Losses), net [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Foreign Currency Exchange Gains (Losses), net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of net gains (losses) on derivative instruments	$ (1.8)	$ (8.4)

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Short-term Investments (Contractual Maturities Of Investments In Debt Securities Available-For-Sale) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015
Amortized Cost
Due within one year	$ 316.2
Due after one year up to two years	479.5
Due after two years up to three years	473.7
Due after three years up to four years	16.6
Asset-backed securities	219.9
Amortized Cost	1,505.9
Fair Value
Due within one year	316.4
Due after one year up to two years	480.7
Due after two years up to three years	475.4
Due after three years up to four years	16.7
Asset-backed securities	220.1
Fair Value	$ 1,509.3

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Short-term Investments (Gross Gains (Losses) Realized On Sales, Maturities And Other Securities Transactions Related To Investment Securities) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Investments [Abstract]
Proceeds from sales of available-for-sale investment securities	$ 181.8	$ 179.0
Gross gains	0.4	0.4
Gross losses	(0.1)	0
Net gains on sales of available-for-sale investment securities	$ 0.3	$ 0.4

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Short-term Investments

3 Months Ended

Mar. 31, 2015

Investments [Abstract]

Short-term Investments

Short-term Investments

Our short-term investments were as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	$	545.6	$	544.7
Corporate and other debt securities	371.2		358.6
Certificates of deposit and commercial paper	263.6		4.6
Asset-backed securities	220.1		220.1
Municipal debt securities	108.8		112.8
Mutual funds	22.4		21.9
Total available-for-sale investment securities	1,531.7		1,262.7
Time deposits	546.7		501.9
Total short-term investments	$	2,078.4	$	1,764.6

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, mutual funds invested in fixed income securities, and asset-backed securities, including Government National Mortgage Association (GNMA) mortgage backed securities and 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.

Available-for-Sale Investment Securities

The amortized cost, gross unrealized gains and losses and fair value of available-for-sale investment securities at March 31, 2015 were as follows:

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
U.S. Treasury and agency debt securities	$	543.9	$	1.7	$	—		$	545.6
Corporate and other debt securities	370.1		1.2		(0.1		)	371.2
Certificates of deposit and commercial paper	263.4		0.2		—			263.6
Asset-backed securities	219.9		0.3		(0.1		)	220.1
Municipal debt securities	108.6		0.3		(0.1		)	108.8
Mutual funds	24.3		0.2		(2.1		)	22.4
Total available-for-sale investment securities	$	1,530.2	$	3.9	$	(2.4	)	$	1,531.7

The amortized cost, gross unrealized gains and losses and fair value of available-for-sale investment securities at December 31, 2014 were as follows:

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
U.S. Treasury and agency debt securities	$	544.7	$	0.4	$	(0.4	)	$	544.7
Corporate and other debt securities	359.0		0.3		(0.7		)	358.6
Certificates of deposit and commercial paper	4.6		—		—			4.6
Asset-backed securities	220.4		0.1		(0.4		)	220.1
Municipal debt securities	112.5		0.4		(0.1		)	112.8
Mutual funds	23.9		0.3		(2.3		)	21.9
Total available-for-sale investment securities	$	1,265.1	$	1.5	$	(3.9	)	$	1,262.7

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 March 31, 2015:

	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	$	47.1	$	—		$	—	$	—		$	47.1	$	—
Corporate and other debt securities	45.7		(0.1		)	—		—			45.7		(0.1		)
Asset-backed securities	77.1		(0.1		)	3.5		—			80.6		(0.1		)
Municipal debt securities	34.5		(0.1		)	—		—			34.5		(0.1		)
Mutual funds	—		—			21.2		(2.1		)	21.2		(2.1		)
Total	$	204.4	$	(0.3	)	$	24.7	$	(2.1	)	$	229.1	$	(2.4	)

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, 2014:

	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	$	256.9	$	(0.4	)	$	—	$	—		$	256.9	$	(0.4	)
Corporate and other debt securities	229.7		(0.7		)	—		—			229.7		(0.7		)
Certificates of deposit and commercial paper	3.7		—			—		—			3.7		—
Asset-backed securities	151.9		(0.3		)	2.8		(0.1		)	154.7		(0.4		)
Municipal debt securities	28.0		(0.1		)	—		—			28.0		(0.1		)
Mutual funds	—		—			20.7		(2.3		)	20.7		(2.3		)
Total	$	670.2	$	(1.5	)	$	23.5	$	(2.4	)	$	693.7	$	(3.9	)

The unrealized losses for the above securities as of March 31, 2015 and December 31, 2014 are primarily attributable to changes in interest rates. As of March 31, 2015, we do not consider any of the investments to be other-than-temporarily impaired. The gross unrealized gains and losses in the above tables were recorded, net of tax, in accumulated other comprehensive income (loss).

The contractual maturities of our fixed income available-for-sale investment securities as of March 31, 2015 are set forth in the following table:

	Amortized Cost		Fair Value
	(in millions)
Due within one year	$	316.2	$	316.4
Due after one year up to two years	479.5		480.7
Due after two years up to three years	473.7		475.4
Due after three years up to four years	16.6		16.7
Asset-backed securities	219.9		220.1
Fixed income available-for-sale investment securities	$	1,505.9	$	1,509.3

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.

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:

	Three Months Ended   March 31,
	2015			2014
	(in millions)
Proceeds from sales of available-for-sale investment securities	$	181.8		$	179.0
Gross gains	$	0.4		$	0.4
Gross losses	(0.1		)	—
Net realized gains on sales of available-for-sale investment securities	$	0.3		$	0.4

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Accrued Expenses And Other Current Liabilities (Accrued Expenses And Other Current Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Compensation and benefits	$ 623.5	$ 906.8
Income taxes	30.1	23.8
Professional fees	91.6	82.7
Travel and entertainment	33.6	35.0
Customer volume incentives	197.5	192.1
Derivative financial instruments	65.8	97.3
Other	179.7	184.6
Accrued Liabilities and Other Liabilities	$ 1,221.8	$ 1,522.3

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Derivative Financial Instruments (Location And Fair Values Of Derivative Financial Instruments In Our Consolidated Statement Of Financial Position) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Derivatives, Fair Value [Line Items]
Derivative assets fair value	$ 20.9	$ 6.6
Derivative liabilities fair value	78.4	107.3
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member]
Derivatives, Fair Value [Line Items]
Derivative assets fair value	20.8	4.6
Derivative liabilities fair value	75.0	107.2
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets fair value	12.8	0.7
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Other Noncurrent Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets fair value	8.0	3.9
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Accrued Expenses and Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities fair value	62.4	97.2
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Other Noncurrent Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities fair value	12.6	10.0
Other Derivatives [Member] | Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member]
Derivatives, Fair Value [Line Items]
Derivative assets fair value	0.1	2.0
Derivative liabilities fair value	3.4	0.1
Other Derivatives [Member] | Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets fair value	0.1	2.0
Other Derivatives [Member] | Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Accrued Expenses and Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities fair value	$ 3.4	$ 0.1

