Cognizant Technology Solutions (CTSH) 10-K risk factor changes: FY2024 vs FY2023

Our results of operations could be adversely affected by economic and [removed: political] [added: geopolitical] conditions globally and in particular in the markets in which our clients and operations are concentrated.

Volatile, negative or uncertain economic conditions have in the past and could in the future cause our clients to reduce, postpone or cancel spending on projects with us, making it more difficult for us to accurately forecast client demand and have available the right resources to profitably address such client [removed: demand.][added: demand, including as a result of inflation, higher interest rates, tightening of credit markets, trade disputes, recession or slowing growth, among others.]

For example, in [removed: 2023] [added: 2024] some of our clients [removed: reduced] [added: continued to reduce] their discretionary spending in response to economic uncertainty, which negatively impacted our revenues.

Our revenues are highly dependent on clients located in the United States and Europe, and any adverse economic, [removed: political] [added: geopolitical] or legal uncertainties or adverse developments, including due to the uncertainty related to the economic environment and inflation, [added: natural or man-made disasters and extreme weather, geopolitical events and conflicts, labor or trade disputes or similar events,] may cause clients in these geographies to reduce their spending and materially adversely impact our business.

If we are unable to attract, train and retain skilled employees to satisfy client demand, including highly skilled technical personnel and personnel with experience in key [added: AI and] digital areas, as well as senior management to lead our business globally, our business and results of operations may be materially adversely affected.

Our success is dependent, in large part, on our ability to keep our supply of skilled employees, including project managers, IT engineers and senior technical personnel, in particular those with experience in key [added: AI and] digital areas, in balance with client demand around the world and on our ability to attract and retain senior management with the knowledge and skills to lead our business globally.

In 2021 and most of 2022, [removed: we, and] we [removed: believe] [added: and, we believe,] the IT industry [removed: as a whole,] [added: generally,] experienced unprecedented attrition.

[removed: Correspondingly, we have needed to] [added: We must hire or] reskill, [removed: retain, integrate] [added: integrate, retain] and motivate our large workforce with diverse skills and expertise [removed: in order] to serve client demands across the globe, respond quickly to rapid and ongoing technological, industry and macroeconomic developments and grow and manage our business.

[removed: The rate of attrition began to decrease in the second half of 2022, but if such] [added: If our] attrition levels increase [removed: again in the future,] [added: significantly,] it could materially adversely affect our business and results of operations.

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

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

We compete for employees not only with other companies in our industry but also with companies in other industries, such as software services, engineering services and financial services [removed: companies.][added: companies, as well as our clients' GCCs.]

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

| Cognizant | | | 14 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

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

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

Continued business growth increases the complexity of our business and places significant strain on our management, employees, operations, systems, delivery, financial [removed: resources,] [added: resources] and internal financial control and reporting functions, which we will have to continue to develop and improve to sustain such growth.

Our ability to successfully manage change associated with the various business transformation initiatives is critical for [removed: the] [added: our] overall strategy execution.

Additionally, we expect to continue pursuing strategic and targeted acquisitions and investments to enhance our offerings of services and solutions or to enable us to expand our talent, experience and capabilities in key [added: AI and] digital areas or in particular geographies or industries.

We may face challenges in effectively integrating acquired businesses into our ongoing [removed: operations] [added: operations, including the implementation of controls, processes] and [added: policies appropriate for a multinational public company at acquired companies that may have previously lacked such functions] in [added: areas such as cybersecurity, IT and privacy, among others, and in] assimilating and retaining employees of those businesses into our culture and organizational structure, and these risks may be magnified by the size and number of transactions we execute.

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

[removed: Guided by our strategic priorities, in] [added: At] the [removed: second quarter] [added: end] of [removed: 2023] [added: 2024,] we [removed: initiated the] [added: completed our] NextGen [removed: program] [added: program, which was] aimed at simplifying our operating model, optimizing corporate functions and consolidating and realigning office space to reflect the post-pandemic hybrid work environment.

In [removed: connection with the NextGen program, in 2023] [added: 2024,] we incurred [removed: $115] [added: $134] million of employee [removed: separation costs and $114 million of] [added: separation,] facility exit and other costs [removed: totaling $229] [added: related to the program, bringing the total costs incurred since inception to $363] million.

See [removed: Note 4] [added: [Note 4](#ie02a3808edd842f9891d0b99057c9258_175)] to our [removed: audited] consolidated financial statements.

| Cognizant | | | 15 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

[removed: The] [added: Our] NextGen program may result in the loss of institutional knowledge and expertise, [removed: as well as] the reallocation of certain roles and responsibilities across the Company, [added: difficulties in the retention of our remaining employees and reduced productivity among our remaining employees,] all of which could [removed: adversely] [added: have a material adverse] affect [added: on] our operations.

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

If [removed: 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 [removed: the] [added: our] NextGen program, our operating results and financial condition would be adversely affected.

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

Our profitability also depends on the efficiency with which we run our operations (including [removed: changes in] our [removed: internal organizational structure)] [added: ability to leverage new technologies to improve productivity)] and the cost of our operations, especially the compensation and benefits costs of our employees.

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

We have entered into foreign exchange forward [added: and option] contracts intended to partially offset the impact of the movement of the exchange rates on future operating costs and to mitigate foreign currency risk on foreign currency denominated net monetary assets.

However, the hedging strategies that we have implemented, or may in the future implement, to mitigate foreign currency exchange rate risks may not reduce or completely offset our exposure to foreign [removed: exchange rate fluctuations and may expose our business to unexpected market, operational and counterparty credit risks.]

Many of our client contracts include clauses that tie our compensation to the achievement of agreed-upon performance [removed: standards] [added: standards, productivity improvements] or milestones.

Failure to satisfy [removed: these] [added: any such] requirements could significantly reduce our fees under the contracts, increase the cost to us of meeting performance standards or milestones, delay expected payments, subject us to potential damage claims under the contract terms or harm our reputation.

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 [added: attained and adherence to schedule.]

| Cognizant | | | 16 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

Further, if we do not accurately estimate the effort, [added: anticipated productivity improvements,] costs or timing for meeting our contractual commitments or completing engagements to a client's satisfaction, our contracts [added: have in the past and] could [added: in the future] have delivery inefficiencies and be less profitable than expected or unprofitable.

[removed: Business-Competition](#i3c1d112d47e24dc68195796c93d74f47_19).”] [added: Business-Competition](#ie02a3808edd842f9891d0b99057c9258_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.

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

Investing in our common stock involves a high degree of risk.

You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including “[Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie02a3808edd842f9891d0b99057c9258_52)” and our consolidated financial statements and related notes, before making an investment decision.

The risks described below are not the only risks or uncertainties we face.

The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, could materially and adversely affect our business, financial condition, prospects, or results of operations.

In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Additionally, macroeconomic and geopolitical developments, including public health crises, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of inflation and high interest rates may amplify many of the risks discussed below to which we are subject.

The extent of the impact of macroeconomic and geopolitical developments on our financial and operating performance depends significantly on the duration and severity of such macroeconomic and geopolitical developments, the actions taken to contain or mitigate their impact and any changes in client behaviors as a result thereof.

Further, our business depends on our ability to obtain payment from our clients of the amounts they owe us for the work we perform.

Macroeconomic or geopolitical conditions, including inflationary pressures, trade disputes or other challenges could result in financial difficulties for our clients, which have in the past and could in the future cause clients to delay payments to us, request modifications to their payment arrangements or default on their payment obligations to us.

The less we are able to differentiate our services

Additionally, we face competition from clients' in-house technology resources, such as GCCs, which may provide a lower cost alternative to our services.

Some of our third-party alliance partners are also clients or suppliers for our internal operations.

Some of these technological changes have reduced or replaced the demand for some of our historical services and solutions and will continue to do so in the future.

We expect the proliferation of AI will have a significant impact on our industry, and we believe our ability to compete in this space will be critical to our financial performance.

If we fail to develop and implement AI solutions that meet our internal and client needs or if we are unable to bring AI-enabled solutions to market as effectively or with the same speed as our competitors, we may fail to recoup our investments in AI and our financial performance, competitive position, business and reputation may be adversely impacted.

Some services that we historically performed for our clients have been and will continue to be replaced by AI or other forms of automation, including our own AI-enabled client offerings.

AI technology and services require access to high-quality datasets, foundation models, and other AI system components.

We currently rely, in part, on third parties to provide these components.

In the future, we may face difficulties acquiring the necessary rights from third parties due to market competition and other factors.

This challenge could hinder our ability to develop, implement or maintain AI technologies.

To overcome this, we may need to invest in alternative strategies, such as forming alliances or developing our own resources.

Additionally, the use of AI by us or our business partners may create new cybersecurity vulnerabilities, including those which may not be recognized at the time.

The uncertainty around the safety and security of new and emerging AI applications requires significant investment to test for security, accuracy, bias, and other variables - efforts that can be complex, costly, and potentially impact our profit margins, and may cause decreased demand for our services or harm to our business, results of operations, financial condition, or reputation.

Addressing these consequences may require significant operational costs to implement, manage, and maintain processes around the AI lifecycle that align with industry standards and meet customer expectations.

Furthermore, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, with jurisdictions around the world applying, or considering applying, laws and regulations related to IP, cybersecurity, export controls, privacy, data security, and data protection to AI and automated decision-making, or general legal frameworks on AI, such as the EU AI Act, which entered into force in 2024 and parts of which apply beginning in 2025.

These laws are continuously evolving and developing and may impose obligations on companies developing and using AI or automated decision-making technologies.

Given the rapid rate of change and the often uncertain scope, interpretation, and application of these laws and regulations, which may be in conflict across jurisdictions, we may not always be able to anticipate how courts and regulators will apply existing laws to AI, predict how new legal frameworks will address AI, or otherwise ensure compliance with these frameworks.

As a result, we may have to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks on AI are not consistent across jurisdictions, and the EU AI Act may increase costs or impact the operation of our AI services.

Finally, AI technology may be viewed negatively by the public due to media scrutiny over issues such as job displacement, privacy and ethical AI concerns.

This negative perception can adversely affect our investments in AI technology, both directly and indirectly.

For the year ended December 31, 2024 our Voluntary Attrition - Tech Services was 15.9% as compared to 13.8% for the year ended December 31, 2023.

In addition, changes in immigration laws or policies, or varying applications of immigration laws and policies, could limit the availability of certain work visas in the U.S., which could

exacerbate competition for skilled labor.

Further, our work with governmental clients exposes us to additional risks inherent in the government contracting process, including stricter regulatory requirements and heightened reputational and contractual risks.

our need to devote time and resources to training, professional development and other typically non-chargeable activities.

Security breaches, employee malfeasance, or human or technological error have in the past and could in the future cause shutdowns or disruptions of our or our clients' operations and

Such attacks, or other currently unanticipated threats, could occur in the future.

The emergence and maturation of AI capabilities may also lead to new or more sophisticated methods of attack.

We face various important risks and uncertainties, including those described below, that could adversely affect our business, results of operations and financial condition and, as a result, cause a decline in the trading price of our common stock.

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

significant.

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

We

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

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.

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.

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

consequences.

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

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.

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.

For example, in April 2020, we announced a security incident involving a Maze ransomware attack.

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.

We are required to comply with increasingly complex and changing data security and privacy regulations in the United States, the EU, India and in other jurisdictions in which we operate.

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

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

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.

New rules and restrictions on the movement of data across national borders could increase compliance costs, as well as the risk of regulatory enforcement action (including potential financial 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, alongside growing state level legislation impose or will impose extensive privacy requirements on organizations that handle personal data.

Proposals for federal comprehensive privacy legislation continue and other new state laws are under consideration.

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.

The 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.

The DPDP limits penalties that can be imposed to 2.5 billion Indian rupees or approximately $30 million.

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

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.

