Cognizant Technology Solutions (CTSH) 10-K risk factor changes: FY2022 vs FY2021

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 [removed: COVID-19 pandemic,] [added: economic environment and inflation,] may cause clients in these geographies to reduce their spending and materially adversely impact our business.

[removed: The COVID-19 pandemic has had a significant and continuing adverse impact upon, and this] [added: Pandemics, epidemics] or other [removed: pandemics] [added: outbreaks of disease have had and] may [added: in the future] have a material adverse impact [removed: upon,] [added: upon] our business, liquidity, results of operations and financial condition.

[removed: The COVID-19 pandemic has had a significant and continuing adverse impact upon, and this] [added: This] or other [removed: pandemics] [added: similar events] 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 [removed: have been hard hit] [added: were significantly impacted] by the [removed: pandemic.][added: COVID-19 pandemic and could be impacted by other future pandemics, epidemics or other outbreaks of disease.]

- *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 [removed: have] faced [removed: 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 [removed: levels.][added: levels during the COVID-19 pandemic and could face such closures in future pandemics, epidemics or other outbreaks of disease.]

The [added: COVID-19] pandemic, particularly in India, but also in the Philippines and other countries where we have near-shore or [added: offshore delivery operations for clients, as well as our in-country offices and offices of clients where our employees may normally work, impacted our ability to deliver services to clients.]

| Cognizant | | | [removed: 12] [added: 15] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

- [removed: *Reduced employee morale] [added: *Increased strain on employees] and [removed: productivity*] [added: management*] – The significant [removed: personal and business] challenges presented by a pandemic, [removed: including the COVID-19 pandemic,] such as the potentially life-threatening health risks to employees and their [removed: families and friends, the closures of schools] [added: loved ones] and the unavailability of various services our employees may rely upon, such as childcare, [removed: have been] [added: were] and may [added: in future pandemics, epidemics or other outbreaks of disease] be a cause of employee morale concerns and may adversely impact employee productivity.

The ultimate extent to which [removed: the pandemic impacts] [added: any future pandemics, epidemics or other outbreaks of disease impact] 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 [removed: delivery, adoption and effectiveness of vaccines, future variants] [added: severity] of the [removed: COVID-19 virus and any resulting impact on] [added: disease to which] the [added: pandemic, epidemic or other outbreak relates; delivery, adoption and] effectiveness of [removed: vaccines, the availability of effective] [added: vaccines or other] treatments for the disease, [added: including any variants;] the duration and extent of the [removed: pandemic] [added: event] and waves of [removed: infection,] [added: infection;] travel restrictions and social [removed: distancing,] [added: distancing;] the duration and extent of business closures and business [removed: disruptions] [added: disruptions;] and the effectiveness of actions taken to contain, treat and prevent the disease.

[removed: As a result,] [added: Correspondingly,] we [removed: hired over a hundred thousand new employees and] [added: have] needed to reskill, retain, integrate and motivate our [added: large] workforce [removed: 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.

We also must continue to maintain [removed: an effective] [added: a] senior leadership team that, among other things, is effective in executing on our strategic goals and growing our digital business.

Competition for skilled labor is intense and, in some jurisdictions [removed: and service areas] in which we operate [removed: and, in particular,] [added: and] in key digital areas, there are more open positions than qualified persons to fill these positions.

| Cognizant | | | [removed: 13] [added: 16] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

[added: Additionally, if we are unable to offer our employees a value proposition that is] competitive and appealing, it could have an adverse effect on engagement and retention, which may materially adversely affect our business.

To achieve such growth, we must, among other things, continue to significantly expand our global operations, [removed: increase our product and service offerings,] in particular with respect to digital, and scale our infrastructure to support such business [removed: growth.][added: growth and ensure that our service offerings remain responsive to market demand.]

We may not be successful in identifying suitable opportunities, completing targeted transactions or achieving the desired [removed: results, and] [added: results in the timeframe we expect or at all,] such opportunities may divert our management's time and focus away from our core [removed: business.][added: business and realizing the desired results of a particular transaction may depend upon competition, market trends, additional costs or investments and the actions of suppliers or other third parties.]

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 [removed: structure.][added: structure, and these risks may be magnified by the size and number of transactions we execute.]

Our profitability depends on the efficiency with which we run our operations [added: (including changes in our internal organizational structure)] and the cost of our operations, especially the compensation and benefits costs of our employees.

Increases in wages and other costs, including as a result of attrition, may [added: also] put pressure on our [removed: profitability.]

[removed: 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.

Failure to satisfy these requirements could significantly reduce our fees under the contracts, increase [added: 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.]

| Cognizant | | | [removed: 14] [added: 17] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

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 [removed: future, result] [added: future result,] in significant losses on such contracts.

We face intense and evolving competition and [removed: significant technological advances that] our service offerings must keep pace with [added: significant technological advances] in the rapidly changing markets we compete in.

[removed: Business](#ifd39e1805645444d8faa2f6b56f7b1fc_13)\-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.

If we are not able to [added: supply clients with services that they deem superior and] successfully apply [added: current business models with] market level pricing [removed: and manage] [added: while managing] discounts, we may [added: lose business to competitors and] face downward pressure on gross margins and profitability.

Our [removed: success] [added: competitiveness also] 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 [removed: solutions.][added: solutions, among others.]

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 [removed: 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.]

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 [removed: products] [added: products, thereby] impairing our ability to provide the services and solutions demanded by 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 [removed: threats,] [added: threats (including inappropriate access),] 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.

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 [added: regulatory actions, up to and including criminal prosecution, 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.]

| Cognizant | | | [removed: 15] [added: 18] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

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 [removed: all.][added: all, and our insurers may not continue to provide coverage on reasonable terms or may disclaim coverage as to any future claims.]

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 [removed: attacks.][added: attacks or insufficient for us to quickly recover from any future attack to efficiently continue our business operations.]

We are required to comply with increasingly complex and changing data security and privacy regulations in the United States, the [removed: United Kingdom, the European Union] [added: EU, India] and in other jurisdictions in which we [removed: operate that regulate the collection, use and transfer of personal data.][added: operate.]

[removed: These laws can include stringent compliance obligations regarding the handling of] personal data [removed: as well as potential for] [added: and can include] significant financial penalties for noncompliance.

In the United States, federal sectoral laws, such as the Health Insurance Portability and Accountability Act, and [removed: recently enacted] [added: comprehensive] state legislation, such as the California Consumer Privacy [removed: Act, and] [added: Act of 2018, together with] its [removed: successor] [added: successor,] the California Privacy Rights Act [added: (the “CPRA”)] that [removed: will go] [added: went] into effect on January 1, 2023, [added: and similar legislation in several other states that is expected to take effect throughout 2023,] impose or will impose extensive privacy requirements on organizations that handle personal data.

Proposals for federal [added: comprehensive] privacy legislation continue and other new state [added: comprehensive] privacy [removed: sectoral] laws [removed: such as Virginia and Colorado] are [removed: on the horizon.][added: under consideration.]

System failures, outages and operational disruptions may be caused by factors outside of our control, such as [removed: hostilities,] [added: hostilities (including the ongoing conflict between Russia and Ukraine),] political unrest, terrorist attacks, [added: cybersecurity incidents, power or water shortages or telecommunications failures,] natural [added: or man-made] disasters [added: or other catastrophic events] (including [added: extreme weather conditions and other] events that may be caused or exacerbated by climate change), and public health [removed: emergencies] [added: emergencies, epidemics] and pandemics, [removed: such as the COVID-19 pandemic,] affecting the geographies where our people, equipment and clients are located.

In 2021 and most of 2022, we, and we believe the IT industry as a whole, experienced unprecedented attrition.

As a result, we hired over a hundred thousand new employees in each of 2021 and 2022.

The rate of attrition began to decrease in the second half of 2022, but if such attrition levels do not continue to decrease or if they increase again in the future, it could materially adversely affect our business.

We compete for employees not only with other companies in our industry but also with companies in other industries, such as software services, engineering services and financial services companies.

Many of our contracts with clients are short-term, and our business, results of operations and financial condition could be adversely affected if our clients terminate their contracts on short notice.

Consistent with industry practice, many of our contracts with clients are short-term or can be terminated by our clients with short notice and without significant early termination cost.

Even if not terminated, clients may be able to delay, reduce or eliminate spending on the services and solutions we provide, choose not to retain us for additional stages of a project, try to renegotiate the terms of a contract or cancel or delay additional planned work.

Terminations and such other events may result from factors that are beyond our control and unrelated to our work product or the progress of the project, including the business, financial or labor conditions of a client, changes in ownership, management or the strategy of a client or economic or market conditions generally or specific to a client’s industry.

When contracts are terminated or spending delayed, we lose the anticipated revenues and might not be able to eliminate our associated costs in a timely manner.

In particular, the loss of a significant client or a few significant clients could materially reduce revenues for the Company as a whole or for a particular business segment.

In addition, our operating margins in subsequent periods could be lower than expected.

If we are unable to replace the lost revenues with other work on terms we find acceptable or effectively eliminate costs, our business, results of operations and financial condition could be adversely affected.

Our utilization rates are further affected by a number of factors, including our ability to transition employees from completed projects to new assignments, hire and assimilate new employees, forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforce and manage attrition, and our need to devote time and resources to training, professional development and other typically non-chargeable activities.

profitability.

Our profitability is also impacted by our ability to accurately estimate, attain and sustain revenues from client engagements, margins and cash flows over contract periods and general economic and political conditions.

The COVID-19 pandemic had, and any future pandemic, epidemic or other outbreak of disease may have, widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets and business practices by, among other things, causing significant loss of life, curtailing congregation of people and disrupting communications and travel.

Such outbreaks could reduce demand for our services, particularly in regions or industries that are significantly impacted by such events.

A similar future pandemic, epidemic or other outbreak of disease, or a future security incident during such circumstances, could materially impair our ability to deliver services to clients.

Addressing these employee morale and productivity concerns as well as other significant challenges presented by such events, including various business continuity measures demands significant management time and attention.

Further, any future pandemic, epidemic or other outbreak of disease, and the volatile regional and global economic conditions stemming from such an event, could precipitate or aggravate the other risk factors that we identify in this report, any of which could have a material adverse impact to our business.

Fluctuations in foreign currency exchange rates, or the failure of our hedging strategies to mitigate such fluctuations, can adversely impact our profitability, results of operations and financial condition.

We are

Further, if we do not accurately estimate the effort, costs or timing for meeting our contractual commitments or completing engagements to a client's satisfaction, our contracts could have delivery inefficiencies and be less profitable than expected or unprofitable.

Business-Competition](#i3254ddb0bbd740dd900dc699f73182d2_16).” We compete on the basis of 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.

The less we are able to differentiate our services and solutions and/or clearly convey the value of our services and solutions, the more difficulty we have in winning new work in sufficient volumes and at our target pricing and overall economics.

Competitors may also be willing, at times, to take on more risk or price contracts lower than us in an effort to enter the market or increase market share.

Any inability to compete effectively would materially adversely affect our business, results of operations and financial condition.

