Cognizant Technology Solutions (CTSH) 10-K risk factor changes: FY2023 vs FY2022

Volatile, negative or uncertain economic conditions [added: have in the past and] could [added: in the future] cause our clients to reduce, postpone or cancel spending on projects with [removed: us and could make] [added: us, making] it more difficult for us to accurately forecast client demand and have available the right resources to profitably address such client demand.

As a result, we hired over a hundred thousand new employees in each of 2021 and [removed: 2022.][added: 2022, and over sixty thousand in 2023.]

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

Our business has experienced [added: in the past] and may [removed: continue to] experience [added: in the future] significant employee attrition, which has caused us to incur increased costs to hire new employees with the desired skills.

Costs associated with recruiting and training employees are [removed: significant.]

| Cognizant | | | [removed: 15] [added: 14] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

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

Our profitability [added: also] depends on the efficiency with which we run our operations (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 also put pressure on our [added: profitability.]

| Cognizant | | | [removed: 16] [added: 15] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

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

[removed: The COVID-19 pandemic had, and any future] [added: Any] 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.

[removed: This or other similar] [added: Such] events may have a material adverse impact upon, our business, liquidity, results of operations and financial condition, including as a result of the following:

[removed: - *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 were significantly impacted by the COVID-19 pandemic and could be impacted by other future [removed: pandemics, epidemics or other] outbreaks of disease.

[removed: Such] [added: - *Reduced client demand for services* – Pandemics, epidemics, or other] outbreaks [added: of disease] could reduce demand for our services, particularly in regions or industries that are significantly impacted by such events.

- *Delivery challenges* – [removed: Due to the] [added: We could face] closures of [removed: many of] our clients' [removed: facilities, including as a result of various orders from national, state or local governments, we faced challenges in delivering] [added: facilities that materially impair our ability to deliver] services to our clients and [removed: satisfying] [added: satisfy] contractually agreed upon service levels during [removed: the COVID-19 pandemic and could face such closures in future] pandemics, [removed: epidemics] [added: epidemics,] or other outbreaks of disease.

[removed: The] [added: For example, the] COVID-19 pandemic, particularly in India, but also in the Philippines and other countries where we have near-shore or 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.

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

[removed: 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 [removed: aggravate] [added: amplify] the other risk factors that we identify in this report, any of which could have a material adverse impact to our business.

| Cognizant | | | [removed: 17] [added: 16] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

[added: 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.

The use of new technologies in our offerings [added: (including GenAI)] can expose us to additional risks if those technologies fail to work as predicted, which could lead to cost overruns, project delays, financial penalties, or damage to our reputation.

Some of our contracts provide that a portion of our compensation depends on performance measures such as cost-savings, revenue enhancement, benefits produced, business goals [removed: attained and adherence to schedule.]

[removed: Business-Competition](#i3254ddb0bbd740dd900dc699f73182d2_16).”] [added: Business-Competition](#i3c1d112d47e24dc68195796c93d74f47_19).”] 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.

Our relationships with our [removed: third party] [added: third-party] alliance partners, who supply us with necessary components to the services and solutions we offer our clients, are also critical to our ability to provide many of our services and solutions that address client demands.

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 [added: 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.]

| Cognizant | | | [removed: 18] [added: 17] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

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

In addition, [added: recent international tensions (including] Russia’s invasion of Ukraine and [removed: associated international tensions] [added: conflicts in the Middle East)] 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 [removed: adopted by these parties.]

These laws regulate the collection, use and transfer of [added: personal data and can include significant financial penalties for noncompliance.]

| Cognizant | | | [removed: 19] [added: 18] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

[removed: This uncertainty results in increased] [added: New rules and restrictions on the movement of data across national borders could increase] compliance costs, as well as the risk of regulatory enforcement [removed: actions, which can result in such significant] [added: action (including potential] financial [removed: penalties,] [added: penalties),] private lawsuits, reputational damage, blockage of international data transfers, disruption to business and loss of customers.

In the United States, federal sectoral laws, such as the Health Insurance Portability and Accountability Act, [removed: and comprehensive] [added: alongside growing] state [removed: legislation, such as the California Consumer Privacy Act of 2018, together with its successor, the California Privacy Rights Act (the “CPRA”) that went into effect on January 1, 2023, and similar] [added: level] legislation [removed: 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 comprehensive privacy legislation continue and other new state [removed: comprehensive privacy] laws are under consideration.

The [removed: new 2022 Bill] [added: DPDP] is designed to encourage growth in the technology sector; however, much detail (including on requirements for cross border transfers) has been left to subordinate legislation which will be prescribed by the executive arm of the government.

[removed: As currently drafted, the bill] [added: The DPDP] limits penalties that can be imposed to [removed: 5] [added: 2.5] billion [added: Indian] rupees or approximately [removed: $60] [added: $30] million.

Other countries have enacted or are considering enacting [added: privacy or] data localization laws that require certain data to stay within their borders.

We may also face audits or investigations by one or more domestic or foreign government agencies or our [removed: clients] [added: customers] pursuant to our contractual obligations relating to our compliance with these regulations.

For example, in 2023 some of our clients reduced their discretionary spending in response to economic uncertainty, which negatively impacted our revenues.

significant.

Our NextGen program and the associated reductions in headcount and consolidation of office space could disrupt our business, may not result in anticipated savings, and could result in total costs and expenses that are greater than expected.

Guided by our strategic priorities, in the second quarter of 2023 we initiated the NextGen program aimed at simplifying our operating model, optimizing corporate functions and consolidating and realigning office space to reflect the post-pandemic hybrid work environment.

Our drive for simplification will include operating with fewer layers in an effort to enhance agility and enable faster decision making.

In connection with the NextGen program, in 2023 we incurred $115 million of employee separation costs and $114 million of facility exit and other costs totaling $229 million.

See Note 4 to our audited consolidated financial statements.

We

currently expect to incur total costs of approximately $300 million with approximately $70 million of such costs anticipated in 2024.

The NextGen program may result in the loss of institutional knowledge and expertise, as well as the reallocation of certain roles and responsibilities across the Company, all of which could adversely affect our operations.

Such effects from our NextGen program could have a material adverse effect on our ability to execute on our business plan.

There can be no assurance that we will be successful in implementing our NextGen program, which may be disruptive to our operations, or may cause difficulties in the retention of our remaining employees or reduced productivity among remaining employees.

In addition, we may not realize, in full or in part, the anticipated benefits, savings and improvements in our cost structure from the NextGen program due to unforeseen difficulties, delays or unexpected costs.

If the actual amount and timing of costs differ from our current expectations and estimates or we are unable to realize the expected operational efficiencies and cost savings from the NextGen program, our operating results and financial condition would be adversely affected.

Furthermore, we may incur unanticipated charges or be required to make cash payments as a result of our NextGen program that were not previously contemplated, which could result in an adverse effect on our business or results of operations.

attained and adherence to schedule.

Our use of AI technologies may not be successful and may present business, financial, legal, and reputational risks.

We increasingly use AI-based technologies, including GenAI, in our client offerings and our own internal operations.

As with many innovations, AI presents risks and challenges that could adversely impact our business.

The development, adoption, and use of AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices by us, our clients, or third parties with whom we do business could result in unintended

consequences.

Such consequences may include, for example, employees making decisions based on biased or inaccurate information; disclosure of sensitive information; deliberate misuse; or infringement of third-party intellectual property rights.

In turn, these consequences may cause decreased demand for our services or harm to our business, results of operations, or reputation.

AI technology and services are part of a highly competitive and rapidly evolving market.

We plan to incur significant development and operational costs to build and support our AI capabilities to meet the needs of our clients.

We face significant competition from our traditional competitors as well as other third parties, including those that are new to the market, and our clients may develop their own AI-related capabilities.

In addition, as these technologies evolve, we expect that some services that we currently perform for our clients will be replaced by AI or forms of automation.

Each of the foregoing may lead to reduced demand for our services or harm our ability to obtain favorable pricing or other terms for our services, which could have a material adverse effect on our business, results of operations and financial condition.

Furthermore, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain including in the areas of intellectual property, cybersecurity, and privacy and data protection.

Compliance with new or changing laws, regulations, industry standards or ethical requirements and expectations relating to AI may impose significant operational costs requiring us to change our service offerings or business practices, or may limit or prevent our ability to develop, deploy, or use AI technologies.

Failure to appropriately conform to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

adopted by these parties.

Failure to comply with data security and privacy regulations could have a material adverse effect on our business operations and operating results.

Despite positive developments, such as the new EU-U.S. Data Privacy Framework, which provides a mechanism for the transfer of personal data from the EU to the United States, there remains regulatory uncertainty for businesses transferring data globally.

In India, the DPDP was approved on August 11, 2023 and is expected to come into effect in phases over the next 6-12 months.

Developing new regulations in AI and data use more broadly continue to add to the complexity of the legal environment and managing the privacy elements of these new rules will be critical to our ability to serve our customers as well as to achieve operational efficiencies.

Addressing

Failure to meet ESG expectations or standards or achieve our ESG commitments could adversely affect our business or damage our reputation.

Our failure or perceived failure to achieve our ESG commitments, maintain ESG practices, or meet evolving stakeholder expectations could harm our reputation, adversely impact our ability to attract and retain clients and employees, and expose us to increased scrutiny from the investment community and enforcement authorities.

Our ability to achieve our ESG commitments is subject to numerous risks, many of which are outside of our control.

profitability.

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.

We are

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.

personal data and can include significant financial penalties for noncompliance.

Recent developments, including the new EU-U.S. Trans-Atlantic Data Privacy Framework, are expected to help secure the transfer of data from the EU to the United States.

However, there remains significant regulatory uncertainty for businesses transferring data globally.

Further, the regulations to implement the CPRA are expected to be finalized in 2023, and there is uncertainty regarding how the California Privacy Protection Agency will enforce the new law and regulations.

The Indian Ministry of Information Technology released a new draft Digital Personal Data Protection Bill in November 2022 ("the 2022 Bill"), replacing the previously proposed Personal Data Protection Bill of 2019.

Failure or perception of failure to achieve our stated goal to lower or negate our greenhouse gas emissions or to mitigate climate risk to our business, or perception of a failure to act responsibly with respect to the environment, could lead to adverse publicity, adverse effects on our business or damage to our reputation.

For example, we had to spend significant resources on conducting an internal investigation and cooperating with investigations by the DOJ and the SEC, both concluded in 2019, focused on whether certain payments relating to Company-owned facilities in India were made in violation of the FCPA and other applicable laws.

Failure to successfully adapt our corporate structure and intercompany arrangements to align with our

For example, our effective income tax rate and financial condition could be materially affected by the adoption and implementation of the Base Erosion and Profit Shifting project of the Organisation for Economic Cooperation and Development (OECD), composed of governments of various countries, many of which we do business in.

While we currently do not believe that the Inflation Reduction Act of 2022 will have a material impact on us, any additional regulatory guidance which may be issued under this act may have a material impact on our tax rate and financial results.

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

[removed: 2022] [added: 2023] Financial [removed: Results][added: Results1]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

During the year ended December 31, [removed: 2022,] [added: 2023,] revenues [removed: increased] [added: decreased] by [removed: $921] [added: $75] million as compared to the year ended December 31, [removed: 2021,] [added: 2022,] representing [removed: growth] [added: a decrease] of [removed: 5.0%,] [added: 0.4%,] or [removed: 7.5%] [added: a decrease of 0.3%] on a constant currency [removed: basis1.][added: basis2.]

[removed: Revenue growth was strongest in] [added: Our recently completed acquisitions contributed 110 basis points to revenue growth, primarily benefiting] our [added: Products and Resources and] Communications, Media and Technology [removed: and Products and Resources] segments.

