intuition
engineered®
Annual Report 2021
To our
shareholders
2 Cognizant Annual Report 2021
Over the past three years, we’ve evolved
multiple dimensions of Cognizant with the
aim of putting the company on a strong
growth trajectory. During 2021, we made
significant strategic, financial, commercial,
and operational progress toward that end.
We did so while navigating a protracted
COVID-19 pandemic and intensifying
competition for talent across the globe.
Among the signposts of progress, we can point to record
annual revenue and sustained commercial momentum,
with full-year bookings growth, fueled by digital services,
in the mid-teens for the second consecutive year. We
believe we’ve built the strongest portfolio of services in
our history by enhancing our digital capabilities through
organic investments and the completion of seven
acquisitions in 2021 designed to expand our talent and
capabilities in technologies of strategic importance to
our clients.
Our global delivery organization, which develops
industry-leading technology, infrastructure, and business
process solutions, maintained its commitment to clients
despite challenging labor market conditions.
During the year, in response to a continuing supply-
demand imbalance in key digital skills, we significantly
increased our recruiting capacity, launched a global
recruitment campaign, extended offers to more than
30,000 college graduates in India, and increased our
worldwide headcount by 14% year over year. We also
implemented a comprehensive program to support
our associates’ career growth and engagement. We
are resolved to make Cognizant the best place in the
industry to build a fulfilling career.
Cognizant Annual Report 2021 3
In addition, we enhanced our systems,
technology, and processes to keep pace with
the company’s evolution, while advancing our
work to become a sustainable business.
more agile, automated, and innovative,
and to respond to their customers’ and
employees’ expectations for highly
personalized experiences.
Returning to double-digit growth
This broad-based progress is the result of
our more than 330,000 talented, resourceful,
and dedicated associates who apply their
knowledge, in a variety of roles, to serve clients
with insight and compassion and help them
achieve their strategic ambitions.
Cognizant’s full-year 2021 revenue grew
11% year over year, or 10% year over year
in constant currency1 to $18.5 billion, our
strongest revenue growth since 2015.
Operating margin was 15.3% and adjusted
operating margin1 was 15.4%. Free cash flow1
was $2.2 billion.
In 2021, Cognizant returned $1.3 billion to
shareholders through share repurchases
and dividend payments. In February 2022,
we announced a 12% increase in our quarterly
cash dividend, the third consecutive
annual increase.
We held an investor briefing in November 2021
to discuss our progress executing our growth
strategy, our digital and international market
opportunity, and our plan for strengthening
the business. We provided multi-year financial
targets that included our expectation for
top-line momentum and margin expansion.
Executing a growth strategy
in a robust industry
We are executing well in a robust IT services
market with our capabilities in strong demand
as digital technologies move into the heart
of organizations’ operating models and
processes. Growing numbers of clients are
building digital operating models to become
We entered 2022 strategically well positioned
to capture a large, growing addressable
market, maintain commercial momentum,
and drive profitable revenue growth.
To that end we’re employing a flywheel
principle, steadily building momentum
through a self-reinforcing cycle of disciplined
actions that involve our strategy, portfolio,
partnerships, talent, and investments, with
each action building on previous work and
transferring momentum to the next outcome.
Our strategy shapes everything we do,
including our approach to talent and the
importance we place on having a compelling
purpose that answers a fundamental
question: Why do we do what we do?
For Cognizant, the answer is in our purpose
statement: We engineer modern businesses
to improve everyday life.
This statement clarifies why we’re in business
and conveys that our work with clients, who
are among the world’s largest enterprises,
helps improve life for people globally.
To gauge how well we’re living our purpose,
we’re striving to achieve our vision: To become
the preeminent technology services partner
to the Global 2000 C-suite. Our purpose,
vision, and values, which we refer to as
the Cognizant Agenda, are becoming as
ingrained as putting clients first and making
ethical choices.
Our strategy also defines what we choose not
to do. Accordingly, we’ve exited non-core parts
of our portfolio such as certain content-related
services, and deprioritized local commercial
business in non-strategic markets.
Executing this flywheel begins with the four
4 Cognizant Annual Report 2021
1 Constant currency revenue growth, adjusted operating margin and free cash flow are not measurements of financial
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.
Cognizant Annual Report 2021 5
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
organic investments and a strengthened
partner ecosystem, coupled with more
than $2.5 billion in acquisitions since 2019.
This shift to digital provides the breadth of
technical capabilities and skills needed to
help clients with their most strategic initiatives,
which include becoming modern businesses
that are engineered for continuous change
and operate with intelligent, automated
processes enabled by technology and data.
As a result, we’re engaging more deeply with
clients and driving additional business value
for them by, for example, advising on workflow
design and implementation and helping
them innovate faster to stay relevant to their
customers. This high-value work also helps us
attract and retain top talent and strengthens
our financial profile.
We expect an increasing percentage of our
total revenue to come from digital, which
grew 19% year over year and accounted for
44% of 2021 revenue. We believe digital can
become 55% to 60% of total revenue in the
next few years.
Globalizing Cognizant
A second strategic initiative is to globalize
Cognizant. The opportunity to scale our
international business is substantial. Therefore,
we’ve been increasing investment in key
geographic markets directed to acquisitions,
talent, sales, and marketing.
Globalizing
Cognizant
also requires
a global delivery
network that’s
robust and resilient to
ensure continuity of service
for clients. We continue to
complement our major delivery
centers in India, home to approximately
two-thirds of our associates, by expanding
our delivery capabilities across the world.
To reflect the way solutions are created today
in a rapid, iterative manner, we are increasing
our near-shore and onshore capabilities by
scaling global technology and service delivery
centers across the globe.
Increasing client relevance
To become ever more relevant to clients, our
third strategic initiative, we provide a strong,
industry-specific point of view and technology
consulting capability, demonstrate deep
knowledge of their pain points, processes,
and ambitions, and then sell, solution, and
deliver outcomes that solve their challenges
and help them become more successful.
In healthcare, for instance, our end-to-end
capabilities enable us to support clients
across the entire value chain—from strategy
and design through implementation
and optimization. Our leading products,
underpinned by our TriZetto software portfolio,
help organizations increase revenue growth,
4 Cognizant Annual Report 2021
1 Constant currency revenue growth, adjusted operating margin and free cash flow are not measurements of financial
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.
Cognizant Annual Report 2021 5
drive administrative efficiency, improve
the cost and quality of care, and enhance
the member and patient experience. This
capability is strengthened by our expertise
in consulting and technology services along
with our partner ecosystem.
In financial services, we draw on our
deep domain expertise and rich history in
application and data services to help clients
reimagine every aspect of their organization.
That can encompass everything from
hyper-personalized experiences across all
touchpoints, improved governance, risk,
and compliance processes enabled through
automation, and more resilient infrastructure
with cloud-based services and application
programming interfaces.
No matter the industry we work in, our
overriding aim is to contribute to the success
of our clients by listening to and co-innovating
with them, and by harnessing the domain
expertise of cross-industry teams to design
and build solutions and seamless customer
experiences that speed their transformations
to modern businesses.
Repositioning our brand
To help clients, prospects, partners, global
talent, and other stakeholders better
understand today’s Cognizant, we are
repositioning the company’s brand,
our fourth strategic initiative.
Throughout 2021 we invested in branding
and marketing, engaging audiences digitally
and experientially to drive higher levels of
familiarity, consideration, and relevance
through strategic sports sponsorships. These
sponsorships include serving as title partner
of the Aston Martin Formula One Team, global
partner of the PGA Tour’s Presidents Cup, title
partner of the LPGA Tour’s Founders Cup, and
Digital Transformation Partner of the global
racing championship SailGP.
In the
first quarter
of 2022, we
modernized and
reintroduced our brand
to mirror the company we’ve
become—a technology services
leader with world-class digital solutions
and talent. Our brand carries the tagline
intuition engineered. This is our promise to
engineer clients’ businesses so they can
anticipate and meet their customers’ needs
with the insight and speed of intuition.
We are taking a digital-first approach
to launching our repositioned brand and
reaching beyond our familiar technology
audience to the entire C-suite as well as
the next-generation of talent.
Building a diverse and
inclusive team
Along with activating a compelling purpose
to engage associates, we’ve intensified our
effort to build a workplace that is warm,
welcoming, and inclusive. Creating conditions
for everyone to thrive is one of our core values.
“Completely Cognizant” is our commitment
to advance diversity and inclusion across
our workplace as well as across our clients’
businesses, our partnerships, supply chains,
and communities in which we live and work.
We strive to foster a sense of belonging,
where all associates feel safe to bring their
whole selves to work and are motivated to
do their best work. This is not only the right
thing to do. It’s essential to building a world-
class, diverse and inclusive team and fostering
a high-performance culture.
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Cognizant Annual Report 2021 7
We are proud that Cognizant earned a
perfect score of 100 on the Human Rights
Campaign Foundation’s 2022 Corporate
Equality Index, the foremost benchmarking
report in the US measuring corporate
practices related to LGBTQ+ workplace
equality. We were also named to Fortune
magazine’s 2022 “World’s Most Admired
Company” list, ranking 5th among IT
Services companies, up from 10th in 2021.
We continue to increase the rigor with
which we attract, recruit, and retain talented
associates and support their development
and career growth. We are evolving our
recruiting and hiring practices to be more
inclusive. We designed the Cognizant
Returnship Program, a 12-week immersive
experience, to help those who’ve been
out of the technology workforce for two or
more years to restart their careers with us.
We’ve also intensified the company’s focus
on associate training, promotion cycles,
professional development, and total rewards.
In 2021, our associates completed over 20
million hours of learning and attended over
100,000 courses.
Prioritizing associate
health and safety
Throughout the pandemic, Cognizant has
prioritized the health and well-being of our
associates around the world. In April 2021,
as the second wave of COVID-19 gripped
India, we launched Operation C3
(Cognizant Combats COVID-19) to pull
together the resources available to us
to support our associates in India, their
dependents and communities.
We also recognize that the future of work
is about providing associates with choice
of location. So, we’ve developed a new
hybrid approach to working that will enable
associates to once again collaborate face-to-
face as teams in an office, while still enjoying
the flexibility of working from wherever they
work best.
Pursuing an ESG agenda
To best serve the interests of our stakeholders,
we are pursuing an environmental, social,
governance (ESG) agenda. In the 2020
Cognizant ESG report, we outlined our
approach to integrating ESG considerations
into our business strategy.
Our ESG commitment encompasses a focus
on climate, talent, diversity and inclusion, data
privacy and security. We’re making progress
on all fronts.
In an effort to help address the global climate
crisis, Cognizant took an important step
forward with our announcement last year of
our goal to achieve net zero greenhouse gas
emissions by 2030. We are making ongoing
investments in renewable energy while
increasing energy efficiency across our offices
and data centers globally. We will also extend
our expertise in cloud, IoT, and AI to help
Global 2000 clients meet their sustainability
goals and reduce their own carbon footprints.
Advancing economic mobility,
diversity, and inclusion
Cognizant has long been committed to social
responsibility though our associates’ unstinting
volunteer efforts across the world and through
the focused work of our Foundations.
Early last year, our company announced a
five-year $250 million initiative to advance
economic mobility, educational opportunity,
diversity, equity and inclusion, along with
health and well-being in communities
around the world. Since then, Cognizant
and our Foundations have expanded our
grant-making to organizations in the US,
UK, Canada, Australia, and Germany. These
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Cognizant Annual Report 2021 7
organizations are working to deliver industry-
relevant education, technical skills training
programs, and the critical research needed
to modernize the ways the workforce is
educated and employed.
So much more is expected of businesses
today, which must now respond to the larger
contexts in which they operate, whether
societal, environmental, technological,
economic, or geopolitical. The world’s
attention is on the escalating humanitarian
crisis in Ukraine, and our thoughts are with
all individuals and families who have suffered
because of this unjust war.
As a global company, we will always stand
with the right of people to choose a path
of self-determination and democracy. To
aid in the humanitarian relief efforts,
Cognizant contributed $1 million in grants to
several organizations that are delivering food,
water, shelter, healthcare, and economic
assistance across the region. Grants were
administered through the Cognizant
Technology Solutions Charitable Fund, a
donor-advised fund. We join the international
community in hoping that a path to lasting
peace can be found soon.
Demonstrating good governance
Transparency and disclosure are among the
good governance principles we’ve embedded
in our business. Running a responsible
business begins with our Board of Directors
and executive leadership team, which have
a close working relationship and together
champion the values and behaviors we stand
for. In keeping with our core values, one of
which is “do the right thing the right way,”
we expect all of our associates to uphold the
highest standards of ethical conduct.
Cognizant seeks to provide transparent and
effective communication to our investors,
and strives to be a trusted partner to all our
stakeholders. We received the top honor
for “Best Overall Corporate Disclosure” in
the 2021 US Transparency Awards, ranking
highest among S&P 250 publicly traded
companies by Labrador, an independent
agency specializing in corporate disclosure
documents and compliance communications.
We were also recognized for our proxy
statement, winning the Corporate
Governance 2021 Award for Best Proxy
Statement (large cap) from Corporate
Secretary, an independent platform
for governance experts. This award
acknowledges the completeness of
legal disclosures, the effectiveness of
communication elements, and timeliness
of filing.
Our associates have done a remarkable
job of meeting our promises to clients and
moving our company forward while working
remotely over the past two-plus years.
Because of how well they’ve been executing
our Cognizant Agenda and implementing our
growth strategy, clients, partners, and other
observers see a more focused, effective, and
competitive company taking shape.
Cognizant Annual Report 2021 9
Today’s Cognizant is a global leader in
technology services and business process
outsourcing that is playing a more strategic
role with clients and quickly evolving to a
trusted C-suite advisor. As I mark my third
anniversary leading Cognizant, I have
never been more optimistic about the
company’s prospects.
On behalf of everyone at Cognizant, we thank
you, our shareholders, for your continued trust
and support.
Brian Humphries
Chief Executive Officer
April 25, 2022
Cognizant Annual Report 2021 9
Act as if
on intuition
We engineer our clients’ businesses so they can
anticipate customer needs and act to meet them
with the speed and insight of human intuition.
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Cognizant Annual Report 2021 11
Intuition is a human phenomenon. It helps
us understand our world and respond more
effectively. Fueled with data, honed through
experience and enabled by the brain’s
enormous capacity for split-second processing,
intuition helps us gauge life’s variables and
act decisively. With intuition, we automatically
know the right move and make it fast.
Today, businesses are grappling with intricate complexity,
hard-to-predict changes and ceaseless uncertainty.
But there’s also unprecedented opportunity. To capitalize,
decisions must be made and time is always of the
essence. For organizations to remain relevant now and
into the future, we believe an intuition-like capacity is
more than desirable, it’s necessary. But how do you
infuse an organic human quality like that throughout
a global enterprise?
Thanks to recent gains in technology, companies
can balance human empathy and creativity with the
superhuman speed of machines, thereby extending
the capabilities of both. Processes can be reimagined,
experiences transformed and new paradigms conceived
and invented. Some say fortune favors the bold. But
to stay relevant, we believe the bold must anticipate
change and continuously adapt to it.
That’s intuition engineered.
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Cognizant Annual Report 2021 11
Intuitive operating models
help businesses sense
how the world is changing
and stay relevant by
changing with it.
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Cognizant Annual Report 2021 13
Intuitive operating models
help businesses sense
how the world is changing
and stay relevant by
changing with it.
Intuition improves the way humans interact with the
world—modern businesses can now harness it to
improve their operations. They are more responsive
to change because they’re powered by an intuitive
operating model. One in which intelligent and automated
processes are honed, illuminated by data and technology
that help the business see ahead and act ahead of time.
Primed for speed and geared for innovation, an intuitive
operating model makes it possible to sense what’s
coming, adapt at every level of the organization and
get ahead of inevitable shifts.
With an intuitive operating model, the modern business keeps
meeting needs, no matter how those needs might evolve. It can
stay relevant because every system makes the organization more
aware. Every employee has the insights to make better decisions.
Every experience is informed by real-time data, enabled by agile
processes and delivered with confidence. Whether a modern
business is grappling with the long tail of the COVID-19 pandemic,
rising temperatures and extreme weather events around the globe
or shifting customer expectations, it’s always ready to act.
However the world turns, modern
businesses will turn with it, acting
as if on intuition.
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Cognizant Annual Report 2021 15
Aston Martin Formula 1
Enhancing on-track know-how with
capabilities that enable the Aston
Martin team to anticipate and act,
instantaneously.
In a sport where milliseconds matter, a place on the
podium often rests on data—and the speed with which a
team can respond. In a year of change for Aston Martin,
we’re bringing the technology expertise necessary to create
a world-class AMF1 team that’s data-driven and designed
to come out ahead. Through our work with AMF1, we aim
to expand global fan base engagement, implement new
FIA Cost Cap measures and fulfill the team’s vision to be
world champions. In this initial year of our partnership, we
immersed ourselves in Aston Martin F1’s way of working,
which enabled us to recommend initiatives to advance
their mission. We are putting tools in place to track and
generate crucial vehicle and powertrain data to enable
more insight-driven decisions about the car, the driver, fan
engagement and all aspects of the racing environment.
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.
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KeyBank
A culture of innovation is enabled by
technology-driven shifts that keep
KeyBank ahead of client needs.
As a regional bank with a dedicated focus on the
changing needs of its customers, KeyBank sees itself as
not just a financial services company, but as a modern,
technology-driven organization with an innovator’s appetite
for digital. As such, the firm has accelerated its shift to an
open banking culture and prioritized automation to deliver
new and even more relevant capabilities to clients, through
and beyond the pandemic. As KeyBank’s primary digital
partner, we delivered open banking APIs that drive speed,
agility, security and efficiency for internal digital initiatives
as well as in those with KeyBank’s external fintech partners.