Any performance failure on the part of our alliance partners, or the discontinuance by such alliance partners of services that we have relied on them to perform for our clients, could delay our performance or require us to engage alternative third parties to perform the services at our cost or to perform them ourselves, any of which could deprive us of potential revenue or adversely impact our profitability.

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.

In addition, our clients may delay spending under existing contracts and engagements or delay entering into new contracts while evaluating new technologies.

Such delays can negatively impact our results of operations if we are unable to adapt our pricing or the pace and level of spending on new technologies is not sufficient to make up any shortfall.

Further, as we expand into these areas, we may be exposed to operational, legal, regulatory, ethical, technological and other risks specific to such new areas, which may negatively affect our reputation and demand for our services and solutions.

In addition, the products, services and software that we provide to our clients, or the third-party components we use to provide such products, services and software, may unintentionally contain or introduce cybersecurity threats or vulnerabilities to our clients’ information technology networks.

Our clients may maintain their own proprietary, sensitive, or confidential information that could be compromised in a cybersecurity attack, or their systems may be disabled or disrupted as a result of such an attack.

Our clients, regulators, or other third parties may attempt to hold us liable, through contractual indemnification clauses or directly, for any such losses or damages resulting from such an attack.

In addition, Russia’s invasion of Ukraine and associated international tensions have heightened the overall risk of cyber-threats and, while we have taken steps to mitigate such risks, those steps may not be successful.

Our clients, suppliers, subcontractors, and other third parties with whom we do business, including in particular cloud service providers and software vendors, generally face similar cybersecurity threats, and we must rely on the safeguards adopted by these parties.

If these third parties do not have adequate safeguards or their safeguards fail, it might result in breaches of our systems or applications and unauthorized access to or disclosure of our and our clients’ confidential data.

In addition, we are subject to vulnerabilities in third-party technology components we use in our business and are typically not aware of such vulnerabilities until we receive notice from the third parties who have created the exposure.

Due to this delay, our responses to such vulnerabilities may not be adequate or prompt enough to prevent their exploitation.

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 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.

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.

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.

In 2021, we experienced unprecedented attrition, which was considered industry-wide.

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.

Additionally, if we are unable to maintain an employee environment that is

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.

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.

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.

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.

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.

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.

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.

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.

Cognizant is one of the world’s leading professional services companies, engineering modern [removed: business] [added: businesses and delivering strategic outcomes] for [removed: the digital era.][added: our clients.]

Our services include digital services and solutions, consulting, application development, systems integration, [removed: application testing,] [added: quality engineering and assurance,] application maintenance, infrastructure [removed: services] and [added: security as well as] business process [removed: services.][added: services and automation.]

Digital services [removed: have become] [added: continue to be] an [removed: increasingly] important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses.

[removed: 2021] [added: 2022] Financial Results

| [removed: Revenue] [added: é] | | | [added: 1.4% as a % of revenue | | | | | | | | | | | |]

[added: |] GAAP [added: | | | | | | Adjusted1 | | |]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

| GAAP | | | | | | [removed: GAAP | | | | | |] Adjusted1 | | | [removed: | | | GAAP | | | | | | Adjusted1 | | | | | | GAAP | | | | | | Adjusted1 | | |]

During the year ended December 31, [removed: 2021,] [added: 2022,] revenues increased by [removed: $1,855] [added: $921] million as compared to the year ended December 31, [removed: 2020,] [added: 2021,] representing growth of [removed: 11.1%,] [added: 5.0%,] or [removed: 10.0%] [added: 7.5%] on a constant currency basis1.

Revenues in [removed: the Communications, Media and Technology] [added: this] segment [removed: benefited] [added: reflected growing demand] from our technology [removed: clients' growing demand] [added: clients] for services related to digital [removed: content.][added: content, primarily driven by the largest clients in this segment, as well as demand for personalized user experiences and data modernization.]

Our operating margin and Adjusted Operating [removed: Margin1 increased to] [added: Margin2 were each] 15.3% [removed: and 15.4%, respectively,] for the year ended December 31, [removed: 2021 from 12.7% and 14.4%, respectively, for the year ended December 31, 2020.][added: 2022.]

See “Non-GAAP Financial Measures” for more information and [removed: reconciliations] [added: reconciliation] to the most directly comparable GAAP financial measures.

| Cognizant | | | [removed: 22] [added: 27] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

[removed: As a result,] [added: (1) During 2021,] we recorded a [removed: $20 million] Class Action Settlement Loss in "Selling, general and administrative expenses" in our consolidated financial statements.

[removed: For further information see] [added: See] [Note [removed: 15](#ifd39e1805645444d8faa2f6b56f7b1fc_205)] [added: 10](#i3254ddb0bbd740dd900dc699f73182d2_193)] to our consolidated financial statements.

[removed: In addition, our] [added: We expect] clients [removed: will likely] [added: to] 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, [added: including the increasing uncertainty related to the global economy,] which could affect their demand for our services.

Competition for skilled employees in the current labor market is [removed: intense,] [added: intense] and [added: in 2021 and 2022,] we experienced significantly elevated voluntary [removed: attrition during 2021.][added: attrition.]

For the three months ended December 31, [removed: 2021,] [added: 2022,] our annualized attrition rate, including both voluntary and involuntary, was [removed: 34.6%] [added: 25.3%] as compared to [removed: 19.0%] [added: 34.6%] for the three months ended December 31, [removed: 2020.][added: 2021.]

For the year ended December 31, [removed: 2021,] [added: 2022,] our [removed: attrition rate,] [added: attrition,] including both voluntary and involuntary, was [removed: 30.8%] [added: 31.7%] as compared to [removed: 20.6%] [added: 30.8%] for the year ended December 31, [removed: 2020.][added: 2021.]

Challenges attracting and retaining [removed: highly qualified] personnel have negatively impacted [added: and may continue to negatively impact cost of delivery and] our ability to satisfy client [removed: demand and achieve our full revenue potential.][added: demand.]

Further, our ongoing and anticipated future efforts with respect to recruitment, talent management and employee engagement may not be successful and may [added: continue to] result in increased [removed: delivery costs during 2022.][added: compensation costs.]

2 Adjusted Operating Margin [removed: and Adjusted Diluted EPS are] [added: is] not [removed: measurements] [added: a measurement] of financial performance prepared in accordance with GAAP.

| Cognizant | | | [removed: 23] [added: 28] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

[added: While we strive to adjust pricing to reduce the] impact of compensation increases on our operating margin, we may not be successful in fully recovering these increases, which could adversely affect our [removed: profitability and operating margin.][added: profitability.]

Risk [removed: Factors.](#ifd39e1805645444d8faa2f6b56f7b1fc_16)][added: Factors.](#i3254ddb0bbd740dd900dc699f73182d2_19)]

| Cognizant | | | [removed: 24] [added: 29] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

*For a discussion of our results of operations for the year ended December 31, [removed: 2019,] [added: 2020,] including a year-to-year comparison between [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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, [removed: 2020.*][added: 2021.*]

The Year Ended December 31, [removed: 2021] [added: 2022] Compared to The Year Ended December 31, [removed: 2020][added: 2021]

| (Dollars in millions, except per share data) | | | | | | [removed: 2021] [added: 2022] | | | | | | Revenues | | | | | | [removed: 2020] [added: 2021] | | | | | | Revenues | | | | | | | | | $ | | | | | | % | | |

| Cost of [removed: revenues(1)] [added: revenues(a)] | | | | | | [removed: 11,604] [added: 12,448] | | | | | | [removed: 62.7] [added: 64.1] | | | | | | [removed: 10,671] [added: 11,604] | | | | | | [removed: 64.1] [added: 62.7] | | | | | | | | | [removed: 933] [added: 844] | | | | | | [removed: 8.7] [added: 7.3] | | |

| Selling, general and administrative [removed: expenses(1)] [added: expenses(a)] | | | | | | [removed: 3,503] [added: 3,443] | | | | | | [removed: 18.9] [added: 17.7] | | | | | | [removed: 3,100] [added: 3,503] | | | | | | [removed: 18.6] [added: 18.9] | | | | | | | | | [removed: 403] [added: (60)] | | | | | | [removed: 13.0] [added: (1.7)] | | |

| Depreciation and amortization expense | | | | | | [removed: 574] [added: 569] | | | | | | [removed: 3.1] [added: 2.9] | | | | | | [removed: 552] [added: 574] | | | | | | [removed: 3.3] [added: 3.1] | | | | | | | | | [removed: 22] [added: (5)] | | | | | | [removed: 4.0] [added: (0.9)] | | |

| Income from operations | | | [removed: | | | 2,826] [added: $] | [added: 2,968] | | | | | 15.3 | | | | | | [removed: 2,114 | | | | | | 12.7 | | |] [added: $] | [added: 2,826] | | | | | [removed: 712] [added: 15.3] | | | | | | [removed: 33.7] [added: $] | [added: 142] | |

| Other income (expense), net | | | | | | [removed: 1] [added: 48] | | | | | | | | | | | | [removed: (18)] [added: 1] | | | | | | | | | | | | | | | [removed: 19] [added: 47] | | | | | | [removed: (105.6)] [added: *] | | |

| Income before provision for income taxes | | | | | | [removed: 2,827] [added: 3,016] | | | | | | [removed: 15.3] [added: 15.5] | | | | | | [removed: 2,096] [added: 2,827] | | | | | | [removed: 12.6] [added: 15.3] | | | | | | | | | [removed: 731] [added: 189] | | | | | | [removed: 34.9] [added: 6.7] | | |

| Provision for income taxes | | | | | | [removed: (693)] [added: (730)] | | | | | | | | | | | | [removed: (704)] [added: (693)] | | | | | | | | | | | | | | | [removed: 11] [added: (37)] | | | | | | [removed: (1.6)] [added: 5.3] | | |

| Income (loss) from equity method investments | | | | | | [removed: 3] [added: 4] | | | | | | | | | | | | [removed: —] [added: 3] | | | | | | | | | | | | | | | [removed: 3] [added: 1] | | | | | | [removed: *] [added: 33.3] | | |

| Revenues | | |

| GAAP | | | | | | Adjusted1 | | |

| Revenue up $921 million or 5.0% from 2021; 7.5% in constant currency1 | | | | | | Income from Operations up $142 million or 5.0% from 2021 Adjusted Income from Operations1 up $122 million or 4.3% from 2021 | | | | | | | | | | | | Operating margin flat compared to 2021 Adjusted Operating Margin1 down 10 basis points from 2021 | | | | | | | | | | | | Diluted EPS up $0.36 or 8.9% from 2021 Adjusted Diluted EPS1 up $0.28 or 6.8% from 2021 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our recently completed acquisitions contributed 100 basis points to revenue growth while the previously disclosed sale of the Samlink subsidiary, which was completed on February 1, 2022, negatively impacted revenue growth by 60 basis points.

Revenue growth was strongest in our Communications, Media and Technology and Products and Resources segments.

Revenues in our Financial Services segment reflect the negative impact of the previously disclosed sale of the Samlink subsidiary, which was completed on February 1, 2022.

For further details, see the "Revenues - Reportable Business Segments" section within the [Results of Operations](#i3254ddb0bbd740dd900dc699f73182d2_58).