Complying with these changing regulatory requirements that apply to us directly or indirectly from our impacted customers requires us to incur substantial costs, exposes us to potential regulatory action or litigation, and may require changes to our business practices in certain jurisdictions, any of which could materially adversely affect our business operations and operating results.

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

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 outbreaks of disease.

- *Delivery challenges* – We could face closures of our clients' facilities that materially impair our ability to deliver services to our clients and satisfy contractually agreed upon service levels during pandemics, epidemics, or other outbreaks of disease.

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 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, may be a cause of employee morale concerns and may adversely impact employee productivity, as they did during the COVID-19 pandemic.

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.

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.

We help clients modernize technology, reimagine processes and transform experiences so they can stay ahead in [removed: a] [added: today's] fast-changing [removed: world.][added: world, where AI is beginning to reshape organizations in every field.]

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

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

[removed: In] [added: At] the [removed: second quarter] [added: end] of [removed: 2023,] [added: 2024,] we [removed: initiated the] [added: completed our] NextGen [removed: program] [added: program, which was] aimed at simplifying our operating model, optimizing corporate functions and consolidating and realigning office space to reflect the post-pandemic hybrid work environment.

[removed: We expect the] [added: The] savings generated by the program [removed: to help fund] [added: are funding] continued investments in our people, revenue growth opportunities and the modernization of our office space.

[removed: In connection with the NextGen program, in 2023 we incurred $115 million] [added: (1) Consists] of employee [removed: separation costs and $114 million of] [added: separation,] facility exit and other costs [removed: totaling $229 million.][added: incurred in connection with the NextGen program.]

See [Note [removed: 4](#i3c1d112d47e24dc68195796c93d74f47_172)] [added: 3](#ie02a3808edd842f9891d0b99057c9258_172)] to our [removed: audited] consolidated financial statements.

[removed: 2023] [added: 2024] Financial Results1

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

| Cognizant | | | 28 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

During the year ended December 31, [removed: 2023,] [added: 2024,] revenues [removed: decreased] [added: increased] by [removed: $75] [added: $383] million as compared to the year ended December 31, [removed: 2022,] [added: 2023,] representing [removed: a decrease] [added: an increase] of [removed: 0.4%,] [added: 2.0%,] or [removed: a decrease of 0.3%] [added: 1.9%] on a constant currency [removed: basis2.][added: basis1.]

[removed: Revenue decline was driven by our Financial Services segment, which was negatively] [added: Additionally, revenues were positively] impacted by [removed: weakness] [added: growth] in [removed: the banking sector,] [added: our Health Sciences segment,] partially offset by [removed: growth] [added: weakness primarily] in our [removed: Communications, Media and Technology,] Products and Resources [added: (excluding the impact of our recently completed acquisitions)] and [removed: Health Sciences] [added: Financial Services] segments.

[removed: Our recently] [added: - Recently] completed acquisitions contributed [removed: 110] [added: 200] basis points [added: of growth] to [removed: revenue growth, primarily benefiting] [added: the overall change in revenues, including approximately 600 basis points of growth to] our Products and Resources [added: segment (primarily in North America)] and [added: approximately 150 basis points of growth to our] Communications, Media and Technology [removed: segments.][added: segment (primarily in North America);]

Our operating margin and Adjusted Operating Margin2 [removed: was] [added: increased to 14.7% and 15.3%, respectively, for the year ended December 31, 2024, from] 13.9% and 15.1%, respectively, for the year ended December 31, 2023.

In addition, [removed: as discussed in [Note 4](#i3c1d112d47e24dc68195796c93d74f47_49) to] our [removed: audited consolidated financial statements, our 2023] GAAP operating [removed: margin was] [added: margins for 2024 and 2023, were] negatively impacted by the NextGen charges, [added: as discussed in Note 4 to our consolidated financial statements,] which were excluded from our Adjusted Operating Margin.

For the year ended December 31, [removed: 2023] [added: 2024] our Voluntary Attrition - Tech Services was [removed: 13.8%] [added: 15.9%] as compared to [removed: 25.6%] [added: 13.8%] for the year ended December 31, [removed: 2022.][added: 2023.]

We finished [removed: 2023] [added: 2024] with approximately [removed: 347,700] [added: 336,800] employees as compared to [removed: 355,300] [added: 347,700] employees at the end of [removed: 2022.][added: 2023.]

[removed: Business](#i3c1d112d47e24dc68195796c93d74f47_19)] [added: Business](#ie02a3808edd842f9891d0b99057c9258_19)] for information on our [removed: six] strategic [removed: priorities.][added: approach.]

We continue to expect the [removed: long-term] focus of our clients to be on their [removed: digital] transformation into [removed: software-driven,] [added: AI-ready, technology-driven,] data-enabled, customer-centric and differentiated businesses.

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

We plan to make significant investments in our AI capabilities to meet the needs of our clients and harness [removed: its] [added: AI's] value in a flexible, secure, scalable and responsible way.

As AI-based technologies [added: or other forms of automation] evolve, we expect that [added: demand for] some services that we currently perform for our clients [removed: will] [added: may] be [removed: replaced by AI] [added: reduced and our ability to obtain favorable pricing] or [removed: forms of automation.][added: other terms for our services may be diminished.]

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

Risk [removed: Factors.](#i3c1d112d47e24dc68195796c93d74f47_22)][added: Factors.](#ie02a3808edd842f9891d0b99057c9258_22)]

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

| Cognizant | | | 29 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

*For a discussion of our results of operations for the year ended December 31, [removed: 2021,] [added: 2022,] including a year-to-year comparison between [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022.*][added: 2023.*]

The Year Ended December 31, [removed: 2023] [added: 2024] Compared to The Year Ended December 31, [removed: 2022][added: 2023]

| | | | | | | | | | [removed: | | |] % of | | | | | | | | | | | | % of | | | | | | | | | [added: | | |] Increase / Decrease | | | | | | | | | [added: | | | | | | | | |]

| (Dollars in millions, except per share data) | | | [added: 2024] | | | [added: | | | Revenues | | | | | |] 2023 | | | | | | Revenues | | | | | | [removed: 2022] | | | | | | [removed: Revenues] [added: $] | | | | | | | | | [removed: $] | | | | | | % | | |

| Selling, general and administrative expenses(a) | | | [added: 3,223] | | | [added: | | | 16.3 | | | | | |] 3,252 | | | | | | 16.8 | | | | | | [removed: 3,443] | | | | | | [removed: 17.7] [added: (29)] | | | | | | | | | [removed: (191)] | | | | | | [removed: (5.5)] [added: (0.9)] | | |

| Restructuring charges | | | [added: 134] | | | [added: | | | 0.7 | | | | | |] 229 | | | | | | 1.2 | | | | | | [removed: —] | | | | | | [removed: —] [added: (95)] | | | | | | | | | [removed: 229] | | | | | | [removed: N/A] [added: (41.5)] | | |

| Depreciation and amortization expense | | | [added: 529] | | | [added: | | | 2.7 | | | | | |] 519 | | | | | | 2.7 | | | | | | [removed: 569] | | | | | | [removed: 2.9] [added: 10] | | | | | | | | | [removed: (50)] | | | | | | [removed: (8.8)] [added: 1.9] | | |

| [removed: Income] [added: GAAP income] from operations and operating margin | | | [removed: | | | 2,689 | | |] [added: $] | [added: 2,892] | | [removed: 13.9] | | | [added: 14.7] | | [added: %] | [removed: 2,968] | | | [added: $] | [added: 2,689] | | [removed: 15.3] | | | [added: 13.9] | | [added: %] | | | | [removed: (279)] | | | | | | [removed: (9.4)] | | |

| Other income (expense), net | | | [added: 46] | | | [added: | | | | | | | | |] 98 | | | | | | | | | | | | [removed: 48] | | | | | | [added: (52)] | | | | | | | | | [removed: 50] | | | | | | [removed: 104.2] [added: (53.1)] | | |

| Income before provision for income taxes | | | [added: 2,938] | | | [added: | | | 14.9 | | | | | |] 2,787 | | | | | | 14.4 | | | | | | [removed: 3,016] | | | | | | [removed: 15.5] [added: 151] | | | | | | | | | [removed: (229)] | | | | | | [removed: (7.6)] [added: 5.4] | | |

| Provision for income taxes | | | [added: (713)] | | | [added: | | | | | | | | |] (668) | | | | | | | | | | | | [removed: (730)] | | | | | | [added: (45)] | | | | | | | | | [removed: 62] | | | | | | [removed: (8.5)] [added: 6.7] | | |

In 2024, we incurred $134 million of employee separation, facility exit and other costs related to the program, bringing the total costs incurred since inception to $363 million.

| Revenue up $383 million or 2.0% from 2023; an increase of 1.9% in constant currency1 | | | | | | Income from Operations up $203 million or 7.5% from 2023 Adjusted Income from Operations1 up $108 million or 3.7% from 2023 | | | | | | | | | | | | Operating margin up 80 basis points from 2023 Adjusted Operating Margin1 up 20 basis points from 2023 | | | | | | | | | | | | Diluted EPS up $0.30 or 7.1% from 2023 Adjusted Diluted EPS1 up $0.20 or 4.4% from 2023 | | | | | | | | |

Our recently completed acquisitions contributed 200 basis points to revenue growth.

Our 2024 GAAP and Adjusted Operating Margins were positively impacted by net savings generated from our NextGen program and the beneficial impact of foreign currency exchange rate movements, while being negatively impacted by increased compensation costs, primarily as a result of a merit increase cycle completed during the third quarter of 2024, and the dilutive impact of recently completed acquisitions, primarily driven by transaction and integration related expenses and amortization of acquired intangibles.

To support this transformation and drive greater business resiliency, we expect clients will continue to demand services and solutions that can enhance productivity and deliver cost savings.

We expect that the Code on Social Security, 2020, if enacted as currently written, could result in a material one-time increase to our post-employment liability for past service and would also modestly increase our costs for employment and post-employment benefits prospectively.

In addition, in March 2024, India and Mauritius signed a Protocol to amend the India-Mauritius Income Tax Treaty.

We are currently evaluating the potential impact of the amendment, which, depending on its final terms when entered into force, could increase our effective income tax rate, as CTS India is a subsidiary of our wholly-owned Mauritius entity.

During the third quarter of 2024, we completed the acquisition of Belcan.

This acquisition is expected to have a modest near-term dilutive impact to our 2025 operating margin, primarily due to integration-related expenses and amortization of acquired intangibles.

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

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| Revenues | | | $ | 19,736 | | | | | 100.0 | | | | | | $ | 19,353 | | | | | 100.0 | | | | | | | | | | | | $ | 383 | | | | | | | | | | | | | | 2.0 | | |

| Cost of revenues(a) | | | 12,958 | | | | | | 65.7 | | | | | | 12,664 | | | | | | 65.4 | | | | | | | | | | | | 294 | | | | | | | | | | | | | | | 2.3 | | |

| Net income | | | $ | 2,240 | | | | | 11.3 | | | | | | $ | 2,126 | | | | | 11.0 | | | | | | | | | | | | $ | 114 | | | | | | | | | | | | | | 5.4 | | |

| Diluted EPS | | | $ | 4.51 | | | | | | | | | | | $ | 4.21 | | | | | | | | | | | | | | | | | $ | 0.30 | | | | | | | | | | | | | | 7.1 | | |

| Health Sciences | | | | | | | | | | | | | | | $ | 258 | | | | | 4.5 | | | | | | 4.5 | | | | | |

| Financial Services | | | | | | | | | | | | | | | (56) | | | | | | (1.0) | | | | | | (1.1) | | | | | |

| Products and Resources | | | | | | | | | | | | | | | 154 | | | | | | 3.3 | | | | | | 3.2 | | | | | |

| Total revenues | | | | | | | | | | | | | | | $ | 383 | | | | | 2.0 | | | | | | 1.9 | | | | | |

| 2024 as compared to 2023 | | | | | | | | | | | | | | | Increase / (Decrease) | | | | | | | | | | | | | | | | | |

| North America | | | | | | | | | | | | | | | $ | 435 | | | | | 3.0 | | | | | | 3.1 | | | | | |

| United Kingdom | | | | | | | | | | | | | | | (58) | | | | | | (3.1) | | | | | | (5.1) | | | | | |

| Continental Europe | | | | | | | | | | | | | | | 23 | | | | | | 1.2 | | | | | | 0.9 | | | | | |

| Europe - Total | | | | | | | | | | | | | | | (35) | | | | | | (0.9) | | | | | | (2.1) | | | | | |

| Total revenues | | | | | | | | | | | | | | | $ | 383 | | | | | 2.0 | | | | | | 1.9 | | | | | |

| é | | | $294M | | | | | | | | | | | |

The decrease, as a percentage of revenues, was primarily driven by the net savings generated from our NextGen program, partially offset by the impact of recently completed acquisitions, primarily as a result of transaction and integration related expenses.

| ê | | | $29M | | | | | | | | | | | |

| ê | | | 0.5% as a % of revenues | | | | | | | | | | | |

Depreciation and amortization expense increased by 1.9%, and was flat as a percentage of revenues, in 2024 as compared to 2023.

