Cognizant - Annual Report 2021 (Final)
Cognizant - Annual Report 2021 (Final)
Cognizant - Annual Report 2021 (Final)
engineered
®
We are executing well in a robust IT services Our strategy also defines what we choose not
market with our capabilities in strong demand to do. Accordingly, we’ve exited non-core parts
as digital technologies move into the heart of our portfolio such as certain content-related
of organizations’ operating models and services, and deprioritized local commercial
processes. Growing numbers of clients are business in non-strategic markets.
building digital operating models to become Executing this flywheel begins with the four
1
Constant currency revenue growth, adjusted operating margin and free cash flow are not measurements of financial
4 Cognizant Annual Report 2021 performance prepared in accordance with U.S. GAAP. See “Non-GAAP Financial Measures” on pages 30-32 of the Annual
Report on Form 10-K.
related initiatives of our growth strategy:
accelerating digital, globalizing Cognizant,
increasing client relevance, and repositioning
the Cognizant brand.
Accelerating digital
Accelerating digital means moving more of
our portfolio to high-growth digital services
and extending our leadership in AI, data,
digital engineering, cloud, and IoT through Globalizing
organic investments and a strengthened Cognizant
partner ecosystem, coupled with more also requires
than $2.5 billion in acquisitions since 2019. a global delivery
network that’s
This shift to digital provides the breadth of robust and resilient to
technical capabilities and skills needed to ensure continuity of service
help clients with their most strategic initiatives, for clients. We continue to
which include becoming modern businesses complement our major delivery
that are engineered for continuous change centers in India, home to approximately
and operate with intelligent, automated two-thirds of our associates, by expanding
processes enabled by technology and data. our delivery capabilities across the world.
As a result, we’re engaging more deeply with
To reflect the way solutions are created today
clients and driving additional business value
in a rapid, iterative manner, we are increasing
for them by, for example, advising on workflow
our near-shore and onshore capabilities by
design and implementation and helping
scaling global technology and service delivery
them innovate faster to stay relevant to their
centers across the globe.
customers. This high-value work also helps us
attract and retain top talent and strengthens
our financial profile. Increasing client relevance
We expect an increasing percentage of our To become ever more relevant to clients, our
total revenue to come from digital, which third strategic initiative, we provide a strong,
grew 19% year over year and accounted for industry-specific point of view and technology
44% of 2021 revenue. We believe digital can consulting capability, demonstrate deep
become 55% to 60% of total revenue in the knowledge of their pain points, processes,
next few years. and ambitions, and then sell, solution, and
deliver outcomes that solve their challenges
and help them become more successful.
Globalizing Cognizant
In healthcare, for instance, our end-to-end
A second strategic initiative is to globalize capabilities enable us to support clients
Cognizant. The opportunity to scale our across the entire value chain—from strategy
international business is substantial. Therefore, and design through implementation
we’ve been increasing investment in key and optimization. Our leading products,
geographic markets directed to acquisitions, underpinned by our TriZetto software portfolio,
talent, sales, and marketing. help organizations increase revenue growth,
Next, we’ll help AMF1 apply 5G, IoT, data, and AI to support
critical decision-making. Planned projects include building
a digital twin of the F1 car and using AI and machine
learning—fueled by real-time and past-performance
data—to run simulations and make in-race predictions
instantly, as if on intuition.
Organizations are fast becoming aware of their impact and taking bold steps to be more
sustainable. And in the process, becoming more resilient. Our company is no exception. Given our size
and global footprint, we have established environmental, social, and governance priorities that take
into consideration the diversity of our associates, the goals of our clients, the interests of our investors,
and the wellbeing of the international community—of which we are an engaged member. This past
year, we joined the United Nations Global Compact (UNGC) and began the process of integrating
the UNGC’s Ten Principles into our ESG strategy. Protection of human rights, promoting greater
environmental responsibility and working against corruption remain key focus areas of the ten
principles. We’ve adopted additional ESG goals to stay true to our commitment.
Environmental
We leverage our expertise and resources to help address climate change. As we announced in
October of 2021, we have committed to achieve net zero emissions. Our plan calls for reducing
emissions by 50 percent by 2030, and by 90 percent by 2040 with plans to negate any remaining
emissions in both the 2030 and 2040 goals by using carbon offsets. We will also extend our expertise
in cloud, IoT, and AI to help Global 2000 clients orient around and meet their sustainability goals,
including and reducing their own carbon footprints.
Social
We strive to achieve both societal and business impact by setting policies and priorities that attract,
develop and retain a more diverse workforce. That is why we take steps to close the skills gap
through training, thematic volunteering, and strategic philanthropy. We especially focus these efforts
in underserved and underrepresented communities. As a company, we continue to increase the
diversity of associates through inclusive hiring practices and at the same time, create a more inclusive
atmosphere through policies and events to create a welcoming environment for all. And with over
330,000 employees, we are dedicated to continuous training and leadership development to ensure
that our people can participate in and shape a fast-changing world.
$18.5B
Revenue Operating Margin
11.1 % growth Y/Y (as reported)
15.4%
10.0% growth (constant currency)1
Adjusted
Operating Margin1
1
Constant currency revenue growth, adjusted operating
margin and free cash flow are not measurements
of financial performance prepared in accordance with
GAAP. See “Non-GAAP Financial Measures” in our 10-K,
pages 30-32, for more information and a reconciliation
to the most directly comparable GAAP financial
measure, as applicable.
22 Cognizant Annual Report 2021
Acquisitions
Devbridge uses collaborative techniques and Magenic provides agile software and cloud
proprietary tools to deliver product design development, DevOps, experience design,
and development, service design, software and advisory services. Its custom solutions
engineering maturity, data strategy, and legacy include re-architecting and migrating products
modernization for clients. to cloud, building customer-facing web apps,
creating APIs, and designing secure payment
processing systems.
Forbes
Best Employers for Diversity
LinkedIn
2nd in Top Companies in India
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-24429
Delaware 13-3728359
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The aggregate market value of the registrant’s voting shares of common stock held by non-affiliates of the registrant on June 30, 2021, based on $69.26 per share, the last reported sale
price on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC on that date, was $36.4 billion.
The number of shares of Class A common stock, $0.01 par value, of the registrant outstanding as of February 11, 2022 was 524,534,828 shares.
Item Page
GLOSSARY 1
PART I 3
1. Business 3
1A. Risk Factors 12
1B. Unresolved Staff Comments 19
2. Properties 19
3. Legal Proceedings 19
4. Mine Safety Disclosures 19
PART II 20
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of 20
Equity Securities
6. [Reserved] 21
7. Management's Discussion and Analysis of Financial Condition and Results of Operations 22
7A. Quantitative and Qualitative Disclosures About Market Risk 37
8. Financial Statements and Supplementary Data 38
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 38
9A. Controls and Procedures 38
9B. Other Information 39
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 39
PART III 40
10. Directors, Executive Officers and Corporate Governance 40
11. Executive Compensation 40
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 40
Matters
13. Certain Relationships and Related Transactions, and Director Independence 40
14. Principal Accountant Fees and Services 40
PART IV 41
15. Exhibits, Financial Statements Schedules 41
16. Form 10-K Summary 43
SIGNATURES 44
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
F-1
GLOSSARY
Defined Term Definition
10b5-1 Plan Trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act
10th Magnitude Pamlico 10th Magnitude Blocker LLC, now known as Cognizant 10th Magnitude Blocker, LLC
Cognizant Technology Solutions Corporation Amended and Restated 2009 Incentive
2009 Incentive Plan Compensation Plan
2017 Incentive Plan Cognizant Technology Solutions Corporation 2017 Incentive Award Plan
Adjusted Diluted EPS Adjusted diluted earnings per share
AI Artificial Intelligence
APA Advance Pricing Agreement
ASC Accounting Standards Codification
ASR Accelerated Stock Repurchase
ASU Accounting Standards Update
Bright Wolf Bright Wolf, LLC
CC Constant Currency
Class Action Settlement Loss recorded in connection with the filing of a settlement agreement that resolved the
Loss consolidated putative securities class action against us and certain of our former officers
CMT Communications, Media and Technology
Code The Code on Social Security, 2020
Code Zero Code Zero, LLC
Collaborative Solutions Collaborative Solutions Holdings, LLC
COVID-19 The novel coronavirus disease
COVID-19 Charges Costs directly related to the COVID-19 pandemic
CPI Consumer Price Index
Credit Agreement Credit agreement with a commercial bank syndicate, as amended
Credit Loss Standard ASC Topic 326 "Financial Instruments - Credit Losses"
CTS India Our principal operating subsidiary in India
D&I Diversity and Inclusion
Devbridge Devbridge Group LLC
DevOps Agile relationship between development and IT operations
DOJ United States Department of Justice
DSO Days Sales Outstanding
EI-Technologies Entrepreneurs et Investisseurs Technologies SAS
EPS Earnings Per Share
ESG Environmental, social and corporate governance
ESG Mobility ESG Mobility GmbH
EU European Union
EVP Employee Value Proposition
Exchange Act Securities Exchange Act of 1934, as amended
Executive Transition Costs Costs associated with our CEO transition and the departure of our President in 2019
FASB Financial Accounting Standards Board
FCPA Foreign Corrupt Practices Act
FS Financial Services
GAAP Generally Accepted Accounting Principles in the United States of America
HC Healthcare
High Court Madras High Court
HR Human Resources
Item 1. Business
Overview
Cognizant is one of the world’s leading professional services companies, engineering modern business for the digital era.
Our services include digital services and solutions, consulting, application development, systems integration, application
testing, application maintenance, infrastructure services and business process services. Digital services have become an
increasingly important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and
differentiated businesses. We are continuing to invest in digital services with a focus on four key areas: IoT, digital engineering,
data and cloud. We tailor our services and solutions to specific industries with an integrated global delivery model that employs
client service and delivery teams based at client locations and dedicated global and regional delivery centers. We help clients
modernize technology, reimagine processes and transform experiences so they can stay ahead in a fast-changing world.
In order to achieve this vision and support our clients, we are focusing our business on four strategic priorities to increase
our commercial momentum and accelerate growth. These strategic priorities include:
• Accelerating digital - growing our digital business organically and inorganically;
• Globalizing Cognizant - accelerating the growth of our business in key international markets and diversifying
our leadership, capabilities and delivery footprint;
• Repositioning our brand - improving global brand recognition and becoming better known as a global digital
partner to the entire C-suite; and
• Increasing our relevance to our clients - leading with thought leadership and capabilities to address clients'
business needs.
We seek to drive organic growth through investments in our digital capabilities across industries and geographies,
including the extensive training and reskilling of our technical teams and the expansion of our local workforces in the United
States and other markets around the world. Additionally, we pursue select strategic acquisitions that can expand our talent,
experience and capabilities in key digital areas or in particular geographies or industries. In 2021, we completed seven such
acquisitions. See Note 3 to our consolidated financial statements for additional information.
Business Segments
We go to market across our four industry-based business segments. Our clients seek to partner with service providers that
have a deep understanding of their businesses, industry initiatives, customers, markets and cultures and the ability to create
solutions tailored to meet their individual business needs. Across industries, our clients are confronted with the risk of being
disrupted by nimble, digital-native competitors. They are therefore redirecting their focus and investment to digital operating
models and embracing DevOps and key technologies that enable quick adjustments to shifts in their markets. We believe that
our deep knowledge of the industries we serve and our clients’ businesses has been central to our growth and high client
satisfaction, and we continue to invest in those digital capabilities that help to enable our clients to become modern businesses.
Financial Services Healthcare Products and Resources Communications, Media and Technology
(FS) (HC) (P&R) (CMT)
• Banking • Healthcare • Retail and Consumer Goods • Communications and Media
• Insurance • Life Sciences • Manufacturing, Logistics, • Technology
Energy and Utilities
• Travel and Hospitality
Our FS segment includes banking, capital markets and insurance companies. Demand in this segment is driven by our
clients’ need to serve their customers while being compliant with significant regulatory requirements and adaptable to
regulatory change, as well as our clients' adoption and integration of digital technologies, including customer experience
enhancement, robotic process automation, analytics and AI in areas such as digital lending, fraud detection and next generation
payments. In addition to platforms that drive outcomes at speed, demand is also created by our clients’ desire to reduce
complexity through packaged solutions and suppliers with embedded product partners.
Our HC segment consists of healthcare providers and payers as well as life sciences companies, including pharmaceutical,
biotech and medical device companies. Demand in this segment is driven by emerging industry trends, including the shift
towards consumerism, outcome-based contracting, digital health and delivering integrated seamless, omni-channel, patient-
centered experiences. These trends result in increased demand for services that drive operational improvements in areas such as
clinical development, pharmacovigilance and manufacturing, as well as claims processing, enrollment, membership and billing.
Demand is also created by the adoption and integration of digital technologies such as AI to shape personalized care plans and
predictive data analytics to improve clinical trial designs, patient engagement and care outcomes.
Our P&R segment includes manufacturers, retailers and travel and hospitality companies, as well as companies providing
logistics, energy and utility services. Demand in this segment is driven by our clients’ focus on improving the efficiency of their
operations, the enablement and integration of mobile platforms to support sales and other omni-channel commerce initiatives,
and their adoption and integration of digital technologies, such as the application of intelligent systems to manage supply chains
and enhance overall customer experiences, and IoT to instrument functions for factories, real estate, fleets and products to
increase access to insight-generating data.
Our CMT segment includes information, media and entertainment, communications and technology companies. Demand
in this segment is driven by our clients’ need for services related to digital content, the creation of personalized user
experiences, acceleration of digital engineering and access to new revenue streams to drive growth.
For the year ended December 31, 2021, the distribution of our revenues across our four industry-based business segments
was as follows:
Communication,
Media and Products and
Technology: 15.4% Resources: 23.1%
The services we provide are distributed among a number of clients in each of our business segments. A loss of a
significant client or a few significant clients in a particular segment could materially reduce revenues for that segment. The
services we provide to our larger clients are often critical to their operations and a termination of our services would typically
require an extended transition period with gradually declining revenues. Nevertheless, the volume of work performed for
specific clients may vary significantly from year to year.
See Note 2 to our consolidated financial statements for additional information related to disaggregation of revenues by
client location, service line and contract-type for each of our business segments.
In 2021, our services and solutions were organized into two practice areas: Digital Business & Technology and Digital
Business Operations. Our consulting professionals have deep industry-specific expertise and work closely with our practice
areas to create modern frameworks, platforms and solutions that leverage a wide range of digital technologies across our
clients’ businesses to deliver higher levels of efficiency and new value for their customers.
Our Digital Business & Technology practice helps clients build modern enterprises that apply the power of cloud, data,
software, and IoT to help them perform better and innovate faster. Our clients are able to embrace a new business and
technology stack that comprises consumer-grade software, enterprise applications, modernized data and the instrumentation of
everything in cloud-first architectures. Areas of focus within this practice are:
• interactive, which leverages our global network of studios that help clients craft new experiences;
• application modernization, which updates legacy applications using agile methodologies and cloud;
• AI and analytics, which drive business growth and efficiencies through a greater understanding of customers and
operations;
• IoT, which unlocks greater productivity and new business models;
• experience-driven software engineering, which designs, engineers and delivers modern business software;
• application services;
• quality engineering and assurance; and
• cloud, infrastructure and security.
Competition
The markets for our services are highly competitive, characterized by a large number of participants and subject to rapid
change. Competitors may include systems integration firms, contract programming companies, application software companies,
cloud computing service providers, traditional consulting firms, professional services groups of computer equipment
companies, infrastructure management companies, outsourcing companies and boutique digital companies. Our direct
competitors include, among others, Accenture, Atos, Capgemini, Deloitte Digital, DXC Technology, EPAM Systems, Genpact,
HCL Technologies, IBM Consulting, Infosys Technologies, Tata Consultancy Services and Wipro. In addition, we compete
with numerous smaller local companies in the various geographic markets in which we operate.
The principal competitive factors affecting the markets for our services include the provider’s reputation and experience,
strategic advisory capabilities, digital services capabilities, performance and reliability, responsiveness to customer needs,
financial stability, corporate governance and competitive pricing of services. Accordingly, we rely on the following to compete
effectively:
• investments to scale our digital services;
• our recruiting, training and retention model;
• our global delivery model;
• an entrepreneurial culture and approach to our work;
• a broad client referral base;
• investment in process improvement and knowledge capture;
• financial stability and good corporate governance;
• continued focus on responsiveness to client needs, quality of services and competitive prices; and
• project management capabilities and technical expertise.
Intellectual Property
We provide value to our clients based, in part, on our proprietary innovations, methodologies, software, reusable
knowledge capital and other IP assets. We recognize the importance of IP and its ability to differentiate us from our
competitors. We seek IP protection for many of our innovations and rely on a combination of patent, copyright and trade secret
laws, confidentiality procedures and contractual provisions, to protect our IP. We have registered, and applied for the
registration of, U.S. and international trademarks, service marks, and domain names to protect our brands, including our
Cognizant brand, which is one of our most valuable assets. We own or are licensed under a number of patents, trademarks and
copyrights of varying duration, relating to our products and services. We also have policies requiring our employees to respect
the IP rights of others. While our proprietary IP rights are important to our success, we believe our business as a whole is not
materially dependent on any particular IP right or any particular group of patents, trademarks, copyrights or licenses, other than
our Cognizant brand.
Cognizant® and other trademarks appearing in this report are registered trademarks or trademarks of Cognizant and its
affiliates in the United States and other countries, or third parties, as applicable.
Workforce
We had approximately 330,600 employees at the end of 2021, with 40,900 in North America, 15,700 in Continental
Europe, 8,100 in the United Kingdom and 265,900 in various other locations throughout the rest of the world, including
240,000 in India. This represents an increase of 41,100 employees as compared to December 31, 2020. We utilize
subcontractors to provide additional capacity and flexibility in meeting client demand, though the number of subcontractors has
historically been immaterial relative to our employee headcount. We are not party to any significant collective bargaining
agreements.
• Engagement & Retention: Cognizant aims to provide a compelling employee value proposition, or EVP, that inspires
current and potential employees from all backgrounds and geographies. In 2021, we strengthened the articulation of
our EVP and took targeted actions across the employee lifecycle to enhance the employee experience. We also trained
top leaders, people managers, our HR team and other critical functions to deliver the EVP through their roles.
We regularly assess employee sentiment through third-party engagement surveys, leader listening sessions and
interactions on our internal channels. On an annual basis, after each engagement survey, we develop and communicate
clear action plans to continue to build on our strengths and address shortfalls.
We regularly monitor employee retention levels. Competition for skilled employees in the current labor market is
intense, and we experienced significantly elevated attrition during 2021. We continue to enhance our pay-for-
performance approach and increase our efforts with respect to recruitment, talent management and employee
engagement. For the three months ended December 31, 2021 and 2020, our annualized attrition rate, including both
voluntary and involuntary, was 34.6% and 19.0%, respectively. Our attrition rate for the years ended December 31,
2021 and 2020, including both voluntary and involuntary, was 30.8% and 20.6%, respectively. Our attrition is
weighted towards our more junior employees. In 2021, voluntary attrition constituted the vast majority of our attrition
for the period. In comparison, voluntary attrition in 2020 represented only approximately half of our attrition for the
period as our personnel actions taken under our Fit for Growth Plan increased involuntary attrition while voluntary
attrition was suppressed due to the COVID-19 pandemic.
• Advancing Diversity & Inclusion: We strive to continually improve upon D&I over the long term. A diverse and
inclusive workforce strengthens our ability to innovate and to understand our clients’ needs and aspirations.
As of December 31, 2021, women accounted for 38% of our workforce as compared to 36% as of December 31, 2020.
In our 2021 engagement survey, D&I continued to score higher than external benchmark, showing as a consistent
strength for our company.
• High Performance Culture: We aim to create a work environment where every person is inspired to achieve, driven
to perform and rewarded for their contributions. Our culture of meritocracy fosters individual and team high
performance to fuel our growth.