Revenue growth was driven by our clients' continued adoption and integration of digital technologies as well as pricing improvements but was negatively impacted by challenges attracting and retaining personnel and slowing demand for our services through the second half of 2022.

Attrition and hiring challenges have also resulted in increased cost of delivery.

Our 2022 operating margin was positively impacted by economies of scale that allowed us to leverage our cost structure over a larger organization, delivery efficiencies, pricing improvements and the depreciation of the Indian rupee against the U.S. dollar, partially offset by increased compensation costs for our delivery personnel (including employees and subcontractors) as well as a 30 basis point negative impact due to the impairment of certain capitalized costs related to a large volume-based contract with a Health Sciences client.

Our 2021 GAAP operating margin was negatively impacted by the Class Action Settlement Loss, which was excluded from our Adjusted Operating Margin2 in 2021.

See "Overview" within [Part I, Item 1.

Business](#i3254ddb0bbd740dd900dc699f73182d2_16) for information on our four strategic priorities.

We saw improvement in our annualized attrition rate for the three months ended December 31, 2022 and we expect our annualized attrition rate for the first quarter of 2023 to be lower than our full year 2022 rate.

Attrition can be difficult to predict as it is impacted by both macroeconomic and internal factors.

The invasion of Ukraine by Russia and the sanctions and other measures being imposed in response to this conflict have increased the level of economic and political uncertainty worldwide.

We do not have employees, facilities or significant operations in either Russia or Ukraine and revenues generated from clients in both countries were immaterial in both 2021 and 2022.

However, the continuation of the hostilities or the expansion of the current conflict’s scope into surrounding geographic areas could impact us or our clients, vendors or subcontractors, which could in turn impact our operations and financial performance.

We continue to monitor the situation closely to ensure business continuity plans are in place for neighboring countries where we have a presence.

| Revenues | | | | | | $ | 19,428 | | | | | 100.0 | | | | | | $ | 18,507 | | | | | 100.0 | | | | | | | | | $ | 921 | | | | | 5.0 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 2,290 | | | | | 11.8 | | | | | | $ | 2,137 | | | | | 11.5 | | | | | | | | | $ | 153 | | | | | 7.2 | | |

| Diluted EPS | | | | | | $ | 4.41 | | | | | | | | | | | $ | 4.05 | | | | | | | | | | | | | | $ | 0.36 | | | | | 8.9 | | |

Our recently completed acquisitions contributed 100 basis points to revenue growth while the previously disclosed sale of the Samlink subsidiary, which was completed on February 1, 2022, negatively impacted revenue growth by 60 basis points.

Revenue growth was driven by our clients' continued adoption and integration of digital technologies as well as pricing improvements but was negatively impacted by challenges attracting and retaining personnel and slowing demand for our services through the second half of 2022.

| North America | | | | | | $ | 4,312 | | | | | 108 | | | | | | 2.6 | | | | | | 2.8 | | | | | | $ | 4,853 | | | | | 282 | | | | | | 6.2 | | | | | | 6.2 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United Kingdom | | | | | | 599 | | | | | | 52 | | | | | | 9.5 | | | | | | 18.6 | | | | | | 171 | | | | | | 3 | | | | | | 1.8 | | | | | | 10.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continental Europe | | | | | | 590 | | | | | | (155) | | | | | | (20.8) | | | | | | (13.0) | | | | | | 483 | | | | | | 6 | | | | | | 1.3 | | | | | | 10.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Europe - Total | | | | | | 1,189 | | | | | | (103) | | | | | | (8.0) | | | | | | 0.4 | | | | | | 654 | | | | | | 9 | | | | | | 1.4 | | | | | | 10.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Rest of World | | | | | | 571 | | | | | | 16 | | | | | | 2.9 | | | | | | 8.4 | | | | | | 124 | | | | | | 3 | | | | | | 2.5 | | | | | | 11.6 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | $ | 6,072 | | | | | 21 | | | | | | 0.3 | | | | | | 2.8 | | | | | | $ | 5,631 | | | | | 294 | | | | | | 5.5 | | | | | | 6.8 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North America | | | | | | $ | 3,078 | | | | | 141 | | | | | | 4.8 | | | | | | 5.0 | | | | | | $ | 2,192 | | | | | 268 | | | | | | 13.9 | | | | | | 14.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United Kingdom | | | | | | 521 | | | | | | 50 | | | | | | 10.6 | | | | | | 22.7 | | | | | | 519 | | | | | | 63 | | | | | | 13.8 | | | | | | 26.3 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continental Europe | | | | | | 585 | | | | | | 46 | | | | | | 8.5 | | | | | | 21.1 | | | | | | 137 | | | | | | (21) | | | | | | (13.3) | | | | | | (2.6) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Europe - Total | | | | | | 1,106 | | | | | | 96 | | | | | | 9.5 | | | | | | 21.8 | | | | | | 656 | | | | | | 42 | | | | | | 6.8 | | | | | | 18.8 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Rest of World | | | | | | 382 | | | | | | 53 | | | | | | 16.1 | | | | | | 20.8 | | | | | | 311 | | | | | | 6 | | | | | | 2.0 | | | | | | 9.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | $ | 4,566 | | | | | 290 | | | | | | 6.8 | | | | | | 10.2 | | | | | | $ | 3,159 | | | | | 316 | | | | | | 11.1 | | | | | | 14.6 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Banking | | | ê | | | $97M | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We are continuing to invest in digital services with a focus on four key areas: IoT, digital engineering, data and cloud.

Adjusted

| Revenue up $1,855 million or 11.1% from 2020; 10.0% in constant currency1 | | | | | | Income from Operations up $712 million or 33.7% from 2020 | | | | | | Income from Operations up $452 million or 18.9% from 2020 | | | | | | Operating margin up 260 bps from 2020 | | | | | | Operating margin up 100 bps from 2020 | | | | | | Diluted EPS up $1.48 or 57.6% from 2020 | | | | | | Diluted EPS up $0.70 or 20.5% from 2020 | | |

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.

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 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

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.

The loss is excluded from Adjusted Operating Margin2 and Adjusted Diluted EPS2.

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.

We expect this impact to continue in 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

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.

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 [removed: currencies, particularly the Indian rupee.][added: currencies.]

Revenues from our clients in the United Kingdom, Continental Europe and Rest of World represented [removed: 8.9%, 10.3%] [added: 9.3%, 9.2%] and 7.1%, respectively, of our [removed: 2021] [added: 2022] revenues, and are typically denominated in currencies other than the U.S. dollar.

A [removed: significant] [added: predominant] portion of our costs in India are denominated in the Indian rupee, representing [removed: 21.2%] [added: 23.5%] of our global operating costs during [removed: 2021,] [added: 2022,] and are subject to foreign currency exchange rate fluctuations.

We have entered into a series of foreign exchange forward [removed: and option] contracts that are designated as cash flow hedges of certain Indian rupee denominated payments in India.

As of December 31, [removed: 2021,] [added: 2022,] the notional value and weighted average contract rates of these contracts by year of maturity were as follows:

As of December 31, [removed: 2021,] [added: 2022,] the net unrealized [removed: gain] [added: loss] on our outstanding foreign exchange forward [removed: and option] contracts designated as cash flow hedges was [removed: $66] [added: $68] million.

Based upon a sensitivity analysis at December 31, [removed: 2021,] [added: 2022,] 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 [removed: and option] contracts designated as cash flow hedges of approximately [removed: $249] [added: $267] million.

In [removed: 2021,] [added: 2022,] we reported foreign currency exchange losses, exclusive of hedging [removed: losses,] [added: gains,] of approximately [removed: $33] [added: $16] 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 [removed: 2022] [added: the first quarter of 2023] 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, [removed: 2021,] [added: 2022,] the notional value of these outstanding contracts was [removed: $847] [added: $1,433] million and the net unrealized loss was [removed: $4] [added: $1] million.

Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31, [removed: 2021,] [added: 2022,] 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 [added: our foreign exchange forward contracts not designated as hedges of] approximately [removed: $21] [added: $79] million.

[removed: We have] [added: In October 2022, we completed] a [added: debt refinancing and entered into the New] Credit Agreement [added: with a commercial bank syndicate] providing for a [removed: $750] [added: $650] million [removed: unsecured] [added: New] Term Loan and a [removed: $1,750] [added: $1,850] million unsecured revolving credit facility, which are due to mature in [removed: November 2023.][added: October 2027.]

The [added: New] Credit Agreement requires interest to be paid, at our option, at either the [removed: ABR, the Eurocurrency Rate or the] [added: Term Benchmark, Adjusted] Daily Simple RFR [added: or the ABR Rate] (each as defined in the [added: New] Credit Agreement), plus, in each case, an Applicable Margin (as defined in the [added: New] Credit Agreement).

| Cognizant | | | [removed: 37] [added: 40] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

The [added: New] Term Loan is a [removed: Eurocurrency] [added: Term Benchmark] loan.

A [removed: 10.0%] [added: 100 basis point] change in interest rates, with all other variables held constant, would have an immaterial effect on our reported interest expense.

| 2023 | | | $ | 1,865 | | | | | 81.3 | | |

| 2024 | | | 1,010 | | | | | | 84.3 | | |

| Total | | | $ | 2,875 | | | | | 82.3 | | |

We have $1,238 million of cash equivalents and $310 million of short-term investments as of December 31, 2022.

Our cash equivalents consist of commercial paper, money market funds and time deposits.

Our short-term investments consist primarily of certificates of deposits and commercial paper, classified as either available-for-sale or held-to-maturity, and time deposits.

Our investments are exposed to fluctuations in interest rates, which may affect our interest income and the fair market value of our investments.

As of December 31, 2022, a 100 basis point change in interest rates, with all other variables held constant, would have an immaterial effect on the fair value of our available-for-sale and held-to-maturity securities.

| 2022 | | | $ | 1,643 | | | | | 78.7 | | |

| 2023 | | | 880 | | | | | | 80.9 | | |

| Total | | | $ | 2,523 | | | | | 79.4 | | |

We are required under the Credit Agreement to make scheduled quarterly principal payments on the Term Loan.

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).

Cognizant is one of the world’s leading professional services companies, engineering modern [removed: business] [added: businesses and delivering strategic outcomes] for [removed: the digital era.][added: our clients.]

Our services include digital services and solutions, consulting, application development, systems integration, [removed: application testing,] [added: quality engineering and assurance,] application maintenance, infrastructure [removed: services] and [added: security as well as] business process [removed: services.][added: services and automation.]

Digital services [removed: have become] [added: continue to be] an [removed: increasingly] important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses.

[removed: ][added: ]

In order to achieve this vision and support our clients, we are [removed: focusing] [added: continuing to focus] our business on four strategic priorities to increase our commercial momentum and accelerate growth.

- Repositioning our brand - improving global brand recognition and becoming better known as a global digital partner to the entire [removed: C-suite; and][added: C-suite.]

- Increasing our relevance to our clients - leading with thought leadership and capabilities to address clients' business [removed: needs.][added: needs; and]

See [Note [removed: 3](#ifd39e1805645444d8faa2f6b56f7b1fc_166)] [added: 3](#i3254ddb0bbd740dd900dc699f73182d2_169)] to our consolidated financial statements for additional information.