The increase in amortization expense driven by intangible assets related to our recently completed acquisitions was partially offset by the decline of depreciation expense, which was driven by actions taken under our NextGen program.

The increase in our 2024 GAAP operating margin and Adjusted Operating Margin5 was primarily driven by net savings generated from our NextGen program and the beneficial impact of foreign currency exchange rate movements, partially offset by increased compensation costs, primarily as a result of a merit increase cycle, and the dilutive impact of recently completed acquisitions, primarily as a result of transaction and integration related expenses and amortization of acquired intangibles.

Segment operating profit in the Products and Resources segment was negatively impacted by the dilutive impact of the Belcan acquisition.

Segment operating profit in the Financial Services segment was positively impacted by reduced resales of third-party products in connection with our integrated offerings strategy.

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

Interest income for the year ended December 31, 2024 decreased by $7 million as compared to 2023.

While our invested balances decreased during the year ended December 31, 2024, primarily due to the required payment related to the ITD dispute in January 2024 (see [Note 11](#ie02a3808edd842f9891d0b99057c9258_199) to our consolidated financial statements) and the Belcan acquisition in August 2024, we benefited from higher interest rates compared to the year ended December 31, 2023.

Interest expense for the year ended December 31, 2024 increased by $13 million as compared to 2023 primarily due to the drawdown on our revolving credit facility in connection with the Belcan acquisition.

| é | | | $45M | | | | | | | | | | | |

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

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 | | | | | | | | |

This compares to operating margin and Adjusted Operating Margin of 15.3% for the year ended December 31, 2022.

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.

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 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.

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.

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

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| 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 | | |

| Net income | | | | | | $ | 2,126 | | | | | 11.0 | | | | | | $ | 2,290 | | | | | 11.8 | | | | | | | | | $ | (164) | | | | | (7.2) | | |

| 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) | | | | | |

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

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

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

| North America | | | | | | | | | | | | | | | $ | (172) | | | | | (1.2) | | | | | | (1.1) | | | | | |

| United Kingdom | | | | | | | | | | | | | | | 75 | | | | | | 4.1 | | | | | | 3.5 | | | | | |

| Continental Europe | | | | | | | | | | | | | | | 114 | | | | | | 6.4 | | | | | | 4.3 | | | | | |

| Europe - Total | | | | | | | | | | | | | | | 189 | | | | | | 5.2 | | | | | | 3.9 | | | | | |

- Recently completed acquisitions which contributed 110 basis points of growth to the overall change in revenues, including 230 basis points of growth to our Products and Resources segment (primarily in North America) and 290 basis points of growth to our Communications, Media and Technology segment (primarily in Continental Europe and the United Kingdom);

*•*North America revenues in the Communications, Media and Technology segment included growing demand among the largest clients in this segment, including for services related to digital content;

- Revenues in the Continental Europe region were driven by increased demand from pharmaceutical clients within the Health Sciences segment and automotive clients within the Products and Resources segment; and

| é | | | $216M | | | | | | | | | | | |

| é | | | 1.3% as a % of revenues | | | | | | | | | | | |

Revenues from our clients in the United Kingdom, Continental Europe and Rest of World represented [removed: 9.7%, 9.9%] [added: 9.2%, 9.8%] and [removed: 6.7%,] [added: 6.5%,] respectively, of our [removed: 2023] [added: 2024] 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 24% of our global operating costs during [removed: 2023,] [added: 2024,] and are subject to foreign currency exchange rate fluctuations.

As of December 31, [removed: 2023,] [added: 2024,] the notional value and weighted average contract rates of these contracts by year of maturity were as follows:

As of December 31, [removed: 2023,] [added: 2024,] the net unrealized [removed: gain] [added: loss] on our outstanding foreign exchange forward and option contracts designated as cash flow hedges was [removed: $13] [added: $34] million.

Based upon a sensitivity analysis at December 31, [removed: 2023,] [added: 2024,] 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: $278] [added: $277] million.

In [removed: 2023,] [added: 2024,] we reported foreign currency exchange [removed: gains,] [added: losses,] exclusive of hedging gains, of approximately [removed: $42] [added: $29] 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: 2024] [added: 2025] 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: 2023,] [added: 2024,] the notional value of these outstanding contracts was [removed: $1,317] [added: $489] million and the net unrealized loss was [removed: $8] [added: $1] million.

[removed: Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31, 2023,] [added: 2024,] 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: $87] [added: $30] million.

[added: As of December 31, 2024,] The 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 Credit Agreement), plus, in each case, an Applicable Margin (as defined in the Credit Agreement).

| Cognizant | | | [removed: 41] [added: 39] | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

We have [removed: $1,161] [added: $1,031] million of cash equivalents, [removed: $14 million of short-term investments] and [removed: $435] [added: $12] million of [removed: long-term] [added: short-term] investments as of December 31, [removed: 2023.][added: 2024.]

Our [removed: investments] [added: cash equivalents, which consist of money market funds and time deposits, and our short-term investments, which consist primarily of a U.S. dollar denominated investment in a fixed income mutual fund,] are exposed to fluctuations in interest rates, which may affect our interest income and the fair market value of [removed: our investments.][added: the instruments.]

As of December 31, [removed: 2023,] [added: 2024,] 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 cash equivalents as well as [removed: short- and long-term] [added: short-term] investments.

| 2025 | | | $ | 2,010 | | | | | 85.8 | | |

| 2026 | | | 920 | | | | | | 87.5 | | |

| Total | | | $ | 2,930 | | | | | 86.3 | | |

Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31,

As of December 31, 2024, we had $300 million outstanding on the revolving credit facility, consisting of a Term Benchmark loan with a maturity of October 2027 and an Interest Period (as defined in the Credit Agreement) of one month.

| 2024 | | | $ | 1,878 | | | | | 84.3 | | |

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

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

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

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.

We help clients modernize technology, reimagine processes and transform experiences so they can stay ahead in [removed: a] [added: today's] fast-changing [removed: world.][added: world, where AI is beginning to reshape organizations in every field.]

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

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

[removed: ][added: ]

In order to achieve this vision and support our clients, we are focusing [removed: our business] on [removed: six strategic initiatives to simplify our operations, become] [added: accelerating growth, becoming] an employer of choice and [removed: accelerate growth.][added: simplifying our operations through modernization and an AI-enabled IT roadmap.]

[removed: We] [added: In executing our strategy, we] seek to drive organic growth through investments in our digital [added: and AI] capabilities across industries and geographies, including the extensive training and reskilling of our technical teams and the expansion of our local workforces in the United States and other markets around the world.

Additionally, we pursue select strategic acquisitions [removed: that can] [added: to] expand our talent, experience and capabilities in key [removed: digital areas] [added: technologies] or in particular geographies or industries.

See [Note [removed: 3](#i3c1d112d47e24dc68195796c93d74f47_169)] [added: 3](#ie02a3808edd842f9891d0b99057c9258_172)] to our consolidated financial statements for additional information.

| Cognizant | | | 5 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

[removed: We go] [added: In 2024, we went] to market across seven industry-based operating segments, which are aggregated into four reportable business segments:

[removed: They] [added: Our clients increasingly feel the need to transform and] are therefore redirecting their focus and investment to [removed: digital] [added: new] operating models and embracing [removed: DevOps] [added: DevOps, AI] and [added: other] key technologies that enable quick adjustments to shifts in their markets.

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

Demand in this segment is driven by our clients’ need to [removed: adopt] [added: modernize legacy infrastructure] and [removed: integrate] [added: adopt] digital technologies to serve their customers while complying with significant regulatory requirements and adapting to [removed: regulatory change.][added: market changes.]

These [removed: digital] technologies enable enhanced customer experience, [removed: robotic process] [added: through] automation, analytics and [removed: AI] [added: AI-driven value creation] in areas such as digital lending, [added: hyper-personalized banking,] fraud [removed: detection] [added: detection, underwriting] and [removed: next generation] [added: next-generation] payments.

Demand in this segment is driven by emerging industry trends, including the shift towards consumerism, outcome-based [removed: contracting,] [added: care,] digital health and delivering [removed: integrated] seamless, [removed: omni-channel,] patient-centered experiences.

These trends result in increased demand for services that drive operational improvements in areas such as clinical development, pharmacovigilance and manufacturing, as well as claims processing, enrollment, membership and [removed: billing.][added: revenue cycle management.]

Demand is also created by the adoption and integration of digital technologies such as AI [removed: to shape personalized care plans] and predictive data analytics to improve clinical trial designs, [added: data security,] patient engagement and care outcomes.

Our P&R segment includes manufacturers, automakers, [removed: retailers] [added: retailers, consumer goods companies,] and travel and hospitality companies, as well as [removed: companies] [added: businesses] providing logistics, energy and utility services.

Demand in this segment is driven by our clients’ focus on improving the efficiency and sustainability of their operations; the enablement and integration of mobile platforms to support sales and [removed: other omni-channel commerce] [added: customer experience enhancement] initiatives; the generational shift from mechanical to software-defined, experience-driven vehicles; grid modernization to [removed: prepare for] [added: support] a [removed: decarbonized and] consumer-driven energy [removed: landscape;] [added: landscape that enables cleaner, more efficient energy use;] and their adoption and integration of digital technologies, such as [removed: the application of] intelligent systems to manage supply chains and enhance overall customer experiences, and IoT to [removed: instrument functions] [added: generate data and insights] for factories, [removed: real estate, fleets and] [added: fleets,] products [removed: to increase access to insight-generating data.][added: and real estate companies.]

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

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

| Cognizant | | | 6 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

For the year ended December 31, [removed: 2023,] [added: 2024,] the distribution of our revenues across our four reportable business segments was as follows:

[removed: ][added: ]

The services we provide to our larger clients are often critical to their operations and [removed: a] termination of our services would typically require an extended transition period with gradually declining revenues.

[removed: Nevertheless, the] [added: The] volume of work performed for specific clients may vary significantly from year to year.

See [Note [removed: 2](#i3c1d112d47e24dc68195796c93d74f47_166)] [added: 2](#ie02a3808edd842f9891d0b99057c9258_169)] 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.

Our services include [removed: digital] [added: AI and other technology] 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.

Central to our strategy to align with our clients’ need [removed: to modernize] [added: for continuous transformation] is our [removed: continued] [added: sustained] investment in new technologies, including [added: new forms of] AI, cloud, data modernization, automation, digital engineering and IoT.

These [removed: four] capabilities enable clients to put [removed: data] [added: AI] at the core of their operations, improve the experiences they offer to their customers, tap into new revenue streams, automate operations, defend against [removed: technology-enabled] [added: digital- and AI-native] competitors and reduce costs.