Highlights include:
– Regular, performance-based promotions and merit increases as one lever to engage high-performing talent.
During the 2021 cycle, we were proud to promote employees across all levels and provide merit increases to a
significant number of our employees;
• Learning & Development: Clients count on us to know their industries, businesses, and technology environments,
readily gain new digital skills and insights, and apply our knowledge to help them increase their competitiveness. We
facilitate upward and cross-career growth through role and skill-based training and a robust learning ecosystem for
employees at all levels.
Highlights include:
– Robust technical programs that reskill and upskill our employees with a focus on building digital skills in areas
such as IoT, digital engineering, data and cloud;
– The 2021 launch of the Cognizant Integrated Higher Education Program in India, a collaboration with premier
institutions that empowers employees to earn a Masters of Technology degree while remaining employed with
Cognizant. As part of the initiative, Cognizant sponsors an employee’s final semester fee, as well as offers a
loan to cover course fees for the first year;
– Several innovative pre-employment training programs for graduates and early to mid-career professionals that
focus on cultivating technology skills required for the next-generation workforce; and
– Recognition of our talent development approach by leading learning and development organizations, such as
the Association for Talent Development, the Brandon Hall Group and the Learning and Performance Institute.
• Leadership Development & Talent Management: Cognizant continuously fosters and builds its pipeline of diverse,
high-performing leaders who have the breadth and versatility to drive our growth. To do this, we focus on engaging
senior talent and enabling their success through continuous assessment and high impact development opportunities.
Highlights include:
– Targeted talent programs for key pools that include various training opportunities, digital leadership programs,
custom leadership development initiatives and leadership transition programs to equip employees for taking on
a leadership role;
– Fast-tracking high-performing and high-potential leadership talent through personalized assessments,
executive coaching and executive education programs;
– Accelerating a diverse leadership pipeline through programs like Propel, an initiative focused on priming the
next level of women leaders within Cognizant. In 2021, we reached a critical milestone, exceeding our pledge
to put 1,000 women leaders globally through the program;
– More than 600 leaders have participated in our LEAD@Cognizant partnership with Harvard University, which
is a 4.5-month leadership capability program designed exclusively for Cognizant leaders to learn, practice and
internalize how to set the course, connect the dots, inspire followership and deliver results through strategic
alignment, collaboration and building high performing teams; and
– Periodic talent processes such as talent reviews aim to help individuals develop in role and prepare for the
future, while strengthening our leadership pipeline overall.
• Supporting Wellbeing at Work and Home: We offer benefits to care for the diverse needs of our employees and
keep them feeling resilient, innovative and engaged. These include total compensation programs, health benefits,
overall well-being and family care, tax savings programs, income protection and financial planning resources. As we
continue to face evolving environmental and health challenges, we continually review and enhance our offerings to
improve the competitiveness of our total compensation programs, including our health benefit offerings.
Highlights include:
– Our WorkFlex program, which provides employees greater flexibility to complete their required hours outside
their standard schedule or to transition to a part-time schedule to accommodate personal priorities;
– Various benefits to support employee mental health, including a robust Employee Assistance Program, peer
support through trained employees who serve as mental health champions, and mental health insurance
In Current
Name Age Capacities in Which Served Position Since
Brian Humphries (1) 48 Chief Executive Officer 2019
(2)
Jan Siegmund 57 Chief Financial Officer 2020
(3)
Robert Telesmanic 55 Senior Vice President, Controller and Chief Accounting Officer 2017
(4)
John Kim 54 Executive Vice President, General Counsel, Chief Corporate Affairs 2021
Officer and Secretary
Rebecca Schmitt (5) 48 Executive Vice President, Chief People Officer 2020
Balu Ganesh Ayyar (6) 60 Executive Vice President and President, Digital Operations 2019
Gregory Hyttenrauch (7) 54 Executive Vice President and President, North America 2021
Ursula Morgenstern (8) 56 Executive Vice President and President, Global Growth Markets 2020
Rajesh Nambiar (9) 54 Executive Vice President and President, Digital Business and 2021
Technology
Andrew Stafford (10) 57 Executive Vice President, Head of Global Delivery 2020
(1) Brian Humphries has been our Chief Executive Officer and a member of the Board of Directors since April 2019. Prior to
joining Cognizant, he served as Chief Executive Officer of Vodafone Business, a division of Vodafone Group, from 2017
until 2019. Mr. Humphries joined Vodafone from Dell Technologies where he served as President and Chief Operating
Officer of Dell’s Infrastructure Solutions Group from 2016 to 2017, President of Dell’s Global Enterprise Solutions from
2014 to 2016, and Vice President and General Manager, EMEA Enterprise Solutions from 2013 to 2014. Before joining
Dell, Mr. Humphries was with Hewlett-Packard where his roles from 2008 to 2013 included Senior Vice President,
Emerging Markets, Senior Vice President, Strategy and Corporate Development, and Chief Financial Officer of HP
Services. The early part of his career was spent with Compaq and Digital Equipment Corporation. Mr. Humphries brings
to the Board extensive leadership and global operations management experience from having served at public companies
in the technology sector. He holds a bachelor’s degree in Business Administration from the University of Ulster, Northern
Ireland.
(2) Jan Siegmund has been our Chief Financial Officer since September 2020. Prior to joining Cognizant, Mr. Siegmund
spent over 19 years with Automatic Data Processing (ADP), where he served as Corporate Vice President and Chief
Financial Officer from 2012 to 2019 and Chief Strategy Officer and President of the Added Value Services Division from
1999 to 2012. He began his career at McKinsey & Company as a Senior Engagement Manager. Mr. Siegmund is a
member of the Board of Directors of The Western Union Company, where he is Chair of the Audit Committee and a
member of the Compliance Committee. He holds a master’s degree in Industrial Engineering from Technical University
Karlsruhe, Germany, a master’s degree in Economics from the University of California, Santa Barbara and a doctorate in
Economics from Technical University of Dresden, Germany.
(3) Robert Telesmanic has been our Senior Vice President, Controller and Chief Accounting Officer since January 2017, a
Senior Vice President since 2010 and our Corporate Controller since 2004. Prior to that, he served as our Assistant
Corporate Controller from 2003 to 2004. Prior to joining Cognizant, Mr. Telesmanic spent over 14 years with Deloitte &
Our results of operations could be adversely affected by economic and political conditions globally and in
particular in the markets in which our clients and operations are concentrated.
Global macroeconomic conditions have a significant effect on our business as well as the businesses of our clients.
Volatile, negative or uncertain economic conditions could cause our clients to reduce, postpone or cancel spending on projects
with us and could make it more difficult for us to accurately forecast client demand and have available the right resources to
profitably address such client demand. Clients may reduce demand for services quickly and with little warning, which may
cause us to incur extra costs where we have employed more personnel than client demand supports.
Our business is particularly susceptible to economic and political conditions in the markets where our clients or operations
are concentrated. Our revenues are highly dependent on clients located in the United States and Europe, and any adverse
economic, political or legal uncertainties or adverse developments, including due to the uncertainty related to the COVID-19
pandemic, may cause clients in these geographies to reduce their spending and materially adversely impact our business. Many
of our clients are in the financial services and healthcare industries, so any decrease in growth or significant consolidation in
these industries or regulatory policies that restrict these industries may reduce demand for our services. Economic and political
developments in India, where a significant majority of our operations and technical personnel are located, or in other countries
where we maintain delivery operations, may also have a significant impact on our business and costs of operations. As a
developing country, India has experienced and may continue to experience high inflation and wage growth, fluctuations in
gross domestic product growth and volatility in currency exchange rates, any of which could materially adversely affect our
cost of operations. Additionally, we benefit from governmental policies in countries that encourage foreign investment and
promote the ease of doing business, such as tax incentives, and any change in policy or circumstances that results in the
elimination of such benefits or degradation of the rule of law, or imposition of new adverse restrictions or costs on our
operations could have a material adverse effect on our business, results of operations and financial condition.
The COVID-19 pandemic has had a significant and continuing adverse impact upon, and this or other pandemics
may have a material adverse impact upon, our business, liquidity, results of operations and financial condition.
The ongoing global COVID-19 pandemic has caused and continues to cause significant loss of life and interruption to the
global economy and has resulted in the curtailment of activities by businesses and consumers in much of the world as
governments and others seek to limit the spread of the disease, including through business and transportation shutdowns and
restrictions on people’s movement and congregation. Among other things, many of our and our clients’ offices have been
closed and employees have been working from home and many consumer-facing businesses have closed or are operating at a
significantly reduced level to observe various social distancing requirements and government-mandated measures. The overall
result has included a dramatic reduction in activity in the global economy and significant adverse impacts to the financial
markets, including the trading price of our common stock in the past and potentially in the future.
The COVID-19 pandemic has had a significant and continuing adverse impact upon, and this or other pandemics may
have a material adverse impact upon, our business, liquidity, results of operations and financial condition, including as a result
of the following:
• Reduced client demand for services – The vast majority of our business is with clients in the United States, the
United Kingdom and other countries in Europe, all regions that have been hard hit by the pandemic. The
COVID-19 pandemic at times reduced, and other future pandemics could reduce, demand for our services,
particularly in regions that have been hit hard by the pandemic and from clients in the retail, consumer goods,
travel and hospitality, and communications and media industries. Future client demand for services will depend on
the course of the pandemic, including whether COVID-19 vaccines will be sufficiently effective against variant
viruses of COVID-19, other factors such as measures taken by governments and businesses in affected areas that
could negatively impact our clients and our business, and any economic disruption from new waves of pandemic
infections.
• Delivery challenges – Due to the closures of many of our clients' facilities, including as a result of various orders
from national, state or local governments, we have faced and may continue to face, in the near term or in future
pandemics, challenges in delivering services to our clients and satisfying contractually agreed upon service levels.
The pandemic, particularly in India, but also in the Philippines and other countries where we have near-shore or
The COVID-19 pandemic continues to evolve. The ultimate extent to which the pandemic impacts our business, liquidity,
results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be
predicted with confidence, including the delivery, adoption and effectiveness of vaccines, future variants of the COVID-19
virus and any resulting impact on the effectiveness of vaccines, the availability of effective treatments for the disease, the
duration and extent of the pandemic and waves of infection, travel restrictions and social distancing, the duration and extent of
business closures and business disruptions and the effectiveness of actions taken to contain, treat and prevent the disease. If we
or our clients experience prolonged shutdowns or other business disruptions, our business, liquidity, results of operations,
financial condition and the trading price of our common stock may be materially adversely affected, and our ability to access
the capital markets may be limited.
If we are unable to attract, train and retain skilled employees to satisfy client demand, including highly skilled
technical personnel and personnel with experience in key digital areas, as well as senior management to lead our
business globally, our business and results of operations may be materially adversely affected.
Our success is dependent, in large part, on our ability to keep our supply of skilled employees, including project
managers, IT engineers and senior technical personnel, in particular those with experience in key digital areas, in balance with
client demand around the world and on our ability to attract and retain senior management with the knowledge and skills to lead
our business globally. In 2021, we experienced unprecedented attrition, which was considered industry-wide. As a result, we
hired over a hundred thousand new employees and needed to reskill, retain, integrate and motivate our workforce of over
300,000 employees with diverse skills and expertise in order to serve client demands across the globe, respond quickly to rapid
and ongoing technological, industry and macroeconomic developments and grow and manage our business. While we believe
the level of attrition in 2021 was unusual, we believe it will remain elevated through 2022 and possibly beyond, which could
materially adversely affect our business. We also must continue to maintain an effective senior leadership team that, among
other things, is effective in executing on our strategic goals and growing our digital business. The loss of senior executives, or
the failure to attract, integrate and retain new senior executives as the needs of our business require, could have a material
adverse effect on our business and results of operations.
Competition for skilled labor is intense and, in some jurisdictions and service areas in which we operate and, in particular,
in key digital areas, there are more open positions than qualified persons to fill these positions. Our business has experienced
and may continue to experience significant employee attrition, which has caused us to incur increased costs to hire new
employees with the desired skills. While we strive to adjust pricing to reduce the impact of compensation increases on our
operating margin, we may not be successful in recovering these increases, which could adversely affect our profitability and
operating margin. Costs associated with recruiting and training employees are significant. If we are unable to hire or deploy
employees with the needed skillsets or if we are unable to adequately equip our employees with the skills needed, this could
materially adversely affect our business. Additionally, if we are unable to maintain an employee environment that is
We face challenges related to growing our business organically as well as inorganically through acquisitions, and
we may not be able to achieve our targeted growth rates.
Achievement of our targeted growth rates requires continued significant organic growth of our business as well as
inorganic growth through acquisitions. To achieve such growth, we must, among other things, continue to significantly expand
our global operations, increase our product and service offerings, in particular with respect to digital, and scale our
infrastructure to support such business growth. Continued business growth increases the complexity of our business and places
significant strain on our management, employees, operations, systems, delivery, financial resources, and internal financial
control and reporting functions, which we will have to continue to develop and improve to sustain such growth. Our ability to
successfully manage change associated with the various business transformation initiatives is critical for the overall strategy
execution. We must continually recruit and train new employees, retain and reskill, as necessary, existing sales, technical,
finance, marketing and management employees with the knowledge, skills and experience that our business model requires and
effectively manage our employees worldwide to support our culture, values, strategies and goals. Additionally, we expect to
continue pursuing strategic and targeted acquisitions and investments to enhance our offerings of services and solutions or to
enable us to expand our talent, experience and capabilities in key digital areas or in particular geographies or industries. We
may not be successful in identifying suitable opportunities, completing targeted transactions or achieving the desired results,
and such opportunities may divert our management's time and focus away from our core business. We may face challenges in
effectively integrating acquired businesses into our ongoing operations and in assimilating and retaining employees of those
businesses into our culture and organizational structure. If we are unable to manage our growth effectively, complete
acquisitions of the number, magnitude and nature we have targeted, or successfully integrate any acquired businesses into our
operations, we may not be able to achieve our targeted growth rates or improve our market share, profitability or competitive
position generally or in specific markets or services.
We may not be able to achieve our profitability goals and maintain our capital return strategy.
Our goals for profitability and capital return rely upon a number of assumptions, including our ability to improve the
efficiency of our operations and make successful investments to grow and further develop our business. Our profitability
depends on the efficiency with which we run our operations and the cost of our operations, especially the compensation and
benefits costs of our employees. We have incurred, and may continue to incur, substantial costs related to implementing our
strategy to optimize such costs, and we may not realize the ultimate cost savings that we expect. We may not be able to
efficiently utilize our employees if increased regulation, policy changes or administrative burdens of immigration, work visas or
client worksite placement prevents us from deploying our employees on a timely basis, or at all, to fulfill the needs of our
clients. Increases in wages and other costs, including as a result of attrition, may put pressure on our profitability. Fluctuations
in foreign currency exchange rates can also have adverse effects on our revenues, income from operations and net income when
items denominated in other currencies are translated or remeasured into U.S. dollars for presentation of our consolidated
financial statements. We have entered into foreign exchange forward contracts intended to partially offset the impact of the
movement of the exchange rates on future operating costs and to mitigate foreign currency risk on foreign currency
denominated net monetary assets. However, the hedging strategies that we have implemented, or may in the future implement,
to mitigate foreign currency exchange rate risks may not reduce or completely offset our exposure to foreign exchange rate
fluctuations and may expose our business to unexpected market, operational and counterparty credit risks. We are particularly
susceptible to wage and cost pressures in India and the exchange rate of the Indian rupee relative to the currencies of our client
contracts due to the fact that the substantial majority of our employees are in India while our contracts with clients are typically
in the local currency of the country where our clients are located. If we are unable to improve the efficiency of our operations,
our operating margin may decline and our business, results of operations and financial condition may be materially adversely
affected. Failure to achieve our profitability goals could adversely affect our business, financial condition and results of
operations.
With respect to capital return, our ability and decisions to pay dividends and repurchase shares depend on a variety of
factors, including the cash flow generated from operations, our cash and investment balances, our net income, our overall
liquidity position, potential alternative uses of cash, such as acquisitions, and anticipated future economic conditions and
financial results. Failure to carry out our capital return strategy may adversely impact our reputation with shareholders and
shareholders’ perception of our business and the trading price of our common stock.
Our failure to meet specified service levels or milestones required by certain of our client contracts may result in
our client contracts being less profitable, potential liability for penalties or damages or reputational harm.
Many of our client contracts include clauses that tie our compensation to the achievement of agreed-upon performance
standards or milestones. Failure to satisfy these requirements could significantly reduce our fees under the contracts, increase
We face intense and evolving competition and significant technological advances that our service offerings must
keep pace with in the rapidly changing markets we compete in.
The markets we serve and operate in are highly competitive, subject to rapid change and characterized by a large number
of participants, as described in “Part I, Item 1. Business-Competition.” In addition to large, global competitors, we face
competition in many geographic markets from numerous smaller, local competitors that may have more experience with
operations in these markets, have well-established relationships with our desired clients, or be able to provide services and
solutions at lower costs or on terms more attractive to clients than we can. Consolidation activity may also result in new
competitors with greater scale, a broader footprint or vertical integration that makes them more attractive to clients as a single
provider of integrated products and services. In addition, concurrent use by many clients of multiple professional service
providers means that we are required to be continually competitive on the quality, scope and pricing of our offerings or face a
reduction or elimination of our business. If we are not able to successfully apply market level pricing and manage discounts, we
may face downward pressure on gross margins and profitability.
Our success depends on our ability to continue to develop and implement services and solutions that anticipate and
respond to rapid and continuing changes in technology to serve the evolving needs of our clients. Examples of areas of
significant change include digital-, cloud- and security-related offerings, which are continually evolving, as well as
developments in areas such as AI, augmented reality, automation, blockchain, IoT, quantum computing and as-a-service
solutions. If we do not sufficiently invest in new technologies, successfully adapt to industry developments and changing
demand, and evolve and expand our business at sufficient speed and scale to keep pace with the demands of the markets we
serve, we may be unable to develop and maintain a competitive advantage and execute on our growth strategy, which would
materially adversely affect our business, results of operations and financial condition.
Our relationships with our third party alliance partners, who supply us with necessary components to the services and
solutions we offer our clients, are also critical to our ability to provide many of our services and solutions that address client
demands. There can be no assurance that we will be able to maintain such relationships or that such components will be
available on the expected timelines or for anticipated prices. Among other things, such alliance partners may in the future
decide to compete with us, form exclusive or more favorable arrangements with our competitors or otherwise reduce our access
to their products impairing our ability to provide the services and solutions demanded by clients.
We face legal, reputational and financial risks if we fail to protect client and/or Cognizant data from security
breaches and/or cyberattacks.
In order to provide our services and solutions, we depend on global information technology networks and systems, to
process, transmit, host and securely store electronic information (including our confidential information and the confidential
information of our clients) and to communicate among our locations around the world and with our clients, suppliers and
alliance partners (including numerous cloud service providers). Security breaches, employee malfeasance, or human or
technological error create risks of shutdowns or disruptions of our operations and potential unauthorized access and/or
disclosure of our or our clients’ sensitive data, which in turn could jeopardize projects that are critical to our operations or the
operations of our clients’ businesses and have other adverse impacts on our business or the business of our clients.
Like other global companies, we and our clients, suppliers, alliance partners (including numerous cloud service providers)
and other vendors we interact with face threats to data and systems, including by nation state threat actors, insider threats,
perpetrators of random or targeted malicious cyberattacks, computer viruses, malware, worms, bot attacks or other destructive
or disruptive software and attempts to misappropriate client information and cause system failures and disruptions. For
example, in April 2020, we announced a security incident involving a Maze ransomware attack. The attack resulted in
unauthorized access to certain data and caused significant disruption to our business.