For the year ended December 31, [removed: 2022,] [added: 2023] our [removed: attrition, including both voluntary and involuntary,] [added: Voluntary Attrition - Tech Services] was [removed: 31.7%] [added: 13.8%] as compared to [removed: 30.8%] [added: 25.6%] for the year ended December 31, [removed: 2021.][added: 2022.]

| Cognizant | | | [removed: 27] [added: 28] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

[removed: Our] [added: This compares to] operating margin and Adjusted Operating [removed: Margin2 were each] [added: Margin of] 15.3% for the year ended December 31, 2022.

[removed: Business](#i3254ddb0bbd740dd900dc699f73182d2_16)] [added: Business](#i3c1d112d47e24dc68195796c93d74f47_19)] for information on our [removed: four] [added: six] strategic priorities.

We [removed: expect] [added: believe] clients [removed: to] [added: will] 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 [added: and geopolitical] factors, including the increasing uncertainty related to the global economy, which [removed: could] [added: has affected and may continue to] affect their demand for our services.

[removed: Our future results may be affected by] [added: In addition to the NextGen program,] potential tax law [removed: changes] and other [removed: potential] regulatory changes, including possible U.S. corporate income tax reform and potentially increased costs for employment and post-employment benefits in India as a result of the Code on Social Security, [removed: 2020.][added: 2020, among other items, may impact our future results.]

Risk [removed: Factors.](#i3254ddb0bbd740dd900dc699f73182d2_19)][added: Factors.](#i3c1d112d47e24dc68195796c93d74f47_22)]

[removed: 2] [added: 5] Adjusted [added: Income From Operations and Adjusted] Operating Margin [removed: is] [added: are] not [removed: a measurement] [added: measurements] of financial performance prepared in accordance with GAAP.

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

| Cognizant | | | [removed: 28] [added: 29] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

*For a discussion of our results of operations for the year ended December 31, [removed: 2020,] [added: 2021,] including a year-to-year comparison between [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021.*][added: 2022.*]

The Year Ended December 31, [removed: 2022] [added: 2023] Compared to The Year Ended December 31, [removed: 2021][added: 2022]

| (Dollars in millions, except per share data) | | | | | | [removed: 2022] [added: 2023] | | | | | | Revenues | | | | | | [removed: 2021] [added: 2022] | | | | | | Revenues | | | | | | | | | $ | | | | | | % | | |

| Selling, general and administrative expenses(a) | | | | | | [removed: 3,443] [added: 3,252] | | | | | | [removed: 17.7] [added: 16.8] | | | | | | [removed: 3,503] [added: 3,443] | | | | | | [removed: 18.9] [added: 17.7] | | | | | | | | | [removed: (60)] [added: (191)] | | | | | | [removed: (1.7)] [added: (5.5)] | | |

| Depreciation and amortization expense | | | | | | [removed: 569] [added: 519] | | | | | | [removed: 2.9] [added: 2.7] | | | | | | [removed: 574] [added: 569] | | | | | | [removed: 3.1] [added: 2.9] | | | | | | | | | [removed: (5)] [added: (50)] | | | | | | [removed: (0.9)] [added: (8.8)] | | |

| Income from operations | | | [removed: | | | 2,968] [added: $] | [added: 2,689] | | | | | [removed: 15.3] [added: 13.9] | | | | | | [removed: 2,826] [added: $] | [added: 2,968] | | | | | 15.3 | | | | | | [removed: | | | 142 | | | | | | 5.0] [added: $] | [added: (279)] | |

| Other income (expense), net | | | | | | [removed: 48] [added: 98] | | | | | | | | | | | | [removed: 1] [added: 48] | | | | | | | | | | | | | | | [removed: 47] [added: 50] | | | | | | [removed: *] [added: 104.2] | | |

| Income before provision for income taxes | | | | | | [removed: 3,016] [added: 2,787] | | | | | | [removed: 15.5] [added: 14.4] | | | | | | [removed: 2,827] [added: 3,016] | | | | | | [removed: 15.3] [added: 15.5] | | | | | | | | | [removed: 189] [added: (229)] | | | | | | [removed: 6.7] [added: (7.6)] | | |

| Provision for income taxes | | | | | | [removed: (730)] [added: (668)] | | | | | | | | | | | | [removed: (693)] [added: (730)] | | | | | | | | | | | | | | | [removed: (37)] [added: 62] | | | | | | [removed: 5.3] [added: (8.5)] | | |

| Income (loss) from equity method investments | | | | | | [removed: 4] [added: 7] | | | | | | | | | | | | [removed: 3] [added: 4] | | | | | | | | | | | | | | | [removed: 1] [added: 3] | | | | | | [removed: 33.3] [added: 75.0] | | |

| Net income | | | | | | $ | [removed: 2,290] [added: 2,126] | | | | | [removed: 11.8] [added: 11.0] | | | | | | $ | [removed: 2,137] [added: 2,290] | | | | | [removed: 11.5] [added: 11.8] | | | | | | | | | $ | [removed: 153] [added: (164)] | | | | | [removed: 7.2] [added: (7.2)] | | |

| Adjusted Income From Operations and Adjusted Operating Margin | | | [removed: | | |] $ | [removed: 2,968] [added: 2,918] | | | | | [removed: 15.3] [added: 15.1] | | [added: %] | | | | $ | [removed: 2,846 | | |] [added: 2,968] | | [removed: 15.4] | | | [added: 15.3] | | [added: %] | | | | [removed: $] | [removed: 122] | | | | | [removed: 4.3] | | |

| Adjusted Diluted EPS | | | [removed: | | |] $ | [removed: 4.40] [added: 4.55] | | | | | | | | | | | $ | [removed: 4.12 | | |] [added: 4.40] | | | | | | | | | | | [removed: $] | [removed: 0.28] | | | | | [removed: 6.8] | | |

| [removed: Revenues - Overall] [added: Revenues] | | |

3 Adjusted Income [removed: From] [added: from] Operations, Adjusted Operating Margin, Adjusted Diluted EPS and constant currency revenue growth are not [removed: measurements] [added: measures] of financial performance prepared in accordance with GAAP.

| Cognizant | | | [removed: 29] [added: 30] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| Revenues - Reportable Business [removed: Segments] [added: Segments and Geographic Markets] | | |

| [removed: | | | | | | | | | | | | Increase / (Decrease) | | | | | | | | |] [added: 2023 as compared to 2022] | | | | | | | | | | | | | | | Increase / (Decrease) | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | |]

| [removed: Dollars] [added: (Dollars] in [removed: millions | | | | | | Revenues | | | | | | $ | | | | | | % | | | | | | CC %4 | | | | | | Revenues] [added: millions)] | | | | | | $ | | | | | | % | | | | | | CC %4 | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

[removed: ][added: ]

See [Note [removed: 1](#i3254ddb0bbd740dd900dc699f73182d2_220)[8](#i3254ddb0bbd740dd900dc699f73182d2_220)] [added: 11](#i3c1d112d47e24dc68195796c93d74f47_196)] to our consolidated financial statements for additional information.

[removed: ][added: ]

We provide industry expertise and close client collaboration, combining critical perspective with a flexible engagement style.

In the second quarter of 2023, we initiated the NextGen program aimed at simplifying our operating model, optimizing corporate functions and consolidating and realigning office space to reflect the post-pandemic hybrid work environment.

Our drive for simplification includes operating with fewer layers in an effort to enhance agility and enable faster decision making.

We expect the savings generated by the program to help fund continued investments in our people, revenue growth opportunities and the modernization of our office space.

In connection with the NextGen program, in 2023 we incurred $115 million of employee separation costs and $114 million of facility exit and other costs totaling $229 million.

See [Note 4](#i3c1d112d47e24dc68195796c93d74f47_172) to our audited consolidated financial statements.

We currently expect to incur total costs of approximately $300 million with approximately $70 million of such costs anticipated in 2024.

The estimates of the charges and expenditures that we expect to incur in connection with the NextGen program, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates.

In addition, we may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the NextGen program.

| Revenue declined $75 million or 0.4% from 2022; a decline of 0.3% in constant currency1 | | | | | | Income from Operations declined $279 million or 9.4% from 2022 Adjusted Income from Operations1 declined $50 million or 1.7% from 2022 | | | | | | | | | | | | Operating margin down 140 bps compared to 2022 Adjusted Operating Margin1 down 20 basis points from 2022 | | | | | | | | | | | | Diluted EPS declined $0.20 or 4.5% from 2022 Adjusted Diluted EPS1 increased $0.15 or 3.4% from 2022 | | | | | | | | |

Revenue decline was driven by our Financial Services segment, which was negatively impacted by weakness in the banking sector, partially offset by growth in our Communications, Media and Technology, Products and Resources and Health Sciences segments.

Our operating margin and Adjusted Operating Margin2 was 13.9% and 15.1%, respectively, for the year ended December 31, 2023.

Our 2023 GAAP and Adjusted Operating Margins were negatively impacted by increased compensation costs, primarily as a result of two merit increase cycles for the majority of our employees since October 2022, partially offset by the benefit of the depreciation of the Indian rupee against the U.S. dollar, savings generated from our NextGen program and improvement in profitability of a large contract with a Health Sciences client in 2023.

In addition, as discussed in [Note 4](#i3c1d112d47e24dc68195796c93d74f47_49) to our audited consolidated financial statements, our 2023 GAAP operating margin was negatively impacted by the NextGen charges, which were excluded from our Adjusted Operating Margin.

We closely monitor attrition trends focusing on the metric that we believe is most relevant to our business.

This metric, which we refer to as Voluntary Attrition - Tech Services, includes all voluntary separations with the exception of employees in our Intuitive Operations and Automation practice.

We finished 2023 with approximately 347,700 employees as compared to 355,300 employees at the end of 2022.

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.

We are focused on expanding our partner ecosystem across a broad range of technology companies, including hyperscalers, cloud providers, enterprise software companies, best-in-class digital software enterprises and emerging start-ups.

We believe this partner ecosystem will enable us to enhance our innovative, integrated offerings, by combining third-party products with our service solutions, to deliver enterprise-wide digital transformation.

We increasingly use AI-based technologies, including GenAI, in our client offerings and our own internal operations.

AI technologies and services are part of a highly competitive and rapidly evolving market.

We plan to make significant investments in our AI capabilities to meet the needs of our clients and harness its value in a flexible, secure, scalable and responsible way.

As AI-based technologies evolve, we expect that some services that we currently perform for our clients will be replaced by AI or forms of automation.

This may lead to reduced demand for certain services or harm our ability to obtain favorable pricing or other terms for our services.

In connection with the NextGen program, in 2023 we incurred $229 million in employee separation, facility exit and other costs.