In the [removed: post-pandemic environment,] [added: AI era,] our clients have [removed: a sustained] [added: an accelerated] need to modernize their businesses, which has [removed: led to increased] [added: intensified] demand for [removed: digital] [added: next-gen] capabilities [removed: such as mobile workplace solutions, e-commerce,] [added: in AI,] automation, [removed: AI and cybersecurity services] [added: digital commerce] and [removed: solutions.][added: secure distributed work.]

These practices are Core Technologies and Insights, Enterprise Platform Services, Industry Solutions, Intuitive Operations and [removed: Automation and] [added: Automation,] Software and Platform [removed: Engineering.][added: Engineering, and Cognizant Moment, our new digital experience practice.]

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

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

- Cloud, infrastructure and security, which helps simplify, modernize and safeguard IT environments, creating [removed: new business opportunities;][added: a solid foundation for AI innovation; and]

- AI and analytics, which helps clients [added: identify and adopt the best AI use cases for their enterprise and] formulate actionable insights from unstructured data to drive a greater understanding of their customers and operations; [removed: and]

| Cognizant | | | 7 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

Our Enterprise Platform Services practice helps our clients [removed: 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 [removed: finance.][added: financial processes.]

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

Our Intuitive Operations and Automation practice helps clients build and run modern operations through two main vehicles: AI-led [added: automation, which includes advisory and process and IT] automation [added: solutions designed to simplify] and [added: accelerate automation adoption, and] business process outsourcing [removed: services.][added: services, which help deliver business outcomes including revenue growth, increased customer and employee satisfaction and cost savings.]

We have evolved our values to prioritize those that support our vision and enhance our ability to innovate and co-create with our clients.

In 2024, we acquired Belcan, a leading global supplier of engineering research & development services for the commercial aerospace, defense, space, marine and industrial verticals, and Thirdera, an Elite ServiceNow Partner specializing in advisory, implementation and optimization solutions related to the ServiceNow platform.

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.

Beginning in 2025, we go to market across four industry-based operating segments, which will match our four reportable business segments - (i) Health Sciences (ii) Financial Services (iii) Products and Resources and (iv) Communications, Media and Technology.

These changes reflect how the operating segments will be managed and reported to the CODM but will not affect the reportable segments' financial results.

Clients are also increasingly leveraging technology services partners as end-to-end orchestrators uniting hyperscalers, independent software vendors, fintech players, data providers, and enterprise and business process management platforms to deliver integrated solutions at scale and speed.

process automation, AI adoption, operational efficiency, unified user experiences and the generation of new revenue streams.

In most cases, our clients operate in hybrid technology environments, running critical new digital initiatives alongside essential legacy systems.

We believe our deep understanding of our clients' established systems and their digital ambitions provides us with a unique advantage as we work with them to architect solutions that are both transformative and practical.

Our services and solutions are organized into six integrated practices, which help us deliver these capabilities in ways that align with each client’s specific transformation journey.

- IoT, which enables the convergence of the physical and the digital in smart products.

This practice manages delivery platforms that enable enterprise transformation at scale and accelerate the wide use of generative AI in the enterprise.

- Quality engineering and assurance, which helps clients build and run the highest quality software.

Digital Experience Services (Cognizant Moment)

Established in 2024, Cognizant Moment is our digital experience practice, designed to help clients leverage the power of AI to reimagine customer experiences and engineer innovative strategies aimed at driving growth.

Cognizant Moment delivers intelligent ecosystem orchestration, connecting experiences as well as their underlying data, technology and operations across the entire enterprise.

This approach enables clients to leverage generative AI's content generation capabilities alongside human ingenuity to innovate and differentiate by informing and automating processes, and creating dynamic, hyper-personalized experiences for their customers.

Our model leverages methodologies, tools, AI and other enablers to optimize delivery by enhancing people's capabilities through technology.

We continue to modernize our delivery operations through lean processes, increased automation and integrated, AI-infused systems.

Accordingly, we have made investments in protecting our IP, including areas directed at AI-related technologies.

Cognizant is a people-centric company, with a distinct culture that is highly collaborative, innovative and supportive.

Risk Factors](#ie02a3808edd842f9891d0b99057c9258_22).

- Culture and experience: Our vibrant culture is a key differentiator.

We work intentionally to create a global community that is high energy, collaborative, inclusive and innovative.

–Our people are guided by our core values, which we refreshed in 2024 based on input from employees and others: work as one, raise the bar, dare to innovate, do the right thing and own it.

–Employees are encouraged to embrace a spirit of innovation and entrepreneurship: our grassroots Bluebolt program enables any employee to submit ideas for implementation with clients or internally.

–Our global affinity groups available to all employees, learning courses on leadership, and leader guides to create thriving teams help to ensure our people feel respected and comfortable bringing their unique talents to shape stronger outcomes for clients.

–Our employees are passionate about volunteerism: in 2024, over 47,000 employees gave their time and talents to causes such as community skilling and education.

- Employee engagement and retention: We prioritize listening to our people and enhancing the employee experience to ensure our employees feel heard, valued and supported in their roles.

–We conduct an annual engagement survey to collect employee feedback.

After each survey, we report and act upon results, and people managers build action plans for improvement.

–We’re recognized as a top employer by leading organizations based on the experiences and real feedback of our people.

In 2024, this included: Great Place to Work® Certification™ in 20 countries representing approximately 85% of our population, America's Greatest Workplaces from Newsweek, The American Opportunity Index 2024 Employer of Choice, Forbes World's Best Employers, Work Wellbeing 100, Time’s World's Best Companies 2024, LinkedIn Top Companies in India, among others.

- Continuous upskilling: Learning is at the core of our business.

From pre-employment to experienced practitioners, our award-winning learning ecosystem enables all levels of our workforce to stay on the leading edge of technology and acquire new skills that power their career growth.

–In addition to digital skills, we prioritize generative AI skill building – more than 168,000 associates, including 1,700 leaders, have taken generative AI trainings in 2024, including through Cognizant’s Synapse program.

–We provide a learning marketplace and tailored learning journeys to employees based on market trends, current skills and employee interests.

- Career and talent development: We seek to enable our people to build unique and varied careers with Cognizant, and to empower them to shape their paths.

–As part of our talent review and performance processes, managers and employees have regular career developmental conversations.

These strategic initiatives include:

- 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.

In 2023, we completed two such acquisitions to complement the nine acquisitions we completed during 2021 and 2022.

Responsible operations and transparency around environmental and social efforts are important to our stakeholders, which is why our ESG program is designed to align with our clients’ and employees’ focus on ESG-related topics in our value chain, including but not limited to, our supply chain, delivery and solutions.

In addition to 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.

In many cases, our clients' new digital systems are built on the backbone of their existing legacy systems, which can increase complexity and impact business continuity.

We believe our deep knowledge of our clients' infrastructure and systems provides us with a significant advantage as we work with them to build new digital capabilities to make their operations more modern and intuitive.

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

Our services and solutions are organized into five integrated practices, which help us better serve our clients through integrated solutioning and delivery.

- IoT, which unlocks greater insights and new business models.

Areas of focus are:

- Business process outsourcing services, which help deliver business outcomes including revenue growth, increased customer and employee satisfaction, and cost savings; and

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

As we continue to scale our digital services and solutions, we are focused on hiring in the United States and other countries where we deliver services to our clients to expand our in-country delivery capabilities.

In addition, we compete

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

Workforce

This represents a decrease of 7,600 employees as compared to December 31, 2022.

As a global professional services company, Cognizant competes on the basis of the knowledge, experience, insights, skills and talent of its employees and the value they can provide to clients.

- 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.

Highlights include:

–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;

–We monitor engagement levels and assess employee sentiment through a third-party engagement survey.

In 2023, we saw meaningful increases in our employee engagement scores;

–On an annual basis, after each engagement survey, we develop action plans designed to continue to build on our strengths and address shortfalls.

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

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.

- Diversity & Inclusion: We believe a diverse and inclusive workforce strengthens our ability to innovate and to understand our clients’ needs and aspirations.

Highlights from our D&I efforts include:

–Global D&I organization embedded within our HR function to drive accountability through our people, processes and systems;

–Global D&I training and programs for leaders;

–Hiring policies and initiatives such as our Returnship Program, a 3-month paid, immersive experience for experienced professionals who have taken an extended career break;

–Eight global affinity groups sponsored by Executive Committee members that welcome, nurture and provide safe spaces in which our employees can share their unique interests and aspirations;

See [Note [removed: 15](#i3c1d112d47e24dc68195796c93d74f47_208)] [added: 15](#ie02a3808edd842f9891d0b99057c9258_211)] to our consolidated financial statements.

| | | | For the fiscal year ended | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | |

The aggregate market value of the registrant’s voting shares of common stock held by non-affiliates of the registrant on June 30, [removed: 2023,] [added: 2024,] based on [removed: $65.28] [added: $68.00] per share, the last reported sale price on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC on that date, was [removed: $32.9] [added: $33.7] billion.

The number of shares of Class A common stock, $0.01 par value, of the registrant outstanding as of February [removed: 9, 2024] [added: 7, 2025] was [removed: 497,842,032] [added: 494,615,514] 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: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

| [FORWARD LOOKING [removed: STATEMENTS](#i3c1d112d47e24dc68195796c93d74f47_13)] [added: STATEMENTS](#ie02a3808edd842f9891d0b99057c9258_13)] | | | | | | | | | | | | [removed: [3](#i3c1d112d47e24dc68195796c93d74f47_13)] [added: [3](#ie02a3808edd842f9891d0b99057c9258_13)] | | |

| | | | 1A. | | | [Risk [removed: Factors](#i3c1d112d47e24dc68195796c93d74f47_22)] [added: Factors](#ie02a3808edd842f9891d0b99057c9258_22)] | | | | | | [removed: [14](#i3c1d112d47e24dc68195796c93d74f47_22)] [added: [14](#ie02a3808edd842f9891d0b99057c9258_22)] | | |

| | | | 1B. | | | [Unresolved Staff [removed: Comments](#i3c1d112d47e24dc68195796c93d74f47_25)] [added: Comments](#ie02a3808edd842f9891d0b99057c9258_25)] | | | | | | [removed: [23](#i3c1d112d47e24dc68195796c93d74f47_25)] [added: [24](#ie02a3808edd842f9891d0b99057c9258_25)] | | |

| | | | 1C. | | | [removed: [Cybersecurity](#i3c1d112d47e24dc68195796c93d74f47_2170)] [added: [Cybersecurity](#ie02a3808edd842f9891d0b99057c9258_28)] | | | | | | [removed: [23](#i3c1d112d47e24dc68195796c93d74f47_2170)] [added: [24](#ie02a3808edd842f9891d0b99057c9258_28)] | | |

| | | | 3. | | | [Legal [removed: Proceedings](#i3c1d112d47e24dc68195796c93d74f47_31)] [added: Proceedings](#ie02a3808edd842f9891d0b99057c9258_34)] | | | | | | [removed: [25](#i3c1d112d47e24dc68195796c93d74f47_31)] [added: [25](#ie02a3808edd842f9891d0b99057c9258_34)] | | |

| | | | 4. | | | [Mine Safety [removed: Disclosures](#i3c1d112d47e24dc68195796c93d74f47_34)] [added: Disclosures](#ie02a3808edd842f9891d0b99057c9258_37)] | | | | | | [removed: [25](#i3c1d112d47e24dc68195796c93d74f47_34)] [added: [25](#ie02a3808edd842f9891d0b99057c9258_37)] | | |

| | | | 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3c1d112d47e24dc68195796c93d74f47_40)] [added: Securities](#ie02a3808edd842f9891d0b99057c9258_43)] | | | | | | [removed: [26](#i3c1d112d47e24dc68195796c93d74f47_40)] [added: [26](#ie02a3808edd842f9891d0b99057c9258_43)] | | |