[removed: Business] [added: Reportable Business] Segments

| Cognizant | | | [removed: 3] [added: 5] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

Our FS segment includes banking, capital [removed: markets] [added: markets, payments] 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, [removed: as well as our clients' adoption] [added: adopting] and [removed: integration of] [added: integrating] digital [removed: technologies, including customer experience enhancement, robotic process automation, analytics and AI] [added: technologies] in [removed: areas such as digital lending, fraud detection and next generation payments.][added: order to do so.]

Our [removed: HC] [added: HS] segment consists of healthcare providers and payers as well as life sciences companies, including pharmaceutical, biotech and medical device companies.

Our P&R segment includes manufacturers, [added: automakers,] 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 [added: and sustainability] of their [removed: operations,] [added: operations;] the enablement and integration of mobile platforms to support sales and other omni-channel commerce [removed: initiatives,] [added: initiatives; the generational shift from mechanical to software-defined, experience-driven vehicles; grid modernization to prepare for a decarbonized] and [added: consumer-driven energy landscape; 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 [removed: information,] [added: global communications,] media and entertainment, [removed: communications] [added: education, information services] and technology companies.

For the year ended December 31, [removed: 2021,] [added: 2022,] the distribution of our revenues across our four [removed: industry-based] [added: reportable] business segments was as follows:

[removed: ][added: ]

The services we provide are distributed among a number of clients in each of our [added: reportable] business segments.

See [Note [removed: 2](#ifd39e1805645444d8faa2f6b56f7b1fc_163)] [added: 2](#i3254ddb0bbd740dd900dc699f73182d2_166)] 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 [added: reportable] business segments.

| Cognizant | | | [removed: 4] [added: 6] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

Our services include digital services and solutions, consulting, application [removed: services,] [added: development,] systems integration, [added: quality engineering and assurance, application maintenance,] infrastructure [removed: services] and [added: security as well as] business process [removed: services.][added: services and automation.]

[removed: The COVID-19 pandemic accelerated] [added: In the post-pandemic environment,] our [removed: clients'] [added: clients have a sustained] 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 [removed: efficient, effective] [added: modern] and [removed: modern.][added: intuitive.]

We deliver all of our services and solutions across our four [removed: industry-based] [added: reportable] business segments to best address our clients' individual needs.

Our consulting professionals have deep industry-specific expertise and work closely [removed: with] [added: across] our [removed: practice areas] [added: practices] to create [removed: modern frameworks, platforms and solutions] [added: intuitive operating models] that leverage a wide range of digital technologies across our clients’ [removed: businesses] [added: enterprises] to deliver higher levels of [removed: efficiency and] [added: efficiency,] new value for their [removed: customers.][added: customers and business outcomes that align to their industries.]

Our [removed: Digital Business & Technology] [added: Core Technologies and Insights integrated] practice helps clients build [removed: modern enterprises] [added: agile and relevant organizations] that apply the power of cloud, data, software, and IoT to help them perform better and innovate faster.

Areas of focus [removed: within this practice] are:

- IoT, which unlocks greater productivity and new business [removed: models;][added: models.]

- [removed: experience-driven software] [added: Digital] engineering, which [removed: designs, engineers and] delivers modern business software; [added: and]

[removed: We achieve this] [added: Our Intuitive Operations and Automation integrated practice helps clients build and run modern operations] through two main [removed: vehicles –] [added: vehicles:] intelligent [removed: process] automation and [removed: outsourced] business process [added: outsourcing] services.

Our [removed: intelligent process] automation advisory, implementation and managed services experts partner with clients to transform [removed: end to end] [added: end-to-end] processes, design and manage the next-generation human and digital workforce, enable seamless experiences [removed: for customers] and [removed: employees, and] achieve multi-fold productivity increases.

Our [removed: outsourced] business process [added: outsourcing] services help clients transform and run functions and industry-specific processes such as finance and accounting, omni-channel customer care, loan origination, [added: annotation services, location-based services] and [removed: pharmacovigilance.][added: medical data management.]

[removed: Outsourced services can] [added: - Business process outsourcing services, which] help [removed: accelerate digital transformation and] deliver business outcomes including revenue growth, increased customer [removed: satisfaction] and [added: employee satisfaction, and] cost [removed: savings.][added: savings; and]

| Cognizant | | | [removed: 5] [added: 7] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

We [removed: use a] [added: operate in an integrated] global delivery model, with delivery centers worldwide to provide our full range of services to our clients.

As we [added: continue to] 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.

We had approximately [removed: 330,600] [added: 355,300] employees at the end of [removed: 2021,] [added: 2022,] with [removed: 40,900] [added: 258,500] in [added: India, 41,100 in] North America, [removed: 15,700] [added: 18,200] in Continental Europe, [removed: 8,100] [added: 9,200] in the United Kingdom and [removed: 265,900] [added: 28,300] in various other locations throughout the rest of the [removed: world, including 240,000 in India.][added: world.]

This represents an increase of [removed: 41,100] [added: 24,700] employees as compared to December 31, [removed: 2020.][added: 2021.]

| Cognizant | | | [removed: 6] [added: 8] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

In 2022, we completed two such acquisitions to complement the 16 acquisitions we completed during 2020 and 2021.

We go to market across seven industry-based operating segments, which are aggregated into four reportable business segments:

- Financial Services (FS)

◦Banking

◦Insurance

- Health Sciences (HS) - This reportable business segment is comprised of a single operating segment of the same name.

- Products and Resources (P&R)

◦Retail and Consumer Goods

◦Manufacturing, Logistics, Energy and Utilities

◦Travel and Hospitality

- Communications, Media and Technology (CMT) \- This reportable business segment is comprised of a single operating segment of the same name.

These digital technologies enable customer experience enhancement, robotic process automation, analytics and AI in areas such as digital lending, fraud detection and next generation payments.

In response to this demand, we are focusing on services and solutions in the areas of monetization of networks, assets and platforms, as well as data modernization and customer experience design.

Our services and solutions are organized into four integrated practices to simplify our operating model and better serve our clients through integrated solutioning and delivery.

These integrated practices are Core Technologies and Insights, Enterprise Platform Services, Intuitive Operations and Automation, and Software and Platform Engineering.

Core Technologies and Insights

Our clients are able to harness data securely in cloud-first architectures, enabling them to become highly resilient enterprises that are capable of quickly adapting to market dynamics.

- Cloud, infrastructure and security, which helps simplify, modernize and safeguard IT environments, creating new business opportunities;

- AI and analytics, which helps clients formulate actionable insights from unstructured data to drive a greater understanding of their customers and operations; and

Enterprise Platform Services

Our Enterprise Platform Services integrated practice helps our clients digitally transform multiple front- and back-office business processes, implementing enterprise-wide platforms that enable customer experience, customer relationship management, human capital management, supply chain management, enterprise resource planning and finance.

Our services decrease time to market, drive efficiencies and deliver impactful experiences.

Our clients are able to better share information, simplify IT processes, automate workflow and improve flexibility.

This practice focuses on application services, which help enterprises engage their partner ecosystems more productively, and run their operations and financial organizations more efficiently while enabling improved employee and customer experiences.

We work closely with partners including Adobe, Amazon Web Services, Cisco, Google, Microsoft, Oracle, Pegasystems, Salesforce, SAP, ServiceNow, Workday and many others.

Intuitive Operations and Automation

- Intelligent automation, which includes advisory and process and IT automation solutions designed to simplify and accelerate automation adoption.

Software and Platform Engineering

Our Software and Platform Engineering integrated practice helps clients develop modern enterprises through digital products, services and solutions that help them improve employee experiences and deliver new value for their customers.

Our clients are able to leverage data, technologies and our digital engineering, design and product development capabilities to build world-class experiences, and a responsive, agile and intuitive framework for continuous innovation.

Areas of focus are:

- Application development and management, which improves or reimagines applications.

Risk Factors](#i3254ddb0bbd740dd900dc699f73182d2_19).

Intellectual Property, Certain Trademarks, Trade Names and Service Marks

This Annual Report on Form 10-K includes trademarks and service marks owned by us.

This Annual Report on Form 10-K also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners.

Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report on Form 10-K may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks.

We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

For additional information, see [Part I, Item 1A.

Risk Factors](#i3254ddb0bbd740dd900dc699f73182d2_19).

We are continuing to invest in digital services with a focus on four key areas: IoT, digital engineering, data and cloud.

In 2021, we completed seven such acquisitions.

We go to market across our four industry-based business segments.

Our business segments are as follows:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Financial Services (FS) | | | | | | Healthcare (HC) | | | | | | Products and Resources (P&R) | | | | | | Communications, Media and Technology (CMT) | | |

| • Banking • Insurance | | | | | | • Healthcare • Life Sciences | | | | | | • Retail and Consumer Goods • Manufacturing, Logistics, Energy and Utilities • Travel and Hospitality | | | | | | • Communications and Media • Technology | | |

In 2021, our services and solutions were organized into two practice areas: Digital Business & Technology and Digital Business Operations.

Digital Business & Technology

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.

- 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;

- 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.

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.

- automation, analytics and consulting for business process outsourcing;

- platform-based operations; and

- core business process operations.

Intellectual Property

Currently, less than 50% of our employees in the United States hold H-1B and L-1 visas.

- 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 monitor employee retention levels.

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.

As of December 31, 2021, women accounted for 38% of our workforce as compared to 36% as of December 31, 2020.

–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;

–An internal job moves initiative, launched in 2021, focused on encouraging high performing employees to find their next job at Cognizant.

- 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.

–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;

See [Note [removed: 15](#ifd39e1805645444d8faa2f6b56f7b1fc_205)] [added: 15](#i3254ddb0bbd740dd900dc699f73182d2_208)] to our consolidated financial statements.

| | | | For the fiscal year ended | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | |

The aggregate market value of the registrant’s voting shares of common stock held by non-affiliates of the registrant on June 30, [removed: 2021,] [added: 2022,] based on [removed: $69.26] [added: $67.49] per share, the last reported sale price on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC on that date, was [removed: $36.4] [added: $34.9] billion.