We currently expect to incur total costs of approximately $300 million in connection with the NextGen program, with approximately $70 million of such costs anticipated in 2024.

| Revenues | | | | | | $ | 19,353 | | | | | 100.0 | | | | | | $ | 19,428 | | | | | 100.0 | | | | | | | | | $ | (75) | | | | | (0.4) | | |

| Cost of revenues(a) | | | | | | 12,664 | | | | | | 65.4 | | | | | | 12,448 | | | | | | 64.1 | | | | | | | | | 216 | | | | | | 1.7 | | |

| Restructuring charges | | | | | | 229 | | | | | | 1.2 | | | | | | — | | | | | | — | | | | | | | | | 229 | | | | | | N/A | | |

| Income from operations and operating margin | | | | | | 2,689 | | | | | | 13.9 | | | | | | 2,968 | | | | | | 15.3 | | | | | | | | | (279) | | | | | | (9.4) | | |

| Diluted EPS | | | | | | $ | 4.21 | | | | | | | | | | | $ | 4.41 | | | | | | | | | | | | | | $ | (0.20) | | | | | (4.5) | | |

N/A Not applicable3

During the year ended December 31, 2023, revenues declined by $75 million as compared to the twelve months ended December 31, 2022, representing a decline of 0.4%, or a decline of 0.3% on a constant currency basis.3 Our recently completed acquisitions contributed 110 basis points of growth to the change in revenues.

| Financial Services | | | | | | | | | | | | | | | $ | (263) | | | | | (4.3) | | | | | | (4.2) | | | | | |

| Health Sciences | | | | | | | | | | | | | | | 43 | | | | | | 0.8 | | | | | | 0.5 | | | | | |

| Products and Resources | | | | | | | | | | | | | | | 62 | | | | | | 1.4 | | | | | | 1.5 | | | | | |

| CMT | | | | | | | | | | | | | | | 83 | | | | | | 2.6 | | | | | | 3.1 | | | | | |

| Total revenues | | | | | | | | | | | | | | | $ | (75) | | | | | (0.4) | | | | | | (0.3) | | | | | |

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| 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.

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.

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

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.

Our success is dependent, in large part, on our ability to keep our supply of skilled employees, in particular those with experience in key digital areas, in balance with client demand.

Competition for skilled employees in the current labor market is intense and in 2021 and 2022, we experienced significantly elevated voluntary attrition.

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.

Challenges attracting and retaining personnel have negatively impacted and may continue to negatively impact cost of delivery and our ability to satisfy client demand.

Further, our ongoing and anticipated future efforts with respect to recruitment, talent management and employee engagement may not be successful and may continue to result in increased compensation costs.

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 profitability.

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 | | |

| Cost of revenues(a) | | | | | | 12,448 | | | | | | 64.1 | | | | | | 11,604 | | | | | | 62.7 | | | | | | | | | 844 | | | | | | 7.3 | | |

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

* Not meaningful

During 2022, revenues increased by $921 million as compared to 2021, representing growth of 5.0%, or 7.5% on a constant currency basis3.

Revenues from clients added during 2022 were $172 million.

The following charts set forth revenues and change in revenues by reportable business segment and geography for the year ended December 31, 2022 as compared to the year ended December 31, 2021:

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

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| | | | | | | Financial Services | | | | | | | | | | | | | | | | | | | | | | | | Health Sciences | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

Revenues from our clients in the United Kingdom, Continental Europe and Rest of World represented [removed: 9.3%, 9.2%] [added: 9.7%, 9.9%] and [removed: 7.1%,] [added: 6.7%,] respectively, of our [removed: 2022] [added: 2023] revenues, and are typically denominated in currencies other than the U.S. dollar.

A predominant portion of our costs in India are denominated in the Indian rupee, representing [removed: 23.5%] [added: 24%] of our global operating costs during [removed: 2022,] [added: 2023,] and are subject to foreign currency exchange rate fluctuations.

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

As of December 31, [removed: 2022,] [added: 2023,] the notional value and weighted average contract rates of these contracts by year of maturity were as follows:

| 2024 | | | [removed: 1,010] [added: $] | [added: 1,878] | | | | | 84.3 | | |

As of December 31, [removed: 2022,] [added: 2023,] the net unrealized [removed: loss] [added: gain] on our outstanding foreign exchange forward [added: and option] contracts designated as cash flow hedges was [removed: $68] [added: $13] million.

Based upon a sensitivity analysis at December 31, [removed: 2022,] [added: 2023,] 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 contracts designated as cash flow hedges of approximately [removed: $267] [added: $278] million.

In [removed: 2022,] [added: 2023,] we reported foreign currency exchange [removed: losses,] [added: gains,] exclusive of hedging gains, of approximately [removed: $16] [added: $42] 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 the first quarter of [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] the notional value of these outstanding contracts was [removed: $1,433] [added: $1,317] million and the net unrealized loss was [removed: $1] [added: $8] million.

Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31, [removed: 2022,] [added: 2023,] 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 contracts not designated as hedges of approximately [removed: $79] [added: $87] million.

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

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

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

| Cognizant | | | [removed: 40] [added: 41] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

We have [removed: $1,238] [added: $1,161] million of cash [removed: equivalents and $310] [added: equivalents, $14] million of short-term investments [added: and $435 million of long-term investments] as of December 31, [removed: 2022.][added: 2023.]

Our cash equivalents consist of [removed: commercial paper,] money market funds and time deposits.

As of December 31, [removed: 2022,] [added: 2023,] 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 [removed: available-for-sale] [added: cash equivalents as well as short-] and [removed: held-to-maturity securities.][added: long-term investments.]

| 2025 | | | 1,020 | | | | | | 86.3 | | |

| Total | | | $ | 2,898 | | | | | 85.0 | | |

Our short-term investments consist primarily of a U.S. dollar denominated investment in a fixed income mutual fund.

Our long-term investments primarily consist of restricted time deposits and cash equivalents related to the ITD dispute and equity method investments.

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

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

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

Our purpose, vision and values [removed: comprise the Cognizant agenda.][added: are central to Cognizant's strategic approach.]

[removed: ][added: ]

In order to achieve this vision and support our clients, we are [removed: continuing to focus] [added: focusing] our business on [removed: four] [added: six] strategic [removed: priorities] [added: initiatives] to [removed: increase] [added: simplify] our [removed: commercial momentum] [added: operations, become an employer of choice] and accelerate growth.

These strategic [removed: priorities] [added: initiatives] include:

In [removed: 2022,] [added: 2023,] we completed two such acquisitions to complement the [removed: 16] [added: nine] acquisitions we completed during [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

See [Note [removed: 3](#i3254ddb0bbd740dd900dc699f73182d2_169)] [added: 3](#i3c1d112d47e24dc68195796c93d74f47_169)] to our consolidated financial statements for additional information.

| Cognizant | | | 5 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

We believe that our deep knowledge of the industries we serve and our clients’ businesses has been central to our growth and high client satisfaction, and we continue to [removed: invest in those digital capabilities that help to enable] [added: develop and deploy] our [removed: clients] [added: client-centric culture, innovating together] to [removed: become modern businesses.][added: produce transformative outcomes.]

Demand in this segment is driven by our clients’ need to [added: adopt and integrate digital technologies to] serve their customers while [removed: being compliant] [added: complying] with significant regulatory requirements and [removed: adaptable] [added: adapting] to regulatory [removed: change, adopting and integrating digital technologies in order to do so.][added: change.]

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

In addition to [added: having] platforms that drive outcomes at speed, demand is also created by our clients’ desire to reduce complexity through packaged solutions and suppliers with embedded product partners.

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

Demand in this segment is driven by our clients’ need for services related to digital content, [added: business process improvement, technology modernization,] the creation of [removed: personalized] [added: unified and compelling] user [removed: experiences, acceleration of digital engineering] [added: experiences] and [removed: access to] [added: identifying] new revenue streams to drive growth.

In response to this demand, we are focusing on services and solutions in the areas of monetization [added: and evolution] of networks, [removed: assets] [added: media supply chain transformation, product engineering] and [removed: platforms,] [added: verticalization] as well as data modernization and customer experience design.

| Cognizant | | | 6 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

For the year ended December 31, [removed: 2022,] [added: 2023,] the distribution of our revenues across our four reportable business segments was as follows:

[removed: ][added: ]

See [Note [removed: 2](#i3254ddb0bbd740dd900dc699f73182d2_166)] [added: 2](#i3c1d112d47e24dc68195796c93d74f47_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 reportable business segments.

Central to our strategy to align with our clients’ need to modernize is our continued investment in [removed: digital, with a focus on four key areas: IoT, digital engineering,] [added: new technologies, including AI, cloud,] data [added: modernization, automation, digital engineering] and [removed: cloud.][added: IoT.]

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

Our services and solutions are organized into [removed: four] [added: five] integrated [removed: practices to simplify our operating model and] [added: practices, which help us] better serve our clients through integrated solutioning and delivery.

These [removed: integrated] practices are Core Technologies and Insights, Enterprise Platform Services, [added: Industry Solutions,] Intuitive Operations and [removed: Automation,] [added: Automation] and Software and Platform Engineering.

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

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

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

| Cognizant | | | 7 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

Our Enterprise Platform Services [removed: 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 clients [removed: are able to] [added: can] better share information, simplify IT processes, automate workflow and improve flexibility.

Our Intuitive Operations and Automation [removed: integrated] practice helps clients build and run modern operations through two main vehicles: [removed: intelligent] [added: AI-led] automation and business process outsourcing services.

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

- [removed: Intelligent] [added: AI-led] automation, which includes advisory and process and IT automation solutions designed to simplify and accelerate automation adoption.

Our Software and Platform Engineering [removed: 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 [removed: are able to] [added: can] 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.

[removed: In addition, we compete] with numerous smaller local companies in the various geographic markets in which we operate.

Risk [removed: Factors](#i3254ddb0bbd740dd900dc699f73182d2_19).][added: Factors](#i3c1d112d47e24dc68195796c93d74f47_22).]

| Cognizant | | | 8 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

- investments to scale our [removed: digital services;][added: AI capabilities;]

We had approximately [removed: 355,300] [added: 347,700] employees at the end of [removed: 2022,] [added: 2023,] with [removed: 258,500] [added: 254,000] in India, [removed: 41,100] [added: 40,500] in North America, [removed: 18,200] [added: 16,300] in Continental Europe, [removed: 9,200] [added: 8,500] in the United Kingdom and [removed: 28,300] [added: 28,400] in various other locations throughout the rest of the world.

This represents [removed: an increase] [added: a decrease] of [removed: 24,700] [added: 7,600] employees as compared to December 31, [removed: 2021.][added: 2022.]

We provide industry expertise and close client collaboration, combining critical perspective with a flexible engagement style.

- Growing in select industries - investing in prioritized industries to drive differentiation across our value chain;

- Expanding internationally - growing by prioritizing strategic growth accounts;

- Building large deal capabilities - enhancing creative deal generation with the right solutions, deal modeling and governance;

- Capturing the AI opportunity - protecting and expanding in target areas while improving efficiency;

- Delivering our talent strategy - embedding our cultural values and building a future-relevant talent model; and

- Continuing to implement our IT roadmap – continuing to modernize and execute critical projects necessary to lead with AI.

Industry Solutions

Our Industry Solutions was established in 2023 as part of Cognizant’s strategy to build differentiation at the industry level.

The practice integrates industry technologists and thought leaders specialized in vertical micro-segments.

These teams work with specialized partners to develop industry-specific products and services that enable clients to improve productivity, increase operational excellence and accelerate innovation.

In addition, we compete

Risk Factors](#i3c1d112d47e24dc68195796c93d74f47_22).

- Engagement & Retention: In a market where competition for skilled IT professionals is intense, we routinely focus on listening to, engaging with and investing in our people through a comprehensive talent approach.

–We maintain and regularly enhance our employee value proposition (the benefits and experiences we offer our associates) as the strategic guide for our people programs, including our recruitment, talent management and employee engagement efforts;

People managers are also asked to assess their scores and build actions plans for their teams; and

–We regularly assess retention levels.

Despite continued competition for skilled employees in the technology industry, Cognizant experienced meaningfully lower attrition in 2023 compared to the prior year.

We closely monitor attrition trends focusing on the metric that we believe is most relevant to our business.

This metric, which we refer to as Voluntary Attrition - Tech Services, includes all voluntary separations with the exception of employees in our Intuitive Operations and Automation practice.