| | | | 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3c1d112d47e24dc68195796c93d74f47_49)] [added: Operations](#ie02a3808edd842f9891d0b99057c9258_52)] | | | | | | [removed: [28](#i3c1d112d47e24dc68195796c93d74f47_49)] [added: [28](#ie02a3808edd842f9891d0b99057c9258_52)] | | |

| | | | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3c1d112d47e24dc68195796c93d74f47_85)] [added: Risk](#ie02a3808edd842f9891d0b99057c9258_88)] | | | | | | [removed: [41](#i3c1d112d47e24dc68195796c93d74f47_85)] [added: [39](#ie02a3808edd842f9891d0b99057c9258_88)] | | |

| | | | 8. | | | [Financial Statements and Supplementary [removed: Data](#i3c1d112d47e24dc68195796c93d74f47_88)] [added: Data](#ie02a3808edd842f9891d0b99057c9258_91)] | | | | | | [removed: [42](#i3c1d112d47e24dc68195796c93d74f47_88)] [added: [40](#ie02a3808edd842f9891d0b99057c9258_91)] | | |

| | | | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3c1d112d47e24dc68195796c93d74f47_91)] [added: Disclosure](#ie02a3808edd842f9891d0b99057c9258_94)] | | | | | | [removed: [42](#i3c1d112d47e24dc68195796c93d74f47_91)] [added: [40](#ie02a3808edd842f9891d0b99057c9258_94)] | | |

| | | | 9A. | | | [Controls and [removed: Procedures](#i3c1d112d47e24dc68195796c93d74f47_94)] [added: Procedures](#ie02a3808edd842f9891d0b99057c9258_97)] | | | | | | [removed: [42](#i3c1d112d47e24dc68195796c93d74f47_94)] [added: [40](#ie02a3808edd842f9891d0b99057c9258_97)] | | |

| | | | 9B. | | | [Other [removed: Information](#i3c1d112d47e24dc68195796c93d74f47_97)] [added: Information](#ie02a3808edd842f9891d0b99057c9258_100)] | | | | | | [removed: [43](#i3c1d112d47e24dc68195796c93d74f47_97)] [added: [41](#ie02a3808edd842f9891d0b99057c9258_100)] | | |

| | | | 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3c1d112d47e24dc68195796c93d74f47_100)] [added: Inspections](#ie02a3808edd842f9891d0b99057c9258_103)] | | | | | | [removed: [43](#i3c1d112d47e24dc68195796c93d74f47_100)] [added: [41](#ie02a3808edd842f9891d0b99057c9258_103)] | | |

| | | | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3c1d112d47e24dc68195796c93d74f47_106)] [added: Governance](#ie02a3808edd842f9891d0b99057c9258_109)] | | | | | | [removed: [44](#i3c1d112d47e24dc68195796c93d74f47_106)] [added: [42](#ie02a3808edd842f9891d0b99057c9258_109)] | | |

| | | | 11. | | | [Executive [removed: Compensation](#i3c1d112d47e24dc68195796c93d74f47_109)] [added: Compensation](#ie02a3808edd842f9891d0b99057c9258_112)] | | | | | | [removed: [44](#i3c1d112d47e24dc68195796c93d74f47_109)] [added: [42](#ie02a3808edd842f9891d0b99057c9258_112)] | | |

| | | | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3c1d112d47e24dc68195796c93d74f47_112)] [added: Matters](#ie02a3808edd842f9891d0b99057c9258_115)] | | | | | | [removed: [44](#i3c1d112d47e24dc68195796c93d74f47_112)] [added: [42](#ie02a3808edd842f9891d0b99057c9258_115)] | | |

| | | | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3c1d112d47e24dc68195796c93d74f47_115)] [added: Independence](#ie02a3808edd842f9891d0b99057c9258_118)] | | | | | | [removed: [44](#i3c1d112d47e24dc68195796c93d74f47_115)] [added: [42](#ie02a3808edd842f9891d0b99057c9258_118)] | | |

| | | | 14. | | | [Principal Accountant Fees and [removed: Services](#i3c1d112d47e24dc68195796c93d74f47_118)] [added: Services](#ie02a3808edd842f9891d0b99057c9258_121)] | | | | | | [removed: [44](#i3c1d112d47e24dc68195796c93d74f47_118)] [added: [42](#ie02a3808edd842f9891d0b99057c9258_121)] | | |

| | | | 15. | | | [Exhibits, Financial Statements [removed: Schedules](#i3c1d112d47e24dc68195796c93d74f47_124)] [added: Schedules](#ie02a3808edd842f9891d0b99057c9258_127)] | | | | | | [removed: [45](#i3c1d112d47e24dc68195796c93d74f47_124)] [added: [43](#ie02a3808edd842f9891d0b99057c9258_127)] | | |

| | | | 16. | | | [Form 10-K [removed: Summary](#i3c1d112d47e24dc68195796c93d74f47_130)] [added: Summary](#ie02a3808edd842f9891d0b99057c9258_133)] | | | | | | [removed: [48](#i3c1d112d47e24dc68195796c93d74f47_130)] [added: [46](#ie02a3808edd842f9891d0b99057c9258_133)] | | |

| [INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT [removed: SCHEDULE](#i3c1d112d47e24dc68195796c93d74f47_136)] [added: SCHEDULE](#ie02a3808edd842f9891d0b99057c9258_139)] | | | | | | | | | | | | [removed: [F-1](#i3c1d112d47e24dc68195796c93d74f47_136)] [added: [F-1](#ie02a3808edd842f9891d0b99057c9258_139)] | | |

| Credit Agreement | | | Credit agreement with a commercial bank syndicate dated [removed: October 6, 2022] [added: April 18, 2024, as amended] | | |

| Cognizant | | | 1 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

| Cognizant | | | 2 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

These forward-looking statements, such as statements regarding our anticipated future 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, [removed: including those related to 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 [removed: Obligation] [added: Obligation, matters related to the Belcan acquisition] and other statements regarding matters that are not historical facts, are based on our current expectations, estimates and projections, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.

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

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

- [removed: our ability] [added: risks related] to [removed: successfully implement] our NextGen program and the [removed: amount of costs, timing of incurring costs, and] ultimate benefits of such [removed: plans;][added: program;]

- [added: the impact of] climate change [removed: impact] on our business;

- our ability to meet ESG expectations and [removed: commitments;][added: ambitions;]

| Cognizant | | | 3 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

- potential exposure to litigation and legal claims in the conduct of our business; [removed: and]

- the [removed: other] factors set forth in [removed: Part I, in the section entitled “[Item] [added: "[Part 1, Item] 1A.

Risk [removed: Factors](#i3c1d112d47e24dc68195796c93d74f47_22)”] [added: Factors](#ie02a3808edd842f9891d0b99057c9258_22)”] in this report.

[removed: Business](#i3c1d112d47e24dc68195796c93d74f47_19),”] [added: Business](#ie02a3808edd842f9891d0b99057c9258_19),”] “[Part I, Item 1A.

| [GLOSSARY](#ie02a3808edd842f9891d0b99057c9258_10) | | | | | | | | | | | | [1](#ie02a3808edd842f9891d0b99057c9258_10) | | |

| [PART I](#ie02a3808edd842f9891d0b99057c9258_16) | | | | | | | | | | | | [5](#ie02a3808edd842f9891d0b99057c9258_16) | | |

| | | | 1. | | | [Business](#ie02a3808edd842f9891d0b99057c9258_19) | | | | | | [5](#ie02a3808edd842f9891d0b99057c9258_19) | | |

| | | | 2. | | | [Properties](#ie02a3808edd842f9891d0b99057c9258_31) | | | | | | [25](#ie02a3808edd842f9891d0b99057c9258_31) | | |

| [PART II](#ie02a3808edd842f9891d0b99057c9258_40) | | | | | | | | | | | | [26](#ie02a3808edd842f9891d0b99057c9258_40) | | |

| | | | 6. | | | [\[Reserved\]](#ie02a3808edd842f9891d0b99057c9258_46) | | | | | | [27](#ie02a3808edd842f9891d0b99057c9258_46) | | |

| [PART III](#ie02a3808edd842f9891d0b99057c9258_106) | | | | | | | | | | | | [42](#ie02a3808edd842f9891d0b99057c9258_106) | | |

| [PART IV](#ie02a3808edd842f9891d0b99057c9258_124) | | | | | | | | | | | | [43](#ie02a3808edd842f9891d0b99057c9258_124) | | |

| [SIGNATURES](#ie02a3808edd842f9891d0b99057c9258_136) | | | | | | | | | | | | [47](#ie02a3808edd842f9891d0b99057c9258_136) | | |

| EU AI Act | | | European Union Artificial Intelligence Act | | |

| GCCs | | | Global Capability Centers | | |

| ISO/IEC 27001 | | | An international standard for information security management | | |

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

| NIST | | | National Institute of Standards and Technology | | |

| Recently completed acquisitions | | | Acquisitions that were completed in the 12 months preceding the beginning of the reporting period (in order to identify the impact of such acquisitions for the first twelve months of ownership) | | |

| TISAX | | | Trusted Information Security Assessment Exchange | | |

| USDC-CDCA | | | United States District Court for the Central District of California | | |

| Voluntary Attrition - Tech Services | | | Attrition metric that includes all voluntary separations with the exception of employees in our Intuitive Operations and Automation practice | | |

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

- risks related to infringement upon the IP rights of others or having our IP rights infringed upon; and

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

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

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

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

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

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

| [PART III](#i3c1d112d47e24dc68195796c93d74f47_103) | | | | | | | | | | | | [44](#i3c1d112d47e24dc68195796c93d74f47_103) | | |

| [PART IV](#i3c1d112d47e24dc68195796c93d74f47_121) | | | | | | | | | | | | [45](#i3c1d112d47e24dc68195796c93d74f47_121) | | |

| [SIGNATURES](#i3c1d112d47e24dc68195796c93d74f47_133) | | | | | | | | | | | | [49](#i3c1d112d47e24dc68195796c93d74f47_133) | | |

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

| COVID-19 | | | The novel coronavirus disease | | |

| D&I | | | Diversity and Inclusion | | |

| Devbridge | | | Devbridge Group LLC | | |

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

| ESG Mobility | | | ESG Mobility GmbH | | |

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

| HRC | | | Human Rights Campaign | | |

| Hunter | | | Certain net assets of Hunter Technical Resources, LLC | | |

| India Tax Law | | | New tax regime enacted by the Government of India enacted December 2019 | | |

| Linium | | | The ServiceNow business of Ness Digital Engineering | | |

| Magenic | | | Magenic Technologies, LLC | | |

| Mobica | | | MOBICA HOLDINGS LIMITED | | |

| Servian | | | SVN HoldCo Pty Limited | | |

| SEZ | | | Special Economic Zone | | |

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

| TQS | | | TQS Integration Limited | | |

| Utegration | | | Utegration, LLC | | |

| | | | | | | | | |

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

| Cognizant | | | 23 | | | December 31, 2023 Form 10-K | | |

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

[removed: Cognizant's cyber risk management] [added: The] program is periodically audited as part of external certification audits.

In [removed: 2023,] [added: 2024,] 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.

The CSO reports to Cognizant's Executive Vice President, [removed: General Counsel,] Chief [removed: Corporate Affairs] [added: Legal Officer, Chief Administrative] Officer and [added: Corporate] Secretary.

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

| Cognizant | | | 24 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

Cognizant's cybersecurity risk management program is guided by industry-recognized security frameworks, including ISO/IEC 27001, TISAX and NIST.

For further discussion of the cybersecurity risks and threats we face, please see [Item 1A.

“Risk Factors”](#ie02a3808edd842f9891d0b99057c9258_22).

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.

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.

We have over [removed: 24] [added: 22] million square feet of owned and leased facilities for our delivery centers.