Through our automation efforts, KeyBank is now able to
streamline processes and respond faster to client requests,
helping the business operate with the speed and insight of
intuition.
Now, we’re planning to further enable the company’s
transformation by digitizing products, increasing their
digitally active customers to approximately 85%; by
driving remote self-service growth by more than 40%;
by automating front-to-back processes; and by migrating
more than half of the company’s application portfolio
to the cloud.
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18 Cognizant Annual Report 2021
Cognizant Annual Report 2021 19
Partnering with cloud
leaders to modernize
technology with
speed and insight
Intuition engineered is our promise to our
clients. It reflects our sharp focus on solving
their most pressing problems while driving the
end-to-end transformations that keep them
relevant—despite shifting customer behaviors
and preferences.
The ability to sense change and adapt operations
requires a differentiated ecosystem of partners and
dedicated expertise. Recognizing that cloud is the
foundation of modern IT environments and innovative
business models, we enhanced our partnerships with
world-leading hyperscalers and SaaS vendors to develop
and deliver industry-tuned cloud solutions that help our
clients drive maximum value from their investments.
We augment our vertical go-to-market approach with
dedicated business groups for Microsoft, Amazon Web
Services and Google. Along with our broad portfolio and
depth of knowledge across these in-demand technologies,
we’re helping clients get the full value of cloud-based
solutions. From cloud migration and data management
to application development and machine learning, we’re
engineering modern businesses to operate with the speed
and insight of intuition.
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Cognizant Annual Report 2021 19
Intuition at scale has the power
to improve everyday life
We can engineer it.
Our company is here to engineer modern businesses to improve everyday life. This is our purpose and
it inspires our perspective on the promise of technology in an increasingly interdependent and complex
world. Applied with intelligence and imagination, technology can be a tool that supports sustainability
efforts and enables the transition to a low carbon and highly inclusive economy. In other words, an
industrial world that is more intuitive and responsive to universal human needs.
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.
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Cognizant Annual Report 2021 21
Our ESG vision outlines our plan for a sustainable future: Use our
technologies, knowledge and partnerships to engineer new levels of
environmental and social benefits for our clients and communities.
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.
Diversity and Inclusion
Our D&I strategy—Completely Cognizant—helps ensure we’re building a diverse and inclusive
workforce that is both stronger and more satisfied. To realize our goal of creating a thriving,
multicultural, multigenerational and multitalented workforce, we are building a diverse talent pipeline,
providing continuous training, setting the tone of belonging at the top and calling out instances of
bias when we witness them. We support dedicated Affinity Groups, such as Women Empowered (WE),
Black, Latinx and Indigenous Group (BLING), Pan-Asian Group, Unite (for persons with disabilities and
their caretakers), Veterans Network, and Embrace (LGBTQ+), among others.
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Cognizant Annual Report 2021 21
Performance
During 2021, we meaningfully enhanced our digital portfolio, strengthened our
international presence, advanced our brand, and continued to invest in our talent
while helping our clients to be successful.
Improved financial results
$18.5B
Revenue
11.1 % growth Y/Y (as reported)
10.0% growth (constant currency)1
Balanced capital allocation
15.3%
15.4%
GAAP
Operating Margin
Adjusted
Operating Margin1
$1.3B Share Repurchases
and Dividends
$1.0B Capital Deployed
on Acquisitions
Strong cash generation
$2.5B
$2.2B
Cash Flow from
Operations
Free Cash
Flow1
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
Cognizant Annual Report 2021 23
GAAP
Operating Margin
Adjusted
Operating Margin1
Capital Deployed
on Acquisitions
Acquisitions
Devbridge uses collaborative techniques and
proprietary tools to deliver product design
and development, service design, software
engineering maturity, data strategy, and legacy
modernization for clients.
Magenic provides agile software and cloud
development, DevOps, experience design,
and advisory services. Its custom solutions
include re-architecting and migrating products
to cloud, building customer-facing web apps,
creating APIs, and designing secure payment
processing systems.
A Germany-based provider of digital
automotive engineering R&D for connected
vehicles, ESG Mobility provides services
across the automotive software stack with key
strengths in electrical and electronic systems
and connected vehicle applications, as well
as emerging capabilities for autonomous and
electric vehicles.
Servian is an enterprise transformation
consultancy based in Australia and New
Zealand providing services across data and
analytics, cloud infrastructure, DevOps, UI/UX,
customer engagement, cybersecurity, artificial
intelligence, and IoT. It also provides advisory
services to help organizations define and
execute their IT strategies.
A global industrial data and intelligence
company based in Ireland, TQS delivers
manufacturing data intelligence, global
technology consulting and digital systems
integration to help manufacturers accelerate
their digital transformations.
Hunter Technical Resources engineers specialize
in high-demand skills, including full stack
development, machine learning, DevOps,
systems architecture and data science.
Linium is a cloud transformation
consultancy group specializing in the
ServiceNow platform and solutions
for smart digital enterprise workflows.
It focuses on client engagements across
a variety of industries including telecom,
insurance, and technology.
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Cognizant Annual Report 2021 23
Recognition
Top Employers Institute 2021
Named a top employer across 17 countries
Forbes
Best Employers for Diversity
LinkedIn
2nd in Top Companies in India
A Leader in the Everest
Group PEAK Matrix®
Software Product Engineering
Services Assessment 2021
A Leader in the Gartner Magic Quadrant
for Data and Analytics Service Providers,
published 15 February 2021
A Leader in the IDC MarketScape
Worldwide Smart Manufacturing
Service Providers, 1 June 2021
A Leader in Everest Group PEAK Matrix®
Intelligent Process Automation (IPA)
Solution Provider
A Leader in the Forrester Wave™
Continuous Automation and
Testing Services, Q3 2021
24 Cognizant Annual Report 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2021
☐ 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
OR
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
13-3728359
(I.R.S. Employer
Identification No.)
300 Frank W. Burr Blvd.
Teaneck, New Jersey 07666
(Address of Principal Executive Offices including Zip Code)
Registrant’s telephone number, including area code: (201) 801-0233
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.01 par value
per share
CTSH
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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
☐ 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
☒ 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
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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.
The following documents are incorporated by reference into the Annual Report on Form 10-K: Portions of the registrant’s definitive Proxy Statement for its 2022 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Report.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
Item
GLOSSARY
PART I
1.
Business
1A. Risk Factors
1B. Unresolved Staff Comments
2.
3.
Properties
Legal Proceedings
4. Mine Safety Disclosures
PART II
PART III
PART IV
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
6.
[Reserved]
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8.
9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
15. Exhibits, Financial Statements Schedules
16. Form 10-K Summary
SIGNATURES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Page
1
3
3
12
19
19
19
19
20
20
21
22
37
38
38
38
39
39
40
40
40
40
40
40
41
41
43
44
F-1
Defined Term
10b5-1 Plan
10th Magnitude
2009 Incentive Plan
2017 Incentive Plan
GLOSSARY
Definition
Trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act
Pamlico 10th Magnitude Blocker LLC, now known as Cognizant 10th Magnitude Blocker, LLC
Cognizant Technology Solutions Corporation Amended and Restated 2009 Incentive
Compensation Plan
Cognizant Technology Solutions Corporation 2017 Incentive Award Plan
Adjusted Diluted EPS
Adjusted diluted earnings per share
AI
APA
ASC
ASR
ASU
Artificial Intelligence
Advance Pricing Agreement
Accounting Standards Codification
Accelerated Stock Repurchase
Accounting Standards Update
Bright Wolf
Bright Wolf, LLC
CC
Class Action Settlement
Loss
Constant Currency
Loss recorded in connection with the filing of a settlement agreement that resolved the
consolidated putative securities class action against us and certain of our former officers
CMT
Code
Code Zero
Communications, Media and Technology
The Code on Social Security, 2020
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
D&I
Devbridge
DevOps
DOJ
DSO
Our principal operating subsidiary in India
Diversity and Inclusion
Devbridge Group LLC
Agile relationship between development and IT operations
United States Department of Justice
Days Sales Outstanding
EI-Technologies
Entrepreneurs et Investisseurs Technologies SAS
EPS
ESG
ESG Mobility
EU
EVP
Earnings Per Share
Environmental, social and corporate governance
ESG Mobility GmbH
European Union
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
FCPA
FS
GAAP
HC
High Court
HR
Cognizant
Financial Accounting Standards Board
Foreign Corrupt Practices Act
Financial Services
Generally Accepted Accounting Principles in the United States of America
Healthcare
Madras High Court
Human Resources
1
December 31, 2021 Form 10-K
Hunter
Certain net assets of Hunter Technical Resources, LLC
Inawisdom
India Defined Contribution
Obligation
Inawisdom Limited
Certain statutory defined contribution obligations of employees and employers in India
India Tax Law
New tax regime enacted by the Government of India effective April 1, 2019
IP
IoT
IRS
IT
ITD
Lev
Linium
Magenic
MAT
Intellectual property
Internet of Things
Internal Revenue Service
Information Technology
Indian Income Tax Department
Levementum, LLC
The ServiceNow business of Ness Digital Engineering
Magenic Technologies, LLC
Minimum Alternative Tax
New Lease Standard
ASC Topic 842 “Leases”
New Signature
OECD
PSU
BSI Corporate Holdings, Inc.
Organization for Economic Co-operation and Development
Performance Stock Units
Purchase Plan
Cognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan, as amended
P&R
ROU
RSU
SaaS
Samlink
Samlink Impact
SCI
SEC
Products and Resources
Right of Use
Restricted Stock Units
Software as a service
Oy Samlink Ab
The reduction of revenue and accrual of expenses recorded in 2020 in connection with our
settlement offer to exit from a large customer engagement of our Samlink subsidiary
Supreme Court of India
United States Securities and Exchange Commission
Second Circuit
United States Court of Appeals for the Second Circuit
Servian
SEZ
SG&A
SVN HoldCo Pty Limited
Special Economic Zone
Selling, general and administrative
Syntel
Tax on Accumulated Indian
Earnings
Syntel Sterling Best Shores Mauritius Ltd.
The income tax expense related to the reversal of our indefinite reinvestment assertion on
Indian earnings accumulated in prior years
Tax Reform Act
Tax Cuts and Jobs Act
Term Loan
Third Circuit
Tin Roof
TQS
TriZetto
USDC-NJ
Unsecured term loan under the Credit Agreement
United States Court of Appeals for the Third Circuit
Tin Roof Software, LLC
TQS Integration Limited
The TriZetto Group, Inc., now known as Cognizant Technology Software Group, Inc.
United States District Court for the District of New Jersey
USDC-SDNY
United States District Court for the Southern District of New York
Cognizant
2
December 31, 2021 Form 10-K
Item 1. Business
Overview
PART I
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.
Our purpose, vision and values comprise the Cognizant Agenda.
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.
Cognizant
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December 31, 2021 Form 10-K
Our business segments are as follows:
Financial Services
(FS)
• Banking
• Insurance
Healthcare
(HC)
• Healthcare
• Life Sciences
Products and Resources
(P&R)
• Retail and Consumer Goods
• Manufacturing, Logistics,
Energy and Utilities
• Travel and Hospitality
Communications, Media and Technology
(CMT)
• Communications and Media
• Technology
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:
Revenues by business segment for 2021
Financial Services: 32.7%
Healthcare: 28.8%
Communication,
Media and
Technology: 15.4%
Products and
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.
Cognizant
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December 31, 2021 Form 10-K
Services and Solutions
Our services include digital services and solutions, consulting, application services, systems integration, infrastructure
services and business process services. Additionally, we develop, license, implement and support proprietary and third-party
software products and platforms. Central to our strategy to align with our clients’ need to modernize is our continued
investment in digital, with a focus on four key areas: IoT, digital engineering, data and cloud. These four capabilities enable
clients to put data at the core of their operations, improve the experiences they offer to their customers, tap into new revenue
streams, automate operations, defend against technology-enabled competitors and reduce costs. In many cases, our clients' new
digital systems are built on the backbone of their existing legacy systems, which can increase complexity and impact business
continuity. The COVID-19 pandemic accelerated our clients' need to modernize their businesses, which has led to increased
demand for digital capabilities such as mobile workplace solutions, e-commerce, automation, AI and cybersecurity services and
solutions. We believe our deep knowledge of our clients' infrastructure and systems provides us with a significant advantage as
we work with them to build new digital capabilities to make their operations more efficient, effective and modern. We deliver
all of our services and solutions across our four industry-based business segments to best address our clients' individual needs.
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.
Digital Business & Technology
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.
•
•
•
•
•
Digital Business Operations
Our Digital Business Operations practice helps clients build and run modern operating models that are adaptive, efficient,
and human-centric. We achieve this through two main vehicles – intelligent process automation and outsourced business
process services.
Our intelligent process automation advisory, implementation and managed services experts partner with clients to
transform end to end processes, design and manage the next-generation human and digital workforce, enable seamless
experiences for customers and employees, and achieve multi-fold productivity increases. Our outsourced business process
services help clients transform and run functions and industry-specific processes such as finance and accounting, omni-channel
customer care, loan origination, and pharmacovigilance. Outsourced services can help accelerate digital transformation and
deliver business outcomes including revenue growth, increased customer satisfaction and cost savings. For digital native clients
in areas such as FinTech, InsurTech and MedTech, our outsourced business process services deliver the operational support
needed to rapidly scale, innovate and capitalize on opportunities. Areas of focus within this practice are:
•
•
•
automation, analytics and consulting for business process outsourcing;
platform-based operations; and
core business process operations.
Cognizant
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December 31, 2021 Form 10-K
Global Delivery Model
We use a global delivery model, with delivery centers worldwide to provide our full range of services to our clients. Our
delivery model includes employees deployed at client sites, local or in-country delivery centers, regional delivery centers and
offshore delivery centers, as required to best serve our clients. As we scale our digital services and solutions, we are focused on
hiring in the United States and other countries where we deliver services to our clients to expand our in-country delivery
capabilities. Our extensive facilities, technology and communications infrastructure are designed to enable the effective
collaboration of our global workforce across locations and geographies.
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.
Cognizant
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December 31, 2021 Form 10-K
We balance the portion of our employees in the United States and other jurisdictions that rely on visas with consideration
of the needs of our business to fulfill client demand and risks to our business from potential changes in immigration laws and
regulations that may increase the costs associated with and ability to staff employees on visas to work in-country. Currently,
less than 50% of our employees in the United States hold H-1B and L-1 visas.
Engaging Our People
As a global professional services company, Cognizant competes on the basis of the knowledge, experience, insights, skills
and talent of its employees and the value they can provide to our clients. We aim for our employees to feel motivated, engaged,
and empowered to do their best work through careers they find meaningful. In a market where competition for skilled IT
professionals is intense, we focus on the following:
•
Engagement & Retention: 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.
Highlights from our D&I efforts include:
– Global D&I organization embedded within our HR function to drive accountability through our people
processes and systems;
– Global D&I training and programs, including allyship and inclusive mindset training for leaders;
– Progressive hiring policies, including a diverse candidate pipeline initiative to ensure a more diverse interview
slate at the Vice President level and above; and
– Seven global affinity groups that welcome, nurture and provide safe spaces in which our employees can share
their unique interests 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;
Cognizant
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December 31, 2021 Form 10-K
– An internal job moves initiative, launched in 2021, focused on encouraging high performing employees to find
their next job at Cognizant. This program is enhancing career velocity and bringing fresh thinking to our
clients as employees take on new lateral and next-level opportunities across the Company; and
– Continuously fostering a culture focused on recognition, Cognizant has created programs to reward all levels
of employees through both monetary recognition as well as peer driven non-monetary recognition.
•
Learning & 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
Cognizant
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December 31, 2021 Form 10-K
coverage in most countries. In the United States, we also provide access to third party mental health platforms,
including Ginger and eMindful; and
– The launch of Operation C3 in April 2021, as the second wave of the COVID-19 pandemic gripped India. This
initiative facilitated vaccination for our Indian employees and their dependents, and set up vaccination drives
across the country to help senior citizens, physically challenged dependents, and mothers with infants.
Operation C3 also provided critical medical equipment to hospitals, helped to boost oxygen supplies and more.
Governmental Regulation and Environmental Matters
As a result of the size, breadth and geographic diversity of our business, our operations are subject to a variety of laws and
regulations in the jurisdictions in which we operate, including with respect to import and export controls, temporary work
authorizations or work permits and other immigration laws, content requirements, trade restrictions, tariffs, taxation, anti-
corruption, the environment, government affairs, internal and disclosure control obligations, data privacy, intellectual property,
employee and labor relations. For additional information, see Part I, Item 1A. Risk Factors.
Information About Our Executive Officers
The following table identifies our current executive officers:
Name
Brian Humphries (1)
Jan Siegmund (2)
Robert Telesmanic (3)
John Kim(4)
Rebecca Schmitt (5)
Balu Ganesh Ayyar (6)
Gregory Hyttenrauch (7)
Ursula Morgenstern (8)
Rajesh Nambiar (9)
Age
48 Chief Executive Officer
57 Chief Financial Officer
Capacities in Which Served
55 Senior Vice President, Controller and Chief Accounting Officer
54 Executive Vice President, General Counsel, Chief Corporate Affairs
Officer and Secretary
48 Executive Vice President, Chief People Officer
60 Executive Vice President and President, Digital Operations
54 Executive Vice President and President, North America
56 Executive Vice President and President, Global Growth Markets
54 Executive Vice President and President, Digital Business and
Technology
Andrew Stafford (10)
57 Executive Vice President, Head of Global Delivery
In Current
Position Since
2019
2020
2017
2021
2020
2019
2021
2020
2021
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 &
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December 31, 2021 Form 10-K
Touche LLP. Mr. Telesmanic has a Bachelor of Science degree from New York University and an MBA degree from
Columbia University.