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Condensed Consolidated Statements Of Financial Position (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Assets
Cash and cash equivalents	$ 1,271.4	$ 2,010.1
Short-term investments	2,078.4	1,764.6
Trade accounts receivable, net of allowances of $31.5 and $36.9, respectively	2,059.9	1,968.7
Unbilled accounts receivable	388.2	324.6
Deferred income tax assets, net	271.7	329.7
Other current assets	336.9	352.6
Total current assets	6,406.5	6,750.3
Property and equipment, net of accumulated depreciation of $895.1 and $852.1, respectively	1,268.0	1,247.2
Goodwill	2,403.6	2,413.6
Intangible assets, net	928.4	953.7
Deferred income tax assets, net	153.3	144.4
Other noncurrent assets	223.6	209.7
Total assets	11,383.4	11,718.9
Liabilities and Stockholders' Equity
Accounts payable	181.4	145.7
Deferred revenue	330.9	224.1
Short-term debt	150.0	700.0
Accrued expenses and other current liabilities	1,221.8	1,522.3
Total current liabilities	1,884.1	2,592.1
Deferred revenue, noncurrent	47.3	81.0
Deferred income tax liabilities, net	237.3	251.7
Long-term debt	925.0	937.5
Other noncurrent liabilities	111.2	116.4
Total liabilities	3,204.9	3,978.7
Commitments and contingencies (See Note 8)
Stockholders' Equity:
Preferred stock, $0.10 par value, 15.0 shares authorized, none issued	0	0
Class A common stock, $0.01 par value, 1,000.0 shares authorized, 610.5 and 609.4 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively	6.1	6.1
Additional paid-in capital	607.2	555.6
Retained earnings	7,684.5	7,301.6
Accumulated other comprehensive income (loss)	(119.3)	(123.1)
Total stockholders’ equity	8,178.5	7,740.2
Total liabilities and stockholders’ equity	$ 11,383.4	$ 11,718.9

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Accumulated Other Comprehensive Income (Loss) (Schedule Of Changes In Accumulated Other Comprehensive Income (Loss) By Component) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Foreign Currency Translation Adjustment, Before Taxes [Roll Forward]
Foreign currency translation adjustments, beginning balance, before tax	$ (34.8)	$ 24.0
Change in foreign currency translation, before tax	(40.8)	1.5
Foreign currency translation adjustments, ending balance, before tax	(75.6)	25.5
Foreign Currency Translation Adjustment, Tax [Roll Forward]
Foreign currency translation adjustment, beginning balance, tax	0	0
Change in foreign currency translation, tax	0	0
Foreign currency translation adjustment, ending balance, tax	0	0
Foreign Currency Translation Adjustment, Net of Tax [Roll Forward]
Foreign currency translation adjustments, beginning balance, net of tax	(34.8)	24.0
Change in foreign currency translation, net of tax	(40.8)	1.5
Foreign currency translation adjustments, ending balance, net of tax	(75.6)	25.5
Available-for-sale Securities Adjustment, Before Taxes [Roll Forward]
Unrealized gains (losses) on available-for-sale investment securities, beginning balance, before tax	(2.4)	(0.4)
Unrealized (losses) gains arising on available-for-sale investment securities during the period, before tax	4.2	1.1
Reclassification of (gains) to other, net on available-for-sale investment securities, before tax	(0.3)	(0.4)
Net change on available-for-sale investment securities, before tax	3.9	0.7
Unrealized gains (losses) on available-for-sale investment securities, ending balance, before tax	1.5	0.3
Available-for-sale Securities Adjustment, Tax [Roll Forward]
Unrealized gains (losses) on available-for-sale investment securities, beginning balance, tax	0.8	0.1
Unrealized (losses) gains arising on available-for-sale investment securities during the period, tax	(1.7)	(0.4)
Reclassification of (gains) to other, net on available-for-sale investment securities, tax	0.2	0.2
Net change on available-for-sale investment securities, tax	(1.5)	(0.2)
Unrealized gains (losses) on available-for-sale investment securities, ending balance, tax	(0.7)	(0.1)
Available-for-sale Securities Adjustment, Net of Tax [Roll Forward]
Unrealized gains (losses) on available-for-sale investment securities, beginning balance, net of tax	(1.6)	(0.3)
Unrealized (losses) gains arising on available-for-sale investment securities during the period, net of tax	2.5	0.7
Reclassification of (gains) to other, net on available-for-sale investment securities, net of tax	(0.1)	(0.2)
Net change on available-for-sale investment securities, net of tax	2.4	0.5
Unrealized gains (losses) on available-for-sale investment securities, ending balance, net of tax	0.8	0.2
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Before Taxes [Roll Forward]
Unrealized (losses) on cash flow hedges, beginning balance, before tax	(102.6)	(354.9)
Unrealized (losses) arising on cash flow hedges during the period, before tax	34.7	86.3
Net change on cash flow hedges, before tax	48.4	126.6
Unrealized (losses) on cash flow hedges, ending balance, before tax	(54.2)	(228.3)
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax [Roll Forward]
Unrealized (losses) on cash flow hedges, beginning balance, tax	15.9	54.9
Unrealized (losses) arising on cash flow hedges during the period, tax	(3.7)	(13.4)
Net change on cash flow hedges, tax	(6.2)	(19.6)
Unrealized (losses) on cash flow hedges, ending balance, tax	9.7	35.3
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax [Roll Forward]
Unrealized (losses) on cash flow hedges, beginning balance, net of tax	(86.7)	(300.0)
Unrealized (losses) arising on cash flow hedges during the period, net of tax	31.0	72.9
Net change on cash flow hedges, net of tax	42.2	107.0
Unrealized (losses) on cash flow hedges, ending balance, net of tax	(44.5)	(193.0)
Accumulated Other Comprehensive Income (Loss), Before Taxes [Roll Forward]
Accumulated other comprehensive income (loss), beginning balance, before tax	(139.8)	(331.3)
Other comprehensive income loss, before tax	11.5	128.8
Accumulated other comprehensive income (loss), ending balance, before tax	(128.3)	(202.5)
Accumulated Other Comprehensive Income (Loss), Tax [Roll Forward]
Accumulated other comprehensive income (loss), beginning balance, tax	16.7	55.0
Other comprehensive income loss, tax	(7.7)	(19.8)
Accumulated other comprehensive income (loss), ending balance, tax	9.0	35.2
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), beginning balance, net of tax	(123.1)	(276.3)
Other comprehensive income (loss)	3.8	109.0
Accumulated other comprehensive income (loss), ending balance, net of tax	(119.3)	(167.3)
Cost Of Revenues [Member]
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Before Taxes [Roll Forward]
Reclassifications of losses on cash flow hedges, before tax	11.2	33.5
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax [Roll Forward]
Reclassification of losses on cash flow hedges, tax	(2.0)	(5.2)
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax [Roll Forward]
Reclassification of losses on cash flow hedges, net of tax	9.2	28.3
Selling, General and Administrative Expenses [Member]
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Before Taxes [Roll Forward]
Reclassifications of losses on cash flow hedges, before tax	2.5	6.8
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax [Roll Forward]
Reclassification of losses on cash flow hedges, tax	(0.5)	(1.0)
Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax [Roll Forward]
Reclassification of losses on cash flow hedges, net of tax	$ 2.0	$ 5.8

