A Dark Vector Cognition product

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period endedSeptember 30, 2021
☐Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to

Commission File Number 0-24429

ctsh-20210930_g1.jpg

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware13-3728359
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)

300 Frank W. Burr Blvd.

Teaneck, New Jersey 07666

(Address of Principal Executive Offices including Zip Code)

Registrant’s telephone number, including area code: (201) 801-0233

N/A

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareCTSHThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No: ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of October 22, 2021:

ClassNumber of Shares
Class A Common Stock, par value $0.01 per share525,251,734

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

TABLE OF CONTENTS

Page
GLOSSARY1
PART I.FINANCIAL INFORMATION3
Item 1.Consolidated Financial Statements (Unaudited)3
Consolidated Statements of Financial Position (Unaudited) as of September 30, 2021 and December 31, 20203
Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 20204
Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 20205
Consolidated Statements of Stockholders' Equity (Unaudited) for the Three Months Ended March 31, 2021 and 2020, June 30, 2021 and 2020 and September 30, 2021 and 20206
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2021 and 20208
Notes to Consolidated Financial Statements (Unaudited)9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3.Quantitative and Qualitative Disclosures About Market Risk43
Item 4.Controls and Procedures43
PART II.OTHER INFORMATION44
Item 1.Legal Proceedings44
Item 1A.Risk Factors44
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds44
Item 6.Exhibits45
SIGNATURES46

Table of Contents

GLOSSARY

Defined TermDefinition
10b5-1 PlanTrading plan adopted pursuant to Rule 10b5-1 of the Exchange Act
Adjusted Diluted EPSAdjusted Diluted Earnings Per Share
AIArtificial Intelligence
ASCAccounting Standards Codification
ASRAccelerated Stock Repurchase
CCConstant Currency
Class Action Settlement LossLoss recorded in connection with the filing of a settlement agreement that, subject to the approval of the USDC-NJ, would resolve the consolidated putative securities class action against us and certain of our former officers
CMTCommunications, Media and Technology
COVID-19The novel coronavirus disease
COVID-19 ChargesCosts directly related to the COVID-19 pandemic
Credit AgreementCredit agreement with a commercial bank syndicate dated November 5, 2018
Credit Loss StandardASC Topic 326: "Financial Instruments - Credit Losses"
CTS IndiaOur principal operating subsidiary in India
DevOpsAgile relationship between development and IT operations
Division BenchDivision Bench of the Madras High Court
DOJUnited States Department of Justice
DSODays Sales Outstanding
EPSEarnings Per Share
ESG MobilityESG Mobility GmbH
EUEuropean Union
Exchange ActSecurities Exchange Act of 1934, as amended
GAAPGenerally Accepted Accounting Principles in the United States of America
High CourtMadras High Court
HunterCertain net assets of Hunter Technical Resources, LLC
India Defined Contribution ObligationCertain statutory defined contribution obligations of employees and employers in India
IoTInternet of Things
IRSInternal Revenue Service
ITInformation Technology
ITDIndian Income Tax Department
LIBORLondon Inter-Bank Offered Rate
LiniumThe ServiceNow business of Ness Digital Engineering
MagenicMagenic Technologies, LLC
SCISupreme Court of India
SECUnited States Securities and Exchange Commission
ServianSVN HoldCo Pty Limited
SG&ASelling, general and administrative
SLPSpecial Leave Petition
SyntelSyntel Sterling Best Shores Mauritius Ltd.
Tax on Accumulated Indian EarningsThe income tax expense related to the reversal of our indefinite reinvestment assertion on Indian earnings accumulated in prior years
Term LoanUnsecured term loan
Cognizant1September 30, 2021 Form 10-Q

Table of Contents

Third CircuitUnited States Court of Appeals for the Third Circuit
TQSTQS Integration Limited
TriZettoThe TriZetto Group, Inc., now known as Cognizant Technology Software Group, Inc.
USDC-NJUnited States District Court for the District of New Jersey
USDC-SDNYUnited States District Court for the Southern District of New York
Cognizant2September 30, 2021 Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION

Next: Item 1. Consolidated Financial Statements (Unaudited).