(4) John Kim has been our Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary since
March 2021. Previously, he served as our Senior Vice President and Deputy General Counsel, Global Commercial
Contracts. Prior to joining Cognizant in 2019, Mr. Kim held a variety of senior leadership roles at Capgemini from
January 2012 to November 2019, including Global Head of Big Deals. Prior to Capgemini, Mr. Kim served as U.S.
Counsel for WNS Global Services from July 2009 to June 2011 and held a variety of leadership roles at Cendant Travel
Distribution Services (now known as Travelport) from January 2001 to June 2006, including General Counsel and Chief
Compliance Officer. He holds a bachelor’s degree in English Literature from Columbia University and obtained his law
degree from Cornell Law School.
(5) Rebecca (Becky) Schmitt has been our Executive Vice President, Chief People Officer since February 2020. Prior to
joining Cognizant, Ms. Schmitt was the Chief People Officer of Sam’s Club, a division of Walmart, Inc. from October
2018 through January 2020. Prior to that, she served as SVP, Chief People Officer, US eCommerce & Corporate
Functions for Walmart from October 2016 through September 2018 and as VP, HR - Technology from February 2016
until October 2016. Prior to joining Walmart, Ms. Schmitt spent over 20 years with Accenture plc in various human
resources roles, culminating in her role as HR Managing Director, North America Business from March 2014 through
February 2016. Ms. Schmitt has a Bachelor of Arts degree from University of Michigan, Ann Arbor.
(6) Balu Ganesh Ayyar has been our Executive Vice President and President, Digital Operations since August 2019. Prior to
joining Cognizant, Mr. Ayyar was the CEO of Mphasis, a global IT services company listed in India, from 2009 to 2017.
Prior to Mphasis, Mr. Ayyar spent nearly two decades with Hewlett-Packard, holding a variety of leadership roles across
multiple geographies.
(7) Gregory Hyttenrauch has been our Executive Vice President and President, North America since January 2021. Prior to
that he served as our Executive Vice President and President, Cognizant Digital Systems & Technology from December
2019 to January 2021. Prior to joining Cognizant, Mr. Hyttenrauch served as Director, Global Cloud and Security
Services for Vodafone from October 2015 to November 2019. Prior to Vodafone, Mr. Hyttenrauch held a variety of senior
leadership positions at Capgemini from 2008 to 2015, including Deputy CEO, Global Infrastructure Services, and Global
Sales Officer and CEO of the UK and Nordic Outsourcing Business Unit. Before joining Capgemini, Mr. Hyttenrauch
held positions with CSC and EDS. He began his career with 13 years in the Canadian military, rising to the rank of
captain. Mr. Hyttenrauch holds a bachelor’s degree in Mechanical Engineering from the Royal Military College of Canada
and an MBA in International Management from the University of Ottawa.
(8) Ursula Morgenstern has been our Executive Vice President and President, Global Growth Markets, which covers all of
Cognizant’s markets outside of North America, since December 2020. Prior to joining Cognizant, Ms. Morgenstern spent
16 years with Atos, a multinational IT services and consulting company in various management roles from 2004 to 2020,
most recently as Head of Atos Central Europe from April 2020 to October 2020, CEO of Atos Germany from March 2018
to October 2020, and Global Head of Business and Platform Solutions from July 2015 to February 2018. Before Atos, Ms.
Morgenstern was a partner with KPMG from 1998 to 2002. Her other previous roles include General Manager of K&V
Information Systems from 1996 to 1998 and Project Manager for Kiefer & Veittinger from 1991 to 1996. She holds a
bachelor’s degree in Business Management from the University of Mannheim and an MBA from York University
(Toronto).
(9) Rajesh Nambiar has been our Executive Vice President and President, Digital Business and Technology and Chairman of
Cognizant India since June 2021. Previously, he served as our Executive Vice President and Chairman of Cognizant India.
Prior to joining Cognizant in November 2020, Mr. Nambiar served as Chairman and President of Ciena India from May
2019 to October 2020. Mr. Nambiar was General Manager and Global Leader of Application Services at IBM from
January 2017 to April 2019 and Managing Partner, Global Delivery and Services Integration Hub at IBM from January
2015 to December 2016. He held a variety of other senior leadership roles at IBM from November 2006 to December
2014. He began his career at Tata Consultancy Services where he worked for more than 17 years. Mr. Nambiar holds a
master’s degree in Statistics from the Indian Statistical Institute in Kolkata and is a graduate of Harvard Business School’s
Advanced Management Program.
(10) Andrew (Andy) Stafford has been our Head of Global Delivery since July 2020. Prior to joining Cognizant, he held a
variety of executive positions, including Group Chief Operating Officer of Computacenter PLC from July 2017 to
November 2018, and was Global Head of Services and Delivery for Unisys Inc. from April 2016 to May 2017. Mr.
Stafford also spent nearly two decades with Accenture, first from 1988 to 1997 and then again from 2005 to 2013, in
various leadership roles, the most recent being Senior Managing Director (Global Lead) from July 2012 to November
2013 and Managing Director of the Asia Pacific Region from 2009 to 2012. In between stints at Accenture, he was the
Chief Operating Officer at Xchanging from September 2001 to November 2003, Chief Technology Officer at Virgin.com
from September 2000 to March 2001, and he also spent time at Deloitte Consulting and Computacenter PLC. He holds a
bachelor's degree in Electrical Engineering and Electronics from the University of Manchester Institute of Science and
Technology in Manchester, England.
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December 31, 2021 Form 10-K
None of our executive officers is related to any other executive officer or to any of our Directors. Our executive officers
are appointed annually by the Board of Directors and generally serve until their successors are duly appointed and qualified.
Corporate History
We began our IT development and maintenance services business in early 1994 as an in-house technology development
center for The Dun & Bradstreet Corporation and its operating units. In 1996, we were spun-off from The Dun & Bradstreet
Corporation and, in 1998, we completed an initial public offering to become a public company.
Available Information
We make available the following public filings with the SEC free of charge through our website at www.cognizant.com as
soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC:
• our Annual Reports on Form 10-K and any amendments thereto;
• our Quarterly Reports on Form 10-Q and any amendments thereto; and
• our Current Reports on Form 8-K and any amendments thereto.
No information on our website is incorporated by reference into this Form 10-K or any other public filing made by us
with the SEC.
Item 1A. Risk Factors
We face various important risks and uncertainties, including those described below, that could adversely affect our
business, results of operations and financial condition and, as a result, cause a decline in the trading price of our common
stock.
Risks Related to our Business and Operations
Our results of operations could be adversely affected by economic and political conditions globally and in
particular in the markets in which our clients and operations are concentrated.
Global macroeconomic conditions have a significant effect on our business as well as the businesses of our clients.
Volatile, negative or uncertain economic conditions could cause our clients to reduce, postpone or cancel spending on projects
with us and could make it more difficult for us to accurately forecast client demand and have available the right resources to
profitably address such client demand. 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
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December 31, 2021 Form 10-K
•
•
•
offshore delivery operations for clients, as well as our in-country offices and offices of clients where our
employees may normally work, has impacted and may continue to impact our ability to deliver services to clients.
Our work-from-home arrangements for many of our employees may increase our exposure to security breaches or
cyberattacks. A significant worsening of the pandemic, particularly in India, or a future security incident during
the pandemic, could materially impair our ability to deliver services to clients to an extent that may have a
material adverse impact to our business, liquidity, results of operations and financial condition.
Increased costs – We could face increased costs in the future depending on developments relating to the
pandemic, including as a result of the resurgence or persistence of the COVID-19 pandemic and the emergence of
vaccine resistant strains of the virus.
Diversion of and strain on management and other corporate resources – Addressing the significant personal and
business challenges presented by the pandemic, including various business continuity measures and the need to
enable work-from-home arrangements for many of our employees, has demanded significant management time
and attention and strained other corporate resources, and is expected to continue to do so. Among other things, this
may adversely impact our client and associate development and our ability to execute our strategy and various
transformation initiatives.
Reduced employee morale and productivity – The significant personal and business challenges presented by a
pandemic, including the COVID-19 pandemic, such as the potentially life-threatening health risks to employees
and their families and friends, the closures of schools and the unavailability of various services our employees
may rely upon, such as childcare, have been and may be a cause of employee morale concerns and may adversely
impact employee productivity. It is important for key groups of our employees to resume regular face-to-face
collaboration, the absence of which can negatively impact client and employee engagement and development and
our ability to execute our strategy, and these employees may be unable to do so due to ongoing concerns of
infection.
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
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December 31, 2021 Form 10-K
competitive and appealing, it could have an adverse effect on engagement and retention, which may materially adversely affect
our business.
We face challenges related to growing our business organically as well as inorganically through acquisitions, and
we may not be able to achieve our targeted growth rates.
Achievement of our targeted growth rates requires continued significant organic growth of our business as well as
inorganic growth through acquisitions. To achieve such growth, we must, among other things, continue to significantly expand
our global operations, increase our product and service offerings, in particular with respect to digital, and scale our
infrastructure to support such business growth. Continued business growth increases the complexity of our business and places
significant strain on our management, 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
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December 31, 2021 Form 10-K
the cost to us of meeting performance standards or milestones, delay expected payments, subject us to potential damage claims
under the contract terms or harm our reputation. The use of new technologies in our offerings can expose us to additional risks
if those technologies fail to work as predicted, which could lead to cost overruns, project delays, financial penalties, or damage
to our reputation. Clients also often have the right to terminate a contract and pursue damages claims for serious or repeated
failure to meet these service commitments. Some of our contracts provide that a portion of our compensation depends on
performance measures such as cost-savings, revenue enhancement, benefits produced, business goals attained and adherence to
schedule. These goals can be complex and may depend on our clients’ actual levels of business activity or may be based on
assumptions that are later determined not to be achievable or accurate. As such, these provisions may increase the variability in
revenues and margins earned on those contracts and have in the past resulted, and could in the future, result in significant losses
on such contracts.
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
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December 31, 2021 Form 10-K
regulatory actions, client attrition due to reputational concerns or otherwise, containment and remediation expenses, and claims
brought by our clients or others for breaching contractual confidentiality and security provisions or data protection laws.
Monetary damages imposed on us could be significant and may impose costs in excess of insurance policy limits or not be
covered by our insurance at all. Techniques used by bad actors to obtain unauthorized access, disable or degrade service, or
sabotage systems continuously evolve and may not immediately produce signs of intrusion, and we may be unable to anticipate
these techniques or to implement adequate preventative measures. In addition, a security breach could require that we expend
substantial additional resources related to the security of our information systems, diverting resources from other projects and
disrupting our businesses. Any remediation measures that we have taken or that we may undertake in the future in response to
the security incident announced in April 2020 or other security threats may be insufficient to prevent future attacks.
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
Cognizant
16
December 31, 2021 Form 10-K
ability to staff projects, including as a result of visa application rejections and delays in processing applications, and
significantly increased costs for us in obtaining visas or as a result of prevailing wage requirements for our employees on visas.
For example, in the United States, the prior presidential administration adopted a number of policy changes and executive
orders designed to limit immigration and the ability of immigrants to be employed, including increased scrutiny of the issuance
of new and the renewal of existing H-1B visa applications and the placement of H-1B visa workers on third party worksites,
increases to the prevailing wage requirements that set a minimum level of compensation for visa holders and, for entities where
15% or more of the workers in the United States hold H-1B and L-1 visas, increases in the visa costs for such entities. While a
number of these policy changes and executive orders failed to be enforced or enacted into law, the current administration has
continued to explore visa and immigration reform. There continues to be political support for potential new laws and
regulations relating to visas or immigration and the implementation of these or similar measures in the future may have a
material adverse impact on companies like ours that have a substantial percentage of our employees on visas. Our principal
operating subsidiary in the United States utilizes a high number of skilled workers holding H-1B and L-1 visas and, as a result,
may be subject to increased costs if any such laws, regulations, policy changes or executive orders go into effect. In the EU,
many countries continue to implement new regulations to move into compliance with the EU Directive of 2014 to harmonize
immigration rules for intracompany transferees in most EU member states and to facilitate the transfer of managers, specialists
and graduate trainees both into and within the region. The changes have had significant impact on mobility programs and have
led to new notification and documentation requirements for companies sending employees to EU countries. Recent changes or
any additional adverse revisions to immigration laws and regulations in the jurisdictions in which we operate may cause us
delays, staffing shortages, additional costs or an inability to bid for or fulfill projects for clients, any of which could have a
material adverse effect on our business, results of operations and financial condition.
Legal, Regulatory and Legislative Risks
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.
Cognizant
17
December 31, 2021 Form 10-K
We commit significant financial and managerial resources to comply with our internal control over financial reporting
requirements, but we have in the past identified and may in the future identify material weaknesses or deficiencies in our
internal control over financial reporting that cause us to incur incremental remediation costs in order to maintain adequate
controls. For example, in recent years we had to spend significant resources on conducting an internal investigation and
cooperating with investigations by the DOJ and the SEC, both concluded in 2019, focused on whether certain payments relating
to Company-owned facilities in India were made in violation of the FCPA and other applicable laws.
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.
Cognizant
18
December 31, 2021 Form 10-K
Our business subjects us to considerable potential exposure to litigation and legal claims and could be materially
adversely affected if we incur legal liability.
We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time
in the conduct of our business. Our business is subject to the risk of litigation involving current and former employees, clients,
alliance partners, subcontractors, suppliers, competitors, shareholders, government agencies or others through private actions,
class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation. While we maintain
insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is
subject to various exclusions as well as caps on amounts recoverable.
Our 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 1B. Unresolved Staff Comments
None.
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 3. Legal Proceedings
See Note 15 to our consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
Cognizant
19
December 31, 2021 Form 10-K
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Our Class A common stock trades on the Nasdaq Stock Market under the symbol “CTSH”. 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.
Month
October 1, 2021 - October 31, 2021
November 1, 2021 - November 30, 2021
December 1, 2021 - December 31, 2021
Total
Total Number
of Shares
Purchased
Average
Price Paid
per Share
— $
179,882
619,075
798,957 $
—
79.56
82.91
82.16
Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or
Programs
Approximate
Dollar Value of Shares
that May Yet Be
Purchased under the
Plans or Programs
(in millions)
— $
179,882
619,075
798,957
2,185
2,171
2,119
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.
Cognizant
20
December 31, 2021 Form 10-K
Performance Graph
The following graph compares the cumulative total stockholder return on our Class A common stock with the cumulative
total return on the S&P 500 Index and the S&P 500 Information Technology Index for the period beginning December 31, 2016
and ending on the last day of our last completed fiscal year. The stock performance shown on the graph below is not indicative
of future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN(1)(2)
Among Cognizant, the S&P 500 Index and the S&P 500 Information Technology Index
Comparison of Cumulative Five Year Total Return
$500
$400
$300
$200
$100
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
S&P 500 Information Technology Index
Cognizant Technology Solutions Corporation
S&P 500 Index
Company / Index
Cognizant Technology Solutions Corp
S&P 500 Index
S&P 500 Information Technology Index
12/31/17
Base
Period
12/31/16
$ 100 $ 127.57 $ 115.25 $ 114.01 $ 152.69 $ 167.41
233.41
402.73
153.17
208.05
116.49
138.43
181.35
299.37
121.83
138.83
100
100
12/31/21
12/31/20
12/31/19
12/31/18
(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]
Cognizant
21
December 31, 2021 Form 10-K
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
Cognizant is one of the world’s leading professional services companies, 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.
2021 Financial Results
Revenue
Income from Operations
Operating Margin
Diluted EPS
GAAP
Adjusted
GAAP
Adjusted
GAAP
Adjusted
$16,652M
$18,507M
$2.83B
$2.85B
$2.39B
$2.11B
14.4%
12.7%
15.3%
15.4%
$3.42
$2.57
$4.05
$4.12
2020
2021
2020
2021
2020
2021
2020
2021
GAAP
Revenue up $1,855 million or
11.1% from 2020; 10.0% in
constant currency1
GAAP
Income from
Operations up
$712 million
or 33.7%
from 2020
Adjusted1
Income from
Operations up
$452 million
or 18.9%
from 2020
GAAP
Operating
margin up
260 bps from
2020
Adjusted1
Operating
margin up
100 bps from
2020
GAAP
Diluted EPS
up $1.48 or
57.6% from
2020
Adjusted1
Diluted EPS
up $0.70 or
20.5% from
2020
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.
Cognizant
22
December 31, 2021 Form 10-K
core IT systems. Our 2020 operating margins were adversely impacted by the decline in revenues brought on by the COVID-19
pandemic, the Samlink Impact and the April 2020 ransomware attack. Our 2020 GAAP operating margin was also negatively
impacted by costs related to our restructuring program that concluded at the end of 2020 and COVID-19 Charges.
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.
Cognizant
23
December 31, 2021 Form 10-K
impact of compensation increases on our operating margin, we may not be successful in fully recovering these increases, which
could adversely affect our profitability and operating margin.
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.
Environmental, Social and Corporate Governance
We believe environmental and social considerations are increasingly important to our clients and the talent we seek to
attract and retain. As a company committed to improving everyday life, ESG is an important part of our business and that of our
clients. Cognizant’s vision is to become the preeminent technology services provider to the leaders of the world’s Global 2000
companies. Our ESG program is designed to support that vision and aligns with our clients’ increasing focus on ESG. In 2021,
we took the following steps to advance our ESG agenda:
•
•
•
•
•
In February 2021, we announced an initiative to advance economic mobility, educational opportunity,
diversity, equity, and inclusion, and health and well‑being in communities around the world through new
philanthropic funding and in-kind contributions;
In April 2021, as the second wave of the COVID-19 pandemic gripped India, we launched Operation C3.