–In 2023, we were recognized as a "Best Place to Work for the LGBTQ+ Equality" by HRC Equidad MX in Mexico and HRC Equidade BR in Brazil; each of these is a foremost benchmarking survey related to LGBTQ+ workplace equality.

As of each of December 31, 2023 and 2022, women represented approximately 38% of our workforce.

–Structured performance evaluation processes to ensure that expectations are clear and employees are rewarded for achieving and exceeding established goals;

–In 2023, more than 265,000 of our employees acquired one or more skills utilizing our learning ecosystem;

We trained 137,000 employees across a variety of digital skills;

Highlights include:

Item 7.

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

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| Jatin Dalal | | | | | | 49 | | | | | | Chief Financial Officer | | |

| Kathryn Diaz | | | | | | 54 | | | | | | EVP, Chief People Officer | | |

Prior to joining Cognizant, Mr. Dalal served as Chief Financial Officer of Wipro Limited, a publicly traded multinational technology and services consulting company, from April 2015 to November 2023 and assumed additional responsibilities as President from December 2019 to November 2023.

Previously, he held various leadership positions at Wipro, including CFO, IT Business from 2011 to 2015.

He joined Wipro in

2002 from the General Electric Company, where he began his career in 1999.

Mr. Dalal holds a bachelor’s degree in engineering from the National Institute of Technology in Surat, India.

He also has a postgraduate diploma in business administration with a specialization in finance and international business from Narsee Monjee Institute of Management Studies in Mumbai, India.

In addition, Mr. Dalal is a Chartered Accountant (India), a Chartered Management Accountant (UK) and a Chartered Financial Analyst (USA).

Mr. Dalal is also an alumnus of the Advanced Management Program of The Wharton School of the University of Pennsylvania.

- 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;

- Increasing our relevance to our clients - leading with thought leadership and capabilities to address clients' business needs; and

- Repositioning our brand - improving global brand recognition and becoming better known as a global digital partner to the entire C-suite.

In a market where competition for skilled IT professionals is intense, we focus on the following:

Competition for skilled employees in the current labor market is intense, and we experienced significantly elevated attrition during 2022.

We continue to enhance our employee value proposition and our pay-for-performance approach as well as increase our efforts with respect to recruitment, talent management and employee engagement.

Our attrition rate for the years ended December 31, 2022 and 2021, including both voluntary and involuntary, was 31.7% and 30.8%, respectively.

- Advancing Diversity & Inclusion: We strive to continually improve upon D&I over the long term.

–Progressive hiring policies and initiatives:

- a diverse candidate pipeline initiative to ensure a more diverse interview slate at the Vice President level and above;

–For the first time in 2022, Executive Committee compensation included a metric focused on gender diversity globally, and developing and retaining talent.

In addition, every leader at the level of director and above has a goal for hiring and retaining women at the senior manager level and above in their business area;

–In 2022, Cognizant earned a perfect score on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index, a foremost benchmarking survey related to LGBTQ+ workplace equality.

As of December 31, 2022, we employed approximately 134,000 women, or 38% of our workforce, as compared to approximately 123,000 women, or 38% of our workforce, as of December 31, 2021.

–A platform-driven mentorship program connects mentees with mentors across the global organization to learn and develop;

In 2022, we expanded this program, making it available to more geographies;

In 2022, we expanded mental health insurance coverage in many countries;

Environmental, Social and Corporate Governance

We believe integrating ESG considerations into our strategy will help us meet client and other stakeholder expectations.

In 2022, we took the following steps to advance our ESG agenda:

- In 2022, we focused on engaging our associates on sustainability and community efforts, such as skills-based volunteering, on team and culture building through social impact and voluntary training on sustainability fundamentals.

Employees who participated in our affinity groups or Outreach programs had a lower attrition rate than Company average in 2022;

- In June 2022, we issued our ESG report with limited assurance on greenhouse gas emissions data.

We continue to report against criteria aligned to GRI (Global Reporting Index), SASB (Sustainability Accounting Standards Board) and TCFD (Taskforce on Climate-related Financial Disclosures); and

- In April 2022, we set a near-term target of sourcing 100% renewable energy for all our global offices and facilities by the end of 2026.

Additionally, we continue in our commitment to drive towards reducing our greenhouse gas emissions.

This commitment calls for reducing emissions from the Company's global operations and supply chain by 50% by 2030, and by 90% by 2040, in each case compared to our 2019 emissions baseline.

Where absolute emissions reductions are not physically or financially viable, we plan to use carbon offsets.

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| Jan Siegmund | | | | | | 58 | | | | | | Chief Financial Officer | | | | | | 2020 | | |

| Rebecca Schmitt | | | | | | 49 | | | | | | Executive Vice President, Chief People Officer | | | | | | 2020 | | |

| Robert Walker | | | | | | 49 | | | | | | Executive Vice President and President, Global Growth Markets | | | | | | 2022 | | |

Prior to joining Cognizant, Mr. Siegmund spent over 19 years with Automatic Data Processing (ADP), where he served as Corporate Vice President and Chief Financial Officer from 2012 to 2019 and Chief Strategy Officer and President of the Added Value Services Division from 1999 to 2012.

He began his career at McKinsey & Company as a Senior Engagement Manager.

Mr. Siegmund is a member of the Board of Directors of The Western Union Company, where he is Chair of the Audit Committee and a member of the Compliance Committee.

He holds a master’s degree in Industrial Engineering from Technical University Karlsruhe, Germany, a master’s degree in Economics from the University of California, Santa Barbara and a doctorate in Economics from Technical University of Dresden, Germany.

Prior to joining Cognizant, Ms. Schmitt was the Chief People Officer of Sam’s Club, a division of Walmart, Inc. from October 2018 through January 2020.

Prior to that, she served as SVP, Chief People Officer, US eCommerce & Corporate Functions for Walmart from October 2016 through September 2018 and as VP, HR - Technology from February 2016 until October 2016.

See [Note [removed: 15](#i3254ddb0bbd740dd900dc699f73182d2_208)] [added: 15](#i3c1d112d47e24dc68195796c93d74f47_208)] to our consolidated financial statements.

| | | | For the fiscal year ended | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | |

The aggregate market value of the registrant’s voting shares of common stock held by non-affiliates of the registrant on June 30, [removed: 2022,] [added: 2023,] based on [removed: $67.49] [added: $65.28] per share, the last reported sale price on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC on that date, was [removed: $34.9] [added: $32.9] billion.

The number of shares of Class A common stock, $0.01 par value, of the registrant outstanding as of February [removed: 10, 2023] [added: 9, 2024] was [removed: 509,294,618] [added: 497,842,032] 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: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

| [FORWARD LOOKING [removed: STATEMENTS](#i3254ddb0bbd740dd900dc699f73182d2_82)] [added: STATEMENTS](#i3c1d112d47e24dc68195796c93d74f47_13)] | | | | | | | | | | | | [removed: [2](#i3254ddb0bbd740dd900dc699f73182d2_82)] [added: [3](#i3c1d112d47e24dc68195796c93d74f47_13)] | | |

| | | | 1A. | | | [Risk [removed: Factors](#i3254ddb0bbd740dd900dc699f73182d2_19)] [added: Factors](#i3c1d112d47e24dc68195796c93d74f47_22)] | | | | | | [removed: [15](#i3254ddb0bbd740dd900dc699f73182d2_19)] [added: [14](#i3c1d112d47e24dc68195796c93d74f47_22)] | | |

| | | | 1B. | | | [Unresolved Staff [removed: Comments](#i3254ddb0bbd740dd900dc699f73182d2_22)] [added: Comments](#i3c1d112d47e24dc68195796c93d74f47_25)] | | | | | | [removed: [23](#i3254ddb0bbd740dd900dc699f73182d2_22)] [added: [23](#i3c1d112d47e24dc68195796c93d74f47_25)] | | |

| | | | 3. | | | [Legal [removed: Proceedings](#i3254ddb0bbd740dd900dc699f73182d2_28)] [added: Proceedings](#i3c1d112d47e24dc68195796c93d74f47_31)] | | | | | | [removed: [24](#i3254ddb0bbd740dd900dc699f73182d2_28)] [added: [25](#i3c1d112d47e24dc68195796c93d74f47_31)] | | |

| | | | 4. | | | [Mine Safety [removed: Disclosures](#i3254ddb0bbd740dd900dc699f73182d2_31)] [added: Disclosures](#i3c1d112d47e24dc68195796c93d74f47_34)] | | | | | | [removed: [24](#i3254ddb0bbd740dd900dc699f73182d2_31)] [added: [25](#i3c1d112d47e24dc68195796c93d74f47_34)] | | |

| | | | 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3254ddb0bbd740dd900dc699f73182d2_37)] [added: Securities](#i3c1d112d47e24dc68195796c93d74f47_40)] | | | | | | [removed: [25](#i3254ddb0bbd740dd900dc699f73182d2_37)] [added: [26](#i3c1d112d47e24dc68195796c93d74f47_40)] | | |

| | | | 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3254ddb0bbd740dd900dc699f73182d2_46)] [added: Operations](#i3c1d112d47e24dc68195796c93d74f47_49)] | | | | | | [removed: [27](#i3254ddb0bbd740dd900dc699f73182d2_46)] [added: [28](#i3c1d112d47e24dc68195796c93d74f47_49)] | | |

| | | | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3254ddb0bbd740dd900dc699f73182d2_85)] [added: Risk](#i3c1d112d47e24dc68195796c93d74f47_85)] | | | | | | [removed: [40](#i3254ddb0bbd740dd900dc699f73182d2_85)] [added: [41](#i3c1d112d47e24dc68195796c93d74f47_85)] | | |

| | | | 8. | | | [Financial Statements and Supplementary [removed: Data](#i3254ddb0bbd740dd900dc699f73182d2_88)] [added: Data](#i3c1d112d47e24dc68195796c93d74f47_88)] | | | | | | [removed: [41](#i3254ddb0bbd740dd900dc699f73182d2_88)] [added: [42](#i3c1d112d47e24dc68195796c93d74f47_88)] | | |

| | | | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3254ddb0bbd740dd900dc699f73182d2_91)] [added: Disclosure](#i3c1d112d47e24dc68195796c93d74f47_91)] | | | | | | [removed: [41](#i3254ddb0bbd740dd900dc699f73182d2_91)] [added: [42](#i3c1d112d47e24dc68195796c93d74f47_91)] | | |

| | | | 9A. | | | [Controls and [removed: Procedures](#i3254ddb0bbd740dd900dc699f73182d2_94)] [added: Procedures](#i3c1d112d47e24dc68195796c93d74f47_94)] | | | | | | [removed: [41](#i3254ddb0bbd740dd900dc699f73182d2_94)] [added: [42](#i3c1d112d47e24dc68195796c93d74f47_94)] | | |

| | | | 9B. | | | [Other [removed: Information](#i3254ddb0bbd740dd900dc699f73182d2_97)] [added: Information](#i3c1d112d47e24dc68195796c93d74f47_97)] | | | | | | [removed: [42](#i3254ddb0bbd740dd900dc699f73182d2_97)] [added: [43](#i3c1d112d47e24dc68195796c93d74f47_97)] | | |

| | | | 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3254ddb0bbd740dd900dc699f73182d2_100)] [added: Inspections](#i3c1d112d47e24dc68195796c93d74f47_100)] | | | | | | [removed: [42](#i3254ddb0bbd740dd900dc699f73182d2_100)] [added: [43](#i3c1d112d47e24dc68195796c93d74f47_100)] | | |