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Condensed Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities:
Net income	$ 382.9	$ 348.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	75.6	46.7
Provision for doubtful accounts	(4.9)	1.7
Deferred income taxes	29.0	36.3
Stock-based compensation expense	45.8	35.8
Excess tax benefits on stock-based compensation plans	(7.5)	(5.9)
Other	(5.1)	(9.8)
Changes in assets and liabilities:
Trade accounts receivable	(110.7)	(52.7)
Other current assets	(41.4)	(24.4)
Other noncurrent assets	(1.0)	(3.3)
Accounts payable	28.3	65.6
Other current and noncurrent liabilities	(201.7)	(281.6)
Net cash provided by operating activities	189.3	157.3
Cash flows from investing activities:
Purchases of property and equipment	(58.0)	(43.3)
Purchases of investments	(719.7)	(779.3)
Proceeds from maturity or sale of investments	413.7	390.5
Business combinations, net of cash acquired	0	(1.6)
Net cash (used in) investing activities	(364.0)	(433.7)
Cash flows from financing activities:
Issuance of common stock under stock-based compensation plans	36.7	26.7
Excess tax benefits on stock-based compensation plans	7.5	5.9
Repurchases of common stock	(38.4)	(39.1)
Repayments of debt	(563.1)	0
Net cash (used in) financing activities	(557.3)	(6.5)
Effect of exchange rate changes on cash and cash equivalents	(6.7)	5.9
(Decrease) in cash and cash equivalents	(738.7)	(277.0)
Cash and cash equivalents, beginning of year	2,010.1	2,213.0
Cash and cash equivalents, end of period	$ 1,271.4	$ 1,936.0

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Debt - Long-term Debt (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Long-term debt, net of current maturities	$ 925.0	$ 937.5
Term Loan [Member]
Debt Instrument [Line Items]
Term loan, due 2019	975.0	987.5
Less: current maturities	(50.0)	(50.0)
Long-term debt, net of current maturities	$ 925.0	$ 937.5

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Financial Assets And (Liabilities) Measured At Fair Value On A Recurring Basis

The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of March 31, 2015:

	Level 1		Level 2			Level 3		Total
	(in millions)
Cash equivalents:
Money market funds	$	96.9	$	—		$	—	$	96.9
Time deposits	—		20.1			—		20.1
Certificates of deposit and commercial paper	—		47.4			—		47.4
Total cash equivalents	96.9		67.5			—		164.4
Short-term investments:
Time deposits	—		546.7			—		546.7
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	431.4		114.2			—		545.6
Corporate and other debt securities	—		371.2			—		371.2
Certificates of deposit and commercial paper	—		263.6			—		263.6
Asset-backed securities	—		220.1			—		220.1
Municipal debt securities	—		108.8			—		108.8
Mutual funds	—		22.4			—		22.4
Total available-for-sale investment securities	431.4		1,100.3			—		1,531.7
Total short-term investments	431.4		1,647.0			—		2,078.4
Derivative financial instruments - foreign exchange forward contracts:
Other current assets	—		12.9			—		12.9
Accrued expenses and other current liabilities	—		(65.8		)	—		(65.8		)
Other noncurrent assets	—		8.0			—		8.0
Other noncurrent liabilities	—		(12.6		)	—		(12.6		)
Total	$	528.3	$	1,657.0		$	—	$	2,185.3

The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2014:

	Level 1		Level 2			Level 3		Total
	(in millions)
Cash equivalents:
Money market funds	$	176.5	$	—		$	—	$	176.5
Commercial paper	—		7.4			—		7.4
Total cash equivalents	176.5		7.4			—		183.9
Short-term investments:
Time deposits	—		501.9			—		501.9
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	426.8		117.9			—		544.7
Corporate and other debt securities	—		358.6			—		358.6
Certificates of deposit and commercial paper	—		4.6			—		4.6
Asset-backed securities	—		220.1			—		220.1
Municipal debt securities	—		112.8			—		112.8
Mutual funds	—		21.9			—		21.9
Total available-for-sale investment securities	426.8		835.9			—		1,262.7
Total short-term investments	426.8		1,337.8			—		1,764.6
Derivative financial instruments - foreign exchange forward contracts:
Other current assets	—		2.7			—		2.7
Accrued expenses and other current liabilities	—		(97.3		)	—		(97.3		)
Other noncurrent assets	—		3.9			—		3.9
Other noncurrent liabilities	—		(10.0		)	—		(10.0		)
Total	$	603.3	$	1,244.5		$	—	$	1,847.8

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Income Taxes (Narrative) (Details)	3 Months Ended
	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Incentive period for SEZs, years	15 years
Regular corporate income tax rate in India	33.99%
Current MAT rate	21.00%

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2015

Equity [Abstract]

Schedule Of Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component were as follows for the three months ended March 31, 2015:

	Before Tax Amount			Tax Effect			Net of Tax Amount
	(in millions)
Foreign currency translation adjustments:
Beginning balance	$	(34.8	)	$	—		$	(34.8	)
Change in foreign currency translation adjustments	(40.8		)	—			(40.8		)
Ending balance	$	(75.6	)	$	—		$	(75.6	)
Unrealized gains (losses) on available-for-sale investment securities:
Beginning balance	$	(2.4	)	$	0.8		$	(1.6	)
Net unrealized gains arising during the period	4.2			(1.7		)	2.5
Reclassification of net (gains) to Other, net	(0.3		)	0.2			(0.1		)
Net change	3.9			(1.5		)	2.4
Ending balance	$	1.5		$	(0.7	)	$	0.8
Unrealized gains (losses) on cash flow hedges:
Beginning balance	$	(102.6	)	$	15.9		$	(86.7	)
Net unrealized gains arising during the period	34.7			(3.7		)	31.0
Reclassifications of losses to:
Cost of revenues	11.2			(2.0		)	9.2
Selling, general and administrative expenses	2.5			(0.5		)	2.0
Net change	48.4			(6.2		)	42.2
Ending balance	$	(54.2	)	$	9.7		$	(44.5	)
Accumulated other comprehensive income (loss):
Beginning balance	$	(139.8	)	$	16.7		$	(123.1	)
Other comprehensive income (loss)	11.5			(7.7		)	3.8
Ending balance	$	(128.3	)	$	9.0		$	(119.3	)

Changes in accumulated other comprehensive income (loss) by component were as follows for the three months ended March 31, 2014:

	Before Tax Amount			Tax Effect			Net of Tax Amount
	(in millions)
Foreign currency translation adjustments:
Beginning balance	$	24.0		$	—		$	24.0
Change in foreign currency translation adjustments	1.5			—			1.5
Ending balance	$	25.5		$	—		$	25.5
Unrealized gains (losses) on available-for-sale investment securities:
Beginning balance	$	(0.4	)	$	0.1		$	(0.3	)
Net unrealized gains arising during the period	1.1			(0.4		)	0.7
Reclassification of net (gains) to Other, net	(0.4		)	0.2			(0.2		)
Net change	0.7			(0.2		)	0.5
Ending balance	$	0.3		$	(0.1	)	$	0.2
Unrealized gains (losses) on cash flow hedges:
Beginning balance	$	(354.9	)	$	54.9		$	(300.0	)
Unrealized gains arising during the period	86.3			(13.4		)	72.9
Reclassifications of losses to:
Cost of revenues	33.5			(5.2		)	28.3
Selling, general and administrative expenses	6.8			(1.0		)	5.8
Net change	126.6			(19.6		)	107.0
Ending balance	$	(228.3	)	$	35.3		$	(193.0	)
Accumulated other comprehensive income (loss):
Beginning balance	$	(331.3	)	$	55.0		$	(276.3	)
Other comprehensive income (loss)	128.8			(19.8		)	109.0
Ending balance	$	(202.5	)	$	35.2		$	(167.3	)

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Interim Condensed Consolidated Financial Statements

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Interim Condensed Consolidated Financial Statements

Interim Condensed Consolidated Financial Statements

The terms “Cognizant,” “we,” “our,” “us” and “the Company” refer to Cognizant Technology Solutions Corporation unless the context indicates otherwise. We have prepared the accompanying unaudited condensed consolidated financial statements included herein in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) included in our Annual Report on Form 10-K for the year ended December 31, 2014. In our opinion, all adjustments considered necessary for a fair presentation of the accompanying unaudited condensed consolidated financial statements have been included, and all adjustments are of a normal and recurring nature. Operating results for the interim periods are not necessarily indicative of results that may be expected to occur for the entire year.