This initiative facilitated vaccination for our Indian employees and their dependents, and set up vaccination
drives across the country to help senior citizens, physically challenged dependents, and mothers with infants.
Operation C3 also provided critical medical equipment to hospitals, helped to boost oxygen supplies and
more;
In June 2021, we issued our first ESG report with assured greenhouse gas emissions data;
In October 2021, we announced our commitment to achieve net zero emissions by 2030. This pledge calls for
reducing emissions by 50% from the Company's global operations and supply chain by 2030, and by 90% by
2040; and
In October 2021, we launched “All Belong,” an initiative led by our executive committee and global D&I
team designed to strengthen employee engagement, showcase our affinity groups, and recognize employees
who exemplify inclusion.
Cognizant
24
December 31, 2021 Form 10-K
Results of Operations
For a discussion of our results of operations for the year ended December 31, 2019, including a year-to-year comparison
between 2020 and 2019, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report Form 10-K for the year ended December 31, 2020.
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:
(Dollars in millions, except per share data)
Revenues
Cost of revenues(1)
Selling, general and administrative expenses(1)
Restructuring charges
Depreciation and amortization expense
Income from operations
Other income (expense), net
Income before provision for income taxes
Provision for income taxes
Income (loss) from equity method investments
Net income
Diluted EPS
Other Financial Information 3
Adjusted Income From Operations and Adjusted
Operating Margin
Adjusted Diluted EPS
% of
Revenues
100.0
62.7
18.9
—
3.1
15.3
15.3
11.5
15.4
2021
$ 18,507
11,604
3,503
—
574
2,826
1
2,827
(693)
3
2,137
4.05
$
$
$
$
2,846
4.12
% of
Increase / Decrease
2020
$ 16,652
10,671
3,100
215
552
2,114
(18)
2,096
(704)
—
1,392
2.57
$
$
$
$
2,394
3.42
Revenues
100.0
64.1
18.6
1.3
3.3
12.7
12.6
8.4
14.4
$
$ 1,855
933
403
(215)
22
712
19
731
11
3
745
1.48
$
$
%
11.1
8.7
13.0
(100.0)
4.0
33.7
(105.6)
34.9
(1.6)
*
53.5
57.6
$
$
452
0.70
18.9
20.5
(1)
*
Exclusive of depreciation and amortization expense.
Not meaningful
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.
Cognizant
25
December 31, 2021 Form 10-K
Revenues - Reportable Business Segments
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:
Dollars in millions
North America
United Kingdom
Continental Europe
Europe - Total
Rest of World
Total
Dollars in millions
North America
United Kingdom
Continental Europe
Europe - Total
Rest of World
Total
Financial Services
Increase / (Decrease)
$
191
84
116
200
39
430
%
CC %4
4.8
18.1
18.4
18.3
7.6
7.6
4.4
12.5
14.4
13.6
5.2
6.3
Healthcare
Increase / (Decrease)
$
390
11
43
54
41
485
%
CC %4
9.3
7.0
9.9
9.1
51.3
10.0
9.3
2.3
7.0
5.7
50.9
9.6
Revenues
$ 4,571
168
477
645
121
$ 5,337
Products and Resources
Communications, Media and Technology
Increase / (Decrease)
Increase / (Decrease)
$
287
100
126
226
67
580
%
10.8
27.0
30.5
28.8
25.6
15.7
CC %4
10.5
19.0
25.7
22.5
22.7
13.9
Revenues
$ 1,924
456
158
614
305
$ 2,843
$
187
112
(19)
93
80
360
%
10.8
32.6
(10.7)
17.9
35.6
14.5
CC %4
10.7
26.1
(14.5)
12.3
34.3
13.2
Revenues
$ 4,204
547
745
1,292
555
$ 6,051
Revenues
$ 2,937
471
539
1,010
329
$ 4,276
Financial Services - revenues increased 7.6%, or 6.3% on a constant currency basis4
$5,621M
$6,051M
Banking
é $307M
Insurance
é $123M
2020
2021
Revenue growth in this segment benefited from the 2020
Samlink Impact, which contributed approximately 220 basis
points to our 2021 revenue growth, recently completed
acquisitions and the negative impact on 2020 revenues of the
COVID-19 pandemic. Revenue growth also reflects
the
growing demand for our digital services partially offset by
clients' continued focus on cost optimization of supporting their
legacy systems and operations. Revenues from clients added,
including those related to acquisitions, since December 31,
2020 were $77 million.4
Healthcare - revenues increased 10.0%, or 9.6% on a constant currency basis4
Revenue growth among our life sciences clients was driven
by increased demand for our services among pharmaceutical
companies while revenue growth among our healthcare
customers benefited from increased demand by health
insurance customers for our integrated software solutions.
Additionally, revenue growth reflected the negative impact
on 2020 revenues of the COVID-19 pandemic. Revenues
from clients added since December 31, 2020 were $45
million.
$4,852M
$5,337M
2020
2021
Healthcare
é $231M
Life Sciences é $254M
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.
Cognizant
26
December 31, 2021 Form 10-K
Products and Resources - revenues increased 15.7%, or 13.9% on a constant currency basis5
$4,276M
$3,696M
Manufacturing, Logistics,
Energy and Utilities
é
$383M
Retail and Consumer
Goods
é
$155M
2020
2021
Travel and Hospitality
é $42M
Revenues from our manufacturing, logistics, energy and
utilities clients benefited from our clients' adoption and
integration of digital technologies. Revenue growth in this
segment included approximately 500 basis points related to
recently completed acquisitions. Additionally, revenue growth
reflected the negative impact of the COVID-19 pandemic on
our 2020 revenue in this segment. Revenues from clients
added,
since
related
December 31, 2020 were $113 million.5
to acquisitions,
including
those
Communications, Media and Technology - revenues increased 14.5%, or 13.2% on a constant currency basis5
Revenues reflected growing demand from our technology
clients for services related to digital content, primarily driven
by our largest clients in this segment, and were negatively
impacted by 190 basis points due to our exit from certain
content-related services. Revenue growth in this segment
included approximately 650 basis points related to recently
completed acquisitions and also reflected the negative impact
to our 2020 revenue of the COVID-19 pandemic. Revenues
from clients added, including those related to acquisitions,
since December 31, 2020 were $106 million.
$2,483M
$2,843M
Communications
and Media
é
$150M
Technology
é $210M
2020
2021
Revenues - Geographic Markets
Revenues of $18,507 million by geographic market were as follows for the year ended December 31, 2021:
$1,310M
$1,919M
$1,642M
$13,636M
NA
UK
CE
RoW
2021 as compared to 2020
Increase / (Decrease)
(Dollars in millions)
North America
United Kingdom
Continental Europe
Europe - Total
Rest of World
Total revenues
$
$ 1,055
307
266
573
227
$ 1,855
%
8.4
23.0
16.1
19.2
21.0
11.1
CC %5
8.2
16.6
12.2
14.2
18.8
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.
Cognizant
27
December 31, 2021 Form 10-K
Cost of Revenues (Exclusive of Depreciation and Amortization Expense)
$10,671M
$11,604M
64.1%
62.7%
2020
2021
é $933M
ê
1.4% as a % of
revenue
¡ % of Revenues
Our cost of revenues consists primarily of salaries, incentive-
based compensation, stock-based compensation expense,
employee benefits, project-related immigration and travel for
technical personnel, subcontracting and equipment costs
relating to revenues. The decrease in cost of revenues, as a
percentage of revenues, was due primarily to savings from the
implementation of the delivery cost optimization initiatives of
our 2020 Fit for Growth Plan, the adverse Samlink Impact in
2020, a decrease in travel and entertainment costs as a result of
a reduction in travel due to the COVID-19 pandemic as well as
the negative impact on our 2020 results from the pandemic and
the April 2020 ransomware attack, partially offset by increased
subcontractor and compensation costs as a
result of
significantly elevated employee attrition levels.
SG&A Expenses (Exclusive of Depreciation and Amortization Expense)
immigration,
SG&A expenses consist primarily of salaries, incentive-based
compensation, stock-based compensation expense, employee
travel, marketing, communications,
benefits,
management, finance, administrative and occupancy costs. The
increase, as a percentage of revenues, was due primarily to
investments intended to drive and support organic revenue
growth, including additions to our sales organization and
initiatives to reposition our brand, as well as increased costs as
a result of our recently completed acquisitions and costs related
to the modernization of our core IT systems, partially offset by
a reduction in expenses attributable to the COVID-19 pandemic
and the April 2020 ransomware attack.
Depreciation and Amortization Expense
$3,100M
$3,503M
18.6%
18.9%
2020
2021
é $403M
é
0.3% as a %
of revenue
¡ % of Revenues
Depreciation and amortization expense increased by 4.0% during 2021 as compared to 2020 primarily due to amortization
of intangibles from recently completed acquisitions.
Operating Margin and Adjusted Operating Margin6 - Overall
Operating Income and
Margin
Adjusted Operating
Income and Margin
$2,826M
$2,846M
$2,394M
$2,114M
12.7%
15.3%
14.4%
15.4%
2020
2021
2020
2021
Our 2021 GAAP and Adjusted Operating Margins6 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
and
compensation costs as a result of significantly elevated
employee attrition and costs related to the modernization of
our core IT systems. Our 2020 operating margins were
adversely impacted by the decline in revenues brought on by
the COVID-19 pandemic, the Samlink Impact and the April
2020 ransomware attack. Our 2020 GAAP operating margin
was also negatively impacted by costs related to our
restructuring program that concluded at the end of 2020 and
COVID-19 Charges.
subcontractor
acquisitions,
increased
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.
Cognizant
28
December 31, 2021 Form 10-K
Excluding the impact of applicable designated cash flow hedges, the appreciation of the Indian rupee against the U.S.
dollar negatively impacted our operating margin by approximately 5 basis points in 2021, while in 2020 the depreciation of the
Indian rupee against the U.S. dollar positively impacted our operating margin by approximately 92 basis points. Each additional
1.0% change in exchange rate between the Indian rupee and the U.S. dollar will have the effect of moving our operating margin
by approximately 18 basis points, excluding the impact of our cash flow hedges.
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.
We finished the year ended December 31, 2021 with
approximately 330,600 employees as compared to 289,500
employees for the year ended December 31, 2020. Annualized
attrition, including both voluntary and involuntary, was
approximately 34.6% for the three months ended December 31,
2021. Attrition, including both voluntary and involuntary, was
approximately 30.8% for the year ended December 31, 2021.
In 2021, voluntary attrition was significantly elevated and
constituted the vast majority of our attrition for the period. By
comparison, voluntary attrition in the year ended December 31,
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.
Attrition in all periods presented is weighted towards our more
junior level employees.
Segment Operating Profit
34.6%
30.8%
20.6%
19.0%
Q4 2020*
Q4 2021*
FY 2020
FY 2021
* Annualized attrition
Segment operating profit and operating margin percentage were as follows:
Financial Services
Healthcare
Products and Resources
CMT
$1,449M
$1,740M
$1,383M
$1,551M
$1,078M
$1,325M
25.8%
2020
28.8%
2021
28.5%
2020
29.1%
2021
29.2%
2020
31.0%
2021
$794M
32.0%
2020
$941M
33.1%
2021
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:
(Dollars in millions)
Total segment operating profit
Less: unallocated costs
Income from operations
2021
% of
Revenues
2020
% of
Revenues
Increase /
(Decrease)
$
5,557
30.0 $
4,704
28.2 $
2,731
2,590
$
2,826
15.3 $
2,114
12.7 $
853
141
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.
Cognizant
29
December 31, 2021 Form 10-K
Other Income (Expense), Net
Total other income (expense), net consists primarily of foreign currency exchange gains and losses, interest income and
interest expense. The following table sets forth total other income (expense), net for the years ended December 31:
(in millions)
Foreign currency exchange (losses)
Gains (losses) on foreign exchange forward contracts not designated as hedging
instruments
Foreign currency exchange (losses), net
Interest income
Interest expense
Other, net
Total other income (expense), net
$
2021
2020
Increase /
Decrease
$
(33)
$
(53)
$
13
(20)
30
(9)
—
1
(63)
(116)
119
(24)
3
$
(18)
$
20
76
96
(89)
15
(3)
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.
Provision for Income Taxes
$704M
33.6%
$693M
24.5%
ê $11M
¡ Effective Income Tax
Rate ê 9.1%
The effective tax rate decreased primarily as a result of:
• our decision in 2020 to reverse our indefinite reinvestment
assertion on Indian earnings accumulated in prior years
which resulted in a $140 million Tax on Accumulated
Indian Earnings recorded as income tax expense in 2020;
• the 2020 Samlink Impact, which was not deductible for tax
2020
2021
purposes;
• the discrete benefit in 2021 of the settlement of the IRS
examination for tax years 2012 through 2016 as described
in Note 11 to our consolidated financial statements; and
• lower non-deductible foreign currency exchange losses in
our consolidated statement of operations in 2021.
Net Income
The increase in net income was driven by higher income from
operations and lower foreign currency exchange losses,
partially offset by lower interest income.
$1,392M
8.4%
$2,137M
11.5%
2020
2021
é $745M
¡ % of
Revenues
Non-GAAP Financial Measures
Portions of our disclosure include non-GAAP financial measures. These non-GAAP financial measures are not based on
any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial
measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other
companies. In addition, these non-GAAP financial measures should be read in conjunction with our financial statements
Cognizant
30
December 31, 2021 Form 10-K
prepared in accordance with GAAP. The reconciliations of our non-GAAP financial measures to the corresponding GAAP
measures, set forth below, should be carefully evaluated.
Our non-GAAP financial measures, Adjusted Operating Margin, Adjusted Income From Operations and Adjusted Diluted
EPS exclude unusual items. Additionally, Adjusted Diluted EPS excludes net non-operating foreign currency exchange gains or
losses and the tax impact of all the applicable adjustments. The income tax impact of each item is calculated by applying the
statutory rate and local tax regulations in the jurisdiction in which the item was incurred. Constant currency revenue growth is
defined as revenues for a given period restated at the comparative period’s foreign currency exchange rates measured against
the comparative period's reported revenues. Free cash flow is defined as cash flows from operating activities net of purchases of
property and equipment.
We believe providing investors with an operating view consistent with how we manage the Company provides enhanced
transparency into our operating results. For our internal management reporting and budgeting purposes, we use various GAAP
and non-GAAP financial measures for financial and operational decision-making, to evaluate period-to-period comparisons, to
determine portions of the compensation for our executive officers and for making comparisons of our operating results to those
of our competitors. Therefore, it is our belief that the use of non-GAAP financial measures excluding certain costs provides a
meaningful supplemental measure for investors to evaluate our financial performance. We believe that the presentation of our
non-GAAP financial measures 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:
(Dollars in millions, except per share data)
GAAP income from operations and operating margin
Class Action Settlement Loss (1)
Realignment charges (2)
2020 Fit for Growth Plan restructuring charges (3)
COVID-19 Charges (4)
2021
% of
Revenues
2020
% of
Revenues
$
2,826
15.3 %
$
2,114
12.7 %
20
—
—
—
0.1
—
—
—
—
42
173
65
—
0.3
1.0
0.4
Adjusted Income From Operations and Adjusted Operating Margin
2,846
15.4
2,394
14.4
GAAP diluted EPS
Effect of above adjustments, pre-tax
Effect of non-operating foreign currency exchange losses (gains),
pre-tax (5)
Tax effect of above adjustments (6)
Tax on Accumulated Indian Earnings (7)
Adjusted Diluted EPS
Net cash provided by operating activities
Purchases of property and equipment
Free cash flow
$
$
$
4.05
0.04
0.03
—
—
4.12
2,495
(279)
$
2.57
0.52
0.22
(0.15)
0.26
3.42
3,299
(398)
$
$
$
2,216
$
2,901
(1)
(2)
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.
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.
Cognizant
31
December 31, 2021 Form 10-K
(3)
(4)
(5)
As part of our 2020 Fit for Growth plan, during 2020, we incurred certain employee separation, employee retention
and facility exit costs and other charges. See Note 4 to our consolidated financial statements for additional information.
During 2020, we incurred costs in response to the COVID-19 pandemic including a one-time bonus to our employees
at the designation of associate and below in both India and the Philippines, certain costs to enable our employees to
work remotely and costs to provide medical staff and extra cleaning services for our facilities. Most of the costs related
to the pandemic are reported in "Cost of revenues" in our consolidated statement of operations.
Non-operating foreign currency exchange gains and losses, inclusive of gains and losses on related foreign exchange
forward contracts not designated as hedging instruments for accounting purposes, are reported in "Foreign currency
exchange gains (losses), net" in our consolidated statements of operations.
(6)
Presented below are the tax impacts of each of our non-GAAP adjustments to pre-tax income:
(in millions)
Non-GAAP income tax benefit (expense) related to:
Class Action Settlement Loss
Realignment charges
2020 Fit for Growth Plan restructuring charges
COVID-19 Charges
Foreign currency exchange gains and losses
For the years ended December 31,
2021
2020
$
6 $
—
—
—
(5)
—
11
45
17
6
(7)
In 2020, we reversed our indefinite reinvestment assertion on Indian earnings accumulated in prior years and recorded
$140 million in income tax expense.
Liquidity and Capital Resources
Cash generated from operations has historically been our primary source of liquidity to fund operations and investments to
grow our business. As of December 31, 2021, we had cash, cash equivalents and short-term investments of $2,719 million.
Additionally, as of December 31, 2021, we had available capacity under our credit facilities of approximately $1,925 million.
The following table provides a summary of our cash flows for the years ended December 31:
(in millions)
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Other Cash Flow Information7
Free cash flow
Operating activities7
2021
2020
Increase /
Decrease
$
2,495 $
(2,164)
(1,203)
3,299 $
(1,238)
(2,009)
(804)
(926)
806
2,216
2,901
(685)
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.