| [PART [removed: III](#i3254ddb0bbd740dd900dc699f73182d2_103)] [added: III](#i3c1d112d47e24dc68195796c93d74f47_103)] | | | | | | | | | | | | [removed: [43](#i3254ddb0bbd740dd900dc699f73182d2_103)] [added: [44](#i3c1d112d47e24dc68195796c93d74f47_103)] | | |

| | | | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3254ddb0bbd740dd900dc699f73182d2_106)] [added: Governance](#i3c1d112d47e24dc68195796c93d74f47_106)] | | | | | | [removed: [43](#i3254ddb0bbd740dd900dc699f73182d2_106)] [added: [44](#i3c1d112d47e24dc68195796c93d74f47_106)] | | |

| | | | 11. | | | [Executive [removed: Compensation](#i3254ddb0bbd740dd900dc699f73182d2_109)] [added: Compensation](#i3c1d112d47e24dc68195796c93d74f47_109)] | | | | | | [removed: [43](#i3254ddb0bbd740dd900dc699f73182d2_109)] [added: [44](#i3c1d112d47e24dc68195796c93d74f47_109)] | | |

| | | | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3254ddb0bbd740dd900dc699f73182d2_112)] [added: Matters](#i3c1d112d47e24dc68195796c93d74f47_112)] | | | | | | [removed: [43](#i3254ddb0bbd740dd900dc699f73182d2_112)] [added: [44](#i3c1d112d47e24dc68195796c93d74f47_112)] | | |

| | | | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3254ddb0bbd740dd900dc699f73182d2_115)] [added: Independence](#i3c1d112d47e24dc68195796c93d74f47_115)] | | | | | | [removed: [43](#i3254ddb0bbd740dd900dc699f73182d2_115)] [added: [44](#i3c1d112d47e24dc68195796c93d74f47_115)] | | |

| | | | 14. | | | [Principal Accountant Fees and [removed: Services](#i3254ddb0bbd740dd900dc699f73182d2_118)] [added: Services](#i3c1d112d47e24dc68195796c93d74f47_118)] | | | | | | [removed: [43](#i3254ddb0bbd740dd900dc699f73182d2_118)] [added: [44](#i3c1d112d47e24dc68195796c93d74f47_118)] | | |

| [PART [removed: IV](#i3254ddb0bbd740dd900dc699f73182d2_121)] [added: IV](#i3c1d112d47e24dc68195796c93d74f47_121)] | | | | | | | | | | | | [removed: [44](#i3254ddb0bbd740dd900dc699f73182d2_121)] [added: [45](#i3c1d112d47e24dc68195796c93d74f47_121)] | | |

| | | | 15. | | | [Exhibits, Financial Statements [removed: Schedules](#i3254ddb0bbd740dd900dc699f73182d2_124)] [added: Schedules](#i3c1d112d47e24dc68195796c93d74f47_124)] | | | | | | [removed: [44](#i3254ddb0bbd740dd900dc699f73182d2_124)] [added: [45](#i3c1d112d47e24dc68195796c93d74f47_124)] | | |

| | | | 16. | | | [Form 10-K [removed: Summary](#i3254ddb0bbd740dd900dc699f73182d2_130)] [added: Summary](#i3c1d112d47e24dc68195796c93d74f47_130)] | | | | | | [removed: [46](#i3254ddb0bbd740dd900dc699f73182d2_130)] [added: [48](#i3c1d112d47e24dc68195796c93d74f47_130)] | | |

| [removed: [SIGNATURES](#i3254ddb0bbd740dd900dc699f73182d2_133)] [added: [SIGNATURES](#i3c1d112d47e24dc68195796c93d74f47_133)] | | | | | | | | | | | | [removed: [48](#i3254ddb0bbd740dd900dc699f73182d2_133)] [added: [49](#i3c1d112d47e24dc68195796c93d74f47_133)] | | |

| [INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT [removed: SCHEDULE](#i3254ddb0bbd740dd900dc699f73182d2_136)] [added: SCHEDULE](#i3c1d112d47e24dc68195796c93d74f47_136)] | | | | | | | | | | | | [removed: [F-1](#i3254ddb0bbd740dd900dc699f73182d2_136)] [added: [F-1](#i3c1d112d47e24dc68195796c93d74f47_136)] | | |

| Credit Agreement | | | Credit agreement with a commercial bank syndicate dated [removed: November] [added: October] 6, [removed: 2018, as amended] [added: 2022] | | |

| Executive Committee | | | Cognizant's Chief Executive Officer and his [added: key] direct reports | | |

| Cognizant | | | 1 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| Cognizant | | | 2 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

These forward-looking statements, such as statements regarding our anticipated future [removed: revenues or] [added: revenues,] 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 [removed: our digital practice areas,] [added: the NextGen program,] 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.

- economic and [removed: political] [added: geopolitical] conditions globally, [removed: including inflation and the invasion of Ukraine by Russia, and] in particular in the markets in which our clients and operations are concentrated;

- restrictions on visas, in particular in the United States, [removed: United Kingdom] [added: UK] and EU, or immigration more generally or increased costs of such visas or the wages we are required to pay employees on visas, which may affect our ability to compete for and provide services to our clients;

Risk [removed: Factors](#i3254ddb0bbd740dd900dc699f73182d2_19)”] [added: Factors](#i3c1d112d47e24dc68195796c93d74f47_22)”] in this report.

| Cognizant | | | 3 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

[removed: Business](#i3254ddb0bbd740dd900dc699f73182d2_16),”] [added: Business](#i3c1d112d47e24dc68195796c93d74f47_19),”] “[Part I, Item 1A.

Risk [removed: Factors](#i3254ddb0bbd740dd900dc699f73182d2_19)”] [added: Factors](#i3c1d112d47e24dc68195796c93d74f47_22)”] and “[Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3254ddb0bbd740dd900dc699f73182d2_46).”] [added: Operations](#i3c1d112d47e24dc68195796c93d74f47_49).”] We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [GLOSSARY](#i3c1d112d47e24dc68195796c93d74f47_10) | | | | | | | | | | | | [1](#i3c1d112d47e24dc68195796c93d74f47_10) | | |

| [PART I](#i3c1d112d47e24dc68195796c93d74f47_16) | | | | | | | | | | | | [5](#i3c1d112d47e24dc68195796c93d74f47_16) | | |

| | | | 1. | | | [Business](#i3c1d112d47e24dc68195796c93d74f47_19) | | | | | | [5](#i3c1d112d47e24dc68195796c93d74f47_19) | | |

| | | | 1C. | | | [Cybersecurity](#i3c1d112d47e24dc68195796c93d74f47_2170) | | | | | | [23](#i3c1d112d47e24dc68195796c93d74f47_2170) | | |

| | | | 2. | | | [Properties](#i3c1d112d47e24dc68195796c93d74f47_28) | | | | | | [25](#i3c1d112d47e24dc68195796c93d74f47_28) | | |

| [PART II](#i3c1d112d47e24dc68195796c93d74f47_37) | | | | | | | | | | | | [26](#i3c1d112d47e24dc68195796c93d74f47_37) | | |

| | | | 6. | | | [\[Reserved\]](#i3c1d112d47e24dc68195796c93d74f47_43) | | | | | | [27](#i3c1d112d47e24dc68195796c93d74f47_43) | | |

| 2023 Incentive Plan | | | Cognizant Technology Solutions Corporation 2023 Incentive Award Plan | | |

| CE | | | Continental Europe | | |

| CEO | | | Chief Executive Officer | | |

| CFO | | | Chief Financial Officer | | |

| CIO | | | Chief Information Officer | | |

| CODM | | | Chief Operating Decision Maker | | |

| CSO | | | Chief Security Officer | | |

| DPDP | | | Digital Personal Data Protection Act, 2023 | | |

| DTSA | | | Defend Trade Secrets Act | | |

| EVP | | | Executive Vice President | | |

| GenAI | | | Generative Artificial Intelligence | | |

| HRC | | | Human Rights Campaign | | |

| Defined Term | | | Definition | | |

| ITAT | | | Income Tax Appellate Tribunal in India | | |

| NA | | | North America | | |

| NASSCOM | | | National Association of Software and Services Companies | | |

| OECD | | | Organization for Economic Cooperation and Development | | |

| RoW | | | Rest of World | | |

| SVP | | | Senior Vice President | | |

| Thirdera | | | Thirdera Holdings, LLC | | |

| UK | | | United Kingdom | | |

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

- our ability to successfully implement our NextGen program and the amount of costs, timing of incurring costs, and ultimate benefits of such plans;

- our ability to successfully use AI-based technologies in our client offerings and our own internal operations;

- our ability to meet ESG expectations and commitments;

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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

| [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) | | |

| ASR | | | Accelerated Stock Repurchase | | |

| ASU | | | Accounting Standards Update | | |

| Class Action Settlement Loss | | | Loss recorded in connection with the filing of a settlement agreement that resolved the consolidated putative securities class action against us and certain of our former officers | | |

| COVID-19 Charges | | | Costs directly related to the COVID-19 pandemic | | |

| Credit Loss Standard | | | ASC Topic 326 "Financial Instruments - Credit Losses" | | |

| FASB | | | Financial Accounting Standards Board | | |

| 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. | | |

| Samlink | | | Oy Samlink Ab | | |

| Tax on Accumulated Indian Earnings | | | The income tax expense related to the reversal of our indefinite reinvestment assertion on Indian earnings accumulated in prior years | | |

| Cognizant | | | 23 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

Risk Management and Strategy

Cybersecurity risk management is an integral part of our overall enterprise risk management program.

Our cybersecurity risk management program, which is managed by Cognizant’s Corporate Security team, is designed to identify, assess and manage risks from cybersecurity threats and provides a framework for handling cybersecurity threats and incidents.

The program is also aligned with the risk assessment framework that has been established by the enterprise risk management team.

Our cybersecurity risk management framework includes steps for assessing the severity of a cybersecurity threat (including an escalation process for potentially material cybersecurity threats and incidents to an internal committee comprised of members of senior management), identifying the source of a cybersecurity threat (including whether the cybersecurity threat is associated with a third-party service provider), implementing cybersecurity countermeasures and mitigation strategies.

The internal committee is responsible for assessing the materiality of cybersecurity threats and incidents and informs designated members of executive leadership and of the Board of Directors of material cybersecurity threats and incidents.

Cognizant's cyber risk management program is periodically audited as part of external certification audits.

We also engage third-party cybersecurity experts to assist with risk assessment and conduct penetration testing among other items.

Key findings from the audits and third-party risk assessments are summarized and communicated to the Company’s senior leadership and the Audit Committee, and remediation actions are implemented to enhance our overall cybersecurity program.

We require our vendors to comply with privacy and cybersecurity requirements, and we perform risk assessments of vendors, including their ability to protect data from unauthorized access.

We include data protection and security content as part of annual training required of employees.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

In 2020, we experienced a previously-disclosed cybersecurity incident that resulted in unauthorized access to certain data and caused significant disruptions to our business operations.

In response, we engaged leading outside forensics and cybersecurity experts, launched a comprehensive containment and remediation effort and forensic investigation, restored the security of our internal systems and networks and adopted various enhancements to the security of our systems and networks.

Governance

As part of our overall enterprise risk management program, we prioritize the identification and management of cybersecurity risk at several levels.

Our Board of Directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the Audit Committee, which is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

The Audit Committee previously utilized an IT Cybersecurity Subcommittee, comprised of members of the Audit Committee, to assist in carrying out a portion of these responsibilities.

In December 2023, the Audit Committee transitioned away from use of the subcommittee structure.

At all times, the full Audit Committee has maintained and continues to maintain oversight responsibility for cybersecurity risk management.

Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs.

Our cyber risk assessment program is managed by our Corporate Security team, which is led by our CSO, who has over 25 years of experience in the cybersecurity and technology industry.