Our largest delivery center presence is in India, representing [added: approximately] 90% of our total delivery centers on a square-foot basis, with the largest presence in Chennai [removed: (9] [added: (8] million square feet), Hyderabad (3 million square feet), Pune [removed: (3] [added: (2] million square feet), [removed: Kolkata (3] [added: Bangalore (2] million square feet) and [removed: Bangalore] [added: Kolkata] (2 million square feet).

We also have a significant number of delivery centers in other countries, including the United States, Philippines, [removed: Germany,] Canada, Mexico and countries throughout Europe.

In addition, we have sales and marketing offices, innovation [added: and Gen-AI] labs, and digital design and consulting centers in major business markets, including New York, London, Paris, [removed: Melbourne,] [added: Melbourne] and Singapore, among others.

| Cognizant | | | 25 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

Our Class A common stock trades on the Nasdaq Stock Market under the symbol “CTSH.” As of December 31, [removed: 2023,] [added: 2024,] the number of holders of record of our Class A common stock was [removed: 102] [added: 95] and the approximate number of beneficial holders of our Class A common stock was [removed: 575,000.][added: 676,500.]

During [removed: 2023,] [added: 2024,] we paid quarterly cash dividends of [removed: $0.29] [added: $0.30] per share, or [removed: $1.16] [added: $1.20] per share in total for the year.

In February [removed: 2024,] [added: 2025,] our Board of Directors approved a cash dividend of [removed: $0.30] [added: $0.31] per share with a record date of February [removed: 20, 2024] [added: 18, 2025] and a payment date of February [removed: 28, 2024.][added: 26, 2025.]

Future dividend payments depend on a variety of factors, including [removed: our] cash flow generated from operations, cash and investment balances, net income, overall liquidity position, potential alternative uses of cash, such as acquisitions, and anticipated future economic conditions and financial results.

The repurchase program does not have an expiration date and had a remaining balance of [removed: $1,777] [added: $1,237] million as of December 31, [removed: 2023.][added: 2024.]

During the three months ended December 31, [removed: 2023,] [added: 2024,] we repurchased [removed: $298] [added: $140] million of our Class A common stock under our stock repurchase program as follows:

For the three months ended December 31, [removed: 2023,] [added: 2024,] we purchased 0.2 million shares at an aggregate cost of [removed: $15] [added: $14] million in connection with employee tax withholding obligations.

| Cognizant | | | 26 | | | December 31, [removed: 2023] [added: 2024] 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: 2018] [added: 2019] and ending on the last day of our last completed fiscal year.

[removed: ][added: ]

| Company / Index | | | | | | Base Period [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] | | | | | | [removed: 12/31/23] [added: 12/31/24] | | |

(1)Graph assumes $100 invested on December 31, [removed: 2018] [added: 2019] in our Class A common stock, the S&P 500 Index and the S&P 500 Information Technology Index.

| October 1, 2024 - October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,377 | |

| November 1, 2024 - November 30, 2024 | | | | | | 1,062,605 | | | | | | 77.87 | | | | | | 1,062,605 | | | | | | 1,295 | | |

| December 1, 2024 - December 31, 2024 | | | | | | 716,060 | | | | | | 79.95 | | | | | | 716,060 | | | | | | 1,237 | | |

| Total | | | | | | 1,778,665 | | | | | | $ | 78.71 | | | | | 1,778,665 | | | | | | | | |

| Cognizant Technology Solutions Corp | | | | | | $ | 100 | | | | | $ | 133.93 | | | | | $ | 146.84 | | | | | $ | 96.12 | | | | | $ | 129.16 | | | | | $ | 133.62 | |

| S&P 500 Index | | | | | | 100 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 500 Information Technology Index | | | | | | 100 | | | | | | 143.89 | | | | | | 193.58 | | | | | | 139.00 | | | | | | 219.40 | | | | | | 299.72 | | |

| October 1, 2023 - October 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,075 | |

| 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 | | |

| Cognizant | | | 27 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

Exhibits, Financial Statements and Financial Statement [removed: Schedule.](#i3c1d112d47e24dc68195796c93d74f47_124)”][added: Schedule.](#ie02a3808edd842f9891d0b99057c9258_127)”]

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: 2023.][added: 2024.]

Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on its evaluation, our management has concluded that, as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting was effective.

| Cognizant | | | [removed: 42] [added: 40] | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

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

The scope of management's assessment of the effectiveness of our internal control over financial reporting included all of our consolidated operations except for the operations of Belcan, which we acquired on August 26, 2024.

Belcan's operations represented approximately 7.7% of our consolidated total assets and 1.5% of our consolidated revenues as of and for the year ended December 31, 2024.

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

[removed: During the three months ended December 31, 2023, no] [added: 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 [removed: S-K).][added: S-K) during the three months ended December 31, 2024, except as follows:]

(c) Trading Plans

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

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

| Name | | | | | | Title | | | | | | Action | | | | | | Date of adoption/termination | | | | | | Scheduled expiration date(1) | | | | | | Aggregate number of securities to be purchased/sold | | |

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

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

| Michael Patsalos-Fox | | | | | | Director | | | | | | Adoption | | | | | | December 13, 2024 | | | | | | February 20, 2026 | | | | | | Sale of up to 25,000 shares of common stock | | |

(1) The trading plan may also expire on such earlier date as all transactions under the trading plan are completed.

Each of the trading arrangements listed in the above table is intended to satisfy the affirmative defense conditions of Rule 10b5-1.

| Cognizant | | | [removed: 43] [added: 41] | | | December 31, [removed: 2023] [added: 2024] 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](#i3c1d112d47e24dc68195796c93d74f47_16)] [added: I](#ie02a3808edd842f9891d0b99057c9258_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: 2024] [added: 2025] 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: 2023] [added: 2024] and is incorporated herein by reference to such proxy statement.

We have adopted an insider trading policy governing purchases, sales and/or other dispositions of our securities by our directors, officers, employees and other covered persons, as well as the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The information required by this item will be included in our definitive proxy statement for the [removed: 2024] [added: 2025] 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 2025 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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference to such proxy statement.

| Cognizant | | | [removed: 44] [added: 42] | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

| 3.1 | | | | | | [removed: [Restated] [added: [Amended and Restated] Certificate of Incorporation, dated June [removed: 5, 2018](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000019/a31-ctshrestatedcoiconform.htm)] [added: 4, 2024](https://www.sec.gov/Archives/edgar/data/0001058290/000105829024000198/exhibit31.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | 3.1 | | | | | | [removed: 6/7/2018] [added: 6/7/2024] | | | | | | | | |

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

| 4.1 | | | | | | [Specimen Certificate for shares of Class A common [removed: stock](http://www.sec.gov/Archives/edgar/data/1058290/000095012303000753/y65565a4exv4w2.htm)] [added: stock](https://www.sec.gov/Archives/edgar/data/1058290/000095012303000753/y65565a4exv4w2.htm)] | | | | | | S-4/A | | | | | | 333-101216 | | | | | | 4.2 | | | | | | 1/30/2003 | | | | | | | | |

| 4.2 | | | | | | [Description of Capital [removed: Stock](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000008/ctshexhibit4212312019.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1058290/000105829020000008/ctshexhibit4212312019.htm)] | | | | | | 10-K | | | | | | 000-24429 | | | | | | 4.2 | | | | | | 2/14/2020 | | | | | | | | |

| 10.1† | | | | | | [Form of Indemnification Agreement for Directors and [removed: Officers](http://www.sec.gov/Archives/edgar/data/1058290/000119312513324493/d579434dex101.htm)] [added: Officers](https://www.sec.gov/Archives/edgar/data/1058290/000119312513324493/d579434dex101.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 8/7/2013 | | | | | | | | |

| 10.2† | | | | | | [Form of Amended and Restated Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement, between the Company and each of the following current or former Executive [removed: Officers: Brian Humphries, Jan Siegmund, Becky Schmitt, Robert] [added: Officers:](https://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [Robert] Telesmanic, Balu Ganesh [removed: Ayyar](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [and] [added: Ayyar and] John [removed: Kim](http://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm)] [added: Kim](https://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 Agreement between the Company and each of the following current or former Executive Officers: Surya Gummadi, Kathryn Diaz and Jatin [removed: Dalal](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1016302022.htm)] [added: Dalal](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1016302022.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 7/28/2022 | | | | | | | | |

| 10.4† | | | | | | [removed: [UK Form of Executive] [added: [Executive] Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement, entered into between the Company and [removed: the following Executive Officer: Robert Walker](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1026302022.htm)] [added: Ravi Kumar Singisetti, dated effective January 12, 2023](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000008/exhibit1021923.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 000-24429 | | | | | | 10.2 | | | | | | [removed: 7/28/2022] [added: 1/12/2023] | | | | | | | | |

| 10.5† | | | | | | [removed: [Executive Employment and Non-Disclosure, Non-Competition] [added: [Offer Letter, by] and [removed: Invention Assignment Agreement, entered into] between the Company and Ravi Kumar Singisetti, [removed: dated effective] [added: acknowledged and agreed] January [removed: 12, 2023](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000008/exhibit1021923.htm)] [added: 9, 2023](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000008/exhibit1011923.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | 1/12/2023 | | | | | | | | |

| Cognizant | | | [removed: 45] [added: 43] | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

| [removed: 10.8†] [added: 10.6†] | | | | | | [Offer Letter, by and between the Company and [removed: Brian Humphries,] [added: Jatin Dalal,] acknowledged and agreed [removed: November 30, 2018](http://www.sec.gov/Archives/edgar/data/1058290/000105829019000009/ctshexhibit10412312018.htm)] [added: September 25, 2023](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000316/exhibit101.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | 000-24429 | | | | | | [removed: 10.4] [added: 10.1] | | | | | | [removed: 2/19/2019] [added: 9/28/2023] | | | | | | | | |

| [removed: 10.13†] [added: 10.8†] | | | | | | [Non-Employee Director Compensation Guidelines (effective as of [removed: 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: June](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm) [4](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm)[4](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm)[)](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.9 | | | | | | [removed: 8/3/2023] [added: 7/31/2024] | | | | | | | | |

| [removed: 10.14†] [added: 10.9†] | | | | | | [2004 Employee Stock Purchase Plan (as amended and restated effective as of January 1, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10712312021.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000023/ctshexhibit10712312021.htm)] | | | | | | 10-K | | | | | | 000-24429 | | | | | | 10.7 | | | | | | 2/16/2022 | | | | | | | | |

| [removed: 10.15†] [added: 10.10†] | | | | | | [Cognizant Technology Solutions Corporation Amended and Restated 2009 Incentive Compensation Plan, effective March 9, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1058290/000105829015000012/ctshexhibit1013-31x2015.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1058290/000105829015000012/ctshexhibit1013-31x2015.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 5/4/2015 | | | | | | | | |

| [removed: 10.16†] [added: 10.11†] | | | | | | [Form of Restricted Stock Unit Award Agreement Non-Employee Director Deferred [removed: Issuance](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex107.htm)] [added: Issuance](https://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex107.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.7 | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.17†] [added: 10.12†] | | | | | | [Form of Cognizant Technology Solutions Corporation Notice of Award of Restricted Stock Units Non-Employee Director Deferred [removed: Issuance](http://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex108.htm)] [added: Issuance](https://www.sec.gov/Archives/edgar/data/1058290/000119312509144583/dex108.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.8 | | | | | | 7/6/2009 | | | | | | | | |

| [removed: 10.18†] [added: 10.13†] | | | | | | [Cognizant Technology Solutions Corporation 2017 Incentive Award [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000023/a8-kexhibit101x2017incenti.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1058290/000105829017000023/a8-kexhibit101x2017incenti.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 6/7/2017 | | | | | | | | |