Cognizant
32
December 31, 2021 Form 10-K
Financing activities
The decrease in cash used in financing activities in 2021 compared to 2020 is primarily due to lower repurchases of
common stock in 2021.
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.
Capital Allocation Framework
$3,224M
$1,123M
$1,621M
$2,250M
$970M
$771M
$480M
$509M
2020
2021
the potential
Our capital allocation framework anticipates the deployment of
approximately 50% of our free cash flow8 for acquisitions,
25% for share repurchases and 25% for dividend payments.
We review our capital allocation framework on an ongoing
impacts of COVID-19
basis, considering
pandemic, our financial performance and liquidity position,
investments required to execute our strategic plans and
initiatives, acquisition opportunities, the economic outlook,
regulatory changes and other relevant factors. As these factors
may change over time, the actual amounts expended on stock
repurchase activity, dividends, and acquisitions, if any, during
any particular period cannot be predicted and may fluctuate
from time to time.
Acquisitions
Share Repurchases
Dividend payments
Other Liquidity and Capital Resources Information
We seek to ensure that our worldwide cash is available in the locations in which it is needed. As part of our ongoing
liquidity assessments, we regularly monitor the mix of our domestic and international cash flows and cash balances. We
evaluate on an ongoing basis what portion of the non-U.S. cash, cash equivalents and short-term investments is needed locally
to execute our strategic plans and what amount is available for repatriation back to the United States.
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.
Cognizant
33
December 31, 2021 Form 10-K
Critical Accounting Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our accompanying
consolidated financial statements that have been prepared in accordance with GAAP. We base our estimates on historical
experience, current trends and on various other assumptions that are believed to be relevant at the time our consolidated
financial statements are prepared. We evaluate our estimates on a continuous basis. However, the actual amounts may differ
from the estimates used in the preparation of our consolidated financial statements.
We believe the following accounting estimates are the most critical to aid in fully understanding and evaluating our
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.
Cognizant
34
December 31, 2021 Form 10-K
We estimate the fair value of our reporting units using a combination of an income approach, utilizing a discounted cash
flow analysis, and a market approach, using market multiples. Under the income approach, we estimate projected future cash
flows, the timing of such cash flows and long-term growth rates, and determine the appropriate discount rate that reflects the
risk inherent in the projected future cash flows. The discount rate used is based on a market participant weighted-average cost
of capital and may be adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related
to the reporting unit’s ability to execute on the projected future cash flows. Under the market approach, we estimate fair value
based on market multiples of revenues and earnings derived from comparable publicly-traded companies with characteristics
similar to the reporting unit. The estimates used to calculate the fair value of a reporting unit change from year to year based on
operating results, market conditions and other factors. Changes in these estimates and assumptions could materially affect the
determination of fair value for each reporting unit.
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.
Recently Adopted and New Accounting Pronouncements
See Note 1 to our consolidated financial statements for additional information.
Forward Looking Statements
The statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements
(within the meaning of Section 21E of the 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;
Cognizant
35
December 31, 2021 Form 10-K
•
•
•
•
•
•
•
•
•
•
our ability to meet specified service levels or milestones required by certain of our contracts;
intense and evolving competition and significant technological advances that our service offerings must keep pace with
in the rapidly changing markets we compete in;
legal, reputation and financial risks if we fail to protect client and/or our data from security breaches and/or cyber
attacks;
the effectiveness of our risk management, business continuity and disaster recovery plans and the potential that our
global delivery capabilities could be impacted;
restrictions on visas, in particular in the United States, United Kingdom and EU, or immigration more generally or
increased costs of such visas or the wages we are required to pay employees on visas, which may affect our ability to
compete for and provide services to our clients;
risks related to anti-outsourcing legislation, if adopted, and negative perceptions associated with offshore outsourcing,
both of which could impair our ability to serve our clients;
risks and costs related to complying with numerous and evolving legal and regulatory requirements and client
expectations in the many jurisdictions in which we operate;
potential changes in tax laws, or in their interpretation or enforcement, failure by us to adapt our corporate structure
and intercompany arrangements to achieve global tax efficiencies or adverse outcomes of tax audits, investigations or
proceedings;
potential exposure to litigation and legal claims in the conduct of our business; and
the factors set forth in Part I, in the section entitled “Item 1A. Risk Factors” in this report.
You are advised to consult any further disclosures we make on related subjects in the reports we file with the SEC,
including this report in the sections titled “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors” and “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
Cognizant
36
December 31, 2021 Form 10-K
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
We are exposed to foreign currency exchange rate risk in the ordinary course of doing business as we transact or hold a
portion of our funds in foreign currencies, particularly the Indian rupee. Accordingly, we periodically evaluate the need for
hedging strategies, including the use of derivative financial instruments, to mitigate the effect of foreign currency exchange rate
fluctuations and expect to continue to use such instruments in the future to reduce foreign currency exposure to changes in the
value of certain foreign currencies. All hedging transactions are authorized and executed pursuant to regularly reviewed policies
and procedures.
Revenues from our clients in the United Kingdom, Continental Europe and Rest of World represented 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:
2022
2023
Total
Notional Value
(in millions)
Weighted Average
Contract Rate (Indian
rupee to U.S. dollar)
$
$
1,643
880
2,523
78.7
80.9
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.
Interest Rate Risk
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%
Cognizant
37
December 31, 2021 Form 10-K
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. Thus, our debt exposes us
to market risk from changes in interest rates. We performed a sensitivity analysis to determine the effect of interest rate
fluctuations on our interest expense. A 10.0% change in interest rates, with all other variables held constant, would have an
immaterial effect on our reported interest expense.
Information provided by the sensitivity analysis of foreign currency risk and interest rate risk does not necessarily
represent the actual changes that would occur under normal market conditions.
Item 8. Financial Statements and Supplementary Data
The financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. A
list of the financial statements filed herewith is found in Part IV, “Item 15. Exhibits, Financial Statements and Financial
Statement Schedule.”
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our chief executive officer and our chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) as of December 31, 2021. Based on this evaluation, our chief
executive officer and our chief financial officer concluded that, as of December 31, 2021, our disclosure controls and
procedures were effective.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended) that occurred during the fiscal quarter ended December 31, 2021 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Responsibility for Financial Statements
Our management is responsible for the integrity and objectivity of all information presented in this annual report. The
consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United
States of America and include amounts based on management’s best estimates and judgments. Management believes the
consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly
represent the Company’s financial position and results of operations.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with
the Company’s independent registered public accounting firm and representatives of management to review accounting,
financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort.
Cognizant
38
December 31, 2021 Form 10-K
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as
amended, and is a process designed by, or under the supervision of, our chief executive and chief financial officers and effected
by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:
•
•
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial statements.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 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.
Inherent Limitations of Internal Controls
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Cognizant
39
December 31, 2021 Form 10-K
Item 10. Directors, Executive Officers and Corporate Governance
PART III
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 11. Executive Compensation
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 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.
Item 14. Principal Accountant Fees and Services
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.
Cognizant
40
December 31, 2021 Form 10-K
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
(1) Consolidated Financial Statements.
Reference is made to the Index to Consolidated Financial Statements on Page F-1.
(2) Consolidated Financial Statement Schedule.
Reference is made to the Index to Financial Statement Schedule on Page F-1.
(3) Exhibits.
Schedules other than as listed above are omitted as not required or inapplicable or because the required information is
provided in the consolidated financial statements, including the notes thereto.
EXHIBIT INDEX
Number
3.1
3.2
4.1
4.2
10.1†
10.2†
10.3†
10.4†
10.5†
10.6†
10.7†
Exhibit Description
Restated Certificate of Incorporation, dated
June 5, 2018
Amended and Restated Bylaws, as adopted
on September 24, 2018
Specimen Certificate for shares of Class A
common stock
Description of Capital Stock
Form of Indemnification Agreement for
Directors and Officers
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
Offer Letter, by and between the Company
and Brian Humphries, acknowledged and
agreed November 30, 2018
Offer Letter, by and between the Company
and Jan Siegmund, acknowledged and
agreed July 8, 2020
Offer Letter, by and between the Company
and Becky Schmitt, acknowledged and
agreed November 26, 2019
Offer Letter, by and between the Company
and Rajesh Nambiar, acknowledged and
agreed September 16, 2020
2004 Employee Stock Purchase Plan (as
amended and restated effective as of January
1, 2022)
Incorporated by Reference
Form
File No.
Exhibit
Date
Filed or Furnished
Herewith
8-K
000-24429
3.1
6/7/2018
8-K
000-24429
3.1
9/20/2018
S-4/A 333-101216
10-K
000-24429
4.2
4.2
1/30/2003
2/14/2020
10-Q
000-24429 10.1
8/7/2013
10-K
000-24429 10.3
2/27/2018
10-K
000-24429 10.4
2/19/2019
8-K
000-24429 10.1
7/29/2020
10-K
000-24429 10.6
2/12/2021
Filed
Filed
10.8†
Form of Stock Option Certificate
10-Q
000-24429 10.1
11/8/2004
Cognizant
41
December 31, 2021 Form 10-K
Number
10.9†
10.10†
10.11†
10.12†
10.13†
10.14†
10.15†
10.16†
10.17†
10.18†
10.19†
10.20†
10.21†
10.22†
10.23†
10.24†
10.25
10.26
10.27
Exhibit Description
Form
File No.
Exhibit
Date
Filed or Furnished
Herewith
Incorporated by Reference
10-Q
000-24429 10.1
5/4/2015
8-K
000-24429 10.1
7/6/2009
8-K
000-24429 10.2
7/6/2009
8-K
000-24429 10.3
7/6/2009
8-K
000-24429 10.4
7/6/2009
8-K
000-24429 10.5
7/6/2009
8-K
000-24429 10.6
7/6/2009
8-K
000-24429 10.7
7/6/2009
8-K
000-24429 10.8
7/6/2009
8-K
000-24429 10.1
6/7/2017
10-Q
000-24429 10.2
8/3/2017
10-Q
000-24429 10.3
8/3/2017
10-Q
000-24429 10.4
8/3/2017
10-Q
000-24429 10.5
8/3/2017
10-Q
000-24429 10.1
5/8/2020
10-Q
8-K
000-24429 10.2
000-24429 10.1
5/8/2020
3/14/2017
8-K
000-24429 10.1
11/9/2018
Cognizant Technology Solutions
Corporation Amended and Restated 2009
Incentive Compensation Plan, effective
March 9, 2015
Form of Cognizant Technology Solutions
Corporation Stock Option Agreement
Form of Cognizant Technology Solutions
Corporation Notice of Grant of Stock Option
Form of Cognizant Technology Solutions
Corporation Restricted Stock Unit Award
Agreement Time-Based Vesting
Form of Cognizant Technology Solutions
Corporation Notice of Award of Restricted
Stock Units Time-Based Vesting
Form of Cognizant Technology Solutions
Corporation Restricted Stock Unit Award
Agreement Performance-Based Vesting
Form of Cognizant Technology Solutions
Corporation Notice of Award of Restricted
Stock Units Performance-Based Vesting
Form of Restricted Stock Unit Award
Agreement Non-Employee Director
Deferred Issuance
Form of Cognizant Technology Solutions
Corporation Notice of Award of Restricted
Stock Units Non-Employee Director
Deferred Issuance
Cognizant Technology Solutions
Corporation 2017 Incentive Award Plan
Form of Restricted Stock Unit Award Grant
Notice
Form of Performance-Based Restricted
Stock Unit Award Grant Notice
Form of Restricted Stock Unit Award Grant
Notice
Form of Stock Option Grant Notice and
Stock Option Agreement
Form of Restricted Stock Unit Award Grant
Notice (March 5, 2020 form)
Form of Performance-Based Restricted
Stock Unit Award Grant Notice (March 5,
2020 form)
Form of Accelerated Stock Repurchase
Agreement
Credit Agreement, dated as of November 6,
2018, among Cognizant Technology
Solutions Corporation, Cognizant
Worldwide Limited, certain financial
institutions party thereto and JPMorgan
Chase Bank, N.A., as administrative agent
Amendment No. 1 to Credit Agreement,
dated as of December 23, 2021, among
Cognizant Technology Solutions
Corporation, Cognizant Worldwide Limited,
JPMorgan Chase Bank, N.A., as
administrative agent
Filed
10.28†
Retirement, Death and Disability Policy
10-Q
000-24429 10.1
7/30/2020
Cognizant
42
December 31, 2021 Form 10-K
Number
Exhibit Description
Form
File No.
Exhibit
Date
Filed or Furnished
Herewith
Incorporated by Reference
21.1
23.1
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
List of subsidiaries of the Company
Consent of PricewaterhouseCoopers LLP
Certification Pursuant to Rule 13a-14(a) and
15d-14(a) of the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (Chief Executive Officer)
Certification Pursuant to Rule 13a-14(a) and
15d-14(a) of the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (Chief Financial Officer)
Certification Pursuant to 18 U.S.C.
Section 1350 (Chief Executive Officer)
Certification Pursuant to 18 U.S.C.
Section 1350 (Chief Financial Officer)
Inline XBRL Instance Document - the
instance document does not appear in the
Interactive Data File because its XBRL tags
are embedded within the Inline XBRL
document.
Inline XBRL Taxonomy Extension Schema
Document
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
Inline XBRL Taxonomy Extension
Definition Linkbase Document
Inline XBRL Taxonomy Extension Label
Linkbase Document
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
Cover Page Interactive Data File (formatted
as Inline XBRL and contained in Exhibit
101)
Filed
Filed
Filed
Filed
Furnished
Furnished
Filed
Filed
Filed
Filed
Filed
Filed
Filed
†
A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to
Item 15(a)(3) of Form 10-K.
Item 16. Form 10-K Summary
None.
Cognizant
43
December 31, 2021 Form 10-K
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
SIGNATURES
By:
/S/ BRIAN HUMPHRIES
Brian Humphries,
Chief Executive Officer
(Principal Executive Officer)
Date:
February 16, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ BRIAN HUMPHRIES
Brian Humphries
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ JAN SIEGMUND
Jan Siegmund
Chief Financial Officer
(Principal Financial Officer)
/s/ ROBERT TELESMANIC
Robert Telesmanic
Senior Vice President, Controller and Chief
Accounting Officer
(Principal Accounting Officer)
/s/ MICHAEL PATSALOS-FOX
Michael Patsalos-Fox
Chairman of the Board and Director
/s/ ZEIN ABDALLA
Zein Abdalla
/s/ VINITA BALI
Vinita Bali
Director
Director
/s/ MAUREEN BREAKIRON-EVANS
Maureen Breakiron-Evans
Director
/s/ ARCHANA DESKUS
Director
Archana Deskus
/s/ JOHN M. DINEEN
John M. Dineen
/s/ LEO S. MACKAY, JR.
Leo S. Mackay, Jr.
/s/ JOSEPH M. VELLI
Joseph M. Velli
/s/ SANDRA S. WIJNBERG
Sandra S. Wijnberg
Director
Director
Director
Director
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
Cognizant
44
December 31, 2021 Form 10-K
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238)
Consolidated Statements of Financial Position as of December 31, 2021 and 2020
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
Financial Statement Schedule:
Page
F-2
F-4
F-5
F-6
F-7
F-8
F-9
Schedule of Valuation and Qualifying Accounts for the years ended December 31, 2021, 2020 and 2019
F-42
Cognizant
F-1
December 31, 2021 Form 10-K
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Cognizant Technology Solutions Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Cognizant Technology Solutions
Corporation and its subsidiaries (the “Company”) as of December 31, 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.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management's Report on Internal Control 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.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Cognizant
F-2
December 31, 2021 Form 10-K
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Expected Labor Costs to Complete for Certain Fixed-Price Contracts
As described in Notes 1 and 2 to the consolidated financial statements, fixed-price contracts comprised $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.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 16, 2022
We have served as the Company’s auditor since 1997.
Cognizant
F-3
December 31, 2021 Form 10-K
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Assets
December 31,
2021
2020
(in millions, except par values)
Current assets:
Cash and cash equivalents
Short-term investments
Trade accounts receivable, net
Other current assets
Total current assets
Property and equipment, net
Operating lease assets, net
Goodwill
Intangible assets, net
Deferred income tax assets, net
Long-term investments
Other noncurrent assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Deferred revenue
Short-term debt
Operating lease liabilities
Accrued expenses and other current liabilities
Total current liabilities
Deferred revenue, noncurrent
Operating lease liabilities, noncurrent
Deferred income tax liabilities, net
Long-term debt
Long-term income taxes payable
Other noncurrent liabilities
Total liabilities
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
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
1,792
927
3,557
1,066
7,342
1,171
933
5,620
1,218
404
463
701
17,852
361
403
38
195
2,532
3,529
40
783
218
626
378
287
5,861
—
5
27
11,922
37
11,991
17,852
$
$
$
$
2,680
44
3,087
1,040
6,851
1,251
1,013
5,031
1,046
445
440
846
16,923
389
383
38
211
2,519
3,540
36
846
206
663
428
368
6,087
—
5
32
10,689
110
10,836
16,923
The accompanying notes are an integral part of the consolidated financial statements.