The CSO reports to Cognizant's Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary.

The CSO manages multiple teams within Corporate Security that are operationally responsible for the security of the Company, including Global Cyber Operations, Business Information Security, Global Business Resilience and Integrated Risk Management, each of which provides regular updates to the CSO regarding cyber threat intelligence, cyber incidents and cyber risk metrics as part of their security responsibilities.

The CSO works closely with the CIO, who is responsible for Cognizant's information technology and digital transformation strategy.

Together, the CSO and CIO have a mutual set of responsibilities to align, implement, and govern security policies, standards, and technology controls throughout the enterprise.

On a periodic basis, the CSO and CIO provide updates to the Audit Committee on, among other things, key cybersecurity metrics, status of projects to strengthen the Company's information security systems and assessments of the Company's security program.

The Audit Committee reports to the Board of Directors, which also receives periodic updates on such matters.

| | | | | | | | | |

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

| Cognizant | | | 24 | | | December 31, 2023 Form 10-K | | |

We have over [removed: 28] [added: 24] million square feet of owned and leased facilities for our delivery centers.

Our largest delivery center presence is in India, representing [removed: 87%] [added: 90%] of our total delivery centers on a square-foot basis, with the largest presence in Chennai [removed: (10] [added: (9] million square feet), Hyderabad [removed: (4] [added: (3] million square feet), Pune (3 million square feet), Kolkata (3 million square feet) and Bangalore (2 million square feet).

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 [removed: others, which are used to support our clients across all four of our reportable business segments.][added: others.]

Our facilities are used to support clients across all four reportable business segments.

| Cognizant | | | [removed: 24] [added: 25] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

Our Class A common stock trades on the Nasdaq Stock Market under the symbol “CTSH.” As of December 31, [removed: 2022,] [added: 2023,] the number of holders of record of our Class A common stock was [removed: 106] [added: 102] and the approximate number of beneficial holders of our Class A common stock was [removed: 501,800.][added: 575,000.]

During [removed: 2022,] [added: 2023,] we paid quarterly cash dividends of [removed: $0.27] [added: $0.29] per share, or [removed: $1.08] [added: $1.16] per share in total for the year.

In February [removed: 2023,] [added: 2024,] our Board of Directors approved a cash dividend of [removed: $0.29] [added: $0.30] per share with a record date of February [removed: 17, 2023] [added: 20, 2024] and a payment date of February 28, [removed: 2023.][added: 2024.]

Our stock repurchase program, as amended in November 2022, allows for the repurchase of up to $11.5 billion, excluding fees and expenses, of our Class A common stock through open market purchases, including under a 10b5-1 Plan [removed: or] in [removed: private transactions, including through ASR agreements entered into with financial institutions, in] accordance with applicable federal securities laws.

The repurchase program does not have an expiration [removed: date.][added: date and had a remaining balance of $1,777 million as of December 31, 2023.]

The timing of repurchases and the exact number of shares to be purchased are determined by management, in its discretion, or pursuant to a 10b5-1 Plan, and [removed: will] depend upon market conditions and other factors.

During the three months ended December 31, [removed: 2022,] [added: 2023,] we repurchased [removed: $300] [added: $298] million of our Class A common stock under our stock repurchase [removed: program.][added: program as follows:]

| October 1, [removed: 2022] [added: 2023] - October 31, [removed: 2022] [added: 2023] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 1,075] [added: 2,075] | |

For the three months ended December 31, [removed: 2022,] [added: 2023,] we purchased 0.2 million shares at an aggregate cost of $15 million in connection with employee tax withholding obligations.

| Cognizant | | | [removed: 25] [added: 26] | | | December 31, [removed: 2022] [added: 2023] 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: 2017] [added: 2018] and ending on the last day of our last completed fiscal year.

[removed: ][added: ]

| Company / Index | | | | | | [removed: Base Period 12/31/17] [added: Base Period 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] | | | | | | [removed: 12/31/22] [added: 12/31/23] | | |

(1)Graph assumes $100 invested on December 31, [removed: 2017] [added: 2018] in our Class A common stock, the S&P 500 Index and the S&P 500 Information Technology Index.

| November 1, 2023 - November 30, 2023 | | | | | | 2,287,032 | | | | | | 68.38 | | | | | | 2,287,032 | | | | | | 1,919 | | |

| December 1, 2023 - December 31, 2023 | | | | | | 1,930,988 | | | | | | 73.15 | | | | | | 1,930,988 | | | | | | 1,777 | | |

| Total | | | | | | 4,218,020 | | | | | | $ | 70.56 | | | | | 4,218,020 | | | | | | | | |

| Cognizant Technology Solutions Corp | | | | | | $ | 100 | | | | | $ | 98.93 | | | | | $ | 132.49 | | | | | $ | 145.26 | | | | | $ | 95.09 | | | | | $ | 127.78 | |

| S&P 500 Index | | | | | | 100 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P 500 Information Technology Index | | | | | | 100 | | | | | | 150.29 | | | | | | 216.25 | | | | | | 290.92 | | | | | | 208.90 | | | | | | 329.73 | | |

The following table sets out the stock repurchase activity under our stock repurchase program during the fourth quarter of 2022 and the approximate dollar value of shares that may yet be purchased under the program as of December 31, 2022.

| 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 | | | | | | | | |

| 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 | | |

| Cognizant | | | [removed: 26] [added: 27] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

Exhibits, Financial Statements and Financial Statement [removed: Schedule.](#i3254ddb0bbd740dd900dc699f73182d2_124)”][added: Schedule.](#i3c1d112d47e24dc68195796c93d74f47_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: 2022.][added: 2023.]

Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

| Cognizant | | | [removed: 41] [added: 42] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control-Integrated [removed: Framework (2013)*.][added: Framework* (2013).]

Based on its evaluation, our management has concluded that, as of December 31, [removed: 2022,] [added: 2023,] our internal control over financial reporting was effective.

[removed: PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the] financial statements included in this annual report, has issued an attestation report on our internal control over financial reporting, as stated in their report which is included on page F-2.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the

Management’s Responsibility for Financial Statements

Our management is responsible for the integrity and objectivity of all information presented in this annual report.

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments.

Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the Company’s independent registered public accounting firm and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort.

During the three months ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

None.

| Cognizant | | | [removed: 42] [added: 43] | | | December 31, [removed: 2022] [added: 2023] 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](#i3254ddb0bbd740dd900dc699f73182d2_13)] [added: I](#i3c1d112d47e24dc68195796c93d74f47_16)] of this Annual Report on Form 10-K.

The remaining information required by this item will be included under the caption "Corporate governance" in our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of 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, [removed: 2022] [added: 2023] 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: 2023] [added: 2024] 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 2024 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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

| Cognizant | | | [removed: 43] [added: 44] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| 3.2 | | | | | | [Amended and Restated Bylaws, as adopted on [removed: September](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000032/amendedbylawsclean.htm) [14](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000032/amendedbylawsclean.htm)[,] [added: September 14,] 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](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [current] [added: following current] or [removed: former](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [Executive] [added: former Executive] Officers: Brian Humphries, Jan Siegmund, Becky Schmitt, Robert Telesmanic, Balu Ganesh [removed: Ayyar,](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [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] [added: Ayyar](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 | | | | | | | | |

| 10.3† | | | | | | [2022 Form of Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment [removed: Agreement, to be entered into] [added: Agreement] between the Company and [removed: certain] [added: each of the following current or former] Executive [removed: Officers](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1016302022.htm)] [added: Officers: Surya Gummadi, Kathryn Diaz and Jatin Dalal](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1016302022.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 7/28/2022 | | | | | | | | |

| 10.6† | | | | | | [Letter Agreement, dated as of December 9, 2022, by and between the Company and Brian Humphries regarding Base Pay Denomination [removed: Adjustment](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit10612312022.htm)] [added: Adjustment](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit10612312022.htm)] | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 10.6] | | | | | | [added: 2/15/2023] | | | | | | [removed: Filed] | | |

| Cognizant | | | [removed: 44] [added: 45] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| [removed: 10.11†] [added: 10.12†] | | | | | | [Offer Letter, by and between the Company and [removed: Rajesh Nambiar,] [added: Jatin Dalal,] acknowledged and agreed September [removed: 16, 2020](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10612312021.htm)] [added: 25, 2023](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000316/exhibit101.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | 000-24429 | | | | | | [removed: 10.6] [added: 10.1] | | | | | | [removed: 2/16/2022] [added: 9/28/2023] | | | | | | | | |

| [removed: 10.12†] [added: 10.11†] | | | | | | [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 | | | | | | | | |

| [removed: 10.15†] [added: 10.13†] | | | | | | [Non-Employee Director Compensation Guidelines (effective as of [removed: June 7, 2022)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit101512312022.htm)] [added: June](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1096302023.htm) [6](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1096302023.htm)[, 202](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1096302023.htm)[3](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1096302023.htm)[)](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1096302023.htm)] | | | | | | [added: 10-Q] | | | | | | [added: 000-24429] | | | | | | [added: 10.9] | | | | | | [added: 8/3/2023] | | | | | | [removed: Filed] | | |

| [removed: 10.16†] [added: 10.14†] | | | | | | [2004 Employee Stock Purchase Plan (as amended and restated effective as of January 1, 2022)](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10712312021.htm) | | | | | | 10-K | | | | | | 000-24429 | | | | | | 10.7 | | | | | | 2/16/2022 | | | | | | | | |

| [removed: 10.17†] [added: 10.15†] | | | | | | [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 | | | | | | | | |

| 10.18† | | | | | | [removed: [Form of Cognizant] [added: [Cognizant] Technology Solutions Corporation [removed: Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex101.htm)] [added: 2017 Incentive Award Plan](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000023/a8-kexhibit101x2017incenti.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | [removed: 7/6/2009] [added: 6/7/2017] | | | | | | | | |

| [removed: 10.19†] [added: 10.17†] | | | | | | [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 Non-Employee Director Deferred Issuance](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex108.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | [removed: 10.2] [added: 10.8] | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.20†] [added: 10.27†] | | | | | | [Form of Cognizant Technology Solutions Corporation [added: Performance-Based] Restricted Stock Unit Award [removed: Agreement Time-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex103.htm)] [added: Grant Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1046302023.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 000-24429 | | | | | | [removed: 10.3] [added: 10.4] | | | | | | [removed: 7/6/2009] [added: 8/3/2023] | | | | | | | | |

| 10.21† | | | | | | [Form of [removed: Cognizant Technology Solutions Corporation Notice of Award of] Restricted Stock [removed: Units Time-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex104.htm)] [added: Unit Award Grant Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1046-30x2017.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 000-24429 | | | | | | 10.4 | | | | | | [removed: 7/6/2009] [added: 8/3/2017] | | | | | | | | |

| [removed: 10.22†] [added: 10.28†] | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award [removed: Agreement Performance-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex105.htm)] [added: Grant Notice for Non-Employee Director (Non-Deferred](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1056302023.htm))] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 000-24429 | | | | | | 10.5 | | | | | | [removed: 7/6/2009] [added: 8/3/2023] | | | | | | | | |

| [removed: 10.23†] [added: 10.29†] | | | | | | [Form of Cognizant Technology Solutions Corporation [removed: Notice of Award of] Restricted Stock [removed: Units Performance-Based Vesting](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex106.htm)] [added: Unit Award Grant Notice Non-Employee Director (Deferred Settlement)](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1066302023.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 000-24429 | | | | | | 10.6 | | | | | | [removed: 7/6/2009] [added: 8/3/2023] | | | | | | | | |