The number of shares of Class A common stock, $0.01 par value, of the registrant outstanding as of February [removed: 11, 2022] [added: 10, 2023] was [removed: 524,534,828] [added: 509,294,618] 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 [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

| | | | 1A. | | | [Risk [removed: Factors](#ifd39e1805645444d8faa2f6b56f7b1fc_16)] [added: Factors](#i3254ddb0bbd740dd900dc699f73182d2_19)] | | | | | | [removed: [12](#ifd39e1805645444d8faa2f6b56f7b1fc_16)] [added: [15](#i3254ddb0bbd740dd900dc699f73182d2_19)] | | |

| | | | 1B. | | | [Unresolved Staff [removed: Comments](#ifd39e1805645444d8faa2f6b56f7b1fc_19)] [added: Comments](#i3254ddb0bbd740dd900dc699f73182d2_22)] | | | | | | [removed: [19](#ifd39e1805645444d8faa2f6b56f7b1fc_19)] [added: [23](#i3254ddb0bbd740dd900dc699f73182d2_22)] | | |

| | | | 3. | | | [Legal [removed: Proceedings](#ifd39e1805645444d8faa2f6b56f7b1fc_25)] [added: Proceedings](#i3254ddb0bbd740dd900dc699f73182d2_28)] | | | | | | [removed: [19](#ifd39e1805645444d8faa2f6b56f7b1fc_25)] [added: [24](#i3254ddb0bbd740dd900dc699f73182d2_28)] | | |

| | | | 4. | | | [Mine Safety [removed: Disclosures](#ifd39e1805645444d8faa2f6b56f7b1fc_28)] [added: Disclosures](#i3254ddb0bbd740dd900dc699f73182d2_31)] | | | | | | [removed: [19](#ifd39e1805645444d8faa2f6b56f7b1fc_28)] [added: [24](#i3254ddb0bbd740dd900dc699f73182d2_31)] | | |

| | | | 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ifd39e1805645444d8faa2f6b56f7b1fc_34)] [added: Securities](#i3254ddb0bbd740dd900dc699f73182d2_37)] | | | | | | [removed: [20](#ifd39e1805645444d8faa2f6b56f7b1fc_34)] [added: [25](#i3254ddb0bbd740dd900dc699f73182d2_37)] | | |

| | | | 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ifd39e1805645444d8faa2f6b56f7b1fc_43)] [added: Operations](#i3254ddb0bbd740dd900dc699f73182d2_46)] | | | | | | [removed: [22](#ifd39e1805645444d8faa2f6b56f7b1fc_43)] [added: [27](#i3254ddb0bbd740dd900dc699f73182d2_46)] | | |

| | | | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ifd39e1805645444d8faa2f6b56f7b1fc_85)] [added: Risk](#i3254ddb0bbd740dd900dc699f73182d2_85)] | | | | | | [removed: [37](#ifd39e1805645444d8faa2f6b56f7b1fc_85)] [added: [40](#i3254ddb0bbd740dd900dc699f73182d2_85)] | | |

| | | | 8. | | | [Financial Statements and Supplementary [removed: Data](#ifd39e1805645444d8faa2f6b56f7b1fc_88)] [added: Data](#i3254ddb0bbd740dd900dc699f73182d2_88)] | | | | | | [removed: [38](#ifd39e1805645444d8faa2f6b56f7b1fc_88)] [added: [41](#i3254ddb0bbd740dd900dc699f73182d2_88)] | | |

| | | | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ifd39e1805645444d8faa2f6b56f7b1fc_91)] [added: Disclosure](#i3254ddb0bbd740dd900dc699f73182d2_91)] | | | | | | [removed: [38](#ifd39e1805645444d8faa2f6b56f7b1fc_91)] [added: [41](#i3254ddb0bbd740dd900dc699f73182d2_91)] | | |

| | | | 9A. | | | [Controls and [removed: Procedures](#ifd39e1805645444d8faa2f6b56f7b1fc_94)] [added: Procedures](#i3254ddb0bbd740dd900dc699f73182d2_94)] | | | | | | [removed: [38](#ifd39e1805645444d8faa2f6b56f7b1fc_94)] [added: [41](#i3254ddb0bbd740dd900dc699f73182d2_94)] | | |

| | | | 9B. | | | [Other [removed: Information](#ifd39e1805645444d8faa2f6b56f7b1fc_97)] [added: Information](#i3254ddb0bbd740dd900dc699f73182d2_97)] | | | | | | [removed: [39](#ifd39e1805645444d8faa2f6b56f7b1fc_97)] [added: [42](#i3254ddb0bbd740dd900dc699f73182d2_97)] | | |

| | | | 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ifd39e1805645444d8faa2f6b56f7b1fc_2203)] [added: Inspections](#i3254ddb0bbd740dd900dc699f73182d2_100)] | | | | | | [removed: [39](#ifd39e1805645444d8faa2f6b56f7b1fc_2203)] [added: [42](#i3254ddb0bbd740dd900dc699f73182d2_100)] | | |

| | | | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ifd39e1805645444d8faa2f6b56f7b1fc_103)] [added: Governance](#i3254ddb0bbd740dd900dc699f73182d2_106)] | | | | | | [removed: [40](#ifd39e1805645444d8faa2f6b56f7b1fc_103)] [added: [43](#i3254ddb0bbd740dd900dc699f73182d2_106)] | | |

| | | | 11. | | | [Executive [removed: Compensation](#ifd39e1805645444d8faa2f6b56f7b1fc_106)] [added: Compensation](#i3254ddb0bbd740dd900dc699f73182d2_109)] | | | | | | [removed: [40](#ifd39e1805645444d8faa2f6b56f7b1fc_106)] [added: [43](#i3254ddb0bbd740dd900dc699f73182d2_109)] | | |

| | | | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ifd39e1805645444d8faa2f6b56f7b1fc_109)] [added: Matters](#i3254ddb0bbd740dd900dc699f73182d2_112)] | | | | | | [removed: [40](#ifd39e1805645444d8faa2f6b56f7b1fc_109)] [added: [43](#i3254ddb0bbd740dd900dc699f73182d2_112)] | | |

| | | | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ifd39e1805645444d8faa2f6b56f7b1fc_112)] [added: Independence](#i3254ddb0bbd740dd900dc699f73182d2_115)] | | | | | | [removed: [40](#ifd39e1805645444d8faa2f6b56f7b1fc_112)] [added: [43](#i3254ddb0bbd740dd900dc699f73182d2_115)] | | |

| | | | 14. | | | [Principal Accountant Fees and [removed: Services](#ifd39e1805645444d8faa2f6b56f7b1fc_115)] [added: Services](#i3254ddb0bbd740dd900dc699f73182d2_118)] | | | | | | [removed: [40](#ifd39e1805645444d8faa2f6b56f7b1fc_115)] [added: [43](#i3254ddb0bbd740dd900dc699f73182d2_118)] | | |

| | | | 15. | | | [Exhibits, Financial Statements [removed: Schedules](#ifd39e1805645444d8faa2f6b56f7b1fc_121)] [added: Schedules](#i3254ddb0bbd740dd900dc699f73182d2_124)] | | | | | | [removed: [41](#ifd39e1805645444d8faa2f6b56f7b1fc_121)] [added: [44](#i3254ddb0bbd740dd900dc699f73182d2_124)] | | |

| | | | 16. | | | [Form 10-K [removed: Summary](#ifd39e1805645444d8faa2f6b56f7b1fc_127)] [added: Summary](#i3254ddb0bbd740dd900dc699f73182d2_130)] | | | | | | [removed: [43](#ifd39e1805645444d8faa2f6b56f7b1fc_127)] [added: [46](#i3254ddb0bbd740dd900dc699f73182d2_130)] | | |

| [INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT [removed: SCHEDULE](#ifd39e1805645444d8faa2f6b56f7b1fc_133)] [added: SCHEDULE](#i3254ddb0bbd740dd900dc699f73182d2_136)] | | | | | | | | | | | | [removed: [F-1](#ifd39e1805645444d8faa2f6b56f7b1fc_133)] [added: [F-1](#i3254ddb0bbd740dd900dc699f73182d2_136)] | | |

| 10b5-1 Plan | | | Trading plan adopted pursuant to Rule 10b5-1 [removed: of] [added: under] the Exchange Act | | |

| Credit Agreement | | | Credit agreement with a commercial bank [removed: syndicate,] [added: syndicate dated November 6, 2018,] as amended | | |

| High Court | | | [removed: Madras] [added: Madras, India] High Court | | |

| Cognizant | | | 1 | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

| India Tax Law | | | New tax regime enacted by the Government of India [removed: effective April 1,] [added: enacted December] 2019 | | |

| Cognizant | | | 2 | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

| [GLOSSARY](#i3254ddb0bbd740dd900dc699f73182d2_10) | | | | | | | | | | | | [1](#i3254ddb0bbd740dd900dc699f73182d2_10) | | |

| [FORWARD LOOKING STATEMENTS](#i3254ddb0bbd740dd900dc699f73182d2_82) | | | | | | | | | | | | [2](#i3254ddb0bbd740dd900dc699f73182d2_82) | | |

| [PART I](#i3254ddb0bbd740dd900dc699f73182d2_13) | | | | | | | | | | | | [5](#i3254ddb0bbd740dd900dc699f73182d2_13) | | |

| | | | 1. | | | [Business](#i3254ddb0bbd740dd900dc699f73182d2_16) | | | | | | [5](#i3254ddb0bbd740dd900dc699f73182d2_16) | | |

| | | | 2. | | | [Properties](#i3254ddb0bbd740dd900dc699f73182d2_25) | | | | | | [24](#i3254ddb0bbd740dd900dc699f73182d2_25) | | |

| [PART II](#i3254ddb0bbd740dd900dc699f73182d2_34) | | | | | | | | | | | | [25](#i3254ddb0bbd740dd900dc699f73182d2_34) | | |

| | | | 6. | | | [\[Reserved\]](#i3254ddb0bbd740dd900dc699f73182d2_40) | | | | | | [26](#i3254ddb0bbd740dd900dc699f73182d2_40) | | |

| [PART III](#i3254ddb0bbd740dd900dc699f73182d2_103) | | | | | | | | | | | | [43](#i3254ddb0bbd740dd900dc699f73182d2_103) | | |

| [PART IV](#i3254ddb0bbd740dd900dc699f73182d2_121) | | | | | | | | | | | | [44](#i3254ddb0bbd740dd900dc699f73182d2_121) | | |

| [SIGNATURES](#i3254ddb0bbd740dd900dc699f73182d2_133) | | | | | | | | | | | | [48](#i3254ddb0bbd740dd900dc699f73182d2_133) | | |

| | | | | | | | | | | | | | | |

| AustinCSI | | | Austin CSI, LLC | | |

| CITA | | | Commissioner of Income Tax (Appeals) in India | | |

| Executive Committee | | | Cognizant's Chief Executive Officer and his direct reports | | |

| HS | | | Health Sciences | | |

| Mobica | | | MOBICA HOLDINGS LIMITED | | |

| New Credit Agreement | | | Credit agreement with a commercial bank syndicate dated October 6, 2022 | | |

| New Term Loan | | | Unsecured term loan under the New Credit Agreement | | |

| OneSource Virtual | | | Certain net assets of OneSource Virtual, Inc. and OneSource Virtual (UK) Ltd. | | |

| Utegration | | | Utegration, LLC | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 competitive marketplace for talent and future attrition trends, anticipated effective income tax rate and income tax expense, liquidity, financing strategy, 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, including inflation and the invasion of Ukraine by Russia, and in particular in the markets in which our clients and operations are concentrated;

- our ability to attract, train and retain skilled employees, including highly skilled technical personnel and personnel with experience in key digital areas and senior management to lead our business globally, at an acceptable cost;

- unexpected terminations of client contracts on short notice or reduced spending by clients for reasons beyond our control;

- 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;

- the impact of future pandemics, epidemics or other outbreaks of disease, on our business, results of operations, liquidity and financial condition;