During the three months ended March 31, 2015, we repurchased 400,000 shares of our Class A common stock for $25.0 million, inclusive of fees and expenses, under our existing stock repurchase program approved by our Board of Directors. As of March 31, 2015, the remaining available balance under the Board authorization was $788.9 million. Additional 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. During the three months ended March 31, 2015, such repurchases totaled 217,014 shares at an aggregate cost of $13.4 million.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or FASB, issued a standard on revenue from contracts with customers. The new standard sets forth a single comprehensive model for recognizing and reporting revenue. The standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. The new standard will be effective for periods beginning on or after January 1, 2017. Early adoption is not permitted. The standard allows for two methods of adoption: the full retrospective adoption, which requires the standard to be applied to each prior period presented, or the modified retrospective adoption, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. We are currently evaluating the effect the new standard will have on our consolidated financial statements and related disclosures.

In April 2015, the FASB issued a standard related to the presentation of debt issuance costs. The standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying value of that debt liability. The recognition and measurement guidance for debt issuance costs are not affected by this standard. The amendment is effective on a retrospective basis for fiscal years, and interim periods within those years, beginning on or after January 1, 2016. The adoption of this standard will affect financial statement presentation only and is expected to have no effect on our financial condition or results of operations.

In April 2015, the FASB issued a standard providing guidance to customers in evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the standard requires the customer to account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer is required to account for the arrangement as a service contract. The amendments are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2016. The Company is currently in the process of evaluating the impact of adoption of the standard on our consolidated financial statements.

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Condensed Consolidated Statements Of Financial Position (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Trade accounts receivable, allowances	$ 31.5	$ 36.9
Property and equipment, accumulated depreciation	$ 895.1	$ 852.1
Preferred stock, par value (in dollars per share)	$ 0.10	$ 0.10
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, issued	0	0
Class A common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Class A common stock, shares authorized	1,000,000,000	1,000,000,000
Class A common stock, shares issued	610,500,000	609,400,000
Class A common stock, shares outstanding	610,500,000	609,400,000

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Interim Condensed Consolidated Financial Statements (Policies)

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or FASB, issued a standard on revenue from contracts with customers. The new standard sets forth a single comprehensive model for recognizing and reporting revenue. The standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. The new standard will be effective for periods beginning on or after January 1, 2017. Early adoption is not permitted. The standard allows for two methods of adoption: the full retrospective adoption, which requires the standard to be applied to each prior period presented, or the modified retrospective adoption, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. We are currently evaluating the effect the new standard will have on our consolidated financial statements and related disclosures.

In April 2015, the FASB issued a standard related to the presentation of debt issuance costs. The standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying value of that debt liability. The recognition and measurement guidance for debt issuance costs are not affected by this standard. The amendment is effective on a retrospective basis for fiscal years, and interim periods within those years, beginning on or after January 1, 2016. The adoption of this standard will affect financial statement presentation only and is expected to have no effect on our financial condition or results of operations.

In April 2015, the FASB issued a standard providing guidance to customers in evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the standard requires the customer to account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer is required to account for the arrangement as a service contract. The amendments are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2016. The Company is currently in the process of evaluating the impact of adoption of the standard on our consolidated financial statements.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2015	Apr. 30, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Trading Symbol	CTSH
Entity Registrant Name	COGNIZANT TECHNOLOGY SOLUTIONS CORP
Entity Central Index Key	0001058290
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		610,517,593

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Short-term Investments (Tables)

3 Months Ended

Mar. 31, 2015

Investments [Abstract]

Short-term investments

Our short-term investments were as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	$	545.6	$	544.7
Corporate and other debt securities	371.2		358.6
Certificates of deposit and commercial paper	263.6		4.6
Asset-backed securities	220.1		220.1
Municipal debt securities	108.8		112.8
Mutual funds	22.4		21.9
Total available-for-sale investment securities	1,531.7		1,262.7
Time deposits	546.7		501.9
Total short-term investments	$	2,078.4	$	1,764.6

Amortized Cost, Gross Unrealized Gains And Losses And Fair Value Of Investment Securities Available-For-Sale

The amortized cost, gross unrealized gains and losses and fair value of available-for-sale investment securities at March 31, 2015 were as follows:

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
U.S. Treasury and agency debt securities	$	543.9	$	1.7	$	—		$	545.6
Corporate and other debt securities	370.1		1.2		(0.1		)	371.2
Certificates of deposit and commercial paper	263.4		0.2		—			263.6
Asset-backed securities	219.9		0.3		(0.1		)	220.1
Municipal debt securities	108.6		0.3		(0.1		)	108.8
Mutual funds	24.3		0.2		(2.1		)	22.4
Total available-for-sale investment securities	$	1,530.2	$	3.9	$	(2.4	)	$	1,531.7

The amortized cost, gross unrealized gains and losses and fair value of available-for-sale investment securities at December 31, 2014 were as follows:

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
U.S. Treasury and agency debt securities	$	544.7	$	0.4	$	(0.4	)	$	544.7
Corporate and other debt securities	359.0		0.3		(0.7		)	358.6
Certificates of deposit and commercial paper	4.6		—		—			4.6
Asset-backed securities	220.4		0.1		(0.4		)	220.1
Municipal debt securities	112.5		0.4		(0.1		)	112.8
Mutual funds	23.9		0.3		(2.3		)	21.9
Total available-for-sale investment securities	$	1,265.1	$	1.5	$	(3.9	)	$	1,262.7

Available-For-Sale Securities In A Continuous Unrealized Loss Position

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 March 31, 2015:

	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	$	47.1	$	—		$	—	$	—		$	47.1	$	—
Corporate and other debt securities	45.7		(0.1		)	—		—			45.7		(0.1		)
Asset-backed securities	77.1		(0.1		)	3.5		—			80.6		(0.1		)
Municipal debt securities	34.5		(0.1		)	—		—			34.5		(0.1		)
Mutual funds	—		—			21.2		(2.1		)	21.2		(2.1		)
Total	$	204.4	$	(0.3	)	$	24.7	$	(2.1	)	$	229.1	$	(2.4	)

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, 2014:

	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	$	256.9	$	(0.4	)	$	—	$	—		$	256.9	$	(0.4	)
Corporate and other debt securities	229.7		(0.7		)	—		—			229.7		(0.7		)
Certificates of deposit and commercial paper	3.7		—			—		—			3.7		—
Asset-backed securities	151.9		(0.3		)	2.8		(0.1		)	154.7		(0.4		)
Municipal debt securities	28.0		(0.1		)	—		—			28.0		(0.1		)
Mutual funds	—		—			20.7		(2.3		)	20.7		(2.3		)
Total	$	670.2	$	(1.5	)	$	23.5	$	(2.4	)	$	693.7	$	(3.9	)

Contractual Maturities Of Investments In Debt Securities Available-For-Sale

The contractual maturities of our fixed income available-for-sale investment securities as of March 31, 2015 are set forth in the following table:

	Amortized Cost		Fair Value
	(in millions)
Due within one year	$	316.2	$	316.4
Due after one year up to two years	479.5		480.7
Due after two years up to three years	473.7		475.4
Due after three years up to four years	16.6		16.7
Asset-backed securities	219.9		220.1
Fixed income available-for-sale investment securities	$	1,505.9	$	1,509.3

Gross Gains (Losses) Realized On Sales, Maturities And Other Securities Transactions Related To Investment Securities

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:

	Three Months Ended   March 31,
	2015			2014
	(in millions)
Proceeds from sales of available-for-sale investment securities	$	181.8		$	179.0
Gross gains	$	0.4		$	0.4
Gross losses	(0.1		)	—
Net realized gains on sales of available-for-sale investment securities	$	0.3		$	0.4

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Condensed Consolidated Statements Of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Statement [Abstract]
Revenues	$ 2,911.4	$ 2,422.3
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization expense shown separately below)	1,727.2	1,432.4
Selling, general and administrative expenses	610.8	485.4
Depreciation and amortization expense	73.1	44.5
Income from operations	500.3	460.0
Other income (expense), net:
Interest income	18.0	13.5
Interest expense	(5.0)	0
Foreign currency exchange gains (losses), net	(2.2)	(1.2)
Other, net	(0.5)	0.9
Total other income (expense), net	10.3	13.2
Income before provision for income taxes	510.6	473.2
Provision for income taxes	127.7	124.3
Net income	$ 382.9	$ 348.9
Basic earnings per share	$ 0.63	$ 0.57
Diluted earnings per share	$ 0.62	$ 0.57
Weighted average number of common shares outstanding - Basic	609.6	607.7
Dilutive effect of shares issuable under stock-based compensation plans	4.3	5.2
Weighted average number of common shares outstanding - Diluted	613.9	612.9

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Fair Value Measurements

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

We measure our cash equivalents, investments 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 March 31, 2015:

	Level 1		Level 2			Level 3		Total
	(in millions)
Cash equivalents:
Money market funds	$	96.9	$	—		$	—	$	96.9
Time deposits	—		20.1			—		20.1
Certificates of deposit and commercial paper	—		47.4			—		47.4
Total cash equivalents	96.9		67.5			—		164.4
Short-term investments:
Time deposits	—		546.7			—		546.7
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	431.4		114.2			—		545.6
Corporate and other debt securities	—		371.2			—		371.2
Certificates of deposit and commercial paper	—		263.6			—		263.6
Asset-backed securities	—		220.1			—		220.1
Municipal debt securities	—		108.8			—		108.8
Mutual funds	—		22.4			—		22.4
Total available-for-sale investment securities	431.4		1,100.3			—		1,531.7
Total short-term investments	431.4		1,647.0			—		2,078.4
Derivative financial instruments - foreign exchange forward contracts:
Other current assets	—		12.9			—		12.9
Accrued expenses and other current liabilities	—		(65.8		)	—		(65.8		)
Other noncurrent assets	—		8.0			—		8.0
Other noncurrent liabilities	—		(12.6		)	—		(12.6		)
Total	$	528.3	$	1,657.0		$	—	$	2,185.3

The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of December 31, 2014:

	Level 1		Level 2			Level 3		Total
	(in millions)
Cash equivalents:
Money market funds	$	176.5	$	—		$	—	$	176.5
Commercial paper	—		7.4			—		7.4
Total cash equivalents	176.5		7.4			—		183.9
Short-term investments:
Time deposits	—		501.9			—		501.9
Available-for-sale investment securities:
U.S. Treasury and agency debt securities	426.8		117.9			—		544.7
Corporate and other debt securities	—		358.6			—		358.6
Certificates of deposit and commercial paper	—		4.6			—		4.6
Asset-backed securities	—		220.1			—		220.1
Municipal debt securities	—		112.8			—		112.8
Mutual funds	—		21.9			—		21.9
Total available-for-sale investment securities	426.8		835.9			—		1,262.7
Total short-term investments	426.8		1,337.8			—		1,764.6
Derivative financial instruments - foreign exchange forward contracts:
Other current assets	—		2.7			—		2.7
Accrued expenses and other current liabilities	—		(97.3		)	—		(97.3		)
Other noncurrent assets	—		3.9			—		3.9
Other noncurrent liabilities	—		(10.0		)	—		(10.0		)
Total	$	603.3	$	1,244.5		$	—	$	1,847.8

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 commercial paper, certificates of deposit, U.S. government agency securities, municipal debt securities, 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 value of the mutual funds invested in fixed income securities is based on the net asset value, or NAV, of the fund, with appropriate consideration of the liquidity and any restrictions on disposition of our investment in the fund. The carrying value of the time deposits approximated fair value as of March 31, 2015 and December 31, 2014.

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.

During the three months ended March 31, 2015 and the year ended December 31, 2014, there were no transfers among Level 1, Level 2, or Level 3 financial assets and liabilities.

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our Indian subsidiaries, collectively referred to as Cognizant India, are primarily export-oriented and are eligible for certain income tax holiday benefits granted by the government of India for export activities conducted within Special Economic Zones, or SEZs, for periods of up to 15 years. Our Indian profits ineligible for SEZ benefits are subject to corporate income tax at the rate of 33.99%. In addition, all Indian profits, including those generated within SEZs, are subject to the Minimum Alternative Tax, or MAT, at the current rate of approximately 21.0%, including surcharges. Any MAT paid is creditable against future Indian corporate income tax, subject to limitations.

Our effective income tax rates were as follows:

	Three Months Ended   March 31,
	2015		2014
Effective income tax rate	25.0	%	26.3	%

For the 2015 and 2014 periods, the principal difference between our effective income tax rates and the U.S. federal statutory rate is the effect of the Indian tax holiday and earnings taxed in countries that have lower rates than the United States. In 2015, our effective income tax rate decreased primarily due to discrete tax benefits recorded in 2015.

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Location And Fair Values Of Derivative Financial Instruments In Our Condensed Consolidated Statements Of Financial Position

The following table provides information on the location and fair values of derivative financial instruments included in our unaudited condensed consolidated statement of financial position as of:

		March 31, 2015				December 31, 2014
Designation of Derivatives	Location on Statement of Financial Position	Assets		Liabilities		Assets		Liabilities
		(in millions)
Cash Flow Hedges – Designated as hedging instruments
Foreign exchange forward contracts	Other current assets	$	12.8	$	—	$	0.7	$	—
	Other noncurrent assets	8.0		—		3.9		—
	Accrued expenses and other current liabilities	—		62.4		—		97.2
	Other noncurrent liabilities	—		12.6		—		10.0
	Total	20.8		75.0		4.6		107.2
Other Derivatives – Not designated as hedging instruments
Foreign exchange forward contracts	Other current assets	0.1		—		2.0		—
	Accrued expenses and other current liabilities	—		3.4		—		0.1
	Total	0.1		3.4		2.0		0.1
Total		$	20.9	$	78.4	$	6.6	$	107.3

Net unrealized (loss) included in accumulated other comprehensive income (loss)

The notional value of our outstanding contracts by year of maturity and the net unrealized (loss) included in accumulated other comprehensive income (loss) for such contracts were as follows as of:

	March 31, 2015			December 31, 2014
	(in millions)
2015	$	990.0		$	1,320.0
2016	1,020.0			720.0
2017	750.0			420.0
2018	150.0			—
Total notional value of contracts outstanding	$	2,910.0		$	2,460.0
Net unrealized (loss) included in accumulated other comprehensive income (loss), net of taxes	$	(44.5	)	$	(86.7	)