| [removed: 10.24†] [added: 10.16†] | | | | | | [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: 10.25†] [added: 10.30†] | | | | | | [Form of Cognizant Technology Solutions Corporation [removed: Notice of Award of Restricted] [added: Deferred] Stock [removed: Units] [added: Unit Award Grant Notice] Non-Employee Director [added: (for] Deferred [removed: Issuance](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex108.htm)] [added: Equity in lieu of Cash Retainer)](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1076302023.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 000-24429 | | | | | | [removed: 10.8] [added: 10.7] | | | | | | [removed: 7/6/2009] [added: 8/3/2023] | | | | | | | | |

| [removed: 10.26†] [added: 10.25†] | | | | | | [Cognizant Technology Solutions Corporation [removed: 2017 Incentive] [added: 20](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000197/ctshexhibit991.htm)[23](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000197/ctshexhibit991.htm) [Incentive] Award [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000023/a8-kexhibit101x2017incenti.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000197/ctshexhibit991.htm)] | | | | | | [removed: 8-K] [added: S-8] | | | | | | [removed: 000-24429] [added: 333-27244] | | | | | | [removed: 10.1] [added: 99.1] | | | | | | [removed: 6/7/2017] [added: 6/6/2023] | | | | | | | | |

| Cognizant | | | [removed: 45] [added: 46] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| [removed: 10.27†] [added: 10.19†] | | | | | | [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: 10.28†] [added: 10.20†] | | | | | | [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: 10.29†] [added: 10.22†] | | | | | | [Form of [removed: Restricted] Stock [removed: Unit Award] [added: Option] Grant [removed: Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1046-30x2017.htm)] [added: Notice and Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1056-30x2017.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | [removed: 10.4] [added: 10.5] | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.30†] [added: 10.23†] | | | | | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit Award] Grant Notice [removed: and Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1056-30x2017.htm)] [added: (March 5, 2020 form)](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1013312020.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | [removed: 10.5] [added: 10.1] | | | | | | [removed: 8/3/2017] [added: 5/8/2020] | | | | | | | | |

| [removed: 10.31†] [added: 10.24†] | | | | | | [Form of [added: Performance-Based] Restricted Stock Unit Award Grant Notice (March 5, 2020 [removed: form)](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1013312020.htm)] [added: form)](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1023312020.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | 5/8/2020 | | | | | | | | |

| [removed: 10.32†] [added: 10.26†] | | | | | | [Form of [removed: Performance-Based] [added: Cognizant Technology Solutions Corporation] Restricted Stock Unit Award Grant Notice [removed: (March 5, 2020 form)](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1023312020.htm)] [added: for Employees, including Executive Officers](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1036302023.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | [removed: 10.2] [added: 10.3] | | | | | | [removed: 5/8/2020] [added: 8/3/2023] | | | | | | | | |

| [removed: 10.33†] [added: 10.34] | | | | | | [Credit Agreement, dated as of October 6, 2022, among Cognizant Technology Solutions Corporation, Cognizant Worldwide Limited, certain financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000310/exhibit101.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 10/7/2022 | | | | | | | | |

| [removed: 10.34†] [added: 10.32†] | | | | | | [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 | | | | | | | | |

| 21.1 | | | | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit21112312022.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit21112312023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit23112312022.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit23112312023.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/1058290/000105829023000027/ctshexhibit31112312022.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit31112312023.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/1058290/000105829023000027/ctshexhibit31212312022.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit31212312023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 32.1 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit32112312022.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit32112312023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished | | |

| 32.2 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000027/ctshexhibit32212312022.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit32212312023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished | | |

| Cognizant | | | [removed: 46] [added: 47] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| 10.31† | | | | | | [Letter Agreement with each of Steven Rohleder and Sandra Wijnberg regarding grant of dividend equivalents on previously issued Deferred Stock Units](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1086302023.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.8 | | | | | | 8/3/2023 | | | | | | | | |

| 10.33† | | | | | | [Cognizant Technology Solutions Corporation Senior Executive Cash Severance Policy](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000092/exhibit1013623.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 3/6/2023 | | | | | | | | |

| 97.1 | | | | | | [Cognizant Technology Solutions Corporation Rule 10D-1 Compensation Recoupment (Clawback) Policy adopted September 6, 2023](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit97112312023.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Date | | | | | | Filed or Furnished Herewith | | |

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

| 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 | | |

| Cognizant | | | [removed: 47] [added: 48] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| Date: | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ RAVI KUMAR S | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ [removed: JAN SIEGMUND] [added: JATIN DALAL] | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ ROBERT TELESMANIC | | | | | | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ STEPHEN J. ROHLEDER | | | | | | Chair of the Board and Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ ZEIN ABDALLA | | | | | | Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ VINITA BALI | | | | | | Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ ARCHANA DESKUS | | | | | | Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ JOHN M. DINEEN | | | | | | Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ LEO S. MACKAY, JR. | | | | | | Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ MICHAEL PATSALOS\-FOX | | | | | | Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ JOSEPH M. VELLI | | | | | | Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| /s/ SANDRA S. WIJNBERG | | | | | | Director | | | | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| Cognizant | | | [removed: 48] [added: 49] | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#i3254ddb0bbd740dd900dc699f73182d2_139) 238[)](#i3254ddb0bbd740dd900dc699f73182d2_139)] [added: No.](#i3c1d112d47e24dc68195796c93d74f47_139) 238[)](#i3c1d112d47e24dc68195796c93d74f47_139)] | | | | | | | | | [removed: [F-](#i3254ddb0bbd740dd900dc699f73182d2_139)[2](#i3254ddb0bbd740dd900dc699f73182d2_139)] [added: [F-](#i3c1d112d47e24dc68195796c93d74f47_139)[2](#i3c1d112d47e24dc68195796c93d74f47_139)] | | |

| [Consolidated Statements of Financial Position as of December 31, [removed: 2022 and 2021](#i3254ddb0bbd740dd900dc699f73182d2_142)] [added: 202](#i3c1d112d47e24dc68195796c93d74f47_142)[3](#i3c1d112d47e24dc68195796c93d74f47_142) [and 20](#i3c1d112d47e24dc68195796c93d74f47_142)[2](#i3c1d112d47e24dc68195796c93d74f47_142)[2](#i3c1d112d47e24dc68195796c93d74f47_142)] | | | | | | | | | [removed: [F-](#i3254ddb0bbd740dd900dc699f73182d2_142)[4](#i3254ddb0bbd740dd900dc699f73182d2_142)] [added: [F-](#i3c1d112d47e24dc68195796c93d74f47_142)[4](#i3c1d112d47e24dc68195796c93d74f47_142)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021 and 2020](#i3254ddb0bbd740dd900dc699f73182d2_148)] [added: 202](#i3c1d112d47e24dc68195796c93d74f47_148)[3](#i3c1d112d47e24dc68195796c93d74f47_148)[, 202](#i3c1d112d47e24dc68195796c93d74f47_148)[2](#i3c1d112d47e24dc68195796c93d74f47_148) [and 20](#i3c1d112d47e24dc68195796c93d74f47_148)[21](#i3c1d112d47e24dc68195796c93d74f47_148)] | | | | | | | | | [removed: [F-](#i3254ddb0bbd740dd900dc699f73182d2_148)[5](#i3254ddb0bbd740dd900dc699f73182d2_148)] [added: [F-](#i3c1d112d47e24dc68195796c93d74f47_148)[5](#i3c1d112d47e24dc68195796c93d74f47_148)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021 and 2020](#i3254ddb0bbd740dd900dc699f73182d2_151)] [added: 202](#i3c1d112d47e24dc68195796c93d74f47_151)[3](#i3c1d112d47e24dc68195796c93d74f47_151)[, 202](#i3c1d112d47e24dc68195796c93d74f47_151)[2](#i3c1d112d47e24dc68195796c93d74f47_151) [and 20](#i3c1d112d47e24dc68195796c93d74f47_151)[21](#i3c1d112d47e24dc68195796c93d74f47_151)] | | | | | | | | | [removed: [F-](#i3254ddb0bbd740dd900dc699f73182d2_151)[6](#i3254ddb0bbd740dd900dc699f73182d2_151)] [added: [F-](#i3c1d112d47e24dc68195796c93d74f47_151)[6](#i3c1d112d47e24dc68195796c93d74f47_151)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2022, 2021 and 2020](#i3254ddb0bbd740dd900dc699f73182d2_154)] [added: 202](#i3c1d112d47e24dc68195796c93d74f47_154)[3](#i3c1d112d47e24dc68195796c93d74f47_154)[, 202](#i3c1d112d47e24dc68195796c93d74f47_154)[2](#i3c1d112d47e24dc68195796c93d74f47_154) [and 20](#i3c1d112d47e24dc68195796c93d74f47_154)[21](#i3c1d112d47e24dc68195796c93d74f47_154)] | | | | | | | | | [removed: [F-](#i3254ddb0bbd740dd900dc699f73182d2_154)[7](#i3254ddb0bbd740dd900dc699f73182d2_154)] [added: [F-](#i3c1d112d47e24dc68195796c93d74f47_154)[7](#i3c1d112d47e24dc68195796c93d74f47_154)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021 and 2020](#i3254ddb0bbd740dd900dc699f73182d2_157)] [added: 202](#i3c1d112d47e24dc68195796c93d74f47_157)[3](#i3c1d112d47e24dc68195796c93d74f47_157)[, 202](#i3c1d112d47e24dc68195796c93d74f47_157)[2](#i3c1d112d47e24dc68195796c93d74f47_157) [and 20](#i3c1d112d47e24dc68195796c93d74f47_157)[21](#i3c1d112d47e24dc68195796c93d74f47_157)] | | | | | | | | | [removed: [F-](#i3254ddb0bbd740dd900dc699f73182d2_157)[8](#i3254ddb0bbd740dd900dc699f73182d2_157)] [added: [F-](#i3c1d112d47e24dc68195796c93d74f47_157)[8](#i3c1d112d47e24dc68195796c93d74f47_157)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3254ddb0bbd740dd900dc699f73182d2_160)] [added: Statements](#i3c1d112d47e24dc68195796c93d74f47_160)] | | | | | | | | | [removed: [F-](#i3254ddb0bbd740dd900dc699f73182d2_160)[9](#i3254ddb0bbd740dd900dc699f73182d2_160)] [added: [F-](#i3c1d112d47e24dc68195796c93d74f47_160)[9](#i3c1d112d47e24dc68195796c93d74f47_160)] | | |

| [Schedule of Valuation and Qualifying Accounts for the years ended December 31, [removed: 2022, 2021 and 2020](#i3254ddb0bbd740dd900dc699f73182d2_229)] [added: 202](#i3c1d112d47e24dc68195796c93d74f47_229)[3](#i3c1d112d47e24dc68195796c93d74f47_229)[, 202](#i3c1d112d47e24dc68195796c93d74f47_229)[2](#i3c1d112d47e24dc68195796c93d74f47_229) [and 20](#i3c1d112d47e24dc68195796c93d74f47_229)[21](#i3c1d112d47e24dc68195796c93d74f47_229)] | | | | | | | | | [removed: [F-](#i3254ddb0bbd740dd900dc699f73182d2_229)[40](#i3254ddb0bbd740dd900dc699f73182d2_229)] [added: [F-](#i3c1d112d47e24dc68195796c93d74f47_229)[41](#i3c1d112d47e24dc68195796c93d74f47_229)] | | |

| Cognizant | | | F-1 | | | December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

| Cognizant | | | F-2 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

As described in Notes 1 and 2 to the consolidated financial statements, fixed-price contracts comprised [removed: $8.3] [added: $8.7] billion of the Company’s total revenues for the year ended December 31, [removed: 2022,] [added: 2023,] which includes performance obligations where control is transferred over time.