- fluctuations in foreign currency exchange rates, or the failure of our hedging strategies to mitigate such fluctuations;

- 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;

| [GLOSSARY](#ifd39e1805645444d8faa2f6b56f7b1fc_82) | | | | | | | | | | | | [1](#ifd39e1805645444d8faa2f6b56f7b1fc_82) | | |

| [PART I](#ifd39e1805645444d8faa2f6b56f7b1fc_10) | | | | | | | | | | | | [3](#ifd39e1805645444d8faa2f6b56f7b1fc_10) | | |

| | | | 1. | | | [Business](#ifd39e1805645444d8faa2f6b56f7b1fc_13) | | | | | | [3](#ifd39e1805645444d8faa2f6b56f7b1fc_13) | | |

| | | | 2. | | | [Properties](#ifd39e1805645444d8faa2f6b56f7b1fc_22) | | | | | | [19](#ifd39e1805645444d8faa2f6b56f7b1fc_22) | | |

| [PART II](#ifd39e1805645444d8faa2f6b56f7b1fc_31) | | | | | | | | | | | | [20](#ifd39e1805645444d8faa2f6b56f7b1fc_31) | | |

| | | | 6. | | | [\[Reserved\]](#ifd39e1805645444d8faa2f6b56f7b1fc_37) | | | | | | [21](#ifd39e1805645444d8faa2f6b56f7b1fc_37) | | |

| [PART III](#ifd39e1805645444d8faa2f6b56f7b1fc_100) | | | | | | | | | | | | [40](#ifd39e1805645444d8faa2f6b56f7b1fc_100) | | |

| [PART IV](#ifd39e1805645444d8faa2f6b56f7b1fc_118) | | | | | | | | | | | | [41](#ifd39e1805645444d8faa2f6b56f7b1fc_118) | | |

| [SIGNATURES](#ifd39e1805645444d8faa2f6b56f7b1fc_130) | | | | | | | | | | | | [44](#ifd39e1805645444d8faa2f6b56f7b1fc_130) | | |

| 10th Magnitude | | | Pamlico 10th Magnitude Blocker LLC, now known as Cognizant 10th Magnitude Blocker, LLC | | |

| Bright Wolf | | | Bright Wolf, LLC | | |

| Code | | | The Code on Social Security, 2020 | | |

| Code Zero | | | Code Zero, LLC | | |

| Collaborative Solutions | | | Collaborative Solutions Holdings, LLC | | |

| EI-Technologies | | | Entrepreneurs et Investisseurs Technologies SAS | | |

| EVP | | | Employee Value Proposition | | |

| Executive Transition Costs | | | Costs associated with our CEO transition and the departure of our President in 2019 | | |

| HC | | | Healthcare | | |

| Inawisdom | | | Inawisdom Limited | | |

| Lev | | | Levementum, LLC | | |

| MAT | | | Minimum Alternative Tax | | |

| New Lease Standard | | | ASC Topic 842 “Leases” | | |

| New Signature | | | BSI Corporate Holdings, Inc. | | |

| OECD | | | Organization for Economic Co-operation and Development | | |

| SaaS | | | Software as a service | | |

| Samlink Impact | | | 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 | | |

| Third Circuit | | | United States Court of Appeals for the Third Circuit | | |

| Tin Roof | | | Tin Roof Software, LLC | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cognizant | | | 23 | | | December 31, 2022 Form 10-K | | |

[removed: We] [added: In addition, 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 [added: reportable] business segments.

[removed: In total, we] [added: We] have [removed: offices and] operations in [removed: approximately 100 cities and 35] [added: major metro areas across nearly 50] countries around the world, with our worldwide headquarters located in a leased facility in Teaneck, New Jersey in the United States.

We have over [removed: 29] [added: 28] million square feet of owned and leased facilities for our delivery centers.

Our largest delivery center presence is in India, representing [removed: 88%] [added: 87%] 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, [added: Germany,] Canada, Mexico and countries throughout Europe.

| Cognizant | | | [removed: 19] [added: 24] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

Our Class A common stock trades on the Nasdaq Stock Market under the symbol [removed: “CTSH”.][added: “CTSH.” As of December 31, 2022, the number of holders of record of our Class A common stock was 106 and the approximate number of beneficial holders of our Class A common stock was 501,800.]

During [removed: 2021,] [added: 2022,] we paid quarterly cash dividends of [removed: $0.24] [added: $0.27] per share, or [removed: $0.96] [added: $1.08] per share in total for the year.

In [removed: January 2022,] [added: February 2023,] our Board of Directors approved a cash dividend of [removed: $0.27] [added: $0.29] per share with a record date of February [removed: 18, 2022] [added: 17, 2023] and a payment date of [removed: March 1, 2022.][added: February 28, 2023.]

[removed: However, future] [added: 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.

Our stock repurchase program, [added: as amended in November 2022,] allows for the repurchase of up to [removed: $9.5] [added: $11.5] 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 timing of repurchases and the exact number of shares to be purchased are determined by management, in its discretion, or pursuant to [added: a] 10b5-1 Plan, and will depend upon market conditions and other factors.

During the three months ended December 31, [removed: 2021,] [added: 2022,] we repurchased [removed: $66] [added: $300] 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 [removed: 2021] [added: 2022] and the approximate dollar value of shares that may yet be purchased under the program as of December 31, [removed: 2021.][added: 2022.]

For the three months ended December 31, [removed: 2021,] [added: 2022,] we purchased [removed: 0.3] [added: 0.2 million] shares at an aggregate cost of [removed: $20] [added: $15] million in connection with employee tax withholding obligations.

| Cognizant | | | [removed: 20] [added: 25] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

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, [removed: 2016] [added: 2017] and ending on the last day of our last completed fiscal year.

[removed: ][added: ]

| Company / Index | | | | | | Base Period [removed: 12/31/16] [added: 12/31/17] | | | | | | [removed: 12/31/17] [added: 12/31/18] | | | | | | [removed: 12/31/18] [added: 12/31/19] | | | | | | [removed: 12/31/19] [added: 12/31/20] | | | | | | [removed: 12/31/20] [added: 12/31/21] | | | | | | [removed: 12/31/21] [added: 12/31/22] | | |

(1)Graph assumes $100 invested on December 31, [removed: 2016] [added: 2017] in our Class A common stock, the S&P 500 Index and the S&P 500 Information Technology Index.

| October 1, 2022 - October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,075 | |

| November 1, 2022 - November 30, 2022 | | | | | | 2,759,018 | | | | | | 58.24 | | | | | | 2,759,018 | | | | | | 2,914 | | |

| December 1, 2022 - December 31, 2022 | | | | | | 2,397,159 | | | | | | 58.12 | | | | | | 2,397,159 | | | | | | 2,775 | | |

| Total | | | | | | 5,156,177 | | | | | | $ | 58.18 | | | | | 5,156,177 | | | | | | | | |

Recent Sales of Unregistered Securities

None.

| Cognizant Technology Solutions Corp | | | | | | $ | 100 | | | | | $ | 90.34 | | | | | $ | 89.37 | | | | | $ | 119.69 | | | | | $ | 131.22 | | | | | $ | 85.90 | |

| S&P 500 Index | | | | | | 100 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

| S&P 500 Information Technology Index | | | | | | 100 | | | | | | 99.71 | | | | | | 149.86 | | | | | | 215.63 | | | | | | 290.08 | | | | | | 208.30 | | |

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.

| October 1, 2021 - October 31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,185 | |

| November 1, 2021 - November 30, 2021 | | | | | | 179,882 | | | | | | 79.56 | | | | | | 179,882 | | | | | | 2,171 | | |

| December 1, 2021 - December 31, 2021 | | | | | | 619,075 | | | | | | 82.91 | | | | | | 619,075 | | | | | | 2,119 | | |

| Total | | | | | | 798,957 | | | | | | $ | 82.16 | | | | | 798,957 | | | | | | | | |

| Cognizant Technology Solutions Corp | | | | | | $ | 100 | | | | | $ | 127.57 | | | | | $ | 115.25 | | | | | $ | 114.01 | | | | | $ | 152.69 | | | | | $ | 167.41 | |

| S&P 500 Index | | | | | | 100 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| S&P 500 Information Technology Index | | | | | | 100 | | | | | | 138.83 | | | | | | 138.43 | | | | | | 208.05 | | | | | | 299.37 | | | | | | 402.73 | | |

| Cognizant | | | [removed: 21] [added: 26] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

Exhibits, Financial Statements and Financial Statement [removed: Schedule.](#ifd39e1805645444d8faa2f6b56f7b1fc_121)”][added: Schedule.](#i3254ddb0bbd740dd900dc699f73182d2_124)”]

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, [removed: 2021.][added: 2022.]

Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures were effective.

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, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

| Cognizant | | | [removed: 38] [added: 41] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on its evaluation, our management has concluded that, as of December 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting was effective.

| Cognizant | | | [removed: 39] [added: 42] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

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 [removed: I](#ifd39e1805645444d8faa2f6b56f7b1fc_10)] [added: I](#i3254ddb0bbd740dd900dc699f73182d2_13)] of this Annual Report on Form 10-K.

The remaining information required by this item will be included [added: under the caption "Corporate governance"] in our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of [removed: Stockholders] [added: Stockholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year ended December 31, 2022] and is incorporated herein by reference to such proxy statement.

The information required by this item will be included in our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

The information required by this item will be included in our definitive proxy statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

The information required by this item will be included in our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

The information required by this item will be included in our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

| Cognizant | | | [removed: 40] [added: 43] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

| 3.2 | | | | | | [Amended and Restated Bylaws, as adopted on [removed: September 24,] [added: September](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000032/amendedbylawsclean.htm) [14](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000032/amendedbylawsclean.htm)[,] 2018](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000032/amendedbylawsclean.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 3.1 | | | | | | 9/20/2018 | | | | | | | | |

| 10.2† | | | | | | [Form of Amended and Restated Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement, between the Company and each of the [removed: following Executive] [added: following](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [current or former](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [Executive] Officers: Brian Humphries, Jan Siegmund, Becky Schmitt, Robert Telesmanic, Balu Ganesh Ayyar,](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [removed: [Gregory](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [Hyttenrauch, Ursula Morgenstern, Andrew Stafford and] [added: [Ursula Morgenstern](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm)[and] John Kim](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) | | | | | | 10-K | | | | | | 000-24429 | | | | | | 10.3 | | | | | | 2/27/2018 | | | | | | | | |

| [removed: 10.3†] [added: 10.8†] | | | | | | [Offer Letter, by and between the Company and Brian Humphries, acknowledged and agreed November 30, 2018](http://www.sec.gov/Archives/edgar/data/1058290/000105829019000009/ctshexhibit10412312018.htm) | | | | | | 10-K | | | | | | 000-24429 | | | | | | 10.4 | | | | | | 2/19/2019 | | | | | | | | |

| [removed: 10.4†] [added: 10.9†] | | | | | | [Offer Letter, by and between the Company and Jan Siegmund, acknowledged and agreed July 8, 2020](http://www.sec.gov/Archives/edgar/data/1058290/000120677420002232/ctsh3788061-ex101.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 7/29/2020 | | | | | | | | |