A security compromise of our information systems, or of those of businesses with which we interact, that results in
confidential information being accessed by unauthorized or improper persons, could harm our reputation and expose us to
We are required to comply with increasingly complex and changing data security and privacy regulations in the United
States, the United Kingdom, the European Union and in other jurisdictions in which we operate that regulate the collection, use
and transfer of personal data. These laws can include stringent compliance obligations regarding the handling of personal data
as well as potential for significant financial penalties for noncompliance. The Court of Justice of the European Union decision
in the Schrems II ruling in July 2020 on data transfer requirements has caused significant uncertainty for businesses transferring
data outside of the European Union, which will likely result in continuing compliance and remediation costs.
In the United States, federal sectoral laws, such as the Health Insurance Portability and Accountability Act, and recently
enacted state legislation, such as the California Consumer Privacy Act, and its successor the California Privacy Rights Act that
will go into effect on January 1, 2023, impose or will impose extensive privacy requirements on organizations that handle
personal data. Proposals for federal privacy legislation continue and other new state privacy sectoral laws such as Virginia and
Colorado are on the horizon. Additionally, in India, the Personal Data Protection Bill, 2019 continues to make progress through
the Indian Parliament. If enacted in its current form it would impose stringent obligations on the handling of personal data,
including certain localization requirements for sensitive data. Penalties align with those in other regimes with proposed fines of
up to 4% of annual turnover, as defined in the bill. Other countries have enacted or are considering enacting data localization
laws that require certain data to stay within their borders. We may also face audits or investigations by one or more domestic or
foreign government agencies or our clients pursuant to our contractual obligations relating to our compliance with these
regulations. Complying with changing regulatory requirements requires us to incur substantial costs, exposes us to potential
regulatory action or litigation, and may require changes to our business practices in certain jurisdictions, any of which could
materially adversely affect our business operations and operating results.
If our risk management, business continuity and disaster recovery plans are not effective and our global delivery
capabilities are impacted, our business and results of operations may be materially adversely affected and we may suffer
harm to our reputation.
Our business model is dependent on our global delivery capabilities, which include coordination between our delivery
centers in India, our other global and regional delivery centers, the offices of our clients and our associates worldwide. System
failures, outages and operational disruptions may be caused by factors outside of our control, such as hostilities, political unrest,
terrorist attacks, natural disasters (including events that may be caused or exacerbated by climate change), and public health
emergencies and pandemics, such as the COVID-19 pandemic, affecting the geographies where our people, equipment and
clients are located. For example, we have substantial global delivery operations in Chennai, India, a city that has experienced
severe rains and flooding as a result of climate change. Our risk management, business continuity and disaster recovery plans
may not be effective at predicting or mitigating the effects of such disruptions, particularly in the case of catastrophic events or
longer term, increasingly severe developments that occur as a result of climate change. Any such disruption may result in lost
revenues, a loss of clients and reputational damage, which would have an adverse effect on our business, results of operations
and financial condition.
A substantial portion of our employees in the United States, United Kingdom, European Union and other
jurisdictions rely on visas to work in those areas such that any restrictions on such visas or immigration more generally
or increased costs of obtaining such visas or increases in the wages we are required to pay employees on visas may affect
our ability to compete for and provide services to clients in these jurisdictions, which could materially adversely affect
our business, results of operations and financial condition.
A substantial portion of our employees in the United States and in many other jurisdictions, including countries in
Europe, rely upon temporary work authorization or work permits, which makes our business particularly vulnerable to changes
and variations in immigration laws and regulations, including written changes and policy changes to the manner in which the
laws and regulations are interpreted or enforced, and potential enforcement actions and penalties that might cause us to lose
access to such visas. The political environment in the United States, the United Kingdom and other countries in recent years has
included significant support for anti-immigrant legislation and administrative changes. Many of these recent changes have
resulted in, and various proposed changes may result in, increased difficulty in obtaining timely visas that could impact our
Anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing could
impair our ability to serve our clients and materially adversely affect our business, results of operations and financial
condition.
The practice of outsourcing services to organizations operating in other countries is a topic of political discussion in the
United States, which is our largest market, as well as other regions in which we have clients. For example, measures aimed at
limiting or restricting outsourcing by U.S. companies have been put forward for consideration by the U.S. Congress and in state
legislatures to address concerns over the perceived association between offshore outsourcing and the loss of jobs domestically.
If any such measure is enacted, our ability to provide services to our clients could be impaired.
In addition, from time to time there has been publicity about purported negative experiences associated with offshore
outsourcing, such as alleged domestic job loss and theft and misappropriation of sensitive client data, particularly involving
service providers in India. Current or prospective clients may elect to perform certain services themselves or may be
discouraged from utilizing global service delivery providers like us due to negative perceptions that may be associated with
using global service delivery models or firms. Any slowdown or reversal of existing industry trends toward global service
delivery would seriously harm our ability to compete effectively with competitors that provide the majority of their services
from within the country in which our clients operate.
We are subject to numerous and evolving legal and regulatory requirements and client expectations in the many
jurisdictions in which we operate, and violations of, unfavorable changes in or an inability to meet such requirements or
expectations could harm our business.
We provide services to clients and have operations in many parts of the world and in a wide variety of different industries,
subjecting us to numerous, and sometimes conflicting, laws and regulations on matters as diverse as trade controls and
sanctions, immigration (including temporary work authorizations or work permits), content requirements, trade restrictions,
tariffs, taxation, antitrust laws, anti-corruption laws (including the FCPA and the U.K. Bribery Act), the environment,
government affairs, internal and disclosure control obligations, data privacy, intellectual property, employment and labor
relations. We face significant regulatory compliance costs and risks as a result of the size and breadth of our business. For
example, we may experience increased costs in 2022 and future years for employment and post-employment benefits in India as
a result of the issuance of the Code in late 2020. In addition, we may face costs and risks associated with uncertainty as to the
ongoing regulatory impact of the United Kingdom’s exit from the European Union.
We are also subject to a wide range of potential enforcement actions, audits or investigations regarding our compliance
with these laws or regulations in the conduct of our business, and any finding of a violation could subject us to a wide range of
civil or criminal penalties, including fines, debarment, or suspension or disqualification from government contracting,
prohibitions or restrictions on doing business, loss of clients and business, legal claims by clients and damage to our reputation.
Governmental bodies, investors, clients and businesses are increasingly focused on ESG issues, which has resulted and
may in the future continue to result in the adoption of new laws and regulations, reporting requirements and changing buying
practices. If we fail to comply with new laws, regulations or reporting requirements or keep pace with ESG trends and
developments or fail to meet the expectations of our clients and investors, our reputation and business could be adversely
impacted.
Changes in tax laws or in their interpretation or enforcement, failure by us to adapt our corporate structure and
intercompany arrangements to enhance our global tax profile or adverse outcomes of tax audits, investigations or
proceedings could have a material adverse effect on our effective tax rate, results of operations and financial condition.
The interpretation of tax laws and regulations in the many jurisdictions in which we operate and the related tax accounting
principles are complex and require considerable judgment to determine our income taxes and other tax liabilities worldwide.
Tax laws and regulations affecting us and our clients, including applicable tax rates, and the interpretation and enforcement of
such laws and regulations are subject to change as a result of economic, political and other factors, and any such changes or
changes in tax accounting principles could increase our effective worldwide income tax rate and have a material adverse effect
on our net income and financial condition. We routinely review and update our corporate structure and intercompany
arrangements, including transfer pricing policies, consistent with applicable laws and regulations, to align with our evolving
business operations and enhance our global tax profile across the numerous jurisdictions, such as the United States, India and
the United Kingdom, in which we operate. Failure to successfully adapt our corporate structure and intercompany arrangements
to align with our evolving business operations and enhance our global tax profile may increase our worldwide effective tax rate
and have a material adverse effect on our earnings and financial condition.
The following are several examples of changes in tax laws that may impact us:
• The Tax Reform Act was enacted in December 2017 and made a number of significant changes to the corporate tax
regime in the United States. We anticipate that the U.S. Treasury department will continue to issue interpretive
guidance which may modify relevant aspects of the tax regime. The U.S. federal government is also considering
further tax reform that could increase corporate tax rates.
• The OECD has been working on a Base Erosion and Profit Shifting project and is expected to continue to issue
guidelines and proposals that may change numerous long-standing tax principles. The changes recommended by
the OECD have been or are being adopted by many of the countries in which we do business and could lead to
disagreements among jurisdictions over the proper allocation of profits among them. The OECD has also
undertaken a new project focused on “Addressing the Tax Challenges of the Digitalization of the Economy.” This
project has proposed implementing a global model for minimum taxation, which may impact multinational
businesses. Similarly, the European Commission and various jurisdictions have introduced proposals to or passed
laws that impose a separate tax on specified digital services. These recent and potential future tax law changes
create uncertainty and may materially adversely impact our provision for income taxes.
Our worldwide effective income tax rate may increase as a result of these recent developments, changes in interpretations
and assumptions made, additional guidance that may be issued and ongoing and future actions the Company has or may take
with respect to our corporate structure and intercompany arrangements.
Additionally, we are subject from time to time to tax audits, investigations and proceedings. Tax authorities have
disagreed, and may in the future disagree, with our judgments, and are taking increasingly aggressive positions, including with
respect to our intercompany transactions. For example, we are currently involved in an ongoing dispute with the ITD in which
the ITD asserts that we owe additional taxes for two transactions by which CTS India repurchased shares from its shareholders,
as more fully described in Note 11 to the consolidated financial statements. Adverse outcomes in any such audits, investigations
or proceedings could increase our tax exposure and cause us to incur increased expense, which could materially adversely affect
our results of operations and financial condition.
We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time
in the conduct of our business. Our business is subject to the risk of litigation involving current and former employees, clients,
alliance partners, subcontractors, suppliers, competitors, shareholders, government agencies or others through private actions,
class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation. While we maintain
insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is
subject to various exclusions as well as caps on amounts recoverable.
Our client engagements expose us to significant potential legal liability and litigation expense if we fail to meet our
contractual obligations or otherwise breach obligations to third parties or if our subcontractors breach or dispute the terms of
our agreements with them and impede our ability to meet our obligations to our clients. For example, third parties could claim
that we or our clients, whom we typically contractually agree to indemnify with respect to the services and solutions we
provide, infringe upon their IP rights. Any such claims of IP infringement could harm our reputation, cause us to incur
substantial costs in defending ourselves, expose us to considerable legal liability or prevent us from offering some services or
solutions in the future. We may have to engage in legal action to protect our own IP rights, and enforcing our rights may require
considerable time, money and oversight, and existing laws in the various countries in which we provide services or solutions
may offer only limited protection.
We also face considerable potential legal liability from a variety of other sources. Our acquisition activities have in the
past and may in the future be subject to litigation or other claims, including claims from employees, clients, stockholders, or
other third parties. We have also been the subject of a number of putative securities class action complaints and putative
shareholder derivative complaints relating to the matters that were the subject of our now concluded internal investigation into
potential violations of the FCPA and other applicable laws, and may be subject to such legal actions for these or other matters
in the future. See "Part I, Item 3. Legal Proceedings" for more information. We establish reserves for these and other matters
when a loss is considered probable and the amount can be reasonably estimated; however, the estimation of legal reserves and
possible losses involves significant judgment and may not reflect the full range of uncertainties and unpredictable outcomes
inherent in litigation, and the actual losses arising from particular matters may exceed our estimates and materially adversely
affect our results of operations.
Item 2. Properties
We have sales and marketing offices, innovation labs, and digital design and consulting centers in major business markets,
including New York, London, Paris, Melbourne, and Singapore, among others, which are used to support our clients across all
four of our business segments. In total, we have offices and operations in approximately 100 cities and 35 countries around the
world, with our worldwide headquarters located in a leased facility in Teaneck, New Jersey in the United States.
We utilize a global delivery model with delivery centers worldwide, including in-country, regional and global delivery
centers. We have over 29 million square feet of owned and leased facilities for our delivery centers. Our largest delivery center
presence is in India, representing 88% of our total delivery centers on a square-foot basis, with the largest presence in Chennai
(10 million square feet), Hyderabad (4 million square feet), Pune (3 million square feet), Kolkata (3 million square feet) and
Bangalore (2 million square feet). We also have a significant number of delivery centers in other countries, including the United
States, Philippines, Canada, Mexico and countries throughout Europe.
We believe our current facilities are adequate to support our operations in the immediate future, and that we will be able to
obtain suitable additional facilities on commercially reasonable terms as needed.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Our Class A common stock trades on the Nasdaq Stock Market under the symbol “CTSH”. As of December 31, 2021, the
approximate number of holders of record of our Class A common stock was 111 and the approximate number of beneficial
holders of our Class A common stock was 451,800.
Cash Dividends
During 2021, we paid quarterly cash dividends of $0.24 per share, or $0.96 per share in total for the year. In January
2022, our Board of Directors approved a cash dividend of $0.27 per share with a record date of February 18, 2022 and a
payment date of March 1, 2022. We intend to continue to pay quarterly cash dividends in accordance with our capital allocation
framework. However, future dividend payments depend on a variety of factors, including our cash flow generated from
operations, cash and investment balances, net income, overall liquidity position, potential alternative uses of cash, such as
acquisitions, and anticipated future economic conditions and financial results.
Issuer Purchases of Equity Securities
Our stock repurchase program, allows for the repurchase of up to $9.5 billion, excluding fees and expenses, of our
Class A common stock through open market purchases, including under a 10b5-1 Plan or in private transactions, including
through ASR agreements entered into with financial institutions, in accordance with applicable federal securities laws. The
repurchase program does not have an expiration date. The timing of repurchases and the exact number of shares to be purchased
are determined by management, in its discretion, or pursuant to 10b5-1 Plan, and will depend upon market conditions and other
factors.
During the three months ended December 31, 2021, we repurchased $66 million of our Class A common stock under our
stock repurchase program. The following table sets out the stock repurchase activity under our stock repurchase program during
the fourth quarter of 2021 and the approximate dollar value of shares that may yet be purchased under the program as of
December 31, 2021.
We regularly purchase shares in connection with our stock-based compensation plans as shares of our Class A common
stock are tendered by employees for payment of applicable statutory tax withholdings. For the three months ended
December 31, 2021, we purchased 0.3 shares at an aggregate cost of $20 million in connection with employee tax withholding
obligations.
$400
$300
$200
$100
Base
Period
Company / Index 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21
Cognizant Technology Solutions Corp $ 100 $ 127.57 $ 115.25 $ 114.01 $ 152.69 $ 167.41
S&P 500 Index 100 121.83 116.49 153.17 181.35 233.41
S&P 500 Information Technology Index 100 138.83 138.43 208.05 299.37 402.73
(1) Graph assumes $100 invested on December 31, 2016 in our Class A common stock, the S&P 500 Index and the S&P
500 Information Technology Index.
(2) Cumulative total return assumes reinvestment of dividends.
Item 6. [Reserved]
During the year ended December 31, 2021, revenues increased by $1,855 million as compared to the year ended
December 31, 2020, representing growth of 11.1%, or 10.0% on a constant currency basis1. Our recently completed acquisitions
contributed 320 basis points to our revenue growth. Revenue growth also reflected our clients' continued adoption and
integration of digital technologies and was aided by the negative impact on 2020 revenues of the COVID-19 pandemic.
Revenue growth in the Healthcare segment was driven by increased demand for our services from our pharmaceutical clients
while continued adoption and integration of digital technologies across our manufacturing, logistics, energy and utilities clients
drove revenue growth in the Products and Resources segment. Revenues in the Communications, Media and Technology
segment benefited from our technology clients' growing demand for services related to digital content. Our 2020 revenue was
negatively affected by the Samlink Impact, which contributed approximately 70 basis points to our 2021 revenue growth. We
continue to experience pricing pressure on our non-digital services as our clients, particularly those in the Financial Services
segment, optimize the cost of supporting their legacy systems and operations.
Our operating margin and Adjusted Operating Margin1 increased to 15.3% and 15.4%, respectively, for the year ended
December 31, 2021 from 12.7% and 14.4%, respectively, for the year ended December 31, 2020. Our 2021 GAAP and
Adjusted Operating Margins benefited from savings generated by the implementation of the delivery cost optimization
initiatives of our 2020 Fit for Growth Plan and a decrease in travel and entertainment costs. These benefits were partially offset
by investments intended to drive and support organic revenue growth, including additions to our sales organization and
initiatives to reposition our brand, as well as the negative impact on margin of our recently completed acquisitions, increased
subcontractor and compensation costs as a result of significantly elevated attrition and costs related to the modernization of our
1
Adjusted Income From Operations, Adjusted Operating Margin, Adjusted Diluted EPS and constant currency revenue growth
are not measurements of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for
more information and reconciliations to the most directly comparable GAAP financial measures.
During the fourth quarter of 2021, we reached a settlement agreement with the final customer involved in our previously
disclosed proposed exit from a large customer engagement of our Samlink subsidiary and additionally entered into an
agreement to sell this subsidiary. We reached settlement agreements with the other two customers to this engagement in the
second quarter of 2021. The financial terms of the final settlement agreements with the three customers did not materially differ
from our original 2020 offer and, accordingly, the impact to our 2021 consolidated statement of operations was immaterial. In
2020, in connection with our settlement offer, we recorded a reduction of revenues of $118 million and additional expenses of
$33 million, or, jointly, the Samlink Impact. This negatively impacted both our 2020 GAAP and Adjusted Diluted EPS2 by
$0.27. The sale of our Samlink subsidiary closed on February 1, 2022. In 2021, our Samlink subsidiary had $113 million in
revenues.
In the third quarter of 2021, the parties to the consolidated putative securities class action suit filed a settlement agreement
that resolved the consolidated putative securities class action against us and certain of our former officers. As a result, we
recorded a $20 million Class Action Settlement Loss in "Selling, general and administrative expenses" in our consolidated
financial statements. The loss is excluded from Adjusted Operating Margin2 and Adjusted Diluted EPS2. For further
information see Note 15 to our consolidated financial statements.
Business Outlook
As we seek to increase our commercial momentum and accelerate growth, our four strategic priorities are:
• Accelerating digital - growing our digital business organically and inorganically;
• Globalizing Cognizant - accelerating the growth of our business in key international markets and diversifying
our leadership, capabilities and delivery footprint;
• Repositioning our brand - improving our global brand recognition and becoming better known as a global
digital partner to the entire C-suite; and
• Increasing our relevance to our clients - leading with thought leadership and capabilities to address clients'
business needs.
We continue to expect the long-term focus of our clients to be on their digital transformation into software-driven, data-
enabled, customer-centric and differentiated businesses. The COVID-19 pandemic accelerated our clients' need to modernize
their business, which has led to increased demand for digital capabilities. In 2021, we completed seven acquisitions intended to
expand our talent, experience and capabilities in key digital areas or in particular geographies or industries.
As our clients seek to optimize the cost of supporting their legacy systems and operations, our non-digital services have
been and may continue to be subject to pricing pressure. In addition, our clients will likely continue to contend with industry-
specific changes driven by evolving digital technologies, uncertainty in the regulatory environment, industry consolidation and
convergence as well as international trade policies and other macroeconomic factors, which could affect their demand for our
services.
As a global professional services company, we compete on the basis of the knowledge, experience, insights, skills and
talent of our employees and the value they can provide to our clients. Our success is dependent, in large part, on our ability to
keep our supply of skilled employees, in particular those with experience in key digital areas, in balance with client demand.
Competition for skilled employees in the current labor market is intense, and we experienced significantly elevated voluntary
attrition during 2021. For the three months ended December 31, 2021, our annualized attrition rate, including both voluntary
and involuntary, was 34.6% as compared to 19.0% for the three months ended December 31, 2020. For the year ended
December 31, 2021, our attrition rate, including both voluntary and involuntary, was 30.8% as compared to 20.6% for the year
ended December 31, 2020. Challenges attracting and retaining highly qualified personnel have negatively impacted our ability
to satisfy client demand and achieve our full revenue potential. We expect this impact to continue in 2022. Further, our ongoing
and anticipated future efforts with respect to recruitment, talent management and employee engagement may not be successful
and may result in increased delivery costs during 2022. Our most significant costs are the salaries and related benefits for our
employees. In certain regions, competition for employees with the advanced technical skills necessary to perform our services
has caused wages to increase at a rate greater than the general rate of inflation. While we strive to adjust pricing to reduce the
2
Adjusted Operating Margin and Adjusted Diluted EPS are not measurements of financial performance prepared in accordance
with GAAP. See “Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable
GAAP financial measures.