Notional value of outstanding contracts by year of maturity

The notional value of our outstanding contracts by year of maturity and the net unrealized (loss) included in accumulated other comprehensive income (loss) for such contracts were as follows as of:

	March 31, 2015			December 31, 2014
	(in millions)
2015	$	990.0		$	1,320.0
2016	1,020.0			720.0
2017	750.0			420.0
2018	150.0			—
Total notional value of contracts outstanding	$	2,910.0		$	2,460.0
Net unrealized (loss) included in accumulated other comprehensive income (loss), net of taxes	$	(44.5	)	$	(86.7	)

Location And Amounts Of Pre-Tax Gains (Losses) on Cash Flow Hedges

The following table provides information on the location and amounts of pre-tax (losses) on our cash flow hedges for the three months ended March 31:

	(Increase) Decrease in Derivative Losses Recognized in Accumulated Other Comprehensive Income (Loss) (effective portion)				Location of Net Derivative (Losses) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)	Net (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)
	2015		2014			2015			2014
	(in millions)
Cash Flow Hedges – Designated as hedging instruments
Foreign exchange forward contracts	$	34.7	$	86.3	Cost of revenues	$	(11.2	)	$	(33.5	)
					Selling, general and administrative expenses	(2.5		)	(6.8		)
					Total	$	(13.7	)	$	(40.3	)

Additional Information Related To Outstanding Contracts Not Designated As Hedging Instruments

Additional information related to our outstanding contracts is as follows:

	March 31, 2015					December 31, 2014
	Notional		Market Value			Notional		Market Value
	(in millions)
Contracts to purchase U.S. dollars and sell:
Indian rupees	$	160.0	$	(3.3	)	$	160.0	$	1.8
Euros	14.3		(0.1		)	24.4		0.2
British pounds	—		—			17.9		—
Australian dollars	9.7		$	0.1		9.6		(0.1		)
Canadian dollars	4.3		—			3.7		—
Total	$	188.3	$	(3.3	)	$	215.6	$	1.9

Location And Amounts Of Pre-Tax Gains (Losses) On Derivative Financial Instruments Not Designated As Hedges

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 three months ended March 31, 2015 and 2014:

	Location of Net (Losses) on Derivative Instruments	Amount of Net (Losses) on Derivative Instruments
		2015			2014
		(in millions)
Other Derivatives – Not designated as hedging instruments	Foreign currency exchange gains (losses), net
Foreign exchange forward contracts		$	(1.8	)	$	(8.4	)

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Accrued Expenses And Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2015

Payables and Accruals [Abstract]

Accrued Expenses And Other Current Liabilities

Accrued expenses and other current liabilities were as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Compensation and benefits	$	623.5	$	906.8
Income taxes	30.1		23.8
Professional fees	91.6		82.7
Travel and entertainment	33.6		35.0
Customer volume incentives	197.5		192.1
Derivative financial instruments	65.8		97.3
Other	179.7		184.6
Total accrued expenses and other current liabilities	$	1,221.8	$	1,522.3

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2015

Equity [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component were as follows for the three months ended March 31, 2015:

	Before Tax Amount			Tax Effect			Net of Tax Amount
	(in millions)
Foreign currency translation adjustments:
Beginning balance	$	(34.8	)	$	—		$	(34.8	)
Change in foreign currency translation adjustments	(40.8		)	—			(40.8		)
Ending balance	$	(75.6	)	$	—		$	(75.6	)
Unrealized gains (losses) on available-for-sale investment securities:
Beginning balance	$	(2.4	)	$	0.8		$	(1.6	)
Net unrealized gains arising during the period	4.2			(1.7		)	2.5
Reclassification of net (gains) to Other, net	(0.3		)	0.2			(0.1		)
Net change	3.9			(1.5		)	2.4
Ending balance	$	1.5		$	(0.7	)	$	0.8
Unrealized gains (losses) on cash flow hedges:
Beginning balance	$	(102.6	)	$	15.9		$	(86.7	)
Net unrealized gains arising during the period	34.7			(3.7		)	31.0
Reclassifications of losses to:
Cost of revenues	11.2			(2.0		)	9.2
Selling, general and administrative expenses	2.5			(0.5		)	2.0
Net change	48.4			(6.2		)	42.2
Ending balance	$	(54.2	)	$	9.7		$	(44.5	)
Accumulated other comprehensive income (loss):
Beginning balance	$	(139.8	)	$	16.7		$	(123.1	)
Other comprehensive income (loss)	11.5			(7.7		)	3.8
Ending balance	$	(128.3	)	$	9.0		$	(119.3	)

Changes in accumulated other comprehensive income (loss) by component were as follows for the three months ended March 31, 2014:

	Before Tax Amount			Tax Effect			Net of Tax Amount
	(in millions)
Foreign currency translation adjustments:
Beginning balance	$	24.0		$	—		$	24.0
Change in foreign currency translation adjustments	1.5			—			1.5
Ending balance	$	25.5		$	—		$	25.5
Unrealized gains (losses) on available-for-sale investment securities:
Beginning balance	$	(0.4	)	$	0.1		$	(0.3	)
Net unrealized gains arising during the period	1.1			(0.4		)	0.7
Reclassification of net (gains) to Other, net	(0.4		)	0.2			(0.2		)
Net change	0.7			(0.2		)	0.5
Ending balance	$	0.3		$	(0.1	)	$	0.2
Unrealized gains (losses) on cash flow hedges:
Beginning balance	$	(354.9	)	$	54.9		$	(300.0	)
Unrealized gains arising during the period	86.3			(13.4		)	72.9
Reclassifications of losses to:
Cost of revenues	33.5			(5.2		)	28.3
Selling, general and administrative expenses	6.8			(1.0		)	5.8
Net change	126.6			(19.6		)	107.0
Ending balance	$	(228.3	)	$	35.3		$	(193.0	)
Accumulated other comprehensive income (loss):
Beginning balance	$	(331.3	)	$	55.0		$	(276.3	)
Other comprehensive income (loss)	128.8			(19.8		)	109.0
Ending balance	$	(202.5	)	$	35.2		$	(167.3	)

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

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 generally 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 global 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 International Swaps and Derivatives Association, or ISDA, master netting arrangements or other similar agreements 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 accompanying unaudited condensed 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 unaudited condensed consolidated statement of financial position as of:

		March 31, 2015				December 31, 2014
Designation of Derivatives	Location on Statement of Financial Position	Assets		Liabilities		Assets		Liabilities
		(in millions)
Cash Flow Hedges – Designated as hedging instruments
Foreign exchange forward contracts	Other current assets	$	12.8	$	—	$	0.7	$	—
	Other noncurrent assets	8.0		—		3.9		—
	Accrued expenses and other current liabilities	—		62.4		—		97.2
	Other noncurrent liabilities	—		12.6		—		10.0
	Total	20.8		75.0		4.6		107.2
Other Derivatives – Not designated as hedging instruments
Foreign exchange forward contracts	Other current assets	0.1		—		2.0		—
	Accrued expenses and other current liabilities	—		3.4		—		0.1
	Total	0.1		3.4		2.0		0.1
Total		$	20.9	$	78.4	$	6.6	$	107.3

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 2015, 2016, 2017, and 2018. 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 hedge contract matures. As of March 31, 2015, we estimate that $40.7 million, net of tax, of the net losses related to derivatives designated as cash flow hedges recorded in accumulated other comprehensive income (loss) 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 (loss) included in accumulated other comprehensive income (loss) for such contracts were as follows as of:

	March 31, 2015			December 31, 2014
	(in millions)
2015	$	990.0		$	1,320.0
2016	1,020.0			720.0
2017	750.0			420.0
2018	150.0			—
Total notional value of contracts outstanding	$	2,910.0		$	2,460.0
Net unrealized (loss) included in accumulated other comprehensive income (loss), net of taxes	$	(44.5	)	$	(86.7	)

Upon settlement or maturity of the cash flow hedge contracts, we record the related gain or loss, based on our designation at the commencement of the contract, with the hedged Indian rupee denominated expense reported within cost of revenues and selling, general and administrative expenses. Hedge ineffectiveness was immaterial for all periods presented.