| [removed: 10.19†] [added: 10.14†] | | | | | | [Form of Restricted Stock Unit Award Grant [removed: Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1026-30x2017.htm)] [added: Notice](https://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1026-30x2017.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.2 | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.20†] [added: 10.15†] | | | | | | [Form of Performance-Based Restricted Stock Unit Award Grant [removed: Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1036-30x2017.htm)] [added: Notice](https://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1036-30x2017.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.3 | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.21†] [added: 10.16†] | | | | | | [Form of Restricted Stock Unit Award Grant [removed: Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1046-30x2017.htm)] [added: Notice](https://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1046-30x2017.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.4 | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.22†] [added: 10.17†] | | | | | | [Form of Stock Option Grant Notice and Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1056-30x2017.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058290/000105829017000029/ctshexhibit1056-30x2017.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.5 | | | | | | 8/3/2017 | | | | | | | | |

| [removed: 10.23†] [added: 10.18†] | | | | | | [Form of Restricted Stock Unit Award Grant Notice (March 5, 2020 [removed: form)](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1013312020.htm)] [added: form)](https://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1013312020.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 5/8/2020 | | | | | | | | |

| [removed: 10.24†] [added: 10.19†] | | | | | | [Form of Performance-Based Restricted Stock Unit Award Grant Notice (March 5, 2020 [removed: form)](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1023312020.htm)] [added: form)](https://www.sec.gov/Archives/edgar/data/1058290/000105829020000033/ctshexhibit1023312020.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.2 | | | | | | 5/8/2020 | | | | | | | | |

| [removed: 10.25†] [added: 10.20†] | | | | | | [Cognizant Technology Solutions Corporation [removed: 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] [added: 2023 Incentive] Award [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000197/ctshexhibit991.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000197/ctshexhibit991.htm)] | | | | | | S-8 | | | | | | [removed: 333-27244] [added: 333-272444] | | | | | | 99.1 | | | | | | 6/6/2023 | | | | | | | | |

| [removed: 10.26†] [added: 10.21†] | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice for Employees, including Executive [removed: Officers](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1036302023.htm)] [added: Officers](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102112312024.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 000-24429] | | | | | | [removed: 10.3] | | | | | | [removed: 8/3/2023] | | | | | | [added: Filed] | | |

| [removed: 10.27†] [added: 10.22†] | | | | | | [Form of Cognizant Technology Solutions Corporation Performance-Based Restricted Stock Unit Award Grant [removed: Notice](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1046302023.htm)] [added: Notice](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102212312024.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 000-24429] | | | | | | [removed: 10.4] | | | | | | [removed: 8/3/2023] | | | | | | [added: Filed] | | |

| Cognizant | | | [removed: 46] [added: 44] | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

| [removed: 10.28†] [added: 10.23†] | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice for Non-Employee Director [removed: (Non-Deferred](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1056302023.htm))] [added: (Non-Deferred](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102312312024.htm))] | | | | | | [removed: 10-Q] | | | | | | [removed: 000-24429] | | | | | | [removed: 10.5] | | | | | | [removed: 8/3/2023] | | | | | | [added: Filed] | | |

| [removed: 10.29†] [added: 10.24†] | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice Non-Employee Director (Deferred [removed: Settlement)](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1066302023.htm)] [added: Settlement)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102412312024.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 000-24429] | | | | | | [removed: 10.6] | | | | | | [removed: 8/3/2023] | | | | | | [added: Filed] | | |

| [removed: 10.30†] [added: 10.25†] | | | | | | [Form of Cognizant Technology Solutions Corporation Deferred Stock Unit Award Grant Notice Non-Employee Director (for Deferred Equity in lieu of Cash [removed: Retainer)](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1076302023.htm)] [added: Retainer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102512312024.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 000-24429] | | | | | | [removed: 10.7] | | | | | | [removed: 8/3/2023] | | | | | | [added: Filed] | | |

| [removed: 10.31†] [added: 10.26†] | | | | | | [Letter Agreement with each of Steven Rohleder and Sandra Wijnberg regarding grant of dividend equivalents on previously issued Deferred Stock [removed: Units](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1086302023.htm)] [added: Units](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000258/ctshexhibit1086302023.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.8 | | | | | | 8/3/2023 | | | | | | | | |

| [removed: 10.32†] [added: 10.27†] | | | | | | [Retirement, Death and Disability [removed: Policy](http://www.sec.gov/Archives/edgar/data/1058290/000105829020000048/ctshexhibit1016302020.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1058290/000105829020000048/ctshexhibit1016302020.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 7/30/2020 | | | | | | | | |

| [removed: 10.33†] [added: 10.28†] | | | | | | [Cognizant Technology Solutions Corporation Senior Executive Cash Severance [removed: Policy](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000092/exhibit1013623.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000092/exhibit1013623.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 3/6/2023 | | | | | | | | |

| [removed: 10.34] [added: 10.29] | | | | | | [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 [removed: agent](http://www.sec.gov/Archives/edgar/data/1058290/000105829022000310/exhibit101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000310/exhibit101.htm)] | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 10/7/2022 | | | | | | | | |

| 21.1 | | | | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit21112312023.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit21112312024.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit23112312023.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit23112312024.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/1058290/000105829024000017/ctshexhibit31112312023.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit31112312024.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/1058290/000105829024000017/ctshexhibit31212312023.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit31212312024.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 32.1 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit32112312023.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit32112312024.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished | | |

| 32.2 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000017/ctshexhibit32212312023.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit32212312024.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished | | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated June 5, 2024, among Propulsion Holdings, LLC, Cognizant Domestic Holdings Corporation, Eagle Acquisition Sub, LLC, and Propulsion Intermediate, LP](https://www.sec.gov/Archives/edgar/data/0001058290/000105829024000204/exhibit21.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 2.1 | | | | | | 6/10/2024 | | | | | | | | |

| 10.7† | | | | | | [Description of Reimbursement Arrangement with Jatin Dalal](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000327/ctshexhibit1019302024.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 10/30/2024 | | | | | | | | |

| 10.30 | | | | | | [Amendment No. 1 to the 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](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1026302024.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.2 | | | | | | 7/31/2024 | | | | | | | | |

| 10.31† | | | | | | [First Amendment to the 2004 Employee Stock Purchase Plan (as amended and restated effective as of January 1, 2022)](https://www.sec.gov/Archives/edgar/data/1058290/000105829023000197/ctshexhibit993.htm) | | | | | | S-8 | | | | | | 333-272444 | | | | | | 99.3 | | | | | | 6/6/2023 | | | | | | | | |

| 19.1 | | | | | | [Cognizant Technology Solutions Corporation Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit19112312024.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

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

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

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

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

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

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

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

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

| 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 | | | | | | | | |

| 10.12† | | | | | | [Offer Letter, by and between the Company and Jatin Dalal, acknowledged and agreed September 25, 2023](http://www.sec.gov/Archives/edgar/data/1058290/000105829023000316/exhibit101.htm) | | | | | | 8-K | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 9/28/2023 | | | | | | | | |

| Cognizant | | | [removed: 48] [added: 46] | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

| Date: | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ RAVI KUMAR S | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ JATIN DALAL | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ ROBERT TELESMANIC | | | | | | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ STEPHEN J. ROHLEDER | | | | | | Chair of the Board and Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ ZEIN ABDALLA | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ VINITA BALI | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ ERIC BRANDERIZ | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ ARCHANA DESKUS | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ JOHN M. DINEEN | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ LEO S. MACKAY, JR. | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ MICHAEL PATSALOS\-FOX | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ ABRAHAM SCHOT | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ JOSEPH M. VELLI | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| /s/ SANDRA S. WIJNBERG | | | | | | Director | | | | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| Cognizant | | | [removed: 49] [added: 47] | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#i3c1d112d47e24dc68195796c93d74f47_139) 238[)](#i3c1d112d47e24dc68195796c93d74f47_139)] [added: No.](#ie02a3808edd842f9891d0b99057c9258_142) 238[)](#ie02a3808edd842f9891d0b99057c9258_142)] | | | | | | | | | [removed: [F-](#i3c1d112d47e24dc68195796c93d74f47_139)[2](#i3c1d112d47e24dc68195796c93d74f47_139)] [added: [F-](#ie02a3808edd842f9891d0b99057c9258_142)[2](#ie02a3808edd842f9891d0b99057c9258_142)] | | |

| [Consolidated Statements of Financial Position as of December 31, [removed: 202](#i3c1d112d47e24dc68195796c93d74f47_142)[3](#i3c1d112d47e24dc68195796c93d74f47_142) [and 20](#i3c1d112d47e24dc68195796c93d74f47_142)[2](#i3c1d112d47e24dc68195796c93d74f47_142)[2](#i3c1d112d47e24dc68195796c93d74f47_142)] [added: 2024 and 20](#ie02a3808edd842f9891d0b99057c9258_145)[23](#ie02a3808edd842f9891d0b99057c9258_145)] | | | | | | | | | [removed: [F-](#i3c1d112d47e24dc68195796c93d74f47_142)[4](#i3c1d112d47e24dc68195796c93d74f47_142)] [added: [F-](#ie02a3808edd842f9891d0b99057c9258_145)[4](#ie02a3808edd842f9891d0b99057c9258_145)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i3c1d112d47e24dc68195796c93d74f47_148)[3](#i3c1d112d47e24dc68195796c93d74f47_148)[, 202](#i3c1d112d47e24dc68195796c93d74f47_148)[2](#i3c1d112d47e24dc68195796c93d74f47_148) [and 20](#i3c1d112d47e24dc68195796c93d74f47_148)[21](#i3c1d112d47e24dc68195796c93d74f47_148)] [added: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_151)[2](#ie02a3808edd842f9891d0b99057c9258_151)[2](#ie02a3808edd842f9891d0b99057c9258_151)] | | | | | | | | | [removed: [F-](#i3c1d112d47e24dc68195796c93d74f47_148)[5](#i3c1d112d47e24dc68195796c93d74f47_148)] [added: [F-](#ie02a3808edd842f9891d0b99057c9258_151)[5](#ie02a3808edd842f9891d0b99057c9258_151)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i3c1d112d47e24dc68195796c93d74f47_151)[3](#i3c1d112d47e24dc68195796c93d74f47_151)[, 202](#i3c1d112d47e24dc68195796c93d74f47_151)[2](#i3c1d112d47e24dc68195796c93d74f47_151) [and 20](#i3c1d112d47e24dc68195796c93d74f47_151)[21](#i3c1d112d47e24dc68195796c93d74f47_151)] [added: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_154)[2](#ie02a3808edd842f9891d0b99057c9258_154)[2](#ie02a3808edd842f9891d0b99057c9258_154)] | | | | | | | | | [removed: [F-](#i3c1d112d47e24dc68195796c93d74f47_151)[6](#i3c1d112d47e24dc68195796c93d74f47_151)] [added: [F-](#ie02a3808edd842f9891d0b99057c9258_154)[6](#ie02a3808edd842f9891d0b99057c9258_154)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 202](#i3c1d112d47e24dc68195796c93d74f47_154)[3](#i3c1d112d47e24dc68195796c93d74f47_154)[, 202](#i3c1d112d47e24dc68195796c93d74f47_154)[2](#i3c1d112d47e24dc68195796c93d74f47_154) [and 20](#i3c1d112d47e24dc68195796c93d74f47_154)[21](#i3c1d112d47e24dc68195796c93d74f47_154)] [added: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_157)[2](#ie02a3808edd842f9891d0b99057c9258_157)[2](#ie02a3808edd842f9891d0b99057c9258_157)] | | | | | | | | | [removed: [F-](#i3c1d112d47e24dc68195796c93d74f47_154)[7](#i3c1d112d47e24dc68195796c93d74f47_154)] [added: [F-](#ie02a3808edd842f9891d0b99057c9258_157)[7](#ie02a3808edd842f9891d0b99057c9258_157)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i3c1d112d47e24dc68195796c93d74f47_157)[3](#i3c1d112d47e24dc68195796c93d74f47_157)[, 202](#i3c1d112d47e24dc68195796c93d74f47_157)[2](#i3c1d112d47e24dc68195796c93d74f47_157) [and 20](#i3c1d112d47e24dc68195796c93d74f47_157)[21](#i3c1d112d47e24dc68195796c93d74f47_157)] [added: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_160)[2](#ie02a3808edd842f9891d0b99057c9258_160)[2](#ie02a3808edd842f9891d0b99057c9258_160)] | | | | | | | | | [removed: [F-](#i3c1d112d47e24dc68195796c93d74f47_157)[8](#i3c1d112d47e24dc68195796c93d74f47_157)] [added: [F-](#ie02a3808edd842f9891d0b99057c9258_160)[8](#ie02a3808edd842f9891d0b99057c9258_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3c1d112d47e24dc68195796c93d74f47_160)] [added: Statements](#ie02a3808edd842f9891d0b99057c9258_163)] | | | | | | | | | [removed: [F-](#i3c1d112d47e24dc68195796c93d74f47_160)[9](#i3c1d112d47e24dc68195796c93d74f47_160)] [added: [F-](#ie02a3808edd842f9891d0b99057c9258_163)[9](#ie02a3808edd842f9891d0b99057c9258_163)] | | |