Our future results may be affected by potential tax law changes and other potential regulatory changes, including possible
U.S. corporate income tax reform and potentially increased costs for employment and post-employment benefits in India as a
result of the Code on Social Security, 2020. For additional information, see Part I, Item 1A. Risk Factors.
The Year Ended December 31, 2021 Compared to The Year Ended December 31, 2020
The following table sets forth certain financial data for the years ended December 31:
% of % of Increase / Decrease
(Dollars in millions, except per share data) 2021 Revenues 2020 Revenues $ %
Revenues $ 18,507 100.0 $ 16,652 100.0 $ 1,855 11.1
Cost of revenues(1) 11,604 62.7 10,671 64.1 933 8.7
Selling, general and administrative expenses(1) 3,503 18.9 3,100 18.6 403 13.0
Restructuring charges — — 215 1.3 (215) (100.0)
Depreciation and amortization expense 574 3.1 552 3.3 22 4.0
Income from operations 2,826 15.3 2,114 12.7 712 33.7
Other income (expense), net 1 (18) 19 (105.6)
Income before provision for income taxes 2,827 15.3 2,096 12.6 731 34.9
Provision for income taxes (693) (704) 11 (1.6)
Income (loss) from equity method investments 3 — 3 *
Net income $ 2,137 11.5 $ 1,392 8.4 $ 745 53.5
Diluted EPS $ 4.05 $ 2.57 $ 1.48 57.6
Other Financial Information 3
Adjusted Income From Operations and Adjusted
Operating Margin $ 2,846 15.4 $ 2,394 14.4 $ 452 18.9
Adjusted Diluted EPS $ 4.12 $ 3.42 $ 0.70 20.5
Revenues - Overall
During 2021, revenues increased by $1,855 million as compared to 2020, representing growth of 11.1%, or 10.0% on a
constant currency basis3. Our recently completed acquisitions contributed 320 basis points to our revenue growth. Our revenue
growth also reflected our clients' continued adoption and integration of digital technologies and was aided by the negative
impact on 2020 revenues of the COVID-19 pandemic. Our 2020 revenue was negatively affected by the Samlink Impact, which
contributed approximately 70 basis points to our 2021 revenue growth. We continue to experience pricing pressure on our non-
digital services as our clients, particularly those in the Financial Services segment, optimize the cost of supporting their legacy
systems and operations. Revenues from clients added during 2021, including those related to acquisitions, were $341 million.
3
Adjusted Income From Operations, Adjusted Operating Margin, Adjusted Diluted EPS and constant currency revenue growth
are not measurements of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for
more information and reconciliations to the most directly comparable GAAP financial measures, as applicable.
The following charts set forth revenues and change in revenues by business segment and geography for the year ended
December 31, 2021 as compared to the year ended December 31, 2020:
Financial Services Healthcare
Increase / (Decrease) Increase / (Decrease)
Dollars in millions Revenues $ % CC %4 Revenues $ % CC %4
North America $ 4,204 191 4.8 4.4 $ 4,571 390 9.3 9.3
United Kingdom 547 84 18.1 12.5 168 11 7.0 2.3
Continental Europe 745 116 18.4 14.4 477 43 9.9 7.0
Europe - Total 1,292 200 18.3 13.6 645 54 9.1 5.7
Rest of World 555 39 7.6 5.2 121 41 51.3 50.9
Total $ 6,051 430 7.6 6.3 $ 5,337 485 10.0 9.6
Products and Resources Communications, Media and Technology
Increase / (Decrease) Increase / (Decrease)
Dollars in millions Revenues $ % CC %4 Revenues $ % CC %4
North America $ 2,937 287 10.8 10.5 $ 1,924 187 10.8 10.7
United Kingdom 471 100 27.0 19.0 456 112 32.6 26.1
Continental Europe 539 126 30.5 25.7 158 (19) (10.7) (14.5)
Europe - Total 1,010 226 28.8 22.5 614 93 17.9 12.3
Rest of World 329 67 25.6 22.7 305 80 35.6 34.3
Total $ 4,276 580 15.7 13.9 $ 2,843 360 14.5 13.2
4
Constant currency revenue growth is not a measurement of financial performance prepared in accordance with GAAP. See
“Non-GAAP Financial Measures” for more information.
Communications, Media and Technology - revenues increased 14.5%, or 13.2% on a constant currency basis5
Revenues of $18,507 million by geographic market were as follows for the year ended December 31, 2021:
2021 as compared to 2020 Increase / (Decrease)
(Dollars in millions) $ % CC %5
$1,310M North America $ 1,055 8.4 8.2
NA United Kingdom 307 23.0 16.6
$13,636M UK
$1,919M Continental Europe 266 16.1 12.2
CE
RoW Europe - Total 573 19.2 14.2
$1,642M Rest of World 227 21.0 18.8
Total revenues $ 1,855 11.1 10.0
North America continues to be our largest market, representing 73.7% of total revenues and 56.9% of total growth for the
year ended December 31, 2021. Revenue growth across all regions benefited from our recently completed acquisitions and was
also aided by the negative impact on our 2020 revenues of the COVID-19 pandemic. All regions also benefited from favorable
foreign currency exchange rate movements. A significant portion of revenue growth in our Continental Europe and Rest of
World regions was driven by our German and Australian markets, respectively, which both benefited from recent acquisitions.
In addition, revenue growth in Continental Europe benefited 770 basis points from the 2020 Samlink Impact.
5
Constant currency revenue growth is not a measurement of financial performance prepared in accordance with GAAP. See
“Non-GAAP Financial Measures” for more information.
6
Adjusted Income From Operations and Adjusted Operating Margin are not measurements of financial performance prepared
in accordance with GAAP. See “Non-GAAP Financial Measures” for more information and reconciliations to the most directly
comparable GAAP financial measures, as applicable.
We enter into foreign exchange derivative 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.
In 2021, the settlement of our cash flow hedges positively impacted our operating margin by approximately 35 basis points. The
impact of the settlement of our cash flow hedges was immaterial in 2020.
Across all our business segments, operating margins benefited from savings from the implementation of the delivery cost
optimization initiatives of our 2020 Fit for Growth Plan, the decrease in travel and entertainment costs due to COVID-19
related reductions in travel and the negative impact on our 2020 results of the COVID-19 pandemic and the April 2020
ransomware attack. In 2021, segment operating margins were negatively impacted by increased subcontractor and
compensation costs as a result of significantly elevated employee attrition levels. The 2020 operating margin in our Financial
Services segment includes the 2020 adverse Samlink Impact.
Total segment operating profit was as follows for the year ended December 31:
% of % of Increase /
(Dollars in millions) 2021 Revenues 2020 Revenues (Decrease)
Total segment operating profit $ 5,557 30.0 $ 4,704 28.2 $ 853
Less: unallocated costs 2,731 2,590 141
Income from operations $ 2,826 15.3 $ 2,114 12.7 $ 712
The increase of $141 million in unallocated costs for the year ended December 31, 2021 as compared to the year ended
December 31, 2020 was primarily due to increased costs as a result of our recently completed acquisitions and costs related to
initiatives to reposition our brand and the modernization of our core IT systems. Unallocated costs in 2020 included
restructuring costs, COVID-19 Charges and costs related to the April 2020 ransomware attack.
Total other income (expense), net consists primarily of foreign currency exchange gains and losses, interest income and
interest expense. The following table sets forth total other income (expense), net for the years ended December 31:
Increase /
(in millions) 2021 2020 Decrease
Foreign currency exchange (losses) $ (33) $ (53) $ 20
Gains (losses) on foreign exchange forward contracts not designated as hedging
instruments 13 (63) 76
Foreign currency exchange (losses), net (20) (116) 96
Interest income 30 119 (89)
Interest expense (9) (24) 15
Other, net — 3 (3)
Total other income (expense), net $ 1 $ (18) $ 19
The foreign currency exchange gains and losses were primarily attributed to the remeasurement of the Indian rupee
denominated net monetary assets and liabilities in our U.S. dollar functional currency India subsidiaries and, to a lesser extent,
the remeasurement of other net monetary assets and liabilities denominated in currencies other than the functional currencies of
our subsidiaries. The gains and losses on our foreign exchange forward contracts not designated as hedging instruments related
to the realized and unrealized gains and losses on foreign exchange forward contracts entered into to offset foreign currency
exposure to non-U.S. dollar denominated net monetary assets and liabilities. As of December 31, 2021, the notional value of
our undesignated hedges was $847 million. The decrease in interest income of $89 million was primarily attributable to lower
invested balances in India, which generate higher yields. Our invested balances in India are lower in 2021 as a result of our
repatriation of cash from India in the fourth quarter of 2020.
Net Income
The increase in net income was driven by higher income from $2,137M
operations and lower foreign currency exchange losses, $1,392M é $745M
partially offset by lower interest income. 8.4% 11.5%
¡% of
Revenues
2020 2021
We believe providing investors with an operating view consistent with how we manage the Company provides enhanced
transparency into our operating results. For our internal management reporting and budgeting purposes, we use various GAAP
and non-GAAP financial measures for financial and operational decision-making, to evaluate period-to-period comparisons, to
determine portions of the compensation for our executive officers and for making comparisons of our operating results to those
of our competitors. Therefore, it is our belief that the use of non-GAAP financial measures excluding certain costs provides a
meaningful supplemental measure for investors to evaluate our financial performance. We believe that the presentation of our
non-GAAP financial measures along with reconciliations to the most comparable GAAP measure, as applicable, can provide
useful supplemental information to our management and investors regarding financial and business trends relating to our
financial condition and results of operations.
A limitation of using non-GAAP financial measures versus financial measures calculated in accordance with GAAP is
that non-GAAP financial measures do not reflect all of the amounts associated with our operating results as determined in
accordance with GAAP and may exclude costs that are recurring such as our net non-operating foreign currency exchange gains
or losses. In addition, other companies may calculate non-GAAP financial measures differently than us, thereby limiting the
usefulness of these non-GAAP financial measures as a comparative tool. We compensate for these limitations by providing
specific information regarding the GAAP amounts excluded from our non-GAAP financial measures to allow investors to
evaluate such non-GAAP financial measures.
The following table presents a reconciliation of each non-GAAP financial measure to the most comparable GAAP
measure for the years ended December 31:
% of % of
(Dollars in millions, except per share data) 2021 Revenues 2020 Revenues
GAAP income from operations and operating margin $ 2,826 15.3 % $ 2,114 12.7 %
Class Action Settlement Loss (1) 20 0.1 — —
Realignment charges (2) — — 42 0.3
2020 Fit for Growth Plan restructuring charges (3) — — 173 1.0
COVID-19 Charges (4) — — 65 0.4
Adjusted Income From Operations and Adjusted Operating Margin 2,846 15.4 2,394 14.4
(1) During 2021, we recorded the Class Action Settlement Loss in "Selling, general and administrative expenses" in our
consolidated financial statements. See Note 15 to our consolidated financial statements for additional information.
(2) As part of our realignment program, during 2020, we incurred employee retention costs and certain professional fees.
See Note 4 to our consolidated financial statements for additional information.
(7) In 2020, we reversed our indefinite reinvestment assertion on Indian earnings accumulated in prior years and recorded
$140 million in income tax expense.
The following table provides a summary of our cash flows for the years ended December 31:
Increase /
(in millions) 2021 2020 Decrease
Net cash provided by (used in):
Operating activities $ 2,495 $ 3,299 $ (804)
Investing activities (2,164) (1,238) (926)
Financing activities (1,203) (2,009) 806
Other Cash Flow Information7
Free cash flow 2,216 2,901 (685)
Operating activities7
The decrease in cash provided by operating activities in 2021 compared to 2020 was primarily driven by the deferrals of
certain non-income tax payments due to COVID-19 pandemic regulatory relief in 2020, a portion of which was remitted in
2021, and higher incentive-based compensation payouts in 2021.
We monitor turnover, aging and the collection of trade accounts receivable by client. Our DSO calculation includes trade
accounts receivable, net of allowance for credit losses, and contract assets, reduced by the uncollected portion of our deferred
revenue. DSO was 69 days as of December 31, 2021 and 70 days as of December 31, 2020.
Investing activities
The increase in cash used in investing activities in 2021 compared to 2020 was primarily driven by net purchases of
investments as compared to sales in 2020, partially offset by lower payments for acquisitions and capital expenditures.
7
Free cash flow is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial
Measures” for more information.
We have a Credit Agreement providing for a $750 million Term Loan and a $1,750 million unsecured revolving credit
facility, which are due to mature in November 2023. We are required under the Credit Agreement to make scheduled quarterly
principal payments on the Term Loan. See Note 10 to our consolidated financial statements. 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 December 31,
2021 and through the date of this filing. As of December 31, 2021, we had no outstanding balance on our revolving credit
facility.
In February 2021, our India subsidiary renewed its one-year 13 billion Indian rupee ($175 million at the December 31,
2021 exchange rate) working capital facility, which requires us to repay any balances drawn down within 90 days from the date
of disbursement. There is a 1.0% prepayment penalty applicable to payments made within 30 days of disbursement. This
working capital facility contains affirmative and negative covenants and may be renewed annually in February. As of
December 31, 2021, there was no balance outstanding under the working capital facility.
We expect our operating cash flows, cash and short-term investment balances, together with our available capacity under
our revolving credit facilities, to be sufficient to meet our operating requirements, pay our purchase commitments and Tax
Reform Act transition tax payments and service our debt for the next twelve months. Our Tax Reform Act transition tax
payments are due in annual installments of $50 million, $94 million, $126 million and $157 million through 2025. We also
have purchase commitments of approximately $263 million which will be paid over the next two years. See Note 7 to our
consolidated financial statements for a description of our operating lease obligations.
Our ability to expand and grow our business in accordance with current plans, make acquisitions, meet our long-term
capital requirements beyond a twelve-month period and execute our capital allocation framework will depend on many factors,
including the rate, if any, at which our cash flow increases, our ability and willingness to pay for acquisitions with capital stock
and the availability of public and private debt and equity financing. We cannot be certain that additional financing, if required,
will be available on terms and conditions acceptable to us, if at all.
8
Free cash flow is not a measurement of financial performance prepared in accordance with GAAP. See “Non-GAAP Financial
Measures” for more information.
Management’s discussion and analysis of our financial condition and results of operations is based on our accompanying
consolidated financial statements that have been prepared in accordance with GAAP. We base our estimates on historical
experience, current trends and on various other assumptions that are believed to be relevant at the time our consolidated
financial statements are prepared. We evaluate our estimates on a continuous basis. However, the actual amounts may differ
from the estimates used in the preparation of our consolidated financial statements.
We believe the following accounting estimates are the most critical to aid in fully understanding and evaluating our
consolidated financial statements as they require the most difficult, subjective or complex judgments, resulting from the need to
make estimates about the effect of matters that are inherently uncertain. Changes to these estimates could have a material effect
on our results of operations and financial condition. Our significant accounting policies are described in Note 1 to our
consolidated financial statements.
Revenue Recognition. Revenues related to fixed-price contracts for application development and systems integration
services, consulting or other technology services are recognized as the service is performed using the cost to cost method, under
which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears
to the total expected labor costs. Revenues related to fixed-price application maintenance, testing and business process services
are recognized using the cost to cost method, if the right to invoice is not representative of the value being delivered. The cost to
cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available
information. Such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in
estimates is reflected in the financial reporting period in which the change in estimate becomes known. Net changes in
estimates of such future costs and contract losses were immaterial to the consolidated results of operations for the periods
presented.
Income Taxes. Determining the consolidated provision for income tax expense, deferred income tax assets (and related
valuation allowance, if any) and liabilities requires significant judgment. We are required to calculate and provide for income
taxes in each of the jurisdictions where we operate. Changes in the geographic mix of income before taxes or estimated level of
annual pre-tax income can affect our overall effective income tax rate. In addition, transactions between our affiliated entities
are arranged in accordance with applicable transfer pricing laws, regulations and relevant guidelines. As a result, and due to the
interpretive nature of certain aspects of these laws and guidelines, we have pending applications for APAs before the taxing
authorities in some of our most significant jurisdictions. It could take years for the relevant taxing authorities to negotiate and
conclude these applications. The consolidated provision for income taxes may change period to period based on changes in
facts and circumstances, such as settlements of income tax audits or finalization of our applications for APAs.
Our provision for income taxes also includes the impact of reserves established for uncertain income tax positions, as
well as the related interest, which may require us to apply judgment to complex issues and may require an extended period of
time to resolve. Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given
that the final outcome of these matters will not differ from our recorded amounts. We adjust these reserves in light of changing
facts and circumstances, such as the closing of a tax audit. To the extent that the final outcome of these matters differs from the
amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is
made.
Business Combinations, Goodwill and Intangible Assets. Goodwill and intangible assets, including indefinite-lived
intangible assets, arise from the accounting for business combinations. We account for business combinations using the
acquisition method which requires us to estimate the fair value of identifiable assets acquired, liabilities assumed, including any
contingent consideration, and any noncontrolling interest in the acquiree to properly allocate purchase price to the individual
assets acquired and liabilities assumed. The allocation of the purchase price utilizes estimates and assumptions in determining
the fair values of identifiable assets acquired and liabilities assumed, especially with respect to intangible assets, including the
timing and amount of forecasted revenues and cash flows, anticipated growth rates, client attrition rates and the discount rate
reflecting the risk inherent in future cash flows.
We exercise judgment to allocate goodwill to the reporting units expected to benefit from each business combination.
Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These
events or circumstances could include a significant change in the business climate, regulatory environment, established business
plans, operating performance indicators or competition. Evaluation of goodwill for impairment requires judgment, including the
identification of reporting units, assignment of assets, liabilities and goodwill to reporting units and determination of the fair
value of each reporting unit.
Based on our most recent evaluation of goodwill performed during the fourth quarter of 2021, we concluded that the
goodwill in each of our reporting units were not at risk of impairment. As of December 31, 2021, our goodwill balance was
$5,620 million.
We review our finite-lived assets, including our finite-lived intangible assets, for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset group may not be recoverable. The carrying amount may not be
recoverable when the sum of undiscounted expected future cash flows is less than the carrying amount of such asset groups.
The impairment loss is determined as the amount by which the carrying amount of the asset group exceeds its fair value.
Assessing the fair value of asset groups involves significant estimates and assumptions including estimation of future cash
flows, the timing of such cash flows and discount rates reflecting the risk inherent in future cash flows.
The statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements
(within the meaning of Section 21E of the Exchange Act) that involve risks and uncertainties. Such forward-looking statements
may be identified by, among other things, the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,”
“would,” “plan,” “intend,” “estimate,” “predict,” “potential,” “continue,” “should” or “anticipate” or the negative thereof or
other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. From
time to time, we or our representatives have made or may make forward-looking statements, orally or in writing.