The following table provides information on the location and amounts of pre-tax (losses) on our cash flow hedges for the three months ended March 31:

	(Increase) Decrease in Derivative Losses Recognized in Accumulated Other Comprehensive Income (Loss) (effective portion)				Location of Net Derivative (Losses) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)	Net (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (effective portion)
	2015		2014			2015			2014
	(in millions)
Cash Flow Hedges – Designated as hedging instruments
Foreign exchange forward contracts	$	34.7	$	86.3	Cost of revenues	$	(11.2	)	$	(33.5	)
					Selling, general and administrative expenses	(2.5		)	(6.8		)
					Total	$	(13.7	)	$	(40.3	)

The activity related to the change in net unrealized (losses) on our cash flow hedges included in accumulated other comprehensive income (loss) is presented in Note 9.

Other Derivatives

We use foreign exchange forward contracts, which have not been designated as hedges, to hedge balance sheet exposure to certain monetary assets and liabilities denominated in currencies other than the functional currency of our foreign subsidiaries. Contracts outstanding as of March 31, 2015 are scheduled to mature in 2015. 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 contracts is as follows:

	March 31, 2015					December 31, 2014
	Notional		Market Value			Notional		Market Value
	(in millions)
Contracts to purchase U.S. dollars and sell:
Indian rupees	$	160.0	$	(3.3	)	$	160.0	$	1.8
Euros	14.3		(0.1		)	24.4		0.2
British pounds	—		—			17.9		—
Australian dollars	9.7		$	0.1		9.6		(0.1		)
Canadian dollars	4.3		—			3.7		—
Total	$	188.3	$	(3.3	)	$	215.6	$	1.9

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 three months ended March 31, 2015 and 2014:

	Location of Net (Losses) on Derivative Instruments	Amount of Net (Losses) on Derivative Instruments
		2015			2014
		(in millions)
Other Derivatives – Not designated as hedging instruments	Foreign currency exchange gains (losses), net
Foreign exchange forward contracts		$	(1.8	)	$	(8.4	)

The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

Commitments and Contingencies

We are involved in various claims and legal actions arising in the ordinary course of business. We accrue a liability when a loss is considered probable and the amount can be reasonably estimated. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, if decided adversely, is not expected to have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, many of our engagements involve projects that are critical to the operations of our customers’ business and provide benefits that are difficult to quantify. Any failure in a customer’s systems or our failure to meet our contractual obligations to our clients, including any breach involving a customer’s confidential information or sensitive data, or our obligations under applicable laws or regulations could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to contractually limit our liability for damages arising from negligent acts, errors, mistakes, or omissions in rendering our services, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances or will otherwise protect us from liability for damages. Although we have general liability insurance coverage, including coverage for errors or omissions, there can be no assurance that such coverage will cover all types of claims, continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. The successful assertion of one or more large claims against us that exceed or are not covered by our insurance coverage or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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

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Segment Information

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Segment Information

Segment Information

Our reportable segments are:

• Financial Services, which includes customers providing banking/transaction processing, capital markets and insurance services;

• Healthcare, which includes healthcare providers and payers as well as life sciences customers, including pharmaceutical, biotech and medical device companies;

• Manufacturing/Retail/Logistics, which includes consumer goods, manufacturers, retailers, travel and other hospitality customers, as well as customers providing logistics services; and

• Other, which is an aggregation of industry segments each of which, individually, represents less than 10% of consolidated revenues and segment operating profit. The Other reportable segment includes our information, media and entertainment services, communications and high technology operating segments. 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’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 revenue and operating expenses to differing degrees. Expenses included in segment operating profit consist principally of direct selling and delivery costs as well as a per seat charge for use of the development and delivery centers. Certain selling, general and administrative expenses, excess or shortfall of incentive compensation for delivery personnel as compared to target, stock-based compensation expense, 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” and adjusted only against our total income from operations. Additionally, management has determined that it is not practical to allocate identifiable assets by segment, since such assets are used interchangeably among the segments.

Revenues from external customers and segment operating profit, before unallocated expenses, for the Financial Services, Healthcare, Manufacturing/Retail/Logistics, and Other reportable segments were as follows:

	Three Months Ended   March 31,
	2015		2014
	(in millions)
Revenues:
Financial Services	$	1,161.1	$	1,023.7
Healthcare	879.1		615.9
Manufacturing/Retail/Logistics	548.9		511.9
Other	322.3		270.8
Total revenue	$	2,911.4	$	2,422.3
Segment Operating Profit:
Financial Services	$	347.4	$	347.9
Healthcare	245.1		214.3
Manufacturing/Retail/Logistics	181.3		181.7
Other	92.0		89.6
Total segment operating profit	865.8		833.5
Less: unallocated costs	365.5		373.5
Income from operations	$	500.3	$	460.0

Geographic Area Information

Revenue and long-lived assets, by geographic area, are as follows:

	Three Months Ended   March 31,
	2015		2014
	(in millions)
Revenues: (1)
North America(2)	$	2,292.0	$	1,836.2
Europe(3)	475.9		470.1
Rest of World (4)	143.5		116.0
Total	$	2,911.4	$	2,422.3

	As of
	March 31, 2015		December 31, 2014
	(in millions)
Long-lived Assets: (5)
North America(2)	$	210.6	$	188.3
Europe	29.1		29.8
Rest of World (4)(6)	1,028.3		1,029.1
Total	$	1,268.0	$	1,247.2

________________

(1) Revenues are attributed to regions based upon customer location.

(2) Substantially all relates to operations in the United States.

(3) Includes revenue from operations in the United Kingdom of $285.1 million and $277.5 million for the three months ended March 31, 2015 and 2014, respectively.

(4) Includes our operations in Asia Pacific, the Middle East and Latin America.

(5) Long-lived assets include property and equipment, net of accumulated depreciation and amortization.

(6) Substantially all of these long-lived assets relate to our operations in India.