| [Schedule of Valuation and Qualifying Accounts for the years ended December 31, [removed: 202](#i3c1d112d47e24dc68195796c93d74f47_229)[3](#i3c1d112d47e24dc68195796c93d74f47_229)[, 202](#i3c1d112d47e24dc68195796c93d74f47_229)[2](#i3c1d112d47e24dc68195796c93d74f47_229) [and 20](#i3c1d112d47e24dc68195796c93d74f47_229)[21](#i3c1d112d47e24dc68195796c93d74f47_229)] [added: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_232)[2](#ie02a3808edd842f9891d0b99057c9258_232)[2](#ie02a3808edd842f9891d0b99057c9258_232)] | | | | | | | | | [removed: [F-](#i3c1d112d47e24dc68195796c93d74f47_229)[41](#i3c1d112d47e24dc68195796c93d74f47_229)] [added: [F-](#ie02a3808edd842f9891d0b99057c9258_232)[40](#ie02a3808edd842f9891d0b99057c9258_232)] | | |

| Cognizant | | | F-1 | | | December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [removed: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

| Cognizant | | | F-2 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

As described in Notes 1 and 2 to the consolidated financial statements, fixed-price contracts comprised [removed: $8.7] [added: $9.0] billion of the Company’s total revenues for the year ended December 31, [removed: 2023,] [added: 2024,] 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.

[removed: February 14, 2024][added: 2024]

| Cognizant | | | F-3 | | | December 31, [removed: 2023] [added: 2024] Form 10-K | | |

| (in millions, except par values) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 2,621] [added: 2,231] | | | | | $ | [removed: 2,191] [added: 2,621] | |

| Short-term investments | | | [removed: 14] [added: 12] | | | | | | [removed: 310] [added: 14] | | |

| Trade accounts receivable, net | | | [removed: 3,849] [added: 4,059] | | | | | | [removed: 3,796] [added: 3,849] | | |

| /s/ KARIMA SILVENT | | | | | | Director | | | | | | February 12, 2025 | | |

| Karima Silvent | | | | | | | | | | | | | | |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Belcan from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Belcan from our audit of internal control over financial reporting.

Belcan is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 7.7% and 1.5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| Goodwill | | | 6,953 | | | | | | 6,085 | | |

| Loss on defined benefit plans | | | | | | (17) | | | | | | — | | | | | | — | | |

| Common stock issued, acquisition related | | | | | | 1 | | | | | | — | | | | | | 113 | | | | | | — | | | | | | — | | | | | | 113 | | |

| Repurchases of common stock | | | | | | (8) | | | | | | — | | | | | | (353) | | | | | | (255) | | | | | | — | | | | | | (608) | | |

| Balance, December 31, 2024 | | | | | | 495 | | | | | | $ | 5 | | | | | $ | 13 | | | | | $ | 14,686 | | | | | $ | (296) | | | | | $ | 14,408 | |

| Net income | | | $ | 2,240 | | | | | $ | 2,126 | | | | | $ | 2,290 | |

| Proceeds from borrowings under the revolving credit facility | | | 600 | | | | | | — | | | | | | — | | |

| Repayment of notes outstanding under the revolving credit facility | | | (300) | | | | | | — | | | | | | — | | |

These capitalized costs are reported in "Property and equipment, net" in our consolidated statements of financial position.

These capitalized costs are reported in "Other current assets" and "Other noncurrent assets" in our consolidated statements of financial position.

We periodically

and obligations are fulfilled in a different pattern.

Services added to our application development and systems integration service contracts are typically

The U.S.

*Defined Benefit Pension Plans*.

The funded status of the defined benefit pension plans, which is measured as the difference between the projected benefit obligation and the fair value of plan assets, is recognized on the consolidated statement of financial position.

The projected benefit obligation is measured annually using actuarial valuation.

Net periodic pension cost includes service cost, interest cost, expected return on plan assets, and amortization of gains and losses and prior service costs.

Gains and losses and prior service costs are initially recognized as a component of other comprehensive income and subsequently amortized and recognized as a component of net periodic pension cost applying the requirements of applicable accounting guidance.

Assumptions used in measuring the benefit obligation and net periodic pension cost, such as discount rates and expected return on plan assets, are reviewed annually and updated as needed.

*Nonretirement Post-employment Benefit Plans.* The obligation is measured as the undiscounted amount of expected future payments of benefits earned for service to-date adjusted for expected forfeitures.

We apply a “more likely than not” threshold when assessing the need for a reserve for an uncertain tax position, which involves significant judgment.

Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final outcome of these matters will not differ from our recorded amounts.

Additionally, we have tax positions that we believe are more likely than not to be realized and for which we have therefore not established a reserve.

Recognition

Third party and other costs include certain non-facility related asset impairments and professional services fees directly related to the restructuring program.

Recently Adopted Accounting Pronouncements

| Date Issued and Topic | | | Date Adopted and Method | | | Description | | | Impact | | |

| November 2024 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) | | | Annual period starting in 2027 and interim periods starting in 2028 Prospective basis | | | The standard is intended to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. | | | We are currently evaluating the impact of the new standard on our disclosures. | | |

| North America | | | | | | $ | 5,072 | | | | | $ | 4,075 | | | | | $ | 3,272 | | | | | $ | 2,279 | | | | | $ | 14,698 | |

| United Kingdom | | | | | | 186 | | | | | | 572 | | | | | | 558 | | | | | | 511 | | | | | | 1,827 | | |

| Continental Europe | | | | | | 559 | | | | | | 613 | | | | | | 605 | | | | | | 155 | | | | | | 1,932 | | |

| Europe - Total | | | | | | 745 | | | | | | 1,185 | | | | | | 1,163 | | | | | | 666 | | | | | | 3,759 | | |

| Rest of World | | | | | | 115 | | | | | | 493 | | | | | | 347 | | | | | | 324 | | | | | | 1,279 | | |

| | | | | | | | | |

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

| Balance, December 31, 2020 | | | | | | 530 | | | | | | $ | 5 | | | | | $ | 32 | | | | | $ | 10,689 | | | | | $ | 110 | | | | | $ | 10,836 | |

| Repurchases of common stock | | | | | | (10) | | | | | | — | | | | | | (381) | | | | | | (394) | | | | | | — | | | | | | (775) | | |

After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell our available-for-sale securities prior to their stated maturities.

We classify these marketable securities with maturities at the date of purchase beyond 90 days as short-term investments based on their highly liquid nature and because such marketable securities represent an investment of cash that is available for current operations.

Available-for-sale securities are reported at fair value with changes in unrealized gains and losses recorded as a separate component of "Accumulated other comprehensive income (loss)" on the consolidated statements of financial position until realized.

For available-for-sale debt securities, if we do not intend to sell the security or it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate qualitative criteria, such as the financial health of and specific prospects for the issuer, to determine whether we do not expect to recover the amortized cost basis of the security.

We also evaluate quantitative criteria including determining whether there has been an adverse change in expected future cash flows.

If we do not expect to recover the entire amortized cost basis of the security, we consider the security to contain an expected credit loss, and we record the difference between the security’s amortized cost basis and its recoverable amount in earnings as an allowance for credit loss and the difference between the security’s recoverable amount and fair value in other comprehensive income.

If we intend to sell the security or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, the security is considered impaired, and we recognize the entire difference between the security’s amortized cost basis and its fair value in earnings.

A contract asset is a right to consideration that is conditional upon factors other than the passage of time.

estimable.

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

| North America | | | | | | $ | 4,204 | | | | | $ | 4,571 | | | | | $ | 2,937 | | | | | $ | 1,924 | | | | | $ | 13,636 | |

| United Kingdom | | | | | | 547 | | | | | | 168 | | | | | | 471 | | | | | | 456 | | | | | | 1,642 | | |

| Continental Europe | | | | | | 745 | | | | | | 477 | | | | | | 539 | | | | | | 158 | | | | | | 1,919 | | |

| Europe - Total | | | | | | 1,292 | | | | | | 645 | | | | | | 1,010 | | | | | | 614 | | | | | | 3,561 | | |

| Rest of World | | | | | | 555 | | | | | | 121 | | | | | | 329 | | | | | | 305 | | | | | | 1,310 | | |

| Total | | | | | | $ | 6,051 | | | | | $ | 5,337 | | | | | $ | 4,276 | | | | | $ | 2,843 | | | | | $ | 18,507 | |

| Consulting and technology services | | | | | | $ | 4,079 | | | | | $ | 3,090 | | | | | $ | 2,725 | | | | | $ | 1,693 | | | | | $ | 11,587 | |

| Outsourcing services | | | | | | 1,972 | | | | | | 2,247 | | | | | | 1,551 | | | | | | 1,150 | | | | | | 6,920 | | |

| Time and materials | | | | | | $ | 3,613 | | | | | $ | 2,063 | | | | | $ | 1,785 | | | | | $ | 1,679 | | | | | $ | 9,140 | |

| Fixed-price | | | | | | 2,063 | | | | | | 2,157 | | | | | | 2,085 | | | | | | 1,032 | | | | | | 7,337 | | |

| Transaction or volume-based | | | | | | 375 | | | | | | 1,117 | | | | | | 406 | | | | | | 132 | | | | | | 2,030 | | |

| Impairment charges (1) | | | | | | — | | | | | | (59) | | |

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

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

Contract liabilities, or deferred revenue, consist of advance payments and billings in excess of revenues recognized.

We have allocated the purchase price related to these transactions to tangible and intangible assets acquired and liabilities assumed, including goodwill, based on their estimated fair values.

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

On December 30, 2022, $103 million was placed in an escrow account in advance of the closing date of our acquisition of certain net assets of OneSource Virtual on January 1, 2023.

This balance was deemed to be restricted cash as of December 31, 2022 and was presented in "Other noncurrent assets" in our consolidated statement of financial position and as restricted cash in our consolidated statement of cash flows for the year ended December 31, 2022.

2021

In 2021, we acquired 100% ownership in each of the following:

- Linium, a cloud transformation consultancy group specializing in the ServiceNow platform and solutions for smart digital enterprise workflows, acquired to broaden our enterprise service management capabilities (acquired January 31, 2021);

- Magenic, a provider of agile software and cloud development, DevOps, experience design and advisory services across a range of industries, acquired to enhance our global software engineering expertise (acquired February 1, 2021);

- Servian, an Australia-based enterprise transformation consultancy specializing in data analytics, AI, digital services, experience design and cloud, acquired to enhance our digital portfolio and market presence in Australia and New Zealand (acquired April 1, 2021);

- ESG Mobility, a digital automotive engineering research and development provider for connected, autonomous and electric vehicles, acquired to expand our digital engineering expertise, particularly in connected vehicles (acquired June 1, 2021);

- TQS, a global industrial data and intelligence company, acquired to accelerate our growth in IoT, data and analytics (acquired July 30, 2021);