| [removed: 10.5†] [added: 10.10†] | | | | | | [Offer Letter, by and between the Company and Becky Schmitt, acknowledged and agreed November 26, 2019](http://www.sec.gov/Archives/edgar/data/1058290/000105829021000031/ctshexhibit10612312020.htm) | | | | | | 10-K | | | | | | 000-24429 | | | | | | 10.6 | | | | | | 2/12/2021 | | | | | | | | |

| [removed: 10.6†] [added: 10.11†] | | | | | | [Offer Letter, by and between the Company and Rajesh Nambiar, acknowledged and agreed September 16, [removed: 2020](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10612312021.htm)] [added: 2020](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10612312021.htm)] | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 10.6] | | | | | | [added: 2/16/2022] | | | | | | [removed: Filed] | | |

| [removed: 10.7†] [added: 10.16†] | | | | | | [2004 Employee Stock Purchase Plan (as amended and restated effective as [removed: of](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10712312021.htm) [January] [added: of January] 1, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10712312021.htm)[)](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10712312021.htm)] [added: 2022)](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10712312021.htm)] | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 10.7] | | | | | | [added: 2/16/2022] | | | | | | [removed: Filed] | | |

| [removed: 10.8†] [added: 10.18†] | | | | | | [Form of [added: Cognizant Technology Solutions Corporation] Stock Option [removed: Certificate](http://www.sec.gov/Archives/edgar/data/1058290/000095012304013194/y68510exv10w1.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 000-24429 | | | | | | 10.1 | | | | | | [removed: 11/8/2004] [added: 7/6/2009] | | | | | | | | |

| Cognizant | | | [removed: 41] [added: 44] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

| [removed: 10.9†] [added: 10.17†] | | | | | | [Cognizant Technology Solutions Corporation Amended and Restated 2009 Incentive Compensation Plan, effective March 9, 2015](http://www.sec.gov/Archives/edgar/data/1058290/000105829015000012/ctshexhibit1013-31x2015.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 5/4/2015 | | | | | | | | |

| [removed: 10.10†] [added: 10.19†] | | | | | | [Form of Cognizant Technology Solutions Corporation [added: Notice of Grant of] Stock [removed: Option Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex101.htm)] [added: Option](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex102.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.11†] [added: 10.21†] | | | | | | [Form of Cognizant Technology Solutions Corporation Notice of [removed: Grant] [added: Award] of [added: Restricted] Stock [removed: Option](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex102.htm)] [added: Units Time-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex104.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | [removed: 10.2] [added: 10.4] | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.12†] [added: 10.20†] | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Agreement Time-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex103.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.3 | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.13†] [added: 10.23†] | | | | | | [Form of Cognizant Technology Solutions Corporation Notice of Award of Restricted Stock Units [removed: Time-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex104.htm)] [added: Performance-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex106.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | [removed: 10.4] [added: 10.6] | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.14†] [added: 10.22†] | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Agreement Performance-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex105.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.5 | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.15†] [added: 10.25†] | | | | | | [Form of Cognizant Technology Solutions Corporation Notice of Award of Restricted Stock Units [removed: Performance-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex106.htm)] [added: Non-Employee Director Deferred Issuance](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex108.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | [removed: 10.6] [added: 10.8] | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.16†] [added: 10.24†] | | | | | | [Form of Restricted Stock Unit Award Agreement Non-Employee Director Deferred Issuance](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex107.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.7 | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.18†] [added: 10.26†] | | | | | | [Cognizant Technology Solutions Corporation 2017 Incentive Award Plan](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000023/a8-kexhibit101x2017incenti.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 6/7/2017 | | | | | | | | |

| [removed: 10.19†] [added: 10.27†] | | | | | | [Form of Restricted Stock Unit Award Grant Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1026-30x2017.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.2 | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.20†] [added: 10.28†] | | | | | | [Form of Performance-Based Restricted Stock Unit Award Grant Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1036-30x2017.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.3 | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.21†] [added: 10.29†] | | | | | | [Form of Restricted Stock Unit Award Grant Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1046-30x2017.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.4 | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.22†] [added: 10.30†] | | | | | | [Form of Stock Option Grant Notice and Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1056-30x2017.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.5 | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.23†] [added: 10.31†] | | | | | | [Form of Restricted Stock Unit Award Grant Notice (March 5, 2020 form)](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1013312020.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 5/8/2020 | | | | | | | | |

| [removed: 10.24†] [added: 10.32†] | | | | | | [Form of Performance-Based Restricted Stock Unit Award Grant Notice (March 5, 2020 form)](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1023312020.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.2 | | | | | | 5/8/2020 | | | | | | | | |

| [removed: 10.26] [added: 10.33†] | | | | | | [Credit Agreement, dated as of [removed: November] [added: October] 6, [removed: 2018,] [added: 2022,] among Cognizant Technology Solutions Corporation, Cognizant Worldwide Limited, certain financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/1058290/000120677418003148/ctsh3496651-ex101.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000310/exhibit101.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | [removed: 11/9/2018] [added: 10/7/2022] | | | | | | | | |

| [removed: 10.28†] [added: 10.34†] | | | | | | [Retirement, Death and Disability Policy](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000048/ctshexhibit1016302020.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 7/30/2020 | | | | | | | | |

| Cognizant | | | [removed: 42] [added: 45] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

| 21.1 | | | | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit21112312021.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit21112312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit23112312021.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit23112312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 31.1 | | | | | | [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 [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit31112312021.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit31112312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 31.2 | | | | | | [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 [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit31212312021.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit31212312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 32.1 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit32112312021.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit32112312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished | | |

| 32.2 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit32212312021.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit32212312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished | | |

| 10.3† | | | | | | [2022 Form of Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement, to be entered into between the Company and certain Executive Officers](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1016302022.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 7/28/2022 | | | | | | | | |

| 10.4† | | | | | | [UK Form of Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement, entered into between the Company and the following Executive Officer: Robert Walker](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1026302022.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.2 | | | | | | 7/28/2022 | | | | | | | | |

| 10.5† | | | | | | [Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement, entered into between the Company and Ravi Kumar Singisetti, dated effective January 12, 2023](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000008/exhibit1021923.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.2 | | | | | | 1/12/2023 | | | | | | | | |

| 10.6† | | | | | | [Letter Agreement, dated as of December 9, 2022, by and between the Company and Brian Humphries regarding Base Pay Denomination Adjustment](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit10612312022.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 10.7† | | | | | | [Letter Agreement, dated as of January 9, 2023, by and among Cognizant Worldwide Limited, the Company and Brian Humphries amendment Employment Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000008/exhibit1031923.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.3 | | | | | | 1/12/2023 | | | | | | | | |

| 10.12† | | | | | | [Offer Letter, by and between the Company and Ravi Kumar Singisetti, acknowledged and agreed January 9, 2023](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000008/exhibit1011923.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 1/12/2023 | | | | | | | | |

| 10.13† | | | | | | [General Release and Severance Agreement between the Company and Gregory Hyttenrauch, dated as of July 26, 2022](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1036302022.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.3 | | | | | | 7/28/2022 | | | | | | | | |

| 10.14† | | | | | | [General Release between the Company and Ursula Morgenstern, dated as of June 30, 2020](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit101412312022.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 10.15† | | | | | | [Non-Employee Director Compensation Guidelines (effective as of June 7, 2022)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit101512312022.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cognizant | | | 46 | | | December 31, 2022 Form 10-K | | |

| 10.17† | | | | | | [Form of Cognizant Technology Solutions Corporation Notice of Award of Restricted Stock Units Non-Employee Director Deferred Issuance](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex108.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.8 | | | | | | 7/6/2009 | | | | | | | | |

| 10.25 | | | | | | [Form of Accelerated Stock Repurchase Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000010/exhibit10131317.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 3/14/2017 | | | | | | | | |

| 10.27 | | | | | | [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](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit102712312021.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| Cognizant | | | [removed: 43] [added: 47] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

| Date: | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ [removed: BRIAN HUMPHRIES] [added: RAVI KUMAR S] | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ JAN SIEGMUND | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ ROBERT TELESMANIC | | | | | | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ MICHAEL PATSALOS\-FOX | | | | | | [removed: Chairman of the Board and] Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ ZEIN ABDALLA | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ VINITA BALI | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ MAUREEN BREAKIRON\-EVANS | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ ARCHANA DESKUS | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ JOHN M. DINEEN | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ LEO S. MACKAY, JR. | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ JOSEPH M. VELLI | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ SANDRA S. WIJNBERG | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |

| Cognizant | | | [removed: 44] [added: 48] | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ifd39e1805645444d8faa2f6b56f7b1fc_136) [No.](#ifd39e1805645444d8faa2f6b56f7b1fc_136) [](#ifd39e1805645444d8faa2f6b56f7b1fc_136)238[)](#ifd39e1805645444d8faa2f6b56f7b1fc_136)] [added: ID No.](#i3254ddb0bbd740dd900dc699f73182d2_139) 238[)](#i3254ddb0bbd740dd900dc699f73182d2_139)] | | | | | | | | | [removed: [F-](#ifd39e1805645444d8faa2f6b56f7b1fc_136)[2](#ifd39e1805645444d8faa2f6b56f7b1fc_136)] [added: [F-](#i3254ddb0bbd740dd900dc699f73182d2_139)[2](#i3254ddb0bbd740dd900dc699f73182d2_139)] | | |

| [Consolidated Statements of Financial Position as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ifd39e1805645444d8faa2f6b56f7b1fc_139)] [added: 2021](#i3254ddb0bbd740dd900dc699f73182d2_142)] | | | | | | | | | [removed: [F-](#ifd39e1805645444d8faa2f6b56f7b1fc_139)[4](#ifd39e1805645444d8faa2f6b56f7b1fc_139)] [added: [F-](#i3254ddb0bbd740dd900dc699f73182d2_142)[4](#i3254ddb0bbd740dd900dc699f73182d2_142)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ifd39e1805645444d8faa2f6b56f7b1fc_145)] [added: 2020](#i3254ddb0bbd740dd900dc699f73182d2_148)] | | | | | | | | | [removed: [F-](#ifd39e1805645444d8faa2f6b56f7b1fc_145)[5](#ifd39e1805645444d8faa2f6b56f7b1fc_145)] [added: [F-](#i3254ddb0bbd740dd900dc699f73182d2_148)[5](#i3254ddb0bbd740dd900dc699f73182d2_148)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ifd39e1805645444d8faa2f6b56f7b1fc_148)] [added: 2020](#i3254ddb0bbd740dd900dc699f73182d2_151)] | | | | | | | | | [removed: [F-](#ifd39e1805645444d8faa2f6b56f7b1fc_148)[6](#ifd39e1805645444d8faa2f6b56f7b1fc_148)] [added: [F-](#i3254ddb0bbd740dd900dc699f73182d2_151)[6](#i3254ddb0bbd740dd900dc699f73182d2_151)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ifd39e1805645444d8faa2f6b56f7b1fc_151)] [added: 2020](#i3254ddb0bbd740dd900dc699f73182d2_154)] | | | | | | | | | [removed: [F-](#ifd39e1805645444d8faa2f6b56f7b1fc_151)[7](#ifd39e1805645444d8faa2f6b56f7b1fc_151)] [added: [F-](#i3254ddb0bbd740dd900dc699f73182d2_154)[7](#i3254ddb0bbd740dd900dc699f73182d2_154)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ifd39e1805645444d8faa2f6b56f7b1fc_154)] [added: 2020](#i3254ddb0bbd740dd900dc699f73182d2_157)] | | | | | | | | | [removed: [F-](#ifd39e1805645444d8faa2f6b56f7b1fc_154)[8](#ifd39e1805645444d8faa2f6b56f7b1fc_154)] [added: [F-](#i3254ddb0bbd740dd900dc699f73182d2_157)[8](#i3254ddb0bbd740dd900dc699f73182d2_157)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ifd39e1805645444d8faa2f6b56f7b1fc_157)] [added: Statements](#i3254ddb0bbd740dd900dc699f73182d2_160)] | | | | | | | | | [removed: [F-](#ifd39e1805645444d8faa2f6b56f7b1fc_157)[9](#ifd39e1805645444d8faa2f6b56f7b1fc_157)] [added: [F-](#i3254ddb0bbd740dd900dc699f73182d2_160)[9](#i3254ddb0bbd740dd900dc699f73182d2_160)] | | |