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Debt - Short-term Debt (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Short-term Debt [Line Items]
Total short-term debt	$ 150.0	$ 700.0
Revolving Credit Facility [Member]
Short-term Debt [Line Items]
Notes outstanding under revolving credit facility	100.0	650.0
Term Loan [Member]
Short-term Debt [Line Items]
Term loan - current maturities	$ 50.0	$ 50.0

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Schedule Of Effective Income Tax Rates

Our effective income tax rates were as follows:

	Three Months Ended   March 31,
	2015		2014
Effective income tax rate	25.0	%	26.3	%

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Interim Condensed Consolidated Financial Statements (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Existing Stock Repurchase Program [Member] | Common Class A [Member]
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period, shares	400,000
Stock repurchased during period, value	$ 25.0
Remaining available balance under Board authorization for stock repurchases	788.9
Stock-based compensation plan [Member]
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period, shares	217,014
Stock repurchased during period, value	$ 13.4

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Derivative Financial Instruments (Notional Value Of Outstanding Cash Flow Hedge Contracts By Year Of Maturity And Net Unrealized (Loss) Gain Included In Accumulated Other Comprehensive Income) (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Derivative [Line Items]
Net unrealized (loss) included in accumulated other comprehensive income (loss), net of taxes	$ (44,500,000)	$ (86,700,000)	$ (193,000,000)	$ (300,000,000)
Foreign Exchange Forward [Member]
Derivative [Line Items]
Net unrealized (loss) included in accumulated other comprehensive income (loss), net of taxes	(44,500,000)	(86,700,000)
Foreign Exchange Forward [Member] | Cash Flow Hedging [Member]
Derivative [Line Items]
Notional value of contracts outstanding	2,910,000,000	2,460,000,000
Foreign Exchange Forward, Maturity 2015 [Member] | Cash Flow Hedging [Member]
Derivative [Line Items]
Notional value of contracts outstanding	990,000,000	1,320,000,000
Foreign Exchange Forward, Maturity 2016 [Member] | Cash Flow Hedging [Member]
Derivative [Line Items]
Notional value of contracts outstanding	1,020,000,000	720,000,000
Foreign Exchange Forward, Maturity 2017 [Member] | Cash Flow Hedging [Member]
Derivative [Line Items]
Notional value of contracts outstanding	750,000,000	420,000,000
Foreign Exchange Forward, Maturity 2018 [Member] | Cash Flow Hedging [Member]
Derivative [Line Items]
Notional value of contracts outstanding	$ 150,000,000	$ 0

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Condensed Consolidated Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 382.9	$ 348.9
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(40.8)	1.5
Change in unrealized losses on cash flow hedges, net of taxes	42.2	107.0
Change in unrealized gains and losses on available-for-sale securities, net of taxes	2.4	0.5
Other comprehensive income (loss)	3.8	109.0
Comprehensive income	$ 386.7	$ 457.9

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Debt

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Debt

Debt

On November 20, 2014, we entered into a credit agreement with a commercial bank syndicate providing for a $1,000.0 million unsecured term loan and a $750.0 million unsecured revolving credit facility. The term loan was used to pay a portion of the cash consideration in connection with the 2014 acquisition of TZ US Parent, Inc., or TriZetto. The revolving credit facility is available for general corporate purposes. The term loan and the revolving credit facility both mature on November 20, 2019. As of March 31, 2015 and December 31, 2014, we had notes outstanding under the revolving credit facility of $100.0 million and $650.0 million, respectively. We are required under the credit agreement to make scheduled quarterly principal payments on the term loan.

Short-term Debt

The following summarizes our short-term debt balances as of:

	March 31, 2015		December 31, 2014
	(in millions)
Notes outstanding under revolving credit facility	$	100.0	$	650.0
Term loan - current maturities	50.0		50.0
Total short-term debt	$	150.0	$	700.0

Long-term Debt

The following summarizes our long-term debt balances as of:

	March 31, 2015			December 31, 2014
	(in millions)
Term loan, due 2019	$	975.0		$	987.5
Less: current maturities	(50.0		)	(50.0		)
Long-term debt, net of current maturities	$	925.0		$	937.5

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Short-term Investments (Investments) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale investment securities	$ 1,531.7	$ 1,262.7
Time deposits	546.7	501.9
Short-term Investments, Total	2,078.4	1,764.6
U.S. Treasury And Agency Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale investment securities	545.6	544.7
Corporate And Other Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale investment securities	371.2	358.6
Certificates of Deposit and Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale investment securities	263.6	4.6
Asset-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale investment securities	220.1	220.1
Municipal Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale investment securities	108.8	112.8
Mutual Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale investment securities	$ 22.4	$ 21.9

XML

Fair Value Measurements (Financial Assets And (Liabilities) Measured At Fair Value On A Recurring Basis) (Details) (Recurring [Member], USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 164.4	$ 183.9
Time deposits	546.7	501.9
Available-for-sale investment securities	1,531.7	1,262.7
Investments	2,078.4	1,764.6
Total	2,185.3	1,847.8
U.S. Treasury And Agency Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	545.6	544.7
Corporate And Other Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	371.2	358.6
Certificates of Deposit and Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	263.6	4.6
Asset-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	220.1	220.1
Municipal Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	108.8	112.8
Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	22.4	21.9
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	96.9	176.5
Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	20.1
Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents		7.4
Certificates of Deposit and Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	47.4
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	96.9	176.5
Time deposits	0
Available-for-sale investment securities	431.4	426.8
Investments	431.4	426.8
Total	528.3	603.3
Level 1 [Member] | U.S. Treasury And Agency Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	431.4	426.8
Level 1 [Member] | Corporate And Other Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Level 1 [Member] | Certificates of Deposit and Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0	0
Level 1 [Member] | Asset-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Level 1 [Member] | Municipal Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Level 1 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Level 1 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	96.9	176.5
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	67.5	7.4
Time deposits	546.7	501.9
Available-for-sale investment securities	1,100.3	835.9
Investments	1,647.0	1,337.8
Total	1,657.0	1,244.5
Level 2 [Member] | U.S. Treasury And Agency Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	114.2	117.9
Level 2 [Member] | Corporate And Other Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	371.2	358.6
Level 2 [Member] | Certificates of Deposit and Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	263.6	4.6
Level 2 [Member] | Asset-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	220.1	220.1
Level 2 [Member] | Municipal Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	108.8	112.8
Level 2 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	22.4	21.9
Level 2 [Member] | Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	20.1
Level 2 [Member] | Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents		7.4
Level 2 [Member] | Certificates of Deposit and Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	47.4
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time deposits	0
Available-for-sale investment securities	0
Investments	0
Total	0	0
Level 3 [Member] | U.S. Treasury And Agency Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Level 3 [Member] | Corporate And Other Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Level 3 [Member] | Certificates of Deposit and Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0	0
Level 3 [Member] | Asset-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Level 3 [Member] | Municipal Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Level 3 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale investment securities	0
Other Current Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	12.9	2.7
Other Current Assets [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	0
Other Current Assets [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	12.9	2.7
Other Current Assets [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	0
Accrued Expenses and Other Current Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, liabilities	(65.8)	(97.3)
Accrued Expenses and Other Current Liabilities [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, liabilities	0
Accrued Expenses and Other Current Liabilities [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, liabilities	(65.8)	(97.3)
Accrued Expenses and Other Current Liabilities [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, liabilities	0
Other Noncurrent Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	8.0	3.9
Other Noncurrent Assets [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	0	0
Other Noncurrent Assets [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	8.0	3.9
Other Noncurrent Assets [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, assets	0	0
Other Noncurrent Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, liabilities	(12.6)	(10.0)
Other Noncurrent Liabilities [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, liabilities	0
Other Noncurrent Liabilities [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, liabilities	(12.6)	(10.0)
Other Noncurrent Liabilities [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments, liabilities	$ 0

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Debt (Tables)

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Summary of Short-term Debt

Short-term Debt

The following summarizes our short-term debt balances as of:

	March 31, 2015		December 31, 2014
	(in millions)
Notes outstanding under revolving credit facility	$	100.0	$	650.0
Term loan - current maturities	50.0		50.0
Total short-term debt	$	150.0	$	700.0

Summary of Long-term Debt

Long-term Debt

The following summarizes our long-term debt balances as of:

	March 31, 2015			December 31, 2014
	(in millions)
Term loan, due 2019	$	975.0		$	987.5
Less: current maturities	(50.0		)	(50.0		)
Long-term debt, net of current maturities	$	925.0		$	937.5