Cover and table of contents

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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 endedMarch 31, 2022
☐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-20220331_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 April 29, 2022:

ClassNumber of Shares
Class A Common Stock, par value $0.01 per share521,173,838

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

TABLE OF CONTENTS

Page
GLOSSARY1
PART I.FINANCIAL INFORMATION2
Item 1.Consolidated Financial Statements (Unaudited)2
Consolidated Statements of Financial Position (Unaudited) as of March 31, 2022 and December 31, 20212
Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2022 and 20213
Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2022 and 20214
Consolidated Statements of Stockholders' Equity (Unaudited) for the Three Months Ended March 31, 2022 and 20215
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2022 and 20216
Notes to Consolidated Financial Statements (Unaudited)7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3.Quantitative and Qualitative Disclosures About Market Risk33
Item 4.Controls and Procedures33
PART II.OTHER INFORMATION34
Item 1.Legal Proceedings34
Item 1A.Risk Factors34
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34
Item 6.Exhibits35
SIGNATURES36

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
ASCAccounting Standards Codification
ASRAccelerated Stock Repurchase
CCConstant Currency
CITACommissioner of Income Tax (Appeals)
Class Action Settlement LossLoss recorded in connection with the filing of a settlement agreement to resolve the consolidated putative securities class action against us and certain of our former officers
CMTCommunications, Media and Technology
COVID-19The novel coronavirus disease
Credit AgreementCredit agreement with a commercial bank syndicate, as amended
CTS IndiaOur principal operating subsidiary in India
DOJUnited States Department of Justice
DSODays Sales Outstanding
EPSEarnings Per Share
ESGEnvironmental, social and corporate governance
EUEuropean Union
Exchange ActSecurities Exchange Act of 1934, as amended
GAAPGenerally Accepted Accounting Principles in the United States of America
High CourtMadras High Court
India Defined Contribution ObligationCertain statutory defined contribution obligations of employees and employers in India
IoTInternet of Things
ITDIndian Income Tax Department
SCISupreme Court of India
SECUnited States Securities and Exchange Commission
Second CircuitUnited States Court of Appeals for the Second Circuit
SG&ASelling, general and administrative
SyntelSyntel Sterling Best Shores Mauritius Ltd.
Tax Reform ActTax Cuts and Jobs Act
Term LoanUnsecured term loan
Third CircuitUnited States Court of Appeals for the Third Circuit
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
Cognizant Technology Solutions1March 31