| [Schedule of Valuation and Qualifying Accounts for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ifd39e1805645444d8faa2f6b56f7b1fc_226)] [added: 2020](#i3254ddb0bbd740dd900dc699f73182d2_229)] | | | | | | | | | [removed: [F-](#ifd39e1805645444d8faa2f6b56f7b1fc_226)[42](#ifd39e1805645444d8faa2f6b56f7b1fc_226)] [added: [F-](#i3254ddb0bbd740dd900dc699f73182d2_229)[40](#i3254ddb0bbd740dd900dc699f73182d2_229)] | | |

| Cognizant | | | F-1 | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

We have audited the accompanying consolidated statements of financial position of Cognizant Technology Solutions Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] 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, [removed: 2021,] [added: 2022,] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

| Cognizant | | | F-2 | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

As described in Notes 1 and 2 to the consolidated financial statements, fixed-price contracts comprised [removed: $7.3] [added: $8.3] billion of the Company’s total revenues for the year ended December 31, [removed: 2021,] [added: 2022,] which includes performance obligations where control is transferred over time.

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 [removed: cost to cost] [added: 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 [removed: cost to cost] [added: cost-to-cost] method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information.

If management’s invoicing is not consistent with [added: the] value delivered, revenues are recognized as the service is performed based on the [removed: cost to cost] [added: cost-to-cost] method described above.

[removed: February 16, 2022][added: 2022]

| Cognizant | | | F-3 | | | December 31, [removed: 2021] [added: 2022] Form 10-K | | |

| (in millions, except par values) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | [added: | | |] $ | [added: 2,191 | | | | | $ |] 1,792 | | | | | $ | 2,680 | |

| Short-term investments | | | [removed: 927] [added: 310] | | | | | | [removed: 44] [added: 927] | | |

| Trade accounts receivable, net | | | [removed: 3,557] [added: 3,796] | | | | | | [removed: 3,087] [added: 3,557] | | |

| Other current assets | | | [removed: 1,066] [added: 969] | | | | | | [removed: 1,040] [added: 1,066] | | |

| By: | | | | | | /S/ RAVI KUMAR S | | |

| | | | | | | Ravi Kumar S, | | |

| Ravi Kumar S | | | | | | | | | | | | | | |

| /s/ STEPHEN J. ROHLEDER | | | | | | Chair of the Board and Director | | | | | | February 15, 2023 | | |

| Stephen J. Rohleder | | | | | | | | | | | | | | |

February 15, 2023

| Cash and cash equivalents | | | $ | 2,191 | | | | | $ | 1,792 | |

| Goodwill | | | 5,710 | | | | | | 5,620 | | |

| Repurchases of common stock | | | | | | (20) | | | | | | — | | | | | | (359) | | | | | | (1,059) | | | | | | — | | | | | | (1,418) | | |

| Balance, December 31, 2022 | | | | | | 509 | | | | | | $ | 5 | | | | | $ | 15 | | | | | $ | 12,588 | | | | | $ | (299) | | | | | $ | 12,309 | |

| Net income | | | $ | 2,290 | | | | | $ | 2,137 | | | | | $ | 1,392 | |

| Proceeds from sales of businesses | | | 28 | | | | | | — | | | | | | — | | |

| Proceeds from debt refinancing | | | 650 | | | | | | — | | | | | | — | | |

| Debt issuance costs | | | (3) | | | | | | — | | | | | | — | | |

*Goodwill and Indefinite-lived Intangible Assets.* At each acquisition date, we allocate goodwill and intangible assets to our reporting units based on how we expect each reporting unit to benefit from the respective business combination.

Our seven industry-based operating segments are our reporting units.

Such estimates and changes in estimates involve the use of judgment.

We recognize these compensation costs net

| North America | | | | | | $ | 4,312 | | | | | $ | 4,853 | | | | | $ | 3,078 | | | | | $ | 2,192 | | | | | $ | 14,435 | |

| United Kingdom | | | | | | 599 | | | | | | 171 | | | | | | 521 | | | | | | 519 | | | | | | 1,810 | | |

| Continental Europe | | | | | | 590 | | | | | | 483 | | | | | | 585 | | | | | | 137 | | | | | | 1,795 | | |

| Europe - Total | | | | | | 1,189 | | | | | | 654 | | | | | | 1,106 | | | | | | 656 | | | | | | 3,605 | | |

| Rest of World | | | | | | 571 | | | | | | 124 | | | | | | 382 | | | | | | 311 | | | | | | 1,388 | | |

| Total | | | | | | $ | 6,072 | | | | | $ | 5,631 | | | | | $ | 4,566 | | | | | $ | 3,159 | | | | | $ | 19,428 | |

| Consulting and technology services | | | | | | $ | 4,207 | | | | | $ | 3,226 | | | | | $ | 3,017 | | | | | $ | 1,775 | | | | | $ | 12,225 | |

| Outsourcing services | | | | | | 1,865 | | | | | | 2,405 | | | | | | 1,549 | | | | | | 1,384 | | | | | | 7,203 | | |

| Total | | | | | | $ | 6,072 | | | | | $ | 5,631 | | | | | $ | 4,566 | | | | | $ | 3,159 | | | | | $ | 19,428 | |

| Time and materials | | | | | | $ | 3,516 | | | | | $ | 2,010 | | | | | $ | 1,856 | | | | | $ | 1,797 | | | | | $ | 9,179 | |

| Fixed-price | | | | | | 2,265 | | | | | | 2,471 | | | | | | 2,357 | | | | | | 1,206 | | | | | | 8,299 | | |

| Transaction or volume-based | | | | | | 291 | | | | | | 1,150 | | | | | | 353 | | | | | | 156 | | | | | | 1,950 | | |

| Total | | | | | | $ | 6,072 | | | | | $ | 5,631 | | | | | $ | 4,566 | | | | | $ | 3,159 | | | | | $ | 19,428 | |

| (in millions) | | | | | | FS | | | | | | HS | | | | | | P&R | | | | | | CMT | | | | | | Total | | |

| (in millions) | | | | | | FS | | | | | | HS | | | | | | P&R | | | | | | CMT | | | | | | Total | | |

In 2020, we made an offer to settle and exit a large customer engagement of our Samlink subsidiary.

The $118 million reduction in revenue impacted our Financial Services segment within Continental Europe, consulting and technology services and fixed-price contracts.

In 2021, the settlement agreements became final and we additionally entered into an agreement to sell the Samlink subsidiary.

The following table shows significant movements in the capitalized costs to fulfill:

| Impairment charges (1) | | | | | | (59) | | | | | | (11) | | |

(1) The impairment charges in 2022 are related to costs to fulfill a large volume-based contract with a Health Sciences client.

In 2021, the impairment charges relate to various clients across multiple business segments.

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| By: | | | | | | /S/ BRIAN HUMPHRIES | | |

| | | | | | | Brian Humphries, | | |

| Brian Humphries | | | | | | | | | | | | | | |

*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.

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| Balance, December 31, 2018 | | | | | | 577 | | | | | | $ | 6 | | | | | $ | 47 | | | | | $ | 11,485 | | | | | $ | (114) | | | | | $ | 11,424 | |

| Repurchases of common stock | | | | | | (36) | | | | | | (1) | | | | | | (390) | | | | | | (1,856) | | | | | | — | | | | | | (2,247) | | |

| Cumulative effect of changes in accounting principle (2) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | 1 | | |

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We are continuing to invest in digital services with a focus on four key areas: IoT, digital engineering, data and cloud.

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.

is deemed to exist.

based on the number of stock units granted and the quoted price of our stock at the date of grant.

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.

| February 2016 Leases | | | January 1, 2019 Effective Date Method | | | 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. | | | As a result of the adoption, we recorded an increase to opening retained earnings of $2 million. | | |

| | | | | | | December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North America | | | | | | $ | 4,137 | | | | | $ | 4,147 | | | | | $ | 2,678 | | | | | $ | 1,764 | | | | | $ | 12,726 | |

| United Kingdom | | | | | | 484 | | | | | | 130 | | | | | | 380 | | | | | | 319 | | | | | | 1,313 | | |

| Continental Europe | | | | | | 728 | | | | | | 341 | | | | | | 453 | | | | | | 169 | | | | | | 1,691 | | |

| Europe - Total | | | | | | 1,212 | | | | | | 471 | | | | | | 833 | | | | | | 488 | | | | | | 3,004 | | |

| Rest of World | | | | | | 520 | | | | | | 77 | | | | | | 259 | | | | | | 197 | | | | | | 1,053 | | |

| Total | | | | | | $ | 5,869 | | | | | $ | 4,695 | | | | | $ | 3,770 | | | | | $ | 2,449 | | | | | $ | 16,783 | |

| Consulting and technology services | | | | | | $ | 3,782 | | | | | $ | 2,564 | | | | | $ | 2,295 | | | | | $ | 1,305 | | | | | $ | 9,946 | |

| Outsourcing services | | | | | | 2,087 | | | | | | 2,131 | | | | | | 1,475 | | | | | | 1,144 | | | | | | 6,837 | | |

| Time and materials | | | | | | $ | 3,651 | | | | | $ | 1,845 | | | | | $ | 1,632 | | | | | $ | 1,528 | | | | | $ | 8,656 | |

| Fixed-price | | | | | | 1,922 | | | | | | 1,635 | | | | | | 1,730 | | | | | | 803 | | | | | | 6,090 | | |

| Transaction or volume-based | | | | | | 296 | | | | | | 1,215 | | | | | | 408 | | | | | | 118 | | | | | | 2,037 | | |

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.

| Impairment charge | | | | | | (11) | | | | | | (14) | | |

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.

| Impact of adoption of the Credit Loss Standard | | | | | | — | | | | | | (1) | | | | | | — | | |

- 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);