Such forward-looking statements may be included in various filings made by us with the SEC, in press releases or in oral
statements made by or with the approval of one of our authorized executive officers. These forward-looking statements, such as
statements regarding our anticipated future revenues or operating margin, earnings, capital expenditures, impacts to our
business, financial results and financial condition as a result of the COVID-19 pandemic, the competitive marketplace for talent
and future attrition trends, anticipated effective income tax rate and income tax expense, liquidity, access to capital, capital
return strategy, investment strategies, cost management, plans and objectives, including those related to our digital practice
areas, investment in our business, potential acquisitions, industry trends, client behaviors and trends, the outcome of and costs
associated with regulatory and litigation matters, the appropriateness of the accrual related to the India Defined Contribution
Obligation and other statements regarding matters that are not historical facts, are based on our current expectations, estimates
and projections, management’s beliefs and certain assumptions made by management, many of which, by their nature, are
inherently uncertain and beyond our control. Actual results, performance, achievements and outcomes could differ materially
from the results expressed in, or anticipated or implied by, these forward-looking statements. There are a number of important
factors that could cause our results to differ materially from those indicated by such forward-looking statements, including:
• economic and political conditions globally and in particular in the markets in which our clients and operations are
concentrated;
• the continuing impact of the COVID-19 pandemic, or other future pandemics, on our business, results of operations,
liquidity and financial condition;
• our ability to attract, train and retain skilled employees, including highly skilled technical personnel to satisfy client
demand and senior management to lead our business globally;
• challenges related to growing our business organically as well as inorganically through acquisitions, and our ability to
achieve our targeted growth rates;
• our ability to achieve our profitability goals and maintain our capital return strategy;
You are advised to consult any further disclosures we make on related subjects in the reports we file with the SEC,
including this report in the sections titled “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors” and “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
Revenues from our clients in the United Kingdom, Continental Europe and Rest of World represented 8.9%, 10.3% and
7.1%, respectively, of our 2021 revenues, and are typically denominated in currencies other than the U.S. dollar. Accordingly,
our revenues may be affected by fluctuations in the exchange rates, primarily the British pound and the Euro, as compared to
the U.S. dollar.
A significant portion of our costs in India are denominated in the Indian rupee, representing 21.2% of our global
operating costs during 2021, and are subject to foreign currency exchange rate fluctuations. These foreign currency exchange
rate fluctuations have an impact on our results of operations.
We have entered into a series of foreign exchange forward and option contracts that are designated as cash flow hedges of
certain Indian rupee denominated payments in India. These U.S. dollar / Indian rupee hedges are intended to partially offset the
impact of movement of exchange rates on future operating costs. As of December 31, 2021, the notional value and weighted
average contract rates of these contracts by year of maturity were as follows:
Weighted Average
Notional Value Contract Rate (Indian
(in millions) rupee to U.S. dollar)
2022 $ 1,643 78.7
2023 880 80.9
Total $ 2,523 79.4
As of December 31, 2021, the net unrealized gain on our outstanding foreign exchange forward and option contracts
designated as cash flow hedges was $66 million. Based upon a sensitivity analysis at December 31, 2021, which estimates the
fair value of the contracts assuming certain market exchange rate fluctuations, a 10.0% change in the foreign currency exchange
rate against the U.S. dollar with all other variables held constant would have resulted in a change in the fair value of our foreign
exchange forward and option contracts designated as cash flow hedges of approximately $249 million.
A portion of our balance sheet is exposed to foreign currency exchange rate fluctuations, which may result in non-
operating foreign currency exchange gains or losses upon remeasurement. In 2021, we reported foreign currency exchange
losses, exclusive of hedging losses, of approximately $33 million, which were primarily attributed to the remeasurement of net
monetary assets and liabilities denominated in currencies other than the functional currencies of our subsidiaries. We use
foreign exchange forward contracts that are scheduled to mature in 2022 to provide an economic hedge against balance sheet
exposure to certain monetary assets and liabilities denominated in currencies other than the functional currency of the
subsidiary. At December 31, 2021, the notional value of these outstanding contracts was $847 million and the net unrealized
loss was $4 million. Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31, 2021, which
estimates the fair value of the contracts assuming certain market exchange rate fluctuations, a 10.0% change in the foreign
currency exchange rate against the U.S. dollar with all other variables held constant would have resulted in a change in the fair
value of approximately $21 million.
We have a Credit Agreement providing for a $750 million unsecured Term Loan and a $1,750 million unsecured
revolving credit facility, which are due to mature in November 2023. We are required under the Credit Agreement to make
scheduled quarterly principal payments on the Term Loan.
The Credit Agreement requires interest to be paid, at our option, at either the ABR, the Eurocurrency Rate or the Daily
Simple RFR (each as defined in the Credit Agreement), plus, in each case, an Applicable Margin (as defined in the Credit
Agreement). Initially, the Applicable Margin is 0.875% with respect to Eurocurrency Rate and Daily Simple RFR and 0.00%
Information provided by the sensitivity analysis of foreign currency risk and interest rate risk does not necessarily
represent the actual changes that would occur under normal market conditions.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with
the Company’s independent registered public accounting firm and representatives of management to review accounting,
financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2021. In making this assessment, the Company’s management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on its evaluation, our management has concluded that, as of December 31, 2021, our internal control over financial
reporting was effective. PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the
financial statements included in this annual report, has issued an attestation report on our internal control over financial
reporting, as stated in their report which is included on page F-2.
The information relating to our executive officers in response to this item is contained in part under the caption
“Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K.
We have adopted a written code of ethics, entitled “Code of Ethics,” that applies to all of our directors, executive officers
and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller,
or persons performing similar functions. We make available our code of ethics free of charge through our website which is
located at www.cognizant.com. We intend to post on our website all disclosures that are required by law or Nasdaq Stock
Market listing standards concerning any amendments to, or waivers from, any provision of our code of ethics.
The remaining information required by this item will be included in our definitive proxy statement for the 2022 Annual
Meeting of Stockholders and is incorporated herein by reference to such proxy statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The information required by this item will be included in our definitive proxy statement for the 2022 Annual Meeting of
Stockholders and is incorporated herein by reference to such proxy statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in our definitive proxy statement for the 2022 Annual Meeting of
Stockholders and is incorporated herein by reference to such proxy statement.
The information required by this item will be included in our definitive proxy statement for the 2022 Annual Meeting of
Stockholders and is incorporated herein by reference to such proxy statement.
(3) Exhibits.
Schedules other than as listed above are omitted as not required or inapplicable or because the required information is
provided in the consolidated financial statements, including the notes thereto.
EXHIBIT INDEX
Incorporated by Reference
Filed or Furnished
Number Exhibit Description Form File No. Exhibit Date Herewith
3.1 Restated Certificate of Incorporation, dated
June 5, 2018 8-K 000-24429 3.1 6/7/2018
3.2 Amended and Restated Bylaws, as adopted
on September 24, 2018 8-K 000-24429 3.1 9/20/2018
4.1 Specimen Certificate for shares of Class A
common stock S-4/A 333-101216 4.2 1/30/2003
4.2 Description of Capital Stock 10-K 000-24429 4.2 2/14/2020
10.1† Form of Indemnification Agreement for
Directors and Officers 10-Q 000-24429 10.1 8/7/2013
10.2† Form of Amended and Restated Executive
Employment and Non-Disclosure, Non-
Competition, and Invention Assignment
Agreement, between the Company and each
of the following Executive Officers: Brian
Humphries, Jan Siegmund, Becky Schmitt,
Robert Telesmanic, Balu Ganesh Ayyar,
Gregory Hyttenrauch, Ursula Morgenstern,
Andrew Stafford and John Kim 10-K 000-24429 10.3 2/27/2018
10.3† Offer Letter, by and between the Company
and Brian Humphries, acknowledged and
agreed November 30, 2018 10-K 000-24429 10.4 2/19/2019
10.4† Offer Letter, by and between the Company
and Jan Siegmund, acknowledged and
agreed July 8, 2020 8-K 000-24429 10.1 7/29/2020
10.5† Offer Letter, by and between the Company
and Becky Schmitt, acknowledged and
agreed November 26, 2019 10-K 000-24429 10.6 2/12/2021
10.6† Offer Letter, by and between the Company
and Rajesh Nambiar, acknowledged and
agreed September 16, 2020 Filed
10.7† 2004 Employee Stock Purchase Plan (as
amended and restated effective as of January
1, 2022) Filed
10.8† Form of Stock Option Certificate 10-Q 000-24429 10.1 11/8/2004
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Page
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Cognizant Technology Solutions
Corporation and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of
operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended
December 31, 2021, including the related notes and financial statement schedule listed in the accompanying index (collectively
referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial
reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases in 2019.
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Expected Labor Costs to Complete for Certain Fixed-Price Contracts
As described in Notes 1 and 2 to the consolidated financial statements, fixed-price contracts comprised $7.3 billion of the
Company’s total revenues for the year ended December 31, 2021, which includes performance obligations where control is
transferred over time. For performance obligations where control is transferred over time, revenues are recognized based on the
extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards
completion requires judgment and is based on the nature of the deliverables to be provided. Management recognizes revenues
related to fixed-price contracts for application development and systems integration services, consulting or other technology
services as the service is performed using the cost to cost method, under which the total value of revenues is recognized on the
basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs. The cost to cost
method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information.
Revenues related to fixed-price application maintenance, testing and business process services are recognized based on
management’s right to invoice for services performed for contracts in which the invoicing is representative of the value being
delivered. If management’s invoicing is not consistent with value delivered, revenues are recognized as the service is performed
based on the cost to cost method described above.
The principal considerations for our determination that performing procedures relating to revenue recognition – expected labor
costs to complete for certain fixed-price contracts is a critical audit matter are the significant judgment by management when
developing the estimated total expected labor costs to complete fixed-price contracts and the significant auditor judgment,
subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s estimate of total
expected labor costs.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
revenue recognition process, including controls over the development of the estimated total expected labor costs to complete
fixed-price contracts. These procedures also included, among others, evaluating and testing management’s process for
developing the estimated total expected labor costs for a sample of contracts, which included evaluating the reasonableness of
the total expected labor cost assumptions used by management. Evaluating the reasonableness of the assumptions related to the
total expected labor costs involved assessing management’s ability to reasonably develop total expected labor costs by (i)
performing a comparison of actual labor costs incurred with expected labor costs for similar completed projects and (ii)
evaluating the timely identification of circumstances that may warrant a modification to previous labor cost estimates, including
actual labor costs in excess of estimates.
December 31,
(in millions, except par values) 2021 2020
Assets
Current assets:
Cash and cash equivalents $ 1,792 $ 2,680
Short-term investments 927 44
Trade accounts receivable, net 3,557 3,087
Other current assets 1,066 1,040
Total current assets 7,342 6,851
Property and equipment, net 1,171 1,251
Operating lease assets, net 933 1,013
Goodwill 5,620 5,031
Intangible assets, net 1,218 1,046
Deferred income tax assets, net 404 445
Long-term investments 463 440
Other noncurrent assets 701 846
Total assets $ 17,852 $ 16,923
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 361 $ 389
Deferred revenue 403 383
Short-term debt 38 38
Operating lease liabilities 195 211
Accrued expenses and other current liabilities 2,532 2,519
Total current liabilities 3,529 3,540
Deferred revenue, noncurrent 40 36
Operating lease liabilities, noncurrent 783 846
Deferred income tax liabilities, net 218 206
Long-term debt 626 663
Long-term income taxes payable 378 428
Other noncurrent liabilities 287 368
Total liabilities 5,861 6,087
Commitments and contingencies (See Note 15)
Stockholders’ equity:
Preferred stock, $0.10 par value, 15 shares authorized, none issued — —
Class A common stock, $0.01 par value, 1,000 shares authorized, 525 and 530 shares issued
and outstanding as of December 31, 2021 and 2020, respectively 5 5
Additional paid-in capital 27 32
Retained earnings 11,922 10,689
Accumulated other comprehensive income (loss) 37 110
Total stockholders’ equity 11,991 10,836
Total liabilities and stockholders’ equity $ 17,852 $ 16,923
The accompanying notes are an integral part of the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
Accumulated
Class A Common Stock Additional Other
Paid-in Retained Comprehensive
(in millions, except per share data) Shares Amount Capital Earnings Income (Loss) Total
Balance, December 31, 2018 577 $ 6 $ 47 $ 11,485 $ (114) $ 11,424
Cumulative effect of changes in
accounting principle (1) — — — 2 — 2
Net income — — — 1,842 — 1,842
Other comprehensive income (loss) — — — — 76 76
Common stock issued, stock-based
compensation plans 7 — 159 — — 159
Stock-based compensation expense — — 217 — — 217
Repurchases of common stock (36) (1) (390) (1,856) — (2,247)
Dividends declared, $0.80 per share — — — (451) — (451)
Balance, December 31, 2019 548 5 33 11,022 (38) 11,022
Cumulative effect of changes in
accounting principle (2) — — — 1 — 1
Net income — — — 1,392 — 1,392
Other comprehensive income (loss) — — — — 148 148
Common stock issued, stock-based
compensation plans 6 — 142 — — 142
Stock-based compensation expense — — 232 — — 232
Repurchases of common stock (24) — (375) (1,246) — (1,621)
Dividends declared, $0.88 per share — — — (480) — (480)
Balance, December 31, 2020 530 5 32 10,689 110 10,836
Net income — — — 2,137 — 2,137
Other comprehensive income (loss) — — — — (73) (73)
Common stock issued, stock-based
compensation plans 5 — 130 — — 130
Stock-based compensation expense — — 246 — — 246
Repurchases of common stock (10) — (381) (394) — (775)
Dividends declared, $0.96 per share — — — (510) — (510)
Balance, December 31, 2021 525 $ 5 $ 27 $ 11,922 $ 37 $ 11,991
(1) Reflects the adoption of the New Lease Standard on January 1, 2019.
(2) Reflects the adoption of the Credit Loss Standard on January 1, 2020.
The accompanying notes are an integral part of the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
Description of Business. We are one of the world’s leading professional services companies, engineering modern
business for the digital era. Our services include digital services and solutions, consulting, application development, systems
integration, application testing, application maintenance, infrastructure services and business process services. Digital services
have become an increasingly important part of our portfolio, aligning with our clients' focus on becoming data-enabled,
customer-centric and differentiated businesses. We are continuing to invest in digital services with a focus on four key areas:
IoT, digital engineering, data and cloud. We tailor our services and solutions to specific industries with an integrated global
delivery model that employs client service and delivery teams based at client locations and dedicated global and regional
delivery centers. We help clients modernize technology, reimagine processes and transform experiences so they can stay ahead
in a fast-changing world.
Basis of Presentation, Principles of Consolidation and Use of Estimates. The consolidated financial statements are
presented in accordance with GAAP and reflect the consolidated financial position, results of operations, comprehensive
income and cash flows of our consolidated subsidiaries for all periods presented. All intercompany balances and transactions
have been eliminated in consolidation.
The preparation of financial statements requires management to make estimates and assumptions that affect the reported
amounts in the consolidated financial statements and accompanying disclosures. We evaluate our estimates on a continuous
basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under
the circumstances. The actual amounts may vary from the estimates used in the preparation of the accompanying consolidated
financial statements.
Cash and Cash Equivalents and Investments. Cash and cash equivalents consist of all cash balances, including money
market funds, certificates of deposits and commercial paper that have a maturity, at the date of purchase, of 90 days or less.
We determine the appropriate classification of our investments in marketable securities at the date of purchase and
reevaluate such designation at each balance sheet date. We classify and account for our marketable debt securities as either
available-for-sale or held-to-maturity. After consideration of our risk versus reward objectives, as well as our liquidity
requirements, we may sell our available-for-sale securities prior to their stated maturities. We classify these marketable
securities with maturities at the date of purchase beyond 90 days as short-term investments based on their highly liquid nature
and because such marketable securities represent an investment of cash that is available for current operations. Available-for-
sale securities are reported at fair value with changes in unrealized gains and losses recorded as a separate component of
"Accumulated other comprehensive income (loss)" on the consolidated statements of financial position until realized. We
determine the cost of the securities sold based on the specific identification method. Our held-to-maturity investment securities
are financial instruments for which we have the intent and ability to hold to maturity and we classify these securities with
maturities less than one year as short-term investments. Any held-to-maturity investment securities with maturities beyond one
year from the balance sheet date are classified as long-term investments. Held-to-maturity securities are reported at amortized
cost. Interest and amortization of premiums and discounts for debt securities are included in interest income.
For available-for-sale debt securities, if we do not intend to sell the security or it is not more likely than not that we will be
required to sell the security before recovery of our amortized cost, we evaluate qualitative criteria, such as the financial health
of and specific prospects for the issuer, to determine whether we do not expect to recover the amortized cost basis of the
security. We also evaluate quantitative criteria including determining whether there has been an adverse change in expected
future cash flows. If we do not expect to recover the entire amortized cost basis of the security, we consider the security to
contain an expected credit loss, and we record the difference between the security’s amortized cost basis and its recoverable
amount in earnings as an allowance for credit loss and the difference between the security’s recoverable amount and fair value
in other comprehensive income. If we intend to sell the security or it is more likely than not we will be required to sell the
security before recovery of its amortized cost basis, the security is considered impaired, and we recognize the entire difference
between the security’s amortized cost basis and its fair value in earnings.
On initial recognition and on an ongoing basis, we evaluate our held-to-maturity investment securities for expected credit
losses collectively when they share similar risk characteristics or individually, when the risk characteristics are different. The
allowance for expected credit losses is determined using our historical loss experience. We monitor the credit ratings of the
Financial Assets and Liabilities. Cash and certain cash equivalents, time deposits, trade receivables, accounts payable and
other accrued liabilities are short-term in nature and, accordingly, their carrying values approximate fair value.
Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is
calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a
straight-line basis over the shorter of the term of the lease or the estimated useful life of the asset. Deposits paid towards
acquisition of long-lived assets and the cost of assets not put in use by the balance sheet date are disclosed under the caption
"Capital work-in-progress" in Note 6.
Leases. Our lease asset classes primarily consist of operating leases for office space, data centers and IT equipment. At
inception of a contract, we determine whether a contract contains a lease, and if a lease is identified, whether it is an operating
or finance lease. In determining whether a contract contains a lease we consider whether (1) we have the right to obtain
substantially all of the economic benefits from the use of the asset throughout the term of the contract, (2) we have the right to
direct how and for what purpose the asset is used throughout the term of the contract and (3) we have the right to operate the
asset throughout the term of the contract without the lessor having the right to change the terms of the contract. Some of our
lease agreements contain both lease and non-lease components that we account for as a single lease component for all of our
lease asset classes.
Our ROU lease assets represent our right to use an underlying asset for the lease term and may include any advance lease
payments made and any initial direct costs and exclude lease incentives. Our lease liabilities represent our obligation to make
lease payments arising from the terms of the lease. ROU lease assets and lease liabilities are recognized at the commencement
of the lease and are calculated using the present value of lease payments over the lease term. Typically, our lease agreements do
not provide sufficient detail to determine the rate implicit in the lease. Therefore, we use our estimated country-specific
incremental borrowing rate based on information available at the commencement date of the lease to calculate the present value
of the lease payments. In estimating our country-specific incremental borrowing rates, we consider market rates of comparable
collateralized borrowings for similar terms. Our lease terms may include the option to extend or terminate the lease before the
end of the contractual lease term. Our ROU lease assets and lease liabilities include these options when it is reasonably certain
that they will be exercised.
A portion of our real estate lease costs is subject to annual changes in the CPI. The changes to the CPI are treated as
variable lease payments and are recognized in the period in which the obligation for those payments is incurred. Other variable
lease costs primarily relate to adjustments for common area maintenance, utilities, property tax and lease concessions. These
variable costs are recognized in the period in which the obligation is incurred.
We elect not to recognize ROU assets and lease liabilities for short-term leases with a term equal to or less than 12
months. We recognize the lease payments in our income statement on a straight-line basis over the lease term and variable lease
payments in the period in which the obligation for those payments is incurred.
Both ROU assets and finance lease assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the related asset group may not be recoverable.
Internal Use Software. We capitalize certain costs that are incurred to purchase, develop and implement internal-use
software during the application development phase, which primarily include coding, testing and certain data conversion
activities. Capitalized costs are amortized on a straight-line basis over the useful life of the software. Costs incurred in
performing planning and post-implementation activities are expensed as incurred.
Cloud Computing Arrangements. We defer certain implementation costs that are incurred when implementing cloud
computing service or SaaS arrangements, which primarily include efforts associated with configuration and development
activities. Once the service is ready for use, deferred costs are expensed over the term of the arrangement and recognized in
income from operations.
Software to be Sold, Leased or Marketed. We capitalize costs incurred after technological feasibility is reached but before
software is available for general release to clients, which primarily include coding and testing activities. Once the product is
ready for general release, capitalized costs are amortized over the useful life of the software.
Equity Method Investments. Equity investments that give us the ability to exercise significant influence, but not control,
over an investee are accounted for using the equity method of accounting and recorded in the caption "Long-term investments"
on our consolidated statements of financial position. Equity method investments are initially recorded at cost. We periodically
review the carrying value of our equity method investments to determine if there has been an other-than-temporary decline in
the carrying value. The investment balance is increased to reflect contributions and our share of earnings and decreased to
reflect our share of losses, distributions, and other-than-temporary impairments. Our proportionate share of the net income or
loss of the investee is recorded in the caption "Income (loss) from equity method investments" on our consolidated statements
of operations.
Long-lived Assets and Finite-lived Intangible Assets. We review long-lived assets and certain finite-lived intangible assets
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be
recoverable. The carrying amount may not be recoverable when the sum of undiscounted expected future cash flows is less than
the carrying amount of such asset groups. The impairment loss is determined as the amount by which the carrying amount of
the asset group exceeds its fair value. Intangible assets consist primarily of customer relationships and developed technology,
which are being amortized on a straight-line basis over their estimated useful lives.
Goodwill and Indefinite-lived Intangible Assets. We evaluate goodwill and indefinite-lived intangible assets for
impairment at least annually, or as circumstances warrant. Goodwill is evaluated at the reporting unit level by comparing the
fair value of the reporting unit with its carrying amount including goodwill. An impairment of goodwill exists if the carrying
amount of the reporting unit exceeds its fair value. The impairment loss is the amount by which the carrying amount exceeds
the reporting unit’s fair value, limited to the total amount of goodwill allocated to that reporting unit. For indefinite-lived
intangible assets, if our qualitative assessment indicates that it is more-likely-than-not that an indefinite-lived intangible asset is
impaired, we test the assets for impairment by comparing the fair value of such assets to their carrying value. If an impairment
is indicated, a write down to the fair value of indefinite-lived intangible asset is recorded.
Stock Repurchase Program. Under the Board of Directors authorized stock repurchase program, the Company is
authorized to repurchase its Class A common stock through open market purchases, including under a 10b5-1 Plan, or in private
transactions, including through ASR agreements entered into with financial institutions, in accordance with applicable federal
securities laws. We account for the repurchased shares as constructively retired. Shares are returned to the status of authorized
and unissued shares at the time of repurchase or in the periods they are delivered if repurchased under an ASR. To reflect share
repurchases in the consolidated statements of financial position, we (1) reduce common stock for the par value of the shares, (2)
reduce additional paid-in capital for the amount in excess of par during the period in which the shares are repurchased and (3)
record any residual amount in excess of available additional paid-in capital to retained earnings. Upfront payments related to
ASRs are accounted for as a reduction to stockholders’ equity in the consolidated statements of financial position in the period
the payments are made.
Revenue Recognition. We recognize revenues as we transfer control of deliverables (products, solutions and services) to
our clients in an amount reflecting the consideration to which we expect to be entitled. To recognize revenues, we apply the
following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract,
(3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5)
recognize revenues when a performance obligation is satisfied. We account for a contract when it has approval and commitment
from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and
collectability of consideration is probable. We apply judgment in determining the customer’s ability and intention to pay based
on a variety of factors including the customer’s historical payment experience.
For performance obligations where control is transferred over time, revenues are recognized based on the extent of
progress towards completion of the performance obligation. The selection of the method to measure progress towards
completion requires judgment and is based on the nature of the deliverables to be provided.
Revenues related to fixed-price contracts for application development and systems integration services, consulting or
other technology services are recognized as the service is performed using the cost to cost method, under which the total value
Revenues related to fixed-price hosting and infrastructure services are recognized based on our right to invoice for
services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not
consistent with the value delivered, revenues are recognized on a straight-line basis unless revenues are earned and obligations
are fulfilled in a different pattern. The revenue recognition method applied to the types of contracts described above provides
the most faithful depiction of performance towards satisfaction of our performance obligations; for example, the cost to cost
method is used when the value of services provided to the customer is best represented by the costs expended to deliver those
services.
Revenues related to our time-and-materials, transaction-based or volume-based contracts are recognized over the period
the services are provided either using an output method such as labor hours, or a method that is otherwise consistent with the
way in which value is delivered to the customer.
Revenues related to our non-hosted software license arrangements that do not require significant modification or
customization of the underlying software are recognized when the software is delivered as control is transferred at a point in
time. For software license arrangements that require significant functionality enhancements or modification of the software,
revenues for the software license and related services are recognized as the services are performed in accordance with the
methods applicable to application development and systems integration services described above. In software hosting
arrangements, the rights provided to the customer, such as ownership of a license, contract termination provisions and the
feasibility of the client to operate the software, are considered in determining whether the arrangement includes a license or a
service. Sales and usage-based fees promised in exchange for licenses of intellectual property are not recognized as revenue
until the uncertainty related to the variable amounts is resolved. Revenues related to software maintenance and support are
generally recognized on a straight-line basis over the contract period.
Incentive revenues, volume discounts, or any other form of variable consideration is estimated using either the sum of
probability weighted amounts in a range of possible consideration amounts (expected value) or the single most likely amount in
a range of possible consideration amounts (most likely amount), depending on which method better predicts the amount of
consideration to which we may be entitled. We include in the transaction price variable consideration only to the extent it is
probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable
consideration is resolved. Our estimates of variable consideration and determination of whether and when to include estimated
amounts in the transaction price may involve judgment and are based largely on an assessment of our anticipated performance
and all information that is reasonably available to us.
Revenues also include the reimbursement of out-of-pocket expenses. Our warranties generally provide a customer with
assurance that the related deliverable will function as the parties intended because it complies with agreed-upon specifications
and are therefore not considered an additional performance obligation in the contract.
We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any
combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to
determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these
criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with
multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative
standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to
the customer. When not directly observable, we typically estimate standalone selling price by using the expected cost plus a
margin approach. We typically establish a standalone selling price range for our deliverables, which is reassessed on a periodic
basis or when facts and circumstances change.
We assess the timing of the transfer of goods or services to the customer as compared to the timing of payments to
determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a
significant financing component when the difference between payment and transfer of deliverables is a year or less. If the
difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component
Our contracts may be modified to add, remove or change existing performance obligations. The accounting for
modifications to our contracts involves assessing whether the services added to an existing contract are distinct and whether the
pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis,
while those that are distinct are accounted for prospectively, either as a separate contract if the additional services are priced at
the standalone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the
standalone selling price. Services added to our application development and systems integration service contracts are typically
not distinct, while services added to our other contracts, including application maintenance, testing and business process
services contracts, are typically distinct.
From time to time, we may enter into arrangements with third party suppliers to resell products or services. In such cases,
we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). In
doing so, we evaluate whether we control the good or service before it is transferred to the customer. If we control the good or
service before it is transferred to the customer, we are the principal; if not, we are the agent. Determining whether we control
the good or service before it is transferred to the customer may require judgment.
Trade Accounts Receivable, Contract Assets and Contract Liabilities. We classify our right to consideration in exchange
for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e., only
the passage of time is required before payment is due). For example, we recognize a receivable for revenues related to our time
and materials and transaction or volume-based contracts when earned regardless of whether amounts have been billed. We
present such receivables in "Trade accounts receivable, net" in our consolidated statements of financial position at their net
estimated realizable value. A contract asset is a right to consideration that is conditional upon factors other than the passage of
time. Contract assets are presented in "Other current assets" in our consolidated statements of financial position and primarily
relate to unbilled amounts on fixed-price contracts utilizing the cost to cost method of revenue recognition. Our contract
liabilities, or deferred revenue, consist of advance payments from clients and billings in excess of revenues recognized. We
classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize the revenues.
Our contract assets and contract liabilities are reported on a net basis by contract at the end of each reporting period. The
difference between the opening and closing balances of our contract assets and contract liabilities primarily results from the
timing difference between our performance obligations and the client’s payment. We receive payments from clients based on
the terms established in our contracts, which vary by contract type.
Allowance for Credit Losses. We calculate expected credit losses for our trade accounts receivable and contract assets.
Expected credit losses include losses expected based on known credit issues with specific customers as well as a general
expected credit loss allowance based on relevant information, including historical loss rates, current conditions, and reasonable
economic forecasts that affect collectibility. We update our allowance for credit losses on a quarterly basis with changes in the
allowance recognized in income from operations.
Costs to Fulfill. Recurring operating costs for contracts with customers are recognized as incurred. Certain eligible,
nonrecurring costs (i.e., set-up or transition costs) are capitalized when such costs (1) relate directly to the contract, (2) generate
or enhance resources of the Company that will be used in satisfying the performance obligation in the future, and (3) are
expected to be recovered. These costs are expensed ratably over the estimated life of the customer relationship, including
expected contract renewals. In determining the estimated life of the customer relationship, we evaluate the average contract
term, on a portfolio basis by nature of the services to be provided, and apply judgment in evaluating the rate of technological
and industry change. Capitalized amounts are monitored regularly for impairment. Impairment losses are recorded when
projected remaining undiscounted operating cash flows are not sufficient to recover the carrying amount of the capitalized costs
to fulfill.
Stock-Based Compensation. Stock-based compensation expense for awards of equity instruments to employees and non-
employee directors is determined based on the grant date fair value of those awards. We recognize these compensation costs net
of an estimated forfeiture rate over the requisite service period of the award. Forfeitures are estimated on the date of grant and
revised if actual or expected forfeiture activity differs materially from original estimates. Stock-based compensation costs for
PSUs are recognized on a graded-vesting basis over the vesting period based on the most probable outcome of the performance
conditions. If the minimum performance targets are not met, no compensation cost is recognized and any recognized
compensation cost is reversed, except for awards subject to a market condition. The fair value of RSUs and PSUs is determined
Foreign Currency. The assets and liabilities of our foreign subsidiaries whose functional currency is not the U.S. dollar
are translated into U.S. dollars at current exchange rates while revenues and expenses are translated at average monthly
exchange rates. The resulting translation adjustments are recorded in the caption "Accumulated other comprehensive income
(loss)" on the consolidated statements of financial position.
Foreign currency transactions and balances are those that are denominated in a currency other than the entity’s functional
currency. An entity's functional currency is the currency of the primary economic environment in which it operates. The U.S.
dollar is the functional currency for some of our foreign subsidiaries. For these subsidiaries, transactions and balances
denominated in the local currency are foreign currency transactions. Foreign currency transactions and balances related to non-
monetary assets and liabilities are remeasured to the functional currency of the entity at historical exchange rates while
monetary assets and liabilities are remeasured to the functional currency of the entity at current exchange rates. Foreign
currency exchange gains or losses from remeasurement are included in the caption "Foreign currency exchange gain (losses),
net" on our consolidated statements of operations together with gains or losses on our undesignated foreign currency hedges.
Derivative Financial Instruments. Derivative financial instruments are recorded on our consolidated statements of
financial position as either an asset or liability measured at its fair value as of the reporting date. Our derivative financial
instruments consist primarily of foreign exchange forward and option contracts. For derivative financial instruments to qualify
for hedge accounting, the following criteria must be met: (1) the hedging instrument must be designated as a hedge; (2) the
hedged exposure must be specifically identifiable and must expose us to risk; and (3) it must be expected that a change in fair
value of the hedging instrument and an opposite change in the fair value of the hedged exposure will have a high degree of
correlation. Changes in our derivatives’ fair values are recognized in net income unless specific hedge accounting and
documentation criteria are met (i.e., the instruments are designated and accounted for as hedges). We record the effective
portion of the unrealized gains and losses on our derivative financial instruments that are designated as cash flow hedges in the
caption "Accumulated other comprehensive income (loss)" in the consolidated statements of financial position. Any
ineffectiveness or excluded portion of a designated cash flow hedge is recognized in net income. Upon occurrence of the
hedged transaction, the gains and losses on the derivative are recognized in net income.
Income Taxes. We provide for income taxes utilizing the asset and liability method of accounting. Under this method,
deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets
and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely
than not that future tax benefits associated with a deferred income tax asset will not be realized, a valuation allowance is
provided. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in the provision for
income taxes in the period that includes the enactment date.
Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as
well as any related penalties and interest. We adjust these reserves in light of changing facts and circumstances, such as the
closing of a tax audit. To the extent that the final outcome of these matters differs from the amounts recorded, such differences
will impact the provision for income taxes in the period in which such determination is made.
Earnings Per Share. Basic EPS is computed by dividing earnings available to common stockholders by the weighted-
average number of common shares outstanding for the period. Diluted EPS includes all potential dilutive common stock in the
weighted average shares outstanding. We exclude from the calculation of diluted EPS options with exercise prices that are
greater than the average market price and shares related to stock-based awards whose combined exercise price and unamortized
fair value were greater in each of those periods than the average market price of our common stock for the period, because their
effect would be anti-dilutive. We excluded less than 1 million of anti-dilutive shares in each of 2021, 2020 and 2019 from our
diluted EPS calculation. We include PSUs in the dilutive common shares when they become contingently issuable per the
authoritative guidance and exclude them when they are not contingently issuable.
Note 2 — Revenues
Disaggregation of Revenues
The tables below present disaggregated revenues from contracts with clients by client location, service line and contract-
type for each of our business segments. We believe this disaggregation best depicts how the nature, amount, timing and
uncertainty of our revenues and cash flows are affected by industry, market and other economic factors. Our consulting and
technology services include consulting, application development, systems integration, and application testing services as well as
software solutions and related services while our outsourcing services include application maintenance, infrastructure and
business process services. Revenues are attributed to geographic regions based upon client location, which is the client's billing
address. Substantially all revenues in our North America region relate to clients in the United States.
Service line:
Consulting and technology services $ 4,079 $ 3,090 $ 2,725 $ 1,693 $ 11,587
Outsourcing services 1,972 2,247 1,551 1,150 6,920
Total $ 6,051 $ 5,337 $ 4,276 $ 2,843 $ 18,507
Type of contract:
Time and materials $ 3,613 $ 2,063 $ 1,785 $ 1,679 $ 9,140
Fixed-price 2,063 2,157 2,085 1,032 7,337
Transaction or volume-based 375 1,117 406 132 2,030
Total $ 6,051 $ 5,337 $ 4,276 $ 2,843 $ 18,507
Year Ended
December 31, 2020
(in millions) FS HC P&R CMT Total
Revenues
Geography:
North America $ 4,013 $ 4,181 $ 2,650 $ 1,737 $ 12,581
United Kingdom 463 157 371 344 1,335
Continental Europe 629 434 413 177 1,653
Europe - Total 1,092 591 784 521 2,988
Rest of World 516 80 262 225 1,083
Total $ 5,621 $ 4,852 $ 3,696 $ 2,483 $ 16,652
Service line:
Consulting and technology services $ 3,691 $ 2,786 $ 2,249 $ 1,456 $ 10,182
Outsourcing services 1,930 2,066 1,447 1,027 6,470
Total $ 5,621 $ 4,852 $ 3,696 $ 2,483 $ 16,652
Type of contract:
Time and materials $ 3,548 $ 1,950 $ 1,548 $ 1,515 $ 8,561
Fixed-price 1,736 1,777 1,741 871 6,125
Transaction or volume-based 337 1,125 407 97 1,966
Total $ 5,621 $ 4,852 $ 3,696 $ 2,483 $ 16,652
Service line:
Consulting and technology services $ 3,782 $ 2,564 $ 2,295 $ 1,305 $ 9,946
Outsourcing services 2,087 2,131 1,475 1,144 6,837
Total $ 5,869 $ 4,695 $ 3,770 $ 2,449 $ 16,783
Type of contract:
Time and materials $ 3,651 $ 1,845 $ 1,632 $ 1,528 $ 8,656
Fixed-price 1,922 1,635 1,730 803 6,090
Transaction or volume-based 296 1,215 408 118 2,037
Total $ 5,869 $ 4,695 $ 3,770 $ 2,449 $ 16,783
During the fourth quarter of 2021, we reached a settlement agreement with the final customer involved in our previously
disclosed proposed exit from a large customer engagement of our Samlink subsidiary and additionally entered into an
agreement to sell this subsidiary. We reached settlement agreements with the other two customers to this engagement in the
second quarter of 2021. The financial terms of the final settlement agreements with the three customers did not materially differ
from our original 2020 offer and, accordingly, the impact to our 2021 consolidated statement of operations was immaterial. In
2020, in connection with our settlement offer, we recorded a reduction of revenues of $118 million and additional expenses of
$33 million, primarily related to the impairment of long-lived assets. The sale of our Samlink subsidiary closed on February 1,
2022.
Costs to Fulfill
The following table presents information related to the capitalized costs to fulfill, such as setup or transition activities.
Costs to fulfill are recorded in "Other noncurrent assets" in our consolidated statements of financial position and the
amortization expense of costs to fulfill is included in "Cost of revenues" in our consolidated statements of operations. Costs to
obtain contracts were immaterial for the period disclosed.
A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets
are presented in "Other current assets" in our consolidated statements of financial position and primarily relate to unbilled
amounts on fixed-price contracts utilizing the cost to cost method of revenue recognition. The table below shows significant
movements in contract assets:
(in millions) 2021 2020
Beginning balance $ 315 $ 334
Revenues recognized during the period but not billed 275 289
Amounts reclassified to trade accounts receivable (280) (308)
Ending balance $ 310 $ 315
Our contract liabilities, or deferred revenue, consist of advance payments and billings in excess of revenues recognized.
The table below shows significant movements in the deferred revenue balances (current and noncurrent):
Revenues recognized during the year ended December 31, 2021 for performance obligations satisfied or partially satisfied
in previous periods were immaterial.
Many of our performance obligations meet one or more of these exemptions and therefore are not included in the
remaining performance obligation amount disclosed above.
Trade Accounts Receivable and Allowance for Credit Losses
We calculate expected credit losses for our trade accounts receivable based on historical credit loss rates for each aging
category as adjusted for the current market conditions and forecasts about future economic conditions. The following table
presents the activity in the allowance for credit losses for the trade accounts receivable:
Acquisitions completed during each of the three years ended December 31, 2021, 2020 and 2019 were not individually or
in the aggregate material to our operations. Accordingly, pro forma results have not been presented. We have allocated the
purchase price related to these transactions to tangible and intangible assets acquired and liabilities assumed, including
goodwill, based on their estimated fair values. The primary items that generated goodwill are the value of the acquired
assembled workforces and synergies between the acquired companies and us, neither of which qualify as an identifiable
intangible asset.
2021
In 2021, we acquired 100% ownership in each of the following:
• Linium, a cloud transformation consultancy group specializing in the ServiceNow platform and solutions for smart
digital enterprise workflows, acquired to broaden our enterprise service management capabilities (acquired January
31, 2021);
• Magenic, a provider of agile software and cloud development, DevOps, experience design and advisory services
across a range of industries, acquired to enhance our global software engineering expertise (acquired February 1,
2021);
• Servian, an Australia-based enterprise transformation consultancy specializing in data analytics, AI, digital
services, experience design and cloud, acquired to enhance our digital portfolio and market presence in Australia
and New Zealand (acquired April 1, 2021);
• ESG Mobility, a digital automotive engineering research and development provider for connected, autonomous and
electric vehicles, acquired to expand our digital engineering expertise, particularly in connected vehicles (acquired
June 1, 2021);
• TQS, a global industrial data and intelligence company, acquired to accelerate our growth in IoT, data and analytics
(acquired July 30, 2021).
• Hunter, a provider of digital engineering and project management services, acquired to extend our talent network in
key markets, expanding our digital engineering resources in the United States (acquired August 16, 2021); and
• Devbridge, a software consultancy and product development company, acquired to expand our software product
engineering capabilities and global delivery footprint (acquired December 9, 2021).
The allocations of preliminary purchase price to the fair value of the assets acquired and liabilities assumed were as
follows:
For the year ended December 31, 2021, revenues from acquisitions completed in 2021, since the dates of acquisition,
were $301 million. For acquisitions completed in 2021, the allocation of purchase price is preliminary and will be finalized as
soon as practicable within the measurement period, but in no event later than one year following the date of acquisition.
Weighted
Collaborative New 10th Average
(dollars in millions) Solutions Signature Tin Roof Magnitude Others Total Useful Life
Cash $ 10 $ 13 $ — $ 2 $ 10 $ 35
Trade accounts receivable 38 13 10 7 21 89
Property and equipment and other assets 6 6 1 2 15 30
Operating lease assets, net 6 7 2 4 13 32
Non-deductible goodwill 44 292 — 90 66 492
Deductible goodwill 281 — 86 39 92 498
Customer relationship intangible assets 37 8 69 10 21 145 9.8 years
Other intangible assets 8 1 — — 2 11 5.4 years
Current liabilities (25) (20) (13) (15) (23) (96)
Noncurrent liabilities (5) (8) (2) (5) (15) (35)
Purchase price, inclusive of contingent
consideration (1) $ 400 $ 312 $ 153 $ 134 $ 202 $ 1,201
(1) The purchase price for our acquisitions includes contingent consideration components with a collective maximum
payout of $59 million, valued at $42 million at the date of acquisition, which is contingent upon achieving certain
performance thresholds during the first two calendar years following the date of acquisition.
For the year ended December 31, 2020, revenues from acquisitions completed in 2020, since the dates of acquisition,
were $222 million.
During 2020 and 2019, we incurred costs related to both our realignment program and our 2020 Fit for Growth Plan. Our
realignment program, which began in 2017, improved our client focus, cost structure and the efficiency and effectiveness of our
delivery while continuing to drive revenue growth. Our 2020 Fit for Growth Plan, which began in the fourth quarter of 2019,
simplified our organizational model and optimized our cost structure in order to partially fund the investments required to
execute on our strategy and advance our growth agenda and included our decision to exit certain content-related services that
were not in line with our strategic vision for the Company. The total costs related to our realignment program and our 2020 Fit
for Growth Plan are reported in "Restructuring charges" in our consolidated statements of operations. We do not allocate these
charges to individual segments in internal management reports used by the chief operating decision maker. Accordingly, such
expenses are included in our segment reporting as “unallocated costs”. See Note 18.
During 2020 we incurred $42 million of certain employee retention costs and professional fees related to our realignment
program and $173 million of employee separation, employee retention and facility exit costs and other charges related to our
2020 Fit for Growth Plan. During 2019, we incurred $169 million of employee separation costs, certain employee retention
costs, professional fees and Executive Transition Costs related to our realignment program and $48 million of employee
separation, employee retention and facility exit costs and other charges related to our 2020 Fit for Growth Plan. We did not
incur any costs related to these plans during 2021.
Note 5 — Investments
Long-term investments:
Other investments $ 66 $ 35
Restricted time deposits (1) 397 405
Total long-term investments $ 463 $ 440
Gross gains $ — $ — $ 6
Gross losses — — (5)
The amortized cost and fair value of held-to-maturity investment securities were as follows as of December 31:
2021 2020
Amortized Fair Amortized Fair
(in millions) Cost Value Cost Value
Short-term investments, due within one year:
Corporate and other debt securities $ 17 $ 17 $ 14 $ 14
Commercial paper 20 20 — —
Total held-to-maturity investments $ 37 $ 37 $ 14 $ 14
As of December 31, 2021, corporate and other debt securities in the amount of $17 million and commercial paper in the
amount of $10 million were in an unrealized loss position. The total unrealized loss was less than $1 million and none of the
securities had been in an unrealized loss position for longer than 12 months. As of December 31, 2020, there were no held-to-
maturity investment securities in an unrealized loss position.
The securities in our portfolio are highly rated and short-term in nature. As of December 31, 2021, our corporate and other
debt securities were rated AA+ or better and our commercial paper securities were rated A-1+ by CRISIL, an Indian subsidiary
of S&P Global.
Other Investments
As of December 31, 2021 and 2020, we had equity method investments of $63 million and $31 million, respectively,
primarily related to an investment in the technology sector. As of December 31, 2021 and 2020, we had equity securities
without a readily determinable fair value of $3 million and $4 million, respectively.
During 2019, as a result of events indicating one of our equity method investments, valued at $66 million as of December
31, 2018, experienced an other-than-temporary impairment, we assessed its fair value and determined that the carrying value
exceeded the fair value. As such, we recorded an impairment charge of $57 million in the fourth quarter of 2019 within the
caption "Income (loss) from equity method investments" in our consolidated statement of operations. In determining the fair
value of the equity method investment, we considered results from the following valuation methodologies: income approach,
based on discounted future cash flows, market approach, based on current market multiples and net asset value approach, based
on the assets and liabilities of the investee.
Depreciation and amortization expense related to property and equipment was $392 million, $407 million and $363
million for the years ended December 31, 2021, 2020 and 2019, respectively.
The gross amount of property and equipment recorded under finance leases was $24 million and $37 million as of
December 31, 2021 and 2020, respectively. Accumulated amortization for our ROU finance lease assets was $17 million and
$23 million as of December 31, 2021 and 2020, respectively. Amortization expense related to our ROU finance lease assets was
$7 million, $7 million, and $11 million for the years ended December 31, 2021, 2020, and 2019 respectively.
The gross amount of property and equipment recorded for software to be sold, leased or marketed reported in the caption
"Computer software" above was $201 million and $159 million as of December 31, 2021 and 2020, respectively. Accumulated
amortization for software to be sold, leased or marketed was $106 million and $73 million as of December 31, 2021 and 2020,
respectively. Amortization expense for software to be sold, leased or marketed recorded as property and equipment was $33
million, $30 million and $22 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Note 7 — Leases
The following table provides information on the components of our operating and finance leases included in our
consolidated statement of financial position as of December 31:
Leases Location on Statement of Financial Position 2021 2020
Assets (in millions)
ROU operating lease assets Operating lease assets, net $ 933 $ 1,013
ROU finance lease assets Property and equipment, net 7 14
Total $ 940 $ 1,027
Liabilities
Current
Operating lease Operating lease liabilities $ 195 $ 211
Finance lease Accrued expenses and other current liabilities 8 11
Noncurrent
Operating lease Operating lease liabilities, noncurrent 783 846
Finance lease Other noncurrent liabilities 5 11
Total $ 991 $ 1,079
For the years ended December 31, 2021, 2020 and 2019, our operating lease costs were $293 million, $302 million and
$264 million, respectively, including variable lease costs of $10 million, $14 million and $18 million, respectively. Our short-
The following table provides information on the weighted average remaining lease term and weighted average discount
rate for our operating leases as of December 31:
The following table provides supplemental cash flow and non-cash information related to our operating leases as of
December 31:
(in millions) 2021 2020 2019
Cash paid for amounts included in the measurement of operating lease liabilities $ 274 $ 271 $ 232
ROU assets obtained in exchange for operating lease liabilities 100 273 274
Cash paid for amounts included in the measurement of finance lease liabilities and ROU assets obtained in exchange for
finance lease liabilities were each immaterial for the years ended December 31, 2021, 2020 and 2019.
The following table provides the schedule of maturities of our operating lease liabilities and a reconciliation of the
undiscounted cash flows to the operating lease liabilities recognized in the statement of financial position as of December 31:
(in millions) 2021
2022 $ 241
2023 197
2024 161
2025 138
2026 112
Thereafter 318
Total operating lease payments 1,167
Interest (189)
Total operating lease liabilities $ 978
As of December 31, 2021, we had $88 million of additional obligations related to operating leases whose lease term had
yet to commence and which are therefore not included in our statement of financial position. These leases are primarily related
to real estate and will commence in various months in 2022 and 2023 with lease terms of 1 year to 15 years.
Changes in goodwill by our reportable segments were as follows for the years ended December 31, 2021 and 2020:
Goodwill Foreign Currency
January 1, Additions and Translation December 31,
Segment 2021 Adjustments Adjustments 2021
(in millions)
Financial Services $ 932 $ 198 $ (21) $ 1,109
Healthcare 2,755 84 (8) 2,831
Products and Resources 780 200 (13) 967
Communications, Media and Technology 564 156 (7) 713
Total goodwill $ 5,031 $ 638 $ (49) $ 5,620
Goodwill Foreign Currency
January 1, Additions and Translation December 31,
Segment 2020 Adjustments Adjustments 2020
(in millions)
Financial Services $ 700 $ 204 $ 28 $ 932
Healthcare 2,595 149 11 2,755
Products and Resources 417 346 17 780
Communications, Media and Technology 267 289 8 564
Total goodwill $ 3,979 $ 988 $ 64 $ 5,031
Based on our most recent goodwill impairment assessment performed as of October 31, 2021, we concluded that the
goodwill in each of our reporting units was not at risk of impairment. We have not recognized any impairment losses on our
goodwill.
2021 2020
Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying
(in millions) Amount Amortization Amount Amount Amortization Amount
Customer relationships $ 1,679 $ (610) $ 1,069 $ 1,333 $ (490) $ 843
Developed technology 385 (330) 55 388 (286) 102
Indefinite lived trademarks 72 — 72 72 — 72
Finite lived trademarks
and other 81 (59) 22 80 (51) 29
Total intangible assets $ 2,217 $ (999) $ 1,218 $ 1,873 $ (827) $ 1,046
Other than certain trademarks with indefinite lives, our intangible assets have finite lives and, as such, are subject to
amortization. Amortization of intangible assets totaled $182 million for 2021, $152 million for 2020 and $162 million for 2019.
The following table provides the estimated amortization expense related to our existing intangible assets for the next five years.
Accrued expenses and other current liabilities were as follows as of December 31:
(in millions) 2021 2020
Compensation and benefits $ 1,601 $ 1,607
Customer volume and other incentives 242 266
Income taxes 74 34
Professional fees 220 143
Other 395 469
Total accrued expenses and other current liabilities $ 2,532 $ 2,519
Note 10 — Debt
In 2018, we entered into a Credit Agreement providing for a $750 million Term Loan and a $1,750 million unsecured
revolving credit facility, which are due to mature in November 2023. We are required under the Credit Agreement to make
scheduled quarterly principal payments on the Term Loan.
The Credit Agreement requires interest to be paid, at our option, at either the ABR, the Eurocurrency Rate or the Daily
Simple RFR (each as defined in the Credit Agreement), plus, in each case, an Applicable Margin (as defined in the Credit
Agreement). Initially, the Applicable Margin is 0.875% with respect to Eurocurrency Rate and Daily Simple RFR and 0.00%
with respect to ABR loans. Subsequently, the Applicable Margin with respect to Eurocurrency Rate and Daily Simple RFR may
range from 0.75% to 1.125%, depending on our public debt ratings (or, if we have not received public debt ratings,
from 0.875% to 1.125%, depending on our Leverage Ratio, which is the ratio of indebtedness for borrowed money to
Consolidated EBITDA, as defined in the Credit Agreement). The Term Loan is a Eurocurrency loan. As the interest rates on
our Term Loan and any notes outstanding under the revolving credit facility are variable, the fair value of our debt balances
approximates their carrying value as of December 31, 2021 and 2020. Under the Credit Agreement, we are required to pay
commitment fees on the unused portion of the revolving credit facility, which vary based on our public debt ratings (or, if we
have not received public debt ratings, on the Leverage Ratio).
The Credit Agreement contains customary affirmative and negative covenants as well as a financial covenant. The
financial covenant is tested at the end of each fiscal quarter and requires us to maintain a Leverage Ratio, which is the ratio of
indebtedness for borrowed money to Consolidated EBITDA, as defined in the Credit Agreement, not in excess of 3.50 to 1.00,
or for a period of up to four quarters following certain material acquisitions, 3.75 to 1.00. We were in compliance with all debt
covenants and representations of the Credit Agreement as of December 31, 2021.
In February 2021, our India subsidiary renewed its 13 billion Indian rupee ($175 million at the December 31, 2021
exchange rate) working capital facility, which requires us to repay any balances within 90 days from the date of disbursement.
There is a 1.0% prepayment penalty applicable to payments made within 30 days of disbursement. This working capital facility
contains affirmative and negative covenants and may be renewed annually in February. As of December 31, 2021, we have not
borrowed funds under this facility.
Short-term Debt
As of both December 31, 2021 and December 31, 2020, we had $38 million of short-term debt related to current
maturities of our Term Loan, with a weighted average interest rate of 1.0% in both periods.
Income before provision for income taxes shown below is based on the geographic location to which such income was
attributed for years ended December 31:
The provision for income taxes consisted of the following components for the years ended December 31:
In the third quarter of 2020, we reversed our indefinite reinvestment assertion on Indian earnings accumulated in prior
years and recorded a $140 million Tax on Accumulated Indian Earnings. The recorded income tax expense reflects the India
withholding tax on unrepatriated Indian earnings, which were $5.2 billion as of December 31, 2019, net of applicable U.S.
foreign tax credits.
We are involved in two separate ongoing disputes with the ITD in connection with previously disclosed share repurchase
transactions undertaken by CTS India in 2013 and 2016 to repurchase shares from its shareholders (non-Indian Cognizant
entities) valued at $523 million and $2.8 billion, respectively.
The 2016 transaction was undertaken pursuant to a plan approved by the High Court in Chennai, India, and resulted in the
payment of $135 million in Indian income taxes - an amount we believe includes all the applicable taxes owed for this
transaction under Indian law. In March 2018, the ITD asserted that it is owed an additional 33 billion Indian rupees ($443
million at the December 31, 2021 exchange rate) on the 2016 transaction. We deposited 5 billion Indian rupees, representing
15% of the disputed tax amount related to the 2016 transaction, with the ITD. As of December 31, 2021 and 2020, the deposit
We are currently in litigation with the ITD on the 2016 share repurchase transaction dispute. More recently, in April 2020,
we received a formal assessment from the ITD, which is consistent with its previous assertions regarding our 2016 transaction.
In June 2020, we filed an appeal against this assessment. The dispute in relation to the 2013 share repurchase transaction is also
in litigation. At this time, the ITD has not made specific demands with regards to the 2013 share repurchase transaction.
We believe we have paid all applicable taxes owed on both the 2016 and the 2013 transactions. Accordingly, we have not
recorded any reserves for these matters as of December 31, 2021.
The reconciliation between the U.S. federal statutory rate and our effective income tax rate were as follows for the years
ended December 31:
The significant components of deferred income tax assets and liabilities recorded on the consolidated statements of
financial position were as follows as of December 31:
At December 31, 2021, we had foreign and U.S. net operating loss carryforwards of approximately $117 million and $114
million, respectively. We have recorded valuation allowances on certain net operating loss carryforwards. As of December 31,
Our Indian subsidiaries are primarily export-oriented and are eligible for certain income tax holiday benefits granted by
the government of India for export activities conducted within SEZs for periods of up to 15 years. Our SEZ income tax holiday
benefits are currently scheduled to expire in whole or in part through the year 2028 and may be extended on a limited basis for
an additional five years per unit if certain reinvestment criteria are met. Our Indian profits ineligible for SEZ benefits are
subject to corporate income tax at the rate of 34.94%. In addition, all Indian profits, including those generated within SEZs, are
subject to the MAT. The current rate of MAT is 17.47%. For the years ended December 31, 2021, 2020 and 2019, the effect of
the income tax holidays granted by the Indian government was to reduce the overall income tax provision and increase net
income by $36 million, $48 million and $90 million, respectively, and increase diluted EPS by $0.07, $0.09 and $0.16,
respectively.
In December 2019, the Government of India enacted the India Tax Law effective retroactively to April 1, 2019 that
enables Indian companies to elect to be taxed at a lower income tax rate of 25.17%, as compared to the current income tax rate
of 34.94%. Once a company elects into the lower income tax rate, a company may not benefit from any tax holidays associated
with SEZs and certain other tax incentives, including MAT carryforwards, and may not reverse its election. While our existing
MAT carryforwards expire between March 2027 and March 2032, we expect to fully or substantially utilize our existing MAT
carryforwards prior to the start of the new India fiscal year on April 1, 2022. Our current intent is to elect into the new tax
regime once our MAT carryforwards are fully or substantially utilized. As a result of the enactment of the India Tax Law, we
recorded a one-time net income tax expense of $21 million in 2019, due to the revaluation to the lower income tax rate of our
India net deferred income tax assets that are expected to reverse after we expect to elect into the new tax regime.
We conduct business globally and file income tax returns in the United States, including federal and state, as well as
various foreign jurisdictions. In 2021, we reached an agreement with the IRS, which settled tax years 2012 through 2016. As a
result of this settlement, in the first quarter of 2021, we recorded a $14 million discrete benefit to the provision for income
taxes. Tax years that remain subject to examination by the IRS are 2017 and onward, and years that remain subject to
examination by state authorities vary by state. Years under examination by foreign tax authorities are 2001 and onward. In
addition, transactions between our affiliated entities are arranged in accordance with applicable transfer pricing laws,
regulations and relevant guidelines. As a result, and due to the interpretive nature of certain aspects of these laws and
guidelines, we have pending applications for APAs before the taxing authorities in some of our most significant jurisdictions.
We record incremental tax expense, based upon the more-likely-than-not standard, for any uncertain tax positions. In
addition, when applicable, we adjust the previously recorded income tax expense to reflect examination results when the
position is effectively settled or otherwise resolved. Our ongoing evaluations of the more-likely-than-not outcomes of the
examinations and related tax positions require judgment and can result in adjustments that increase or decrease our effective
income tax rate, as well as impact our operating results. The specific timing of when the resolution of each tax position will be
reached is uncertain.
Changes in unrecognized income tax benefits were as follows for the years ended December 31:
The unrecognized income tax benefits would affect our effective income tax rate, if recognized. While the Company
believes uncertain tax positions may be settled or resolved within the next twelve months, it is difficult to estimate the income
tax impact of these potential resolutions at this time. We recognize accrued interest and any penalties associated with uncertain
tax positions as part of our provision for income taxes. The total amount of accrued interest and penalties at December 31, 2021
and 2020 was $30 million and $22 million, respectively, and relates to U.S. and foreign tax matters. The amounts of interest and
penalties recorded in the provision for income taxes in 2021, 2020 and 2019 were immaterial.
The following table provides information on the location and fair values of derivative financial instruments included in
our consolidated statements of financial position as of December 31:
The notional value of our outstanding contracts by year of maturity was as follows as of December 31:
(1) Includes $78 million and $133 million notional value of option contracts as of December 31, 2021 and 2020, with the
remaining notional value related to forward contracts.
The activity related to the change in net unrealized gains on our cash flow hedges included in "Accumulated other
comprehensive income (loss)" in our consolidated statements of stockholders' equity is presented in Note 14.
Other Derivatives
We use foreign exchange forward contracts to provide an economic hedge against balance sheet exposures to certain
monetary assets and liabilities denominated in currencies other than the functional currency of our foreign subsidiaries. We
entered into foreign exchange forward contracts that are scheduled to mature in 2022. Realized gains or losses and changes in
the estimated fair value of these derivative financial instruments are recorded in the caption "Foreign currency exchange gains
(losses), net" in our consolidated statements of operations.
Additional information related to our outstanding foreign exchange forward contracts not designated as hedging
instruments was as follows as of December 31:
The following table provides information on the location and amounts of realized and unrealized pre-tax gains (losses) on
our other derivative financial instruments for the year ended December 31:
The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.
The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of
December 31, 2021:
The following table summarizes the changes in Level 3 contingent consideration liabilities:
We measure the fair value of money market funds based on quoted prices in active markets for identical assets and
measure the fair value of our equity security based on the published daily net asset value at which investors can freely subscribe
to or redeem from the fund. The fair value of commercial paper 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. The carrying value of the time deposits approximated fair value as of December 31, 2021 and 2020.
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. We estimate the fair value of each foreign exchange option contract by using a variant of the
Black-Scholes model. This model uses present value techniques and reflects the time value and intrinsic value based on
observable market rates.
We estimate the fair value of our contingent consideration liabilities associated with our acquisitions using a variation of
the income approach, which utilizes one or more significant inputs that are unobservable. This approach calculates the fair
value of such liabilities based on the probability-weighted expected performance of the acquired entity against the target
performance metric, discounted to present value when appropriate.
During the years ended December 31, 2021, 2020 and 2019 there were no transfers among Level 1, Level 2 or Level 3
financial assets and liabilities.
Changes in "Accumulated other comprehensive income (loss)" by component were as follows for the year ended
December 31, 2021:
2021
Before Tax Tax Net of Tax
(in millions) Amount Effect Amount
Foreign currency translation adjustments:
Beginning balance $ 56 $ (1) $ 55
Change in foreign currency translation adjustments (78) 3 (75)
Ending balance $ (22) $ 2 $ (20)
We are involved in various claims and legal proceedings arising in the ordinary course of business. We accrue a liability
when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is
reasonably possible but not probable, we do not record a liability, but instead disclose the nature and the amount of the claim,
and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. While we do
not expect that the ultimate resolution of any existing claims and proceedings (other than the specific matters described below,
if decided adversely), individually or in the aggregate, will have a material adverse effect on our financial position, an
unfavorable outcome in some or all of these proceedings could have a material adverse impact on results of operations or cash
flows for a particular period. This assessment is based on our current understanding of relevant facts and circumstances. As
such, our view of these matters is subject to inherent uncertainties and may change in the future.
On January 15, 2015, Syntel sued TriZetto and Cognizant in the USDC-SDNY. Syntel’s complaint alleged breach of
contract against TriZetto, and tortious interference and misappropriation of trade secrets against Cognizant and TriZetto,
stemming from Cognizant’s hiring of certain former Syntel employees. Cognizant and TriZetto countersued on March 23, 2015,
for breach of contract, misappropriation of trade secrets and tortious interference, based on Syntel’s misuse of TriZetto
confidential information and abandonment of contractual obligations. Cognizant and TriZetto subsequently added federal
Defend Trade Secrets Act and copyright infringement claims for Syntel’s misuse of TriZetto’s proprietary technology. The
parties’ claims were narrowed by the court and the case was tried before a jury, which on October 27, 2020, returned a verdict
in favor of Cognizant in the amount of $855 million, including $570 million in punitive damages. On April 20, 2021, the
USDC-SDNY issued a post-trial order that, among other things, affirmed the jury’s award of $285 million in actual damages,
but reduced the award of punitive damages from $570 million to $285 million, thereby reducing the overall damages award
from $855 million to $570 million. The USDC-SDNY subsequently issued a final judgment consistent with the April 20th order.
On May 26, 2021, Syntel filed a notice of appeal to the Second Circuit, and on June 3, 2021 the USDC-SDNY stayed execution
of judgment pending appeal. The appeal is pending before the Second Circuit. We will not record the gain in our financial
statements until it becomes realizable.
On February 28, 2019, a ruling of the SCI interpreting the India Defined Contribution Obligation altered historical
understandings of the obligation, extending it to cover additional portions of the employee’s income. As a result, the ongoing
contributions of our affected employees and the Company were required to be increased. In the first quarter of 2019, we
accrued $117 million with respect to prior periods, assuming retroactive application of the Supreme Court’s ruling, in "Selling,
general and administrative expenses" in our consolidated statement of operations. There is significant uncertainty as to how the
liability should be calculated as it is impacted by multiple variables, including the period of assessment, the application with
respect to certain current and former employees and whether interest and penalties may be assessed. Since the ruling, a variety
of trade associations and industry groups have advocated to the Indian government, highlighting the harm to the information
technology sector, other industries and job growth in India that would result from a retroactive application of the ruling. It is
possible the Indian government will review the matter and there is a substantial question as to whether the Indian government
will apply the SCI’s ruling on a retroactive basis. As such, the ultimate amount of our obligation may be materially different
from the amount accrued.
On October 5, 2016, October 27, 2016 and November 18, 2016, three putative securities class action complaints were
filed in the USDC-NJ naming us and certain of our current and former officers at that time as defendants. These complaints
were consolidated into a single action and on April 7, 2017, the lead plaintiffs filed a consolidated amended complaint on behalf
of a putative class of persons and entities who purchased our common stock during the period between February 27, 2015 and
September 29, 2016, naming us and certain of our current and former officers at that time as defendants and alleging violations
of the Exchange Act, based on allegedly false or misleading statements related to potential violations of the Foreign Corrupt
Practices Act, our business, prospects and operations, and the effectiveness of our internal controls over financial reporting and
our disclosure controls and procedures. The lead plaintiffs sought an award of compensatory damages, among other relief, and
their reasonable costs and expenses, including attorneys’ fees. Defendants filed motions to dismiss the consolidated amended
complaint on June 6, 2017. On August 8, 2018, the USDC-NJ issued an order which granted the motions to dismiss in part,
including dismissal of all claims against then-current officers of the Company, and denied them in part. On September 7, 2018,
we filed a motion in the USDC-NJ to certify the August 8, 2018 order for immediate appeal to the United States Court of
Appeals for the Third Circuit pursuant to 28 U.S.C. § 1292(b). On October 18, 2018, the USDC-NJ issued an order granting our
motion, and staying the action pending the outcome of our appeal petition to the Third Circuit. On October 29, 2018, we filed a
petition for permission to appeal with the Third Circuit. On March 6, 2019, the Third Circuit denied our petition without
prejudice. In an order dated March 19, 2019, the USDC-NJ directed the lead plaintiffs to provide the defendants with a
proposed amended complaint. On April 26, 2019, lead plaintiffs filed their second amended complaint. We filed a motion to
dismiss the second amended complaint on June 10, 2019. On June 7, 2020, the USDC-NJ issued an order denying our motion to
On September 7, 2021, the parties filed a settlement agreement that resolved the consolidated putative securities class
action against us and certain of our former officers. The settlement agreement provides for a payment of $95 million to the
putative class (inclusive of attorneys’ fees and litigation expenses). Adjusting for indemnification expenses, legal fees and other
covered expenses incurred through September 7, 2021, the remaining available balance under the applicable directors and
officers insurance policies was $75 million. As a result, we recorded a loss of $20 million in "Selling, general and
administrative expenses" in our consolidated financial statements. The loss is referred to as the Class Action Settlement Loss.
We and the other defendants entered into the settlement agreement to eliminate the uncertainty, burden, and expense of further
protracted litigation. We and the other defendants expressly deny that the plaintiffs in the consolidated putative securities class
action have asserted any valid claims as to us and them, respectively. On September 9, 2021, the USDC-NJ granted preliminary
approval of the settlement. On December 21, 2021, the USDC-NJ granted final approval of the settlement and entered a
judgment dismissing the consolidated putative securities class action with prejudice. The deadline to appeal the judgement was
January 20, 2022, and no appeals were filed before that date.
On October 31, 2016, November 15, 2016 and November 18, 2016, three putative shareholder derivative complaints were
filed in New Jersey Superior Court, Bergen County, naming us, all of our then current directors and certain of our current and
former officers at that time as defendants. These actions were consolidated in an order dated January 24, 2017. The complaints
assert claims for breach of fiduciary duty, corporate waste, unjust enrichment, abuse of control, mismanagement, and/or insider
selling by defendants. On March 16, 2017, the parties filed a stipulation deferring all further proceedings pending a final, non-
appealable ruling on the then-anticipated motion to dismiss the consolidated putative securities class action. On April 26, 2017,
in lieu of ordering the stipulation filed by the parties, the New Jersey Superior Court deferred further proceedings by dismissing
the consolidated putative shareholder derivative litigation without prejudice but permitting the parties to file a motion to vacate
the dismissal in the future.
On February 22, 2017, April 7, 2017 and May 10, 2017, three additional putative shareholder derivative complaints
alleging similar claims were filed in the USDC-NJ, naming us and certain of our current and former directors and officers at
that time as defendants. These complaints asserted claims similar to those in the previously-filed putative shareholder derivative
actions. In an order dated June 20, 2017, the USDC-NJ consolidated these actions into a single action, appointed lead plaintiff
and lead counsel, and stayed all further proceedings pending a final, non-appealable ruling on the motions to dismiss the
consolidated putative securities class action. On October 30, 2018, lead plaintiff filed a consolidated verified derivative
complaint.
On March 11, 2019, a seventh putative shareholder derivative complaint was filed in the USDC-NJ, naming us and certain
of our current and former directors and officers at that time as defendants. The complaint in that action asserts claims similar to
those in the previously-filed putative shareholder derivative actions. On May 14, 2019, the USDC-NJ approved a stipulation
that (i) consolidated this action with the putative shareholder derivative suits that were previously filed in the USDC-NJ; and
(ii) stayed all of these suits pending an order on the motion to dismiss the second amended complaint in the consolidated
putative securities class action. On August 3, 2020, lead plaintiffs filed an amended complaint. The USDC-NJ extended the stay
through February 14, 2022. On February 14, 2022, we and certain of our current and former directors and officers moved to
dismiss the amended complaint.
On June 1, 2021, an eighth putative shareholder derivative complaint was filed in the USDC-NJ, naming us and certain of
our current and former directors and officers at that time as defendants. The complaint asserts claims similar to those in the
previously-filed putative shareholder derivative actions. On August 2, 2021, the USDC-NJ approved a stipulation that stayed
this action through the earliest of (i) the conclusion of the criminal proceedings in United States v. Gordon J. Coburn and
Steven Schwartz, Crim. No. 19-120 (KM), (ii) the dissolution of the stay in the consolidated putative securities class action,
provided that the dissolution of the stay in the consolidated putative securities class action is not the result of a settlement
agreement or other mutual resolution of the consolidated putative securities class action, or (iii) the dissolution of the stay in the
consolidated putative shareholder derivative action pending in USDC-NJ, provided that we are required to answer, move to
dismiss, or otherwise respond to the operative complaint in that action following the dissolution of the stay. The stay ended on
February 14, 2022, and the litigation is ongoing.
We have indemnification and expense advancement obligations pursuant to our bylaws and indemnification agreements
with respect to certain current and former members of senior management and the Company’s board of directors. In connection
with the matters that were the subject of our previously disclosed internal investigation, the DOJ and SEC investigations and the
related litigation, we have received and expect to continue to receive requests under such indemnification agreements and our
bylaws to provide funds for legal fees and other expenses. As of the filing of the settlement agreement on September 7, 2021,
there are no amounts remaining available to us under applicable insurance policies for our ongoing indemnification and
advancement obligations with respect to certain of our current and former officers and directors or incremental legal fees and
other expenses related to the above matters.
Many of our engagements involve projects that are critical to the operations of our clients’ business and provide benefits
that are difficult to quantify. Any failure in a client’s systems or our failure to meet our contractual obligations to our clients,
including any breach involving a client’s confidential information or sensitive data, or our obligations under applicable laws or
regulations could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although
we attempt to contractually limit our liability for damages arising from negligent acts, errors, mistakes, or omissions in
rendering our services, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in
all instances or will otherwise protect us from liability for damages. Although we have general liability insurance coverage,
including coverage for errors or omissions, we retain a significant portion of risk through our insurance deductibles and there
can be no assurance that such coverage will cover all types of claims, continue to be available on reasonable terms or will be
available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future
claim. The successful assertion of one or more large claims against us that exceed or are not covered by our insurance coverage
or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance
requirements, could have a material adverse effect on our business, results of operations, financial position and cash flows for a
particular period.
In the normal course of business and in conjunction with certain client engagements, we have entered into contractual
arrangements through which we may be obligated to indemnify clients or other parties with whom we conduct business with
respect to certain matters. These arrangements can include provisions whereby we agree to hold the indemnified party and
certain of their affiliated entities harmless with respect to third-party claims related to such matters as our breach of certain
representations or covenants, our intellectual property infringement, our gross negligence or willful misconduct or certain other
claims made against certain parties. Payments by us under any of these arrangements are generally conditioned on the client
making a claim and providing us with full control over the defense and settlement of such claim. It is not possible to determine
the maximum potential liability under these indemnification agreements due to the unique facts and circumstances involved in
each particular agreement. Historically, we have not made material payments under these indemnification agreements and
therefore they have not had a material impact on our operating results, financial position, or cash flows. However, if events
arise requiring us to make payment for indemnification claims under our indemnification obligations in contracts we have
entered, such payments could have a material adverse effect on our business, results of operations, financial position and cash
flows for a particular period.
We maintain employee benefit plans that cover substantially all India-based employees. The employees’ provident fund,
pension and family pension plans are statutorily defined contribution retirement benefit plans. Under the plans, employees
contribute up to 12.0% of their eligible compensation, which is matched by an equal contribution by the Company. For these
plans, we recognized a contribution expense of $121 million, $98 million and $101 million for the years ended December 31,
2021, 2020 and 2019, respectively. On February 28, 2019, a ruling of the SCI altered historical understandings of the obligation
under these plans, extending them to cover additional portions of the employee’s income. In the first quarter of 2019, we
accrued $117 million with respect to prior periods, assuming retroactive application of the SCI’s ruling, in "Selling, general and
administrative expenses" in our consolidated statements of operations. See Note 15 for further information.
The allocation of total stock-based compensation expense between cost of revenues and selling, general and
administrative expenses as well as the related income tax benefit were as follows for the three years ended December 31:
The weighted-average grant date fair value of RSUs granted in 2021, 2020 and 2019 was $74.66, $61.85 and $64.12,
respectively. As of December 31, 2021, $233 million of total remaining unrecognized stock-based compensation cost related to
RSUs is expected to be recognized over the weighted-average remaining requisite service period of 1.7 years.
We granted PSUs that vest over periods up to four years to employees, including our executive officers. The vesting of
PSUs is contingent on meeting certain financial performance targets, market conditions and continued service. A summary of
the activity for PSUs granted under our stock-based compensation plans as of December 31, 2021 and changes during the year
then ended is presented below. The presentation reflects the number of PSUs at the maximum performance milestones.
The weighted-average grant date fair value of PSUs granted in 2021, 2020 and 2019 was $73.38, $62.00 and $70.77,
respectively. As of December 31, 2021, $41 million of the total remaining unrecognized stock-based compensation cost related
to PSUs is expected to be recognized over the weighted-average remaining requisite service period of 1.6 years.
All RSUs and PSUs have dividend equivalent rights, which entitle holders to the same dividend value per share as holders
of common stock. Dividend equivalent rights are subject to the same vesting and other terms and conditions as the
corresponding unvested RSUs and PSUs and are accumulated and paid when the underlying shares vest.
The Purchase Plan provides for eligible employees to purchase shares of Class A common stock at a price of 90% of the
lesser of: (a) the fair market value of a share of Class A common stock on the first date of the purchase period or (b) the fair
market value of a share of Class A common stock on the last date of the purchase period. In December 2021, we amended the
Purchase Plan to modify the purchase price for eligible employees to be equal to 95% of the fair market value per share of our
Class A common stock on the last date of the purchase period. This change is effective for the first purchase period in 2022.
Stock-based compensation expense for the Purchase Plan is recognized over the vesting period of three months on a
straight-line basis.
The fair values of the options granted under the Purchase Plan, were estimated at the date of grant during the years ended
December 31, 2021, 2020, and 2019 based upon the following assumptions and were as follows:
During the year ended December 31, 2021, we issued 2.0 million shares of Class A common stock under the Purchase
Plan with a total fair value of approximately $23 million.
(1) Long-lived assets include property and equipment, net of accumulated depreciation and amortization.
(2) Substantially all relates to the United States.
(3) Substantially all relates to India.
Dividend
On January 31, 2022, our Board of Directors approved the Company's declaration of a $0.27 per share dividend with a
record date of February 18, 2022 and a payment date of March 1, 2022.
_____________________
* 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.
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 Annual Report on Form 10-K of Cognizant Technology Solutions Corporation (the
“Company”) for the period ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), the undersigned, Jan Siegmund, 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: February 16, 2022 /s/ JAN SIEGMUND
Jan Siegmund
Chief Financial Officer
(Principal Financial 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.
Corporate information
Directors Executive committee
Michael Patsalos-Fox (CC) (FC) (GC)
Brian Humphries
Executive offices
Chairman of Board Chief Executive Officer
Cognizant 300 Frank W Burr Blvd.
Jan Siegmund Suite 36, 6th Floor
Former Chairman,
Chief Financial Officer Teaneck, NJ 07666 USA
the Americas and
Phone: 201.801.0233
Senior Partner
John Kim www.cognizant.com
McKinsey and Company
Executive Vice President
Former CEO of Stoz Friedberg General Counsel, Chief Form 10-K
Corporate Affairs Officer
A copy of the Company’s Annual Report on Form
Zein Abdalla (FC) (GC*) and Secretary
10-K is available without charge upon request by
Former President
contacting Investor Relations.
PepsiCo Rebecca Schmitt
Executive Vice President
Common stock information
Vinita Bali (CC) (FC) Chief People Officer
Former CEO and Managing Director The Company’s Class A Common Stock (CTSH)
Britannia Industries Ltd. Balu Ganesh Ayyar is listed on the Nasdaq Global Select market.
Executive Vice President
Former Vice President President, Digital Operations Annual meeting date
The Coca-Cola Company
Gregory Hyttenrauch The Company’s annual meeting
Executive Vice President of stockholders will be held on
Maureen Breakiron-Evans (AC) (GC)
President, Americas Tuesday, June 7, 2022, via live
Former CFO
webcast - Please visit
Towers Perrin
Ursula Morgenstern www.virtualshareholdermeeting.com/CTSH2022
Archana Deskus (CC) (AC) Executive Vice President Online check-in begins: 9:15 am
Executive Vice President President, Global Growth Markets Meeting begins: 9:30 am
and Chief Information Officer (All times U.S. Eastern Time)
Paypal Rajesh Nambiar
Executive Vice President Independent registered public accounting firm
John M. Dineen (AC) (FC*) President, Digital Business
and Technology PricewaterhouseCoopers LLP
Former President and CEO
300 Madison Avenue
GE Healthcare
Andrew Stafford New York, NY 10017
Brian Humphries Executive Vice President
Head of Global Delivery Transfer agent
Chief Executive Officer
Cognizant American Stock Transfer & Trust Company, LLC
Gaurav Chand 6201 15th Avenue
Leo S. Mackay Jr. (AC) (CC*) (GC) Chief Marketing Officer Brooklyn, NY 11219
Senior Vice President
Ethics and Enterprise Assurance Anil Cheriyan Investor relations
Lockheed Martin Executive Vice President Strategy
and Technology For more information, contact:
Stephen J. Rohleder (FC) Tyler Scott, Global Head of Investor Relations
Former Group Chief Executive Lawrence Wieser [email protected]
North America and Chief Administrative Officer
Chief Operating Officer
Accenture
The Annual Report includes statements which may constitute forward-looking statements made pursuant to the
Joseph M. Velli (AC) (CC)
Former Senior Executive Vice President safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily
The Bank of New York subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. These
statements include but are not limited to, express or implied forward-looking statements relating to our vision,
Sandra S. Wijnberg (AC*) (FC) strategy and initiatives, including our ESG agenda and net zero commitment; expectations regarding demand
Former Partner and opportunities in the marketplace; our cost structure; investment in and growth of our business; our ability to
Aquiline Holdings strengthen our position in the marketplace; our shift to digital solutions and services; the benefits our customers
may achieve from our services; our ability to attract and retain talent; and our anticipated financial performance.
Former CFO These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many
Marsh & McLennan Companies of which are beyond our control, which could cause actual results to differ materially from those contemplated in
these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results
Board committees
to differ materially from those expressed or implied include general economic conditions, the continued impact
AC
Audit Committee of the COVID-19 pandemic, changes in the regulatory environment, including with respect to immigration and
FC
Finance and Strategy Committee taxes, and the other factors discussed in our most recent Annual Report on Form 10-K and other filings with the
SEC. Cognizant undertakes no obligation to update or revise any forward-looking statements whether as a result
CC
Compensation and Human of new information, future events, or otherwise, except as may be required under applicable securities law.
Capital Committee
GC
Governance and Sustainability Committee