The selection of the method to measure progress towards completion requires judgment and is based [added: primarily] on the nature of the deliverables to be provided.

Revenues related to fixed-price application maintenance, [removed: testing] [added: quality engineering] and [added: assurance as well as] business process services are recognized based on management’s right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered.

Evaluating the reasonableness of the assumptions related to the total expected labor costs involved assessing management’s ability to reasonably develop total expected labor costs by (i) performing a comparison of [removed: actual labor costs incurred with] expected labor [removed: costs] [added: cost metrics at project inception with actual cost metrics] for similar completed projects and (ii) evaluating the timely identification of circumstances that may warrant a modification to previous labor cost estimates, including actual labor costs in excess of estimates.

[removed: February 15, 2023][added: 2023]

| Cognizant | | | F-3 | | | December 31, [removed: 2022] [added: 2023] Form 10-K | | |

| (in millions, except par values) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | [removed: 2,191] [added: 2,621] | | | | | $ | [removed: 1,792] [added: 2,191] | |

| Short-term investments | | | [removed: 310] [added: 14] | | | | | | [removed: 927] [added: 310] | | |

| Trade accounts receivable, net | | | [removed: 3,796] [added: 3,849] | | | | | | [removed: 3,557] [added: 3,796] | | |

| Other current assets | | | [removed: 969] [added: 1,022] | | | | | | [removed: 1,066] [added: 969] | | |

| Jatin Dalal | | | | | | | | | | | | | | |

| /s/ ERIC BRANDERIZ | | | | | | Director | | | | | | February 14, 2024 | | |

| Eric Branderiz | | | | | | | | | | | | | | |

| /s/ ABRAHAM SCHOT | | | | | | Director | | | | | | February 14, 2024 | | |

| Abraham Schot | | | | | | | | | | | | | | |

February 14, 2024

| Restructuring charges | | | | | | 229 | | | | | | — | | | | | | — | | |

| Repurchases of common stock | | | | | | (15) | | | | | | — | | | | | | (247) | | | | | | (823) | | | | | | — | | | | | | (1,070) | | |

| Balance, December 31, 2023 | | | | | | 498 | | | | | | $ | 5 | | | | | $ | 15 | | | | | $ | 13,301 | | | | | $ | (94) | | | | | $ | 13,227 | |

| Net income | | | $ | 2,126 | | | | | $ | 2,290 | | | | | $ | 2,137 | |

We provide industry expertise and close client collaboration, combining critical perspective with a flexible engagement style.

Restructuring charges principally consist of severance and related separation costs, facility exit costs and other related third-party costs necessary to execute the restructuring program.

The Company accrues for severance and other related separation costs when it is probable that termination benefits will be paid and the amount is reasonably

estimable.

Recognition of employee severance and other separation costs is also dependent on requirements established by severance policy, statutory laws, or historical experience.

Facility exit costs generally reflect the accelerated lease expense for right-of-use assets, expected lease termination costs, and asset impairments in connection with closure of certain sites, net of gains on exit-related disposals.

Restructuring costs are recorded in “Restructuring charges” in the consolidated statements of operations.

The restructuring liability related to accrued employee separation costs is included in "Accrued expenses and other current liabilities" in the consolidated statements of financial position.

At the end of each reporting period, the Company evaluates the remaining accrued balances to ensure these balances are properly stated.

| November 2023 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | | | Annual period starting in 2024 and interim periods starting in 2025 Retrospective basis | | | The new standard requires enhanced segment disclosures but does not change the definition of a segment for the guidance for determining a reportable segment. The amendments require disclosure of significant segment expenses regularly provided to the CODM included within segment operating profit or loss and a description of how the CODM utilizes segment operating profit or loss to assess segment performance and allocating resources. The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to allocate resources. | | | The Company is currently evaluating the impact of the new standard on its related disclosures. | | |

| December 2023 Income Taxes (Topic 740): Improvements to Income Tax Disclosures | | | Annual period starting in 2025 Prospective basis although retrospective application is permitted | | | The new standard requires enhanced income tax disclosures primarily related to the rate reconciliation and income taxes paid information. | | | The Company is currently evaluating the impact of the new standard on its related disclosures. | | |

| North America | | | | | | $ | 4,091 | | | | | $ | 4,865 | | | | | $ | 3,102 | | | | | $ | 2,205 | | | | | $ | 14,263 | |

| United Kingdom | | | | | | 613 | | | | | | 167 | | | | | | 534 | | | | | | 571 | | | | | | 1,885 | | |

| Continental Europe | | | | | | 605 | | | | | | 533 | | | | | | 612 | | | | | | 159 | | | | | | 1,909 | | |

| Europe - Total | | | | | | 1,218 | | | | | | 700 | | | | | | 1,146 | | | | | | 730 | | | | | | 3,794 | | |

| Rest of World | | | | | | 500 | | | | | | 109 | | | | | | 380 | | | | | | 307 | | | | | | 1,296 | | |

| Total | | | | | | $ | 5,809 | | | | | $ | 5,674 | | | | | $ | 4,628 | | | | | $ | 3,242 | | | | | $ | 19,353 | |

| Consulting and technology services | | | | | | $ | 3,965 | | | | | $ | 3,238 | | | | | $ | 3,010 | | | | | $ | 1,751 | | | | | $ | 11,964 | |

| Outsourcing services | | | | | | 1,844 | | | | | | 2,436 | | | | | | 1,618 | | | | | | 1,491 | | | | | | 7,389 | | |

| Total | | | | | | $ | 5,809 | | | | | $ | 5,674 | | | | | $ | 4,628 | | | | | $ | 3,242 | | | | | $ | 19,353 | |

| Time and materials | | | | | | $ | 3,215 | | | | | $ | 2,004 | | | | | $ | 1,837 | | | | | $ | 1,832 | | | | | $ | 8,888 | |

| Fixed-price | | | | | | 2,369 | | | | | | 2,600 | | | | | | 2,435 | | | | | | 1,260 | | | | | | 8,664 | | |

| Transaction or volume-based | | | | | | 225 | | | | | | 1,070 | | | | | | 356 | | | | | | 150 | | | | | | 1,801 | | |

| Total | | | | | | $ | 5,809 | | | | | $ | 5,674 | | | | | $ | 4,628 | | | | | $ | 3,242 | | | | | $ | 19,353 | |

| (in millions) | | | | | | 2023 | | | | | | 2022 | | |

| Amounts acquired in business combinations | | | | | | 9 | | | | | | — | | |

| (in millions) | | | | | | 2023 | | | | | | 2022 | | |

| Amounts acquired in business combinations | | | | | | 13 | | | | | | — | | |

| Effect of foreign currency exchange movements | | | | | | — | | | | | | (7) | | |

(1)Reported in "Selling, general and administrative expenses" in our audited consolidated statements of operations.

| Jan Siegmund | | | | | | | | | | | | | | |

| /s/ MAUREEN BREAKIRON\-EVANS | | | | | | Director | | | | | | February 15, 2023 | | |

| Maureen Breakiron-Evans | | | | | | | | | | | | | | |

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

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

| Balance, December 31, 2019 | | | | | | 548 | | | | | | $ | 5 | | | | | $ | 33 | | | | | $ | 11,022 | | | | | $ | (38) | | | | | $ | 11,022 | |

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

| Repurchases of common stock | | | | | | (24) | | | | | | — | | | | | | (375) | | | | | | (1,246) | | | | | | — | | | | | | (1,621) | | |

(1) Reflects the adoption of the Credit Loss Standard on January 1, 2020.

| Proceeds from borrowing under the revolving credit facility | | | — | | | | | | — | | | | | | 1,740 | | |

| Repayment of notes outstanding under the revolving credit facility | | | — | | | | | | — | | | | | | (1,740) | | |

We monitor the credit ratings of the

Upfront payments related to ASRs are accounted for as a reduction to stockholders’ equity in the consolidated statements of financial position in the period the payments are made.

We recognize these compensation costs net

Stock-based compensation costs for PSUs are recognized on a graded-vesting basis over the vesting period based on the most probable outcome of the performance conditions.

| June 2016 Financial Instruments-Credit Losses | | | January 1, 2020 Modified Retrospective | | | The standard requires the measurement and recognition of expected credit losses using the current expected credit loss model for financial assets held at amortized cost, which includes the Company’s trade accounts receivable, certain financial instruments and contract assets. It replaces the existing incurred loss impairment model with an expected loss methodology. The recorded credit losses are adjusted each period for changes in expected lifetime credit losses. The standard requires a cumulative effect adjustment to the statement of financial position as of the beginning of the first reporting period in which the guidance is effective. | | | As a result of the adoption, we recorded an increase to our opening retained earnings and "Trade accounts receivable, net" of $1 million each. | | |

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

| North America | | | | | | $ | 4,013 | | | | | $ | 4,181 | | | | | $ | 2,650 | | | | | $ | 1,737 | | | | | $ | 12,581 | |

| United Kingdom | | | | | | 463 | | | | | | 157 | | | | | | 371 | | | | | | 344 | | | | | | 1,335 | | |

| Continental Europe | | | | | | 629 | | | | | | 434 | | | | | | 413 | | | | | | 177 | | | | | | 1,653 | | |

| Europe - Total | | | | | | 1,092 | | | | | | 591 | | | | | | 784 | | | | | | 521 | | | | | | 2,988 | | |

| Rest of World | | | | | | 516 | | | | | | 80 | | | | | | 262 | | | | | | 225 | | | | | | 1,083 | | |

| Total | | | | | | $ | 5,621 | | | | | $ | 4,852 | | | | | $ | 3,696 | | | | | $ | 2,483 | | | | | $ | 16,652 | |

| Consulting and technology services | | | | | | $ | 3,691 | | | | | $ | 2,786 | | | | | $ | 2,249 | | | | | $ | 1,456 | | | | | $ | 10,182 | |

| Outsourcing services | | | | | | 1,930 | | | | | | 2,066 | | | | | | 1,447 | | | | | | 1,027 | | | | | | 6,470 | | |

| Time and materials | | | | | | $ | 3,548 | | | | | $ | 1,950 | | | | | $ | 1,548 | | | | | $ | 1,515 | | | | | $ | 8,561 | |

| Fixed-price | | | | | | 1,736 | | | | | | 1,777 | | | | | | 1,741 | | | | | | 871 | | | | | | 6,125 | | |

| Transaction or volume-based | | | | | | 337 | | | | | | 1,125 | | | | | | 407 | | | | | | 97 | | | | | | 1,966 | | |

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

In connection with our settlement offer, we recorded a reduction of revenues of $118 million and additional expenses of $33 million, primarily related to the impairment of long-lived assets.

The $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 sale of our Samlink subsidiary closed on February 1, 2022.

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

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

For acquisitions completed in 2022, the allocation of purchase price is preliminary and will be finalized as soon as practicable within the measurement period, but in no event later than one year following the date of acquisition.

During 2020, we incurred costs related to both our realignment program and our 2020 Fit for Growth Plan.

Our realignment program, which began in 2017, targeted improved client focus, cost structure and the efficiency and effectiveness of our delivery while continuing to drive revenue growth.

Our 2020 Fit for Growth Plan, which began in the fourth quarter of 2019, simplified our organizational model and optimized our cost structure in order to partially fund the investments required to execute on our strategy and advance our growth agenda and included our decision to exit certain content-related services that were not in line with our strategic vision for the Company.

During 2020, we incurred $42 million of certain employee retention costs and professional fees related to our realignment program and $173 million of employee separation, employee retention and facility exit costs and other charges related to our 2020 Fit for Growth Plan.