Cognizant
F-4
December 31, 2021 Form 10-K
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
Revenues
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization expense shown
separately below)
Selling, general and administrative expenses
Restructuring charges
Depreciation and amortization expense
Income from operations
Other income (expense), net:
Interest income
Interest expense
Foreign currency exchange gains (losses), net
Other, net
Total other income (expense), net
Income before provision for income taxes
Provision for income taxes
Income (loss) from equity method investments
Net income
Basic earnings per share
Diluted earnings per share
Weighted average number of common shares outstanding—Basic
Dilutive effect of shares issuable under stock-based compensation plans
Weighted average number of common shares outstanding—Diluted
Year Ended December 31,
2021
2020
2019
$
18,507 $
16,652 $
16,783
11,604
3,503
—
574
2,826
10,671
3,100
215
552
2,114
30
(9)
(20)
—
1
119
(24)
(116)
3
(18)
2,827
2,096
(693)
(704)
3
—
10,634
2,972
217
507
2,453
176
(26)
(65)
5
90
2,543
(643)
(58)
$
$
$
2,137 $
1,392 $
1,842
4.06 $
4.05 $
2.58 $
2.57 $
527
1
528
540
1
541
3.30
3.29
559
1
560
The accompanying notes are an integral part of the consolidated financial statements.
Cognizant
F-5
December 31, 2021 Form 10-K
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
Change in unrealized gains and losses on cash flow hedges
Change in unrealized losses on available-for-sale investment securities
Other comprehensive income (loss)
Comprehensive income
Year Ended December 31,
2021
2020
2019
$
2,137 $
1,392 $
1,842
(75)
2
—
(73)
119
29
—
148
39
29
8
76
$
2,064 $
1,540 $
1,918
The accompanying notes are an integral part of the consolidated financial statements.
Cognizant
F-6
December 31, 2021 Form 10-K
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except per share data)
Balance, December 31, 2018
Cumulative effect of changes in
accounting principle (1)
Net income
Other comprehensive income (loss)
Common stock issued, stock-based
compensation plans
Stock-based compensation expense
Repurchases of common stock
Dividends declared, $0.80 per share
Balance, December 31, 2019
Cumulative effect of changes in
accounting principle (2)
Net income
Other comprehensive income (loss)
Common stock issued, stock-based
compensation plans
Stock-based compensation expense
Dividends declared, $0.88 per share
Balance, December 31, 2020
Net income
Other comprehensive income (loss)
Common stock issued, stock-based
compensation plans
Stock-based compensation expense
Repurchases of common stock
Dividends declared, $0.96 per share
Balance, December 31, 2021
Class A Common Stock
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
577 $
6 $
47 $
11,485 $
(114) $
11,424
—
—
—
7
—
—
—
—
—
—
—
—
—
159
217
2
1,842
—
—
—
(36)
(1)
(390)
(1,856)
—
548
—
—
—
6
—
—
530
—
—
5
—
(10)
—
—
5
—
—
—
—
—
—
—
5
—
—
—
—
—
—
—
33
—
—
—
142
232
(451)
11,022
1
1,392
—
—
—
(375)
(1,246)
—
32
—
—
130
246
(381)
—
(480)
10,689
2,137
—
—
—
(394)
(510)
—
—
76
—
—
—
—
2
1,842
76
159
217
(2,247)
(451)
(38)
11,022
—
—
148
—
—
—
—
110
—
(73)
—
—
—
—
1
1,392
148
142
232
(1,621)
(480)
10,836
2,137
(73)
130
246
(775)
(510)
Repurchases of common stock
(24)
525 $
5 $
27 $
11,922 $
37 $
11,991
(1)
(2)
Reflects the adoption of the New Lease Standard on January 1, 2019.
Reflects the adoption of the Credit Loss Standard on January 1, 2020.
The accompanying notes are an integral part of the consolidated financial statements.
Cognizant
F-7
December 31, 2021 Form 10-K
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Year Ended December 31,
2021
2020
2019
$
2,137
$
1,392
$
1,842
Depreciation and amortization
Deferred income taxes
Stock-based compensation expense
Other
Changes in assets and liabilities:
Trade accounts receivable
Other current and noncurrent assets
Accounts payable
Deferred revenue, current and noncurrent
Other current and noncurrent liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Purchases of available-for-sale investment securities
Proceeds from maturity or sale of available-for-sale investment
securities
Purchases of held-to-maturity investment securities
Proceeds from maturity of held-to-maturity investment securities
Purchases of other investments
Proceeds from maturity or sale of other investments
Payments for business combinations, net of cash acquired
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Issuance of common stock under stock-based compensation plans
Repurchases of common stock
Repayment of Term Loan borrowings and finance lease and earnout
obligations
Proceeds from borrowing under the revolving credit facility
Repayment of notes outstanding under the revolving credit facility
Dividends paid
Net cash (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental information:
Cash paid for income taxes during the year
Cash interest paid during the year
$
$
$
574
27
246
(1)
(407)
348
(35)
19
(413)
2,495
(279)
(430)
120
(203)
180
(1,660)
1,078
(970)
(2,164)
130
(771)
(53)
—
—
(509)
(1,203)
(16)
(888)
2,680
1,792
625
7
$
$
$
559
184
232
119
264
73
109
65
302
3,299
(398)
—
—
(202)
467
(531)
549
(1,123)
(1,238)
142
(1,621)
(50)
1,740
(1,740)
(480)
(2,009)
(17)
35
2,645
2,680
745
25
$
$
$
526
(306)
217
119
37
159
8
56
(159)
2,499
(392)
(333)
2,107
(693)
1,498
(483)
501
(617)
1,588
159
(2,247)
(28)
—
—
(453)
(2,569)
(34)
1,484
1,161
2,645
870
25
The accompanying notes are an integral part of the consolidated financial statements.
Cognizant
F-8
December 31, 2021 Form 10-K
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except share data)
Note 1 — Business Description and Summary of Significant Accounting Policies
The terms “Cognizant,” “we,” “our,” “us” and “the Company” refer to Cognizant Technology Solutions Corporation and
its subsidiaries unless the context indicates otherwise.
Description of Business. We are one of the world’s leading professional services companies, 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
Cognizant
F-9
December 31, 2021 Form 10-K
securities in our portfolio to evaluate the need for any changes to the allowance. An increase or a decrease in the allowance for
expected credit losses is recorded through income as a credit loss expense or a reversal thereof. The allowance for expected
credit losses is presented as a deduction from the amortized cost. A held-to-maturity investment security is written off when
deemed uncollectible.
Financial Assets and Liabilities. Cash and certain cash equivalents, time deposits, trade receivables, accounts payable and
other accrued liabilities are short-term in nature and, accordingly, their carrying values approximate fair value.
Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is
calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a
straight-line basis over the shorter of the term of the lease or the estimated useful life of the asset. Deposits paid towards
acquisition of long-lived assets and the cost of assets not put in use 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.
Cognizant
F-10
December 31, 2021 Form 10-K
Business Combinations. We account for business combinations using the acquisition method, which requires the
identification of the acquirer, the determination of the acquisition date and the allocation of the purchase price paid by the
acquirer to the identifiable tangible and intangible assets acquired, the liabilities assumed, including any contingent
consideration and any noncontrolling interest in the acquiree at their acquisition date fair values. Goodwill represents the excess
of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets.
Identifiable intangible assets with finite lives are amortized over their expected useful lives. Acquisition-related costs are
expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in our
consolidated financial statements from the acquisition date.
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
Cognizant
F-11
December 31, 2021 Form 10-K
of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected
labor costs. Revenues related to fixed-price application maintenance, testing and business process services are recognized based
on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered.
If our invoicing is not consistent with the value delivered, revenues are recognized as the service is performed based on the cost
to cost method described above. The cost to cost method requires estimation of future costs, which is updated as the project
progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The
cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate
becomes known and any anticipated losses on contracts are recognized immediately, where appropriate.
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
Cognizant
F-12
December 31, 2021 Form 10-K
is deemed to exist. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of
purchasing our services, not to receive or provide financing from or to customers. We do not consider set up or transition fees
paid upfront by our customers to represent a financing component, as such fees are required to encourage customer
commitment to the project and protect us from early termination of the contract.
Our contracts may be modified to add, remove or change existing performance obligations. The accounting for
modifications to our contracts involves assessing whether the services added to an existing contract are distinct and whether the
pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis,
while those that are distinct are accounted for prospectively, either as a separate contract if the additional services are priced at
the standalone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the
standalone selling price. Services added to our application development and systems integration service contracts are typically
not distinct, while services added to our other contracts, including application maintenance, testing and business process
services contracts, are typically distinct.
From time to time, we may enter into arrangements with third party suppliers to resell products or services. In such cases,
we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). In
doing so, we 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
Cognizant
F-13
December 31, 2021 Form 10-K
based on the number of stock units granted and the quoted price of our stock at the date of grant. The fair value of PSUs granted
subject to a market condition is determined using a Monte Carlo valuation model.
Foreign Currency. The assets and liabilities of our foreign subsidiaries whose functional currency is not the U.S. dollar
are translated into U.S. dollars 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.
Cognizant
F-14
December 31, 2021 Form 10-K
Recently Adopted Accounting Pronouncements
Date Issued
and Topic
February 2016
Date Adopted
and Method
January 1, 2019
Leases
Effective Date
Method
June 2016
January 1, 2020
Financial
Instruments-
Credit Losses
Modified
Retrospective
Description
The new standard replaces the existing guidance on
leases and requires the lessee to recognize a ROU asset
and a lease liability for all leases with lease terms
greater than twelve months. For finance leases, the
lessee recognizes interest expense and amortization of
the ROU asset, and for operating leases, the lessee
recognizes total lease expense on a straight-line basis.
The new standard requires the measurement and
recognition of expected credit losses using the current
expected credit loss model for financial assets held at
amortized cost, which includes the Company’s trade
accounts receivable, certain financial instruments and
contract assets. It replaces the existing incurred loss
impairment model with an expected loss methodology.
The recorded credit losses are adjusted each period for
changes in expected lifetime credit losses. The standard
requires a cumulative effect adjustment to the statement
of financial position as of the beginning of the first
reporting period in which the guidance is effective.
Impact
As a result of the adoption, we
recorded an increase to opening
retained earnings of $2 million.
As a result of the adoption, we
recorded an
to our
opening retained earnings and
"Trade accounts receivable, net"
of $1 million each.
increase
Prior year amounts are not
adjusted and continue
to be
reported in accordance with our
historical accounting policies.
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.
Cognizant
F-15
December 31, 2021 Form 10-K
(in millions)
Revenues
Geography:
North America
United Kingdom
Continental Europe
Europe - Total
Rest of World
Total
Service line:
Consulting and technology services
Outsourcing services
Total
Type of contract:
Time and materials
Fixed-price
Transaction or volume-based
Total
(in millions)
Revenues
Geography:
North America
United Kingdom
Continental Europe
Europe - Total
Rest of World
Total
Service line:
Consulting and technology services
Outsourcing services
Total
Type of contract:
Time and materials
Fixed-price
Transaction or volume-based
Total
$
$
$
$
$
$
$
$
$
$
$
$
FS
HC
P&R
CMT
Total
Year Ended
December 31, 2021
4,204 $
547
745
1,292
555
6,051 $
4,571 $
168
477
645
121
5,337 $
2,937 $
471
539
1,010
329
4,276 $
1,924 $
456
158
614
305
2,843 $
13,636
1,642
1,919
3,561
1,310
18,507
4,079 $
1,972
6,051 $
3,090 $
2,247
5,337 $
2,725 $
1,551
4,276 $
1,693 $
1,150
2,843 $
11,587
6,920
18,507
3,613 $
2,063
375
6,051 $
2,063 $
2,157
1,117
5,337 $
1,785 $
2,085
406
4,276 $
1,679 $
1,032
132
2,843 $
9,140
7,337
2,030
18,507
FS
HC
P&R
CMT
Total
Year Ended
December 31, 2020
4,013 $
463
629
1,092
516
5,621 $
4,181 $
157
434
591
80
4,852 $
2,650 $
371
413
784
262
3,696 $
1,737 $
344
177
521
225
2,483 $
12,581
1,335
1,653
2,988
1,083
16,652
3,691 $
1,930
5,621 $
2,786 $
2,066
4,852 $
2,249 $
1,447
3,696 $
1,456 $
1,027
2,483 $
10,182
6,470
16,652
3,548 $
1,736
337
5,621 $
1,950 $
1,777
1,125
4,852 $
1,548 $
1,741
407
3,696 $
1,515 $
871
97
2,483 $
8,561
6,125
1,966
16,652
Cognizant
F-16
December 31, 2021 Form 10-K
(in millions)
Revenues
Geography:
North America
United Kingdom
Continental Europe
Europe - Total
Rest of World
Total
Service line:
Consulting and technology services
Outsourcing services
Total
Type of contract:
Time and materials
Fixed-price
Transaction or volume-based
Total
$
$
$
$
$
$
FS
HC
P&R
CMT
Total
Year Ended
December 31, 2019
4,137 $
484
728
1,212
520
5,869 $
4,147 $
130
341
471
77
4,695 $
2,678 $
380
453
833
259
3,770 $
1,764 $
319
169
488
197
2,449 $
12,726
1,313
1,691
3,004
1,053
16,783
3,782 $
2,087
5,869 $
2,564 $
2,131
4,695 $
2,295 $
1,475
3,770 $
1,305 $
1,144
2,449 $
9,946
6,837
16,783
3,651 $
1,922
296
5,869 $
1,845 $
1,635
1,215
4,695 $
1,632 $
1,730
408
3,770 $
1,528 $
803
118
2,449 $
8,656
6,090
2,037
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.
(in millions)
Beginning balance
Costs capitalized
Amortization expense
Impairment charge
Ending balance
2021
2020
467 $
56
(118)
(11)
394 $
485
98
(102)
(14)
467
$
$
Cognizant
F-17
December 31, 2021 Form 10-K
Contract Balances
A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets
are presented in "Other current assets" in our consolidated statements of financial position and primarily relate to unbilled
amounts on fixed-price contracts utilizing the cost to cost method of revenue recognition. The table below shows significant
movements in contract assets:
(in millions)
Beginning balance
Revenues recognized during the period but not billed
Amounts reclassified to trade accounts receivable
Ending balance
2021
2020
315 $
275
(280)
310 $
334
289
(308)
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):
(in millions)
Beginning balance
Amounts billed but not recognized as revenues
Revenues recognized related to the beginning balance of deferred revenue
Ending balance
2021
2020
$
$
419 $
413
(389)
443 $
336
368
(285)
419
Revenues recognized during the year ended December 31, 2021 for performance obligations satisfied or partially satisfied
in previous periods were immaterial.
Remaining Performance Obligations
As of December 31, 2021, the aggregate amount of transaction price allocated to remaining performance obligations, was
$1,586 million, of which approximately 80% is expected to be recognized as revenues within 2 years. Disclosure is not required
for performance obligations that meet any of the following criteria:
(1) contracts with a duration of one year or less as determined under ASC Topic 606 "Revenue from Contracts with
Customers",
(2) contracts for which we recognize revenues based on the right to invoice for services performed,
(3) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied
promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with
ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or
(4) variable consideration in the form of a sales-based or usage based royalty promised in exchange for a license of
intellectual property.
Many of our performance obligations meet one or more of these exemptions and therefore are not included in the
remaining performance obligation amount disclosed above.
Trade Accounts Receivable and Allowance for Credit Losses
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:
(in millions)
Beginning balance
Impact of adoption of the Credit Loss Standard
Credit loss expense
Write-offs charged against the allowance
Ending balance
Cognizant
2021
2020
2019
$
$
57 $
—
6
(13)
50 $
67 $
(1)
8
(17)
57 $
78
—
(11)
—
67
F-18
December 31, 2021 Form 10-K
Note 3 — Business Combinations
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:
(dollars in millions)
Cash
Trade accounts receivable
Property and equipment and other assets
Operating lease assets, net
Non-deductible goodwill
Tax-deductible goodwill
Customer relationship assets
Other intangible assets
Current liabilities
Noncurrent liabilities
Purchase price, inclusive of
contingent consideration
Devbridge
Servian Magenic
ESG
Mobility
Linium
Other
Total
Weighted Average
Useful Life
$
7 $
4 $
13 $
28 $ — $
2 $
12
5
11
41
15
6
5
184
140
—
72
—
77
2
17
4
10
10
137
90
30
8
27
26
24
77
5
1
—
—
57
24
12
4
1
18
10
32
1
—
—
—
54
91
28
54
279
368
372
3
9.8 years
3.8 years
(11)
(12)
(29)
(22)
(2)
(7)
(83)
(9)
(29)
(7)
(66) —
(6)
(117)
$
268 $ 252 $ 246 $ 132 $
85 $
66 $ 1,049
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.
Cognizant
F-19
December 31, 2021 Form 10-K
2020
In 2020, we acquired 100% ownership in each of the following:
• Code Zero, a provider of consulting and implementation services acquired to strengthen our cloud solutions
portfolio and Salesforce Configure-Price-Quote and billing capabilities (acquired on January 31, 2020);
• Lev, a Salesforce Platinum Partner specializing in digital marketing consultancy and implementation of custom
cloud solutions acquired to expand our global Salesforce practice (acquired on March 27, 2020);
• EI-Technologies, a digital technology consulting firm and leading Salesforce specialist acquired to expand our
global Salesforce practice (acquired on May 29, 2020);
• Collaborative Solutions, a provider of Workday enterprise cloud applications for finance and human resources
acquired to strengthen our portfolio of cloud offerings (acquired on June 10, 2020);
• New Signature, an independent Microsoft public cloud transformation company acquired to expand our hyperscale
cloud advisory services and provide the foundation for our dedicated practice centered on Microsoft cloud solutions
(acquired on August 18, 2020);
•
•
•
•
the net assets of Tin Roof, a custom software and digital product development services company acquired to
expand our software product engineering footprint in the United States (acquired on September 16, 2020);
10th Magnitude, a leading cloud specialist focused on the Microsoft Azure cloud computing platform acquired to
expand our Microsoft Azure expertise (acquired on September 30, 2020);
the net assets of Bright Wolf, a technology service provider specializing in customer Industrial IoT solutions
acquired to expand our smart products offering and expertise in architecting and implementing Industrial IoT
solutions (acquired on November 2, 2020); and
Inawisdom, an Amazon Web Services consulting partner with expertise in AI, machine learning, and data analytics
acquired to expand our client services in Europe and strengthen our end-to-end cloud-native AI and machine
learning solutions portfolio (acquired on December 18, 2020).
The allocations of purchase price to the fair value of the assets acquired and liabilities assumed were as follows:
(dollars in millions)
Cash
Trade accounts receivable
Property and equipment and other assets
Operating lease assets, net
Non-deductible goodwill
Deductible goodwill
Customer relationship intangible assets
Other intangible assets
Current liabilities
Noncurrent liabilities
Collaborative
Solutions
New
Signature
Tin Roof
10th
Magnitude
Others
Total
Weighted
Average
Useful Life
$
10 $
13 $ — $
2 $
10 $
38
6
6
44
281
37
8
13
6
7
292
—
8
1
10
1
2
—
86
69
—
7
2
4
90
39
10
—
21
15
13
66
92
21
2
(25)
(5)
(20)
(8)
(13)
(2)
(15)
(5)
(23)
(15)
35
89
30
32
492
498
145
11
(96)
(35)
9.8 years
5.4 years
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.
Cognizant
F-20
December 31, 2021 Form 10-K
Note 4 — Restructuring Charges
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
Our investments were as follows as of December 31:
(in millions)
Short-term investments:
Equity investment security
Available-for-sale investment securities
Held-to-maturity investment securities
Time deposits
Total short-term investments
Long-term investments:
Other investments
Restricted time deposits (1)
Total long-term investments
(1)
See Note 11.
Equity Investment Security
2021
2020
$
$
$
$
26
310
37
554
927
66
397
463
$
$
$
$
27
—
14
3
44
35
405
440
Our equity investment security is a U.S. dollar denominated investment in a fixed income mutual fund. Realized and
unrealized gains and losses were immaterial for the years ended December 31, 2021, 2020 and 2019.
Available-for-Sale Investment Securities
Our available-for-sale investment securities consist of highly rated U.S. dollar denominated investments in commercial
paper maturing within one year. As of December 31, 2021, the amortized cost and fair value of our available-for-sale
investments were $310 million. Unrealized gains and losses were immaterial as of December 31, 2021.
Cognizant
F-21
December 31, 2021 Form 10-K
Proceeds from sales of available-for-sale investment securities and the gross gains and losses that have been included in
earnings as a result of those sales were as follows:
(in millions)
Proceeds from sales of available-for-sale investment securities
Gross gains
Gross losses
Net realized gains on sales of available-for-sale investment securities
Held-to-Maturity Investment Securities
2021
2020
$
$
$
—
—
—
—
$
$
$
—
—
—
—
$
$
$
2019
1,712
6
(5)
1
Our held-to-maturity investment securities consist of Indian rupee denominated investments primarily in commercial
paper and international corporate bonds. Our investment guidelines are to purchase securities that are investment grade at the
time of acquisition. The basis for the measurement of fair value of our held-to-maturity investments is Level 2 in the fair value
hierarchy.
The amortized cost and fair value of held-to-maturity investment securities were as follows as of December 31:
(in millions)
Short-term investments, due within one year:
Corporate and other debt securities
Commercial paper
Total held-to-maturity investments
2021
2020
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
$
$
17
20
37
$
$
17
20
37
$
$
14
—
14
$
$
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.
Cognizant
F-22
December 31, 2021 Form 10-K
Note 6 — Property and Equipment, net
Property and equipment were as follows as of December 31:
Buildings
Computer equipment
Computer software
Furniture and equipment
Land
Capital work-in-progress
Leasehold improvements
Sub-total
Accumulated depreciation and amortization
Property and equipment, net
Estimated Useful Life
2021
2020
(in years)
30
3 – 5
3 – 8
5 – 9
Shorter of the lease term or
the life of the asset
(in millions)
$
777
638
926
772
7
116
783
636
840
761
7
122
431
3,667
(2,496)
1,171
$
424
3,573
(2,322)
1,251
$
$
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:
Location on Statement of Financial Position
2021
2020
Leases
Assets
ROU operating lease assets
Operating lease assets, net
ROU finance lease assets
Property and equipment, net
Total
Liabilities
Current
Operating lease
Finance lease
Noncurrent
Operating lease
Finance lease
Operating lease liabilities
Accrued expenses and other current liabilities
Operating lease liabilities, noncurrent
Other noncurrent liabilities
Total
$
$
$
$
(in millions)
933 $
7
940 $
195 $
8
783
5
991 $
1,013
14
1,027
211
11
846
11
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-
Cognizant
F-23
December 31, 2021 Form 10-K
term lease rental expense was $22 million, $20 million and $16 million for the years ended December 31, 2021, 2020 and 2019,
respectively. Lease interest expense related to our finance leases for years ended December 31, 2021, 2020 and 2019 was
immaterial.
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:
Operating Lease Term and Discount Rate
Weighted average remaining lease term
Weighted average discount rate
2021
2020
6.5 years
5.4 %
6.2 years
5.7 %
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 $
ROU assets obtained in exchange for operating lease liabilities
100
273
232
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:
2021
$
(in millions)
2022
2023
2024
2025
2026
Thereafter
Total operating lease payments
Interest
Total operating lease liabilities
$
241
197
161
138
112
318
1,167
(189)
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.
Cognizant
F-24
December 31, 2021 Form 10-K
Note 8 — Goodwill and Intangible Assets, net
Changes in goodwill by our reportable segments were as follows for the years ended December 31, 2021 and 2020:
Segment
Financial Services
Healthcare
Products and Resources
Communications, Media and Technology
Total goodwill
Segment
Financial Services
Healthcare
Products and Resources
Communications, Media and Technology
Total goodwill
January 1,
2021
Goodwill
Additions and
Adjustments
Foreign Currency
Translation
Adjustments
December 31,
2021
$
932
$
2,755
780
564
$
5,031
$
(in millions)
198
84
200
156
638
$
$
(21)
$
(8)
(13)
(7)
1,109
2,831
967
713
(49)
$
5,620
January 1,
2020
Goodwill
Additions and
Adjustments
Foreign Currency
Translation
Adjustments
December 31,
2020
$
$
700
2,595
417
267
3,979
$
$
(in millions)
$
204
149
346
289
988
$
28
11
17
8
64
$
$
932
2,755
780
564
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.
Components of intangible assets were as follows as of December 31:
2021
2020
(in millions)
Customer relationships
Developed technology
Indefinite lived trademarks
Finite lived trademarks
and other
Total intangible assets
$
Gross Carrying
Amount
$
Accumulated
Amortization
$
Net Carrying
Amount
Gross Carrying
Amount
1,679
385
72
81
2,217
(610) $
(330)
—
(59)
(999) $
$
1,069
55
72
22
1,218
$
$
1,333
388
72
80
1,873
Accumulated
Amortization
$
Net Carrying
Amount
(490) $
(286)
—
843
102
72
(51)
(827) $
29
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.
(in millions)
2022
2023
2024
2025
2026
Estimated Amortization
$
186
144
139
136
132
Cognizant
F-25
December 31, 2021 Form 10-K
Note 9 — Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities were as follows as of December 31:
(in millions)
Compensation and benefits
Customer volume and other incentives
Income taxes
Professional fees
Other
2021
2020
$
1,601
$
1,607
242
74
220
395
266
34
143
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.
Cognizant
F-26
December 31, 2021 Form 10-K
Long-term Debt
The following summarizes our long-term debt balances as of December 31:
(in millions)
Term Loan
Less:
Current maturities
Deferred financing costs
Long-term debt, net of current maturities
2021
2020
666 $
(38)
(2)
626 $
703
(38)
(2)
663
$
$
The following represents the schedule of maturities of our term loan:
Year
Amounts (in millions)
2022
2023
Total
$
$
38
628
666
Note 11 — Income Taxes
Income before provision for income taxes shown below is based on the geographic location to which such income was
attributed for years ended December 31:
(in millions)
United States
Foreign
Income before provision for income taxes
2021
2020
2019
$
$
818
2,009
2,827
$
$
814
1,282
2,096
$
$
931
1,612
2,543
The provision for income taxes consisted of the following components for the years ended December 31:
(in millions)
Current:
Federal and state
Foreign
Total current provision
Deferred:
Federal and state
Foreign
Total deferred provision (benefit)
Total provision for income taxes
2021
2020
2019
$
$
210
456
666
(50)
77
27
693
$
$
137
383
520
(77)
261
184
704
$
$
549
400
949
(320)
14
(306)
643
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
Cognizant
F-27
December 31, 2021 Form 10-K
with the ITD was $67 million and $68 million, respectively, presented in "Other noncurrent assets" in our consolidated
statements of financial position. Additionally, certain time deposits of CTS India were placed under lien in favor of the ITD,
representing the remainder of the disputed tax amount. As of December 31, 2021 and 2020, the balance of deposits under lien
was 30 billion Indian rupees, including previously earned interest, or $397 million and $405 million, respectively, as presented
in "Long-term investments" in our consolidated statements of financial position.
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:
(Dollars in millions)
Tax expense, at U.S. federal statutory rate
State and local income taxes, net of federal
benefit
Non-taxable income for Indian tax purposes
Rate differential on foreign earnings
Net impact related to the India Tax Law
Recognition of benefits related to uncertain tax
positions
Credits and other incentives
Reversal of indefinite reinvestment assertion
Other
2021
%
2020
%
2019
$
594
21.0
$
440
21.0
$
534
50
(36)
137
—
(14)
(42)
—
4
1.8
(1.3)
4.8
—
(0.5)
(1.5)
—
0.2
52
(48)
178
—
—
(51)
140
(7)
704
2.5
(2.3)
8.5
—
—
(2.4)
6.6
(0.3)
59
(90)
145
21
—
(57)
—
31
33.6
$
643
%
21.0
2.3
(3.5)
5.7
0.8
—
(2.2)
—
1.2
25.3
Total provision for income taxes
$
693
24.5
$
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:
(in millions)
Deferred income tax assets:
Net operating losses
Revenue recognition
Compensation and benefits
MAT and credit carryforwards
Expenses not currently deductible
Less: valuation allowance
Deferred income tax assets, net
Deferred income tax liabilities:
Depreciation and amortization
Deferred costs
Other
Deferred income tax liabilities
Net deferred income tax assets
2021
2020
$
$
52
116
230
27
121
546
(46)
500
202
84
28
314
186
$
$
36
41
259
109
147
592
(29)
563
198
105
21
324
239
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,
Cognizant
F-28
December 31, 2021 Form 10-K
2021 and 2020, deferred income tax assets related to the MAT carryforwards were $16 million and $98 million, respectively.
The calculation of the MAT includes all profits realized by our Indian subsidiaries and any MAT paid is creditable against
future corporate income tax, subject to certain limitations.
Our 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:
(in millions)
Balance, beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Additions for tax positions of acquired subsidiaries
Reductions for tax positions due to lapse of statutes of limitations
Reductions for tax positions of prior years
Settlements
Foreign currency exchange movement
Balance, end of year
2021
2020
2019
$
$
193
34
16
12
(17)
—
(43)
(1)
194
$
$
152
28
10
3
—
—
—
—
193
$
$
117
22
14
—
—
(1)
—
—
152
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.
Cognizant
F-29
December 31, 2021 Form 10-K
Note 12 — Derivative Financial Instruments
In the normal course of business, we use foreign exchange forward and option contracts to manage foreign currency
exchange rate risk. Derivatives may give rise to credit risk from the possible non-performance by counterparties. Credit risk is
limited to the fair value of those contracts that are favorable to us. We have limited our credit risk by limiting the amount of
credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial
institutions with which we do business. In addition, all the assets and liabilities related to our foreign exchange derivative
contracts set forth in the below table are subject to master netting arrangements, such as the International Swaps and
Derivatives Association Master Agreement, with each individual counterparty. These master netting arrangements generally
provide for net settlement of all outstanding contracts with the counterparty in the case of an event of default or a termination
event. We have presented all the assets and liabilities related to our foreign exchange derivative contracts, as applicable, on a
gross basis, with no offsets, in our consolidated statements of financial position. There is no financial collateral (including cash
collateral) posted or received by us related to our foreign exchange derivative contracts.
The following table provides information on the location and fair values of derivative financial instruments included in
our consolidated statements of financial position as of December 31:
(in millions)
Designation of Derivatives
Location on Statement of
Financial Position
Assets
Liabilities
Assets
Liabilities
2021
2020
Foreign exchange forward and option
contracts – Designated as cash flow
hedging instruments
Foreign exchange forward contracts -
Not designated as cash flow hedging
instruments
Total
Cash Flow Hedges
Other current assets
$
Other noncurrent assets
Total
Other current assets
Accrued expenses and
other current liabilities
Total
$
51
15
66
3
—
3
69
$
$
—
—
—
—
7
7
7
$
$
45
26
71
1
—
1
72
$
$
—
—
—
—
1
1
1
We have entered into a series of foreign exchange derivative contracts that are designated as cash flow hedges of Indian
rupee denominated payments in India. These contracts are intended to partially offset the impact of movement of the Indian
rupee against the U.S. dollar on future operating costs and are scheduled to mature each month during 2022 and 2023. The
changes in fair value of these contracts are initially reported in "Accumulated other comprehensive income (loss)" in our
consolidated statements of financial position and are subsequently reclassified to earnings within "Cost of revenues" and
"Selling, general and administrative expenses" in our consolidated statements of operations in the same period that the
forecasted Indian rupee denominated payments are recorded in earnings. As of December 31, 2021, we estimate that $45
million, net of tax, of the net gains related to derivatives designated as cash flow hedges reported in the caption "Accumulated
other comprehensive income (loss)" in our consolidated statements of financial position is expected to be reclassified into
earnings within the next 12 months.
The notional value of our outstanding contracts by year of maturity was as follows as of December 31:
(in millions)
2021
2022
2023
Total notional value of contracts outstanding (1)
2021
2020
$
$
—
1,643
880
2,523
$
$
1,470
803
—
2,273
(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.
Cognizant
F-30
December 31, 2021 Form 10-K
The following table provides information on the location and amounts of pre-tax gains on our cash flow hedges for the
year ended December 31:
(in millions)
Change in
Derivative Gains Recognized
in Accumulated Other
Comprehensive Income (Loss)
(effective portion)
2021
2020
Location of Net Derivative
Gains Reclassified
from Accumulated Other
Comprehensive Income (Loss)
into Income
(effective portion)
Net Gains Reclassified
from Accumulated Other
Comprehensive Income (Loss)
into Income
(effective portion)
2021
2020
Foreign exchange forward and
option contracts – Designated as
cash flow hedging instruments
$
67
$
39
Cost of revenues
Selling, general and
administrative expenses
Total
$
$
55
$
8
63
$
3
—
3
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:
(in millions)
2021
2020
Contracts outstanding
Notional
Fair Value
Notional
Fair Value
$
847
$
(4)
$
637
$
—
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:
(in millions)
Location of Net Gains (Losses)
on Derivative Instruments
Amount of Net Gains (Losses)
on Derivative Instruments
2021
2020
Foreign exchange forward contracts - Not designated as hedging
instruments
Foreign currency exchange
gains (losses), net
$
13 $
(63)
The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.
Note 13 — Fair Value Measurements
We measure our cash equivalents, certain investments, contingent consideration liabilities and foreign exchange forward
and option contracts at fair value. Fair value is the exit price, or the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value hierarchy is
based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable.
Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data
obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market
assumptions.
Cognizant
F-31
December 31, 2021 Form 10-K
The fair value hierarchy consists of the following three levels:
• Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities.
• Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or
similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and
market-corroborated inputs which are derived principally from or corroborated by observable market data.
• Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are
unobservable.
The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of
December 31, 2021:
(in millions)
Cash equivalents:
Money market funds
Time deposits
Commercial paper
Short-term investments:
Time deposits
Equity investment security
Available-for-sale investment securities:
Commercial paper
Other current assets
Foreign exchange forward and option contracts
Long-term investments:
Restricted time deposits (1)
Other noncurrent assets
Foreign exchange forward contracts
Accrued expenses and other current liabilities:
Foreign exchange forward contracts
Contingent consideration liabilities
Other noncurrent liabilities
Contingent consideration liabilities
(1) See Note 11.
Level 1
Level 2
Level 3
Total
$
$
507
—
—
—
26
—
—
—
—
—
—
—
$
—
4
266
554
—
310
54
397
15
(7)
—
—
$
—
—
—
—
—
—
—
—
—
—
(14)
(21)
507
4
266
554
26
310
54
397
15
(7)
(14)
(21)
Cognizant
F-32
December 31, 2021 Form 10-K
209
203
200
3
27
46
405
26
(1)
(11)
(43)
38
42
(23)
(3)
54
The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis as of
December 31, 2020:
(in millions)
Cash equivalents:
Money market funds
Time Deposits
Commercial Paper
Short-term investments:
Time deposits
Equity investment security
Other current assets:
Foreign exchange forward and option contracts
Long-term investments
Restricted time deposits (1)
Other noncurrent assets:
Foreign exchange forward and option contracts
Accrued expenses and other current liabilities:
Foreign exchange forward contracts
Contingent consideration liabilities
Other noncurrent liabilities:
Contingent consideration liabilities
(1) See Note 11
Level 1
Level 2
Level 3
Total
$
$
209
—
—
—
27
—
—
—
—
—
—
$
—
203
200
3
—
46
405
26
(1)
—
—
$
—
—
—
—
—
—
—
—
—
(11)
(43)
The following table summarizes the changes in Level 3 contingent consideration liabilities:
(in millions)
Beginning balance
Initial measurement recognized at acquisition
Change in fair value recognized in SG&A expenses
Payments and other adjustments
Ending balance
2021
2020
$
$
54 $
24
(30)
(13)
35 $
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.
Cognizant
F-33
December 31, 2021 Form 10-K
Note 14 — Accumulated Other Comprehensive Income (Loss)
Changes in "Accumulated other comprehensive income (loss)" by component were as follows for the year ended
December 31, 2021:
(in millions)
Foreign currency translation adjustments:
Beginning balance
Change in foreign currency translation adjustments
Ending balance
Unrealized gains on cash flow hedges:
Beginning balance
Unrealized gains arising during the period
Reclassifications of net (gains) to:
Cost of revenues
SG&A expenses
Net change
Ending balance
Accumulated other comprehensive income (loss):
Beginning balance
Other comprehensive income (loss)
Ending balance
Before Tax
Amount
2021
Tax
Effect
Net of Tax
Amount
$
$
$
$
$
$
56
(78)
(22)
67
67
(55)
(8)
4
71
$
$
$
$
$
$
(1)
3
2
(12)
(13)
10
1
(2)
$
(14)
$
123
(74)
49
$
(13)
1
$
(12)
$
$
55
(75)
(20)
55
54
(45)
(7)
2
57
110
(73)
37
Cognizant
F-34
December 31, 2021 Form 10-K
Changes in "Accumulated other comprehensive income (loss)" by component were as follows for the years ended
December 31, 2020 and 2019:
(in millions)
Foreign currency translation adjustments:
Before Tax
Amount
2020
Tax
Effect
Net of Tax
Amount
Before Tax
Amount
2019
Tax
Effect
Net of Tax
Amount
Beginning balance
$
(63)
$
(1)
$
(64)
$
(108)
$
5
$
(103)
Change in foreign currency
translation adjustments
Ending balance
Unrealized (losses) on available-for-sale
investment securities:
Beginning balance
Net unrealized gains arising
during the period
Reclassification of net (gains) to
Other, net
Net change
Ending balance
Unrealized gains (losses) on cash flow
hedges:
Beginning balance
Unrealized gains arising during
the period
Reclassifications of net (gains) to:
Cost of revenues
SG&A expenses
Net change
Ending balance
Accumulated other comprehensive
income (loss):
Beginning balance
Other comprehensive income
(loss)
Ending balance
119
56
$
—
$
(1)
$
119
55
45
$
(63)
$
(6)
(1)
$
39
(64)
$
—
$ —
$
—
$
(12)
$
4
$
(8)
—
—
—
—
$
—
—
—
$ —
$
—
—
—
—
$
13
(1)
12
—
(4)
—
(4)
$ —
$
9
(1)
8
—
$
31
$
(5)
$
26
$
(4)
$
1
$
(3)
39
(3)
—
36
67
$
(8)
1
—
(7)
$
(12)
$
31
(2)
—
29
55
$
39
(3)
(1)
35
31
$
(7)
1
—
(6)
(5)
$
32
(2)
(1)
29
26
$
(32)
$
(6)
$
(38)
$
(124)
$
10
$
(114)
155
123
$
(7)
$
(13)
$
148
110
92
(16)
$
(32)
$
(6)
$
76
(38)
Cognizant
F-35
December 31, 2021 Form 10-K
Note 15 — Commitments and Contingencies
We are involved in various claims and legal proceedings arising in the ordinary course of business. We accrue a liability
when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is
reasonably possible but not probable, we do not record a liability, but instead disclose the nature and the amount of the claim,
and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. While we do
not expect that the ultimate resolution of any existing claims and proceedings (other than the specific matters described below,
if decided adversely), individually or in the aggregate, will have a material adverse effect on our financial position, an
unfavorable outcome in some or all of these proceedings could have a material adverse impact on results of operations or cash
flows for a particular period. This assessment is based on our current understanding of relevant facts and circumstances. As
such, our view of these matters is subject to inherent uncertainties and may change in the future.
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
Cognizant
F-36
December 31, 2021 Form 10-K
dismiss the second amended complaint. On July 10, 2020, we filed our answer to the second amended complaint. On July 23,
2020, the DOJ filed a motion on consent for leave to intervene and to stay all discovery through the conclusion of the criminal
proceedings in United States v. Gordon J. Coburn and Steven Schwartz, Crim. No. 19-120 (KM), except for documents
produced by us to the DOJ in connection with those criminal proceedings. On July 24, 2020, the USDC-NJ granted the DOJ’s
motion; and on that same day, we filed a motion in the USDC-NJ to certify the June 7, 2020 order for immediate appeal to the
Third Circuit pursuant to 28 U.S.C. § 1292(b). On March 17, 2021, the USDC-NJ issued an order denying our motion.
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.
Cognizant
F-37
December 31, 2021 Form 10-K
We are presently unable to predict the duration, scope or result of the putative shareholder derivative actions. These
lawsuits are subject to inherent uncertainties, the actual cost of such litigation will depend upon many unknown factors and the
outcome of the litigation is necessarily uncertain.
We have indemnification and expense advancement obligations pursuant to our bylaws and indemnification agreements
with respect to certain current and former members of senior management and the Company’s board of directors. In connection
with the matters that were the subject of our previously disclosed internal investigation, the DOJ and SEC investigations and the
related litigation, we have received and expect to continue to receive requests under such indemnification agreements and our
bylaws to provide funds for legal fees and other expenses. 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.
See Note 11 for information relating to the ITD Dispute.
Many of our engagements involve projects that are critical to the operations of our clients’ business and provide benefits
that are difficult to quantify. Any failure in a client’s systems or our failure to meet our contractual obligations to our clients,
including any breach involving a client’s confidential information or sensitive data, or our obligations under applicable laws or
regulations could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although
we attempt to contractually limit our liability for damages arising from negligent acts, errors, mistakes, or omissions in
rendering our services, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in
all instances or will otherwise protect us from liability for damages. Although we have general liability insurance coverage,
including coverage for errors or omissions, 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.
Note 16 — Employee Benefits
We contribute to defined contribution plans in the United States and Europe, including 401(k) savings and supplemental
retirement plans in the United States. Total expenses for our contributions to these plans were $135 million, $118 million and
$117 million for the years ended December 31, 2021, 2020 and 2019, respectively.
We maintain employee benefit plans that cover substantially all India-based employees. The employees’ provident fund,
pension and family pension plans are statutorily defined contribution retirement benefit plans. Under the plans, employees
contribute up to 12.0% of their 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.
Cognizant
F-38
December 31, 2021 Form 10-K
We also maintain a gratuity plan in India that is a statutory post-employment benefit plan providing defined lump sum
benefits. We make annual contributions to the employees’ gratuity fund established with a government-owned insurance
corporation to fund a portion of the estimated obligation. Accordingly, our liability for the gratuity plan reflected the
undiscounted benefit obligation payable as of the balance sheet date, which was based upon the employees’ salary and years of
service. As of December 31, 2021 and 2020, the amount accrued under the gratuity plan was $118 million and $124 million,
which is net of fund assets of $212 million and $186 million, respectively. Expense recognized by us was $70 million, $35
million and $38 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Note 17 — Stock-Based Compensation Plans
The Company's 2017 Incentive Plan and the Purchase Plan provide for the issuance of up to 48.8 million (plus any shares
underlying outstanding awards that are forfeited under the 2009 Incentive Plan) and 40.0 million shares, respectively, of
Class A common stock to eligible employees. The 2017 Incentive Plan does not affect any awards outstanding under the 2009
Incentive Plan. As of December 31, 2021, we have 22.2 million and 3.9 million shares available for grant under the 2017
Incentive Plan and the Purchase Plan, respectively.
The allocation of total stock-based compensation expense between cost of revenues and selling, general and
administrative expenses as well as the related income tax benefit were as follows for the three years ended December 31:
(in millions)
Cost of revenues
SG&A expenses
Total stock-based compensation expense
Income tax benefit
2021
2020
2019
$
$
$
49
197
246
59
$
$
$
51
181
232
48
$
$
$
54
163
217
39
Restricted Stock Units and Performance Stock Units
We granted RSUs that vest proportionately in quarterly or annual installments over periods of up to three years to
employees, including our executive officers. Stock-based compensation expense relating to RSUs is recognized on a straight-
line basis over the requisite service period. A summary of the activity for RSUs granted under our stock-based compensation
plans as of December 31, 2021 and changes during the year then ended is presented below:
Unvested at January 1, 2021
Granted
Vested
Forfeited
Unvested at December 31, 2021
Number of
Units
(in millions)
Weighted Average
Grant Date
Fair Value
(in dollars)
4.4
3.5
(3.0)
(1.0)
3.9
$
$
64.09
74.66
67.50
67.23
70.11
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.
Cognizant
F-39
December 31, 2021 Form 10-K
Unvested at January 1, 2021
Granted
Vested
Forfeited
Adjustment at the conclusion of the performance measurement period
Unvested at December 31, 2021
Number of
Units
(in millions)
Weighted Average
Grant Date
Fair Value
(in dollars)
1.7
1.2
—
(0.5)
(0.1)
2.3
$
$
62.60
73.38
—
67.11
61.83
67.55
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:
Dividend yield
Weighted average volatility factor
Weighted average risk-free interest rate
Weighted average expected life (in years)
Weighted average grant date fair value
2021
1.3 %
27.5 %
0.03 %
0.25
$ 11.72
2020
1.1 %
35.9 %
0.6 %
0.25
9.38
$
2019
1.3 %
24.9 %
2.2 %
0.25
9.82
$
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.
Note 18 — Segment Information
Our reportable segments are:
• Financial Services, which consists of our banking and insurance operating segments;
• Healthcare, which consists of our healthcare and life sciences operating segments;
• Products and Resources, which consists of our retail and consumer goods; manufacturing, logistics, energy, and
utilities; and travel and hospitality operating segments; and
• Communications, Media and Technology, which includes our communications and media operating segment and our
technology operating segment.
Our client partners, account executives and client relationship managers are aligned in accordance with the specific
industries they serve. Our chief operating decision maker evaluates the Company's performance and allocates resources based
on segment revenues and operating profit. Segment operating profit is defined as income from operations before unallocated
costs. Generally, operating expenses for each operating segment have similar characteristics and are subject to the same factors,
pressures and challenges. However, the economic environment and its effects on industries served by our operating segments
may affect revenues and operating expenses to differing degrees.
Cognizant
F-40
December 31, 2021 Form 10-K
Expenses included in segment operating profit consist principally of direct selling and delivery costs (including stock-
based compensation expense) as well as a per employee charge for use of our global delivery centers and infrastructure. Certain
SG&A expenses, the excess or shortfall of incentive-based compensation for commercial and delivery employees as compared
to target, restructuring costs, the 2020 COVID-19 Charges, costs related to the ransomware attack, the 2019 incremental accrual
related to the India Defined Contribution Obligation, a portion of depreciation and amortization and the impact of the
settlements of our cash flow hedges are not allocated to individual segments in internal management reports used by the chief
operating decision maker. Accordingly, such expenses are excluded from segment operating profit and are included below as
“unallocated costs” and adjusted against our total income from operations in the table below. Additionally, management has
determined that it is not practical to allocate identifiable assets by segment, since such assets are used interchangeably among
the segments.
For revenues by reportable segment and geographic area see Note 2.
Segment operating profits by reportable segment were as follows:
(in millions)
Financial Services
Healthcare
Products and Resources
Communications, Media and Technology
Total segment operating profit
Less: unallocated costs
Income from operations
Geographic Area Information
Long-lived assets by geographic area are as follows:
(in millions)
Long-lived Assets:(1)
North America(2)
Europe
Rest of World(3)
Total
2021
2020
2019
1,740
1,551
1,325
941
5,557
2,731
2,826
$
$
1,449
1,383
1,078
794
4,704
2,590
2,114
$
$
1,605
1,261
1,028
732
4,626
2,173
2,453
2021
2020
2019
377
75
719
1,171
$
$
399
88
764
1,251
$
$
445
104
760
1,309
$
$
$
$
(1)
(2)
(3)
Long-lived assets include property and equipment, net of accumulated depreciation and amortization.
Substantially all relates to the United States.
Substantially all relates to India.
Note 19 — Subsequent Events
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.
Cognizant
F-41
December 31, 2021 Form 10-K
Cognizant Technology Solutions Corporation
Valuation and Qualifying Accounts
For the Years Ended December 31, 2021, 2020 and 2019
(in millions)
Description
Warranty accrual:
2021
2020
2019
Valuation allowance—deferred income tax assets:
2021
2020
2019
Balance at
Beginning of
Period
Charged to
Costs and
Expenses
Charged to
Other
Accounts
(in millions)
Deductions
/Other
Balance at
End of
Period
$
$
$
$
$
$
32
33
32
29
24
11
$
$
$
$
$
$
36
32
33
17
5
15
$
$
$
$
$
$
3
—
—
—
—
—
$
$
$
$
$
$
32
33
32
—
—
2
$
$
$
$
$
$
39
32
33
46
29
24
Cognizant
F-42
December 31, 2021 Form 10-K
EXHIBIT 31.1
I, Brian Humphries, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Cognizant Technology Solutions Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Dated: February 16, 2022
/s/ BRIAN HUMPHRIES
Brian Humphries
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
I, Jan Siegmund, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Cognizant Technology Solutions Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Dated: February 16, 2022
/s/ JAN SIEGMUND
Jan Siegmund
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
EXHIBIT 32.1
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, Brian Humphries, Chief Executive Officer of the Company, hereby certifies, pursuant to 18
U.S.C. Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Dated: February 16, 2022
/s/ BRIAN HUMPHRIES
Brian Humphries
Chief Executive Officer
(Principal Executive Officer)
_____________________
* A signed original of this written statement required by Section 906 has been provided to Cognizant Technology Solutions
Corporation and will be retained by Cognizant Technology Solutions Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
EXHIBIT 32.2
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
Michael Patsalos-Fox (CC) (FC) (GC)
Chairman of Board
Cognizant
Former Chairman,
the Americas and
Senior Partner
McKinsey and Company
Former CEO of Stoz Friedberg
Zein Abdalla (FC) (GC*)
Former President
PepsiCo
Vinita Bali (CC) (FC)
Former CEO and Managing Director
Britannia Industries Ltd.
Former Vice President
The Coca-Cola Company
Maureen Breakiron-Evans (AC) (GC)
Former CFO
Towers Perrin
Archana Deskus (CC) (AC)
Executive Vice President
and Chief Information Officer
Paypal
John M. Dineen (AC) (FC*)
Former President and CEO
GE Healthcare
Brian Humphries
Chief Executive Officer
Cognizant
Leo S. Mackay Jr. (AC) (CC*) (GC)
Senior Vice President
Ethics and Enterprise Assurance
Lockheed Martin
Executive committee
Brian Humphries
Chief Executive Officer
Jan Siegmund
Chief Financial Officer
John Kim
Executive Vice President
General Counsel, Chief
Corporate Affairs Officer
and Secretary
Rebecca Schmitt
Executive Vice President
Chief People Officer
Balu Ganesh Ayyar
Executive Vice President
President, Digital Operations
Gregory Hyttenrauch
Executive Vice President
President, Americas
Ursula Morgenstern
Executive Vice President
President, Global Growth Markets
Executive offices
300 Frank W Burr Blvd.
Suite 36, 6th Floor
Teaneck, NJ 07666 USA
Phone: 201.801.0233
www.cognizant.com
Form 10-K
A copy of the Company’s Annual Report on Form
10-K is available without charge upon request by
contacting Investor Relations.
Common stock information
The Company’s Class A Common Stock (CTSH)
is listed on the Nasdaq Global Select market.
Annual meeting date
The Company’s annual meeting
of stockholders will be held on
Tuesday, June 7, 2022, via live
webcast - Please visit
www.virtualshareholdermeeting.com/CTSH2022
Online check-in begins: 9:15 am
Meeting begins: 9:30 am
(All times U.S. Eastern Time)
Rajesh Nambiar
Executive Vice President
President, Digital Business
and Technology
Independent registered public accounting firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
Transfer agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Andrew Stafford
Executive Vice President
Head of Global Delivery
Gaurav Chand
Chief Marketing Officer
Anil Cheriyan
Executive Vice President Strategy
and Technology
Investor relations
For more information, contact:
Tyler Scott, Global Head of Investor Relations
Tyler.Scott@cognizant.com
Stephen J. Rohleder (FC)
Former Group Chief Executive
North America and
Chief Operating Officer
Accenture
Lawrence Wieser
Chief Administrative Officer
Joseph M. Velli (AC) (CC)
Former Senior Executive Vice President
The Bank of New York
Sandra S. Wijnberg (AC*) (FC)
Former Partner
Aquiline Holdings
Former CFO
Marsh & McLennan Companies
Board committees
AC Audit Committee
FC Finance and Strategy Committee
The Annual Report includes statements which may constitute forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily
subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. These
statements include but are not limited to, express or implied forward-looking statements relating to our vision,
strategy and initiatives, including our ESG agenda and net zero commitment; expectations regarding demand
and opportunities in the marketplace; our cost structure; investment in and growth of our business; our ability to
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.
These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many
of which are beyond our control, which could cause actual results to differ materially from those contemplated in
these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results
to differ materially from those expressed or implied include general economic conditions, the continued impact
of the COVID-19 pandemic, changes in the regulatory environment, including with respect to immigration and
taxes, and the other factors discussed in our most recent Annual Report on Form 10-K and other filings with the
CC Compensation and Human
Capital Committee
SEC. Cognizant undertakes no obligation to update or revise any forward-looking statements whether as a result
of new information, future events, or otherwise, except as may be required under applicable securities law.
GC Governance and Sustainability Committee
* Denotes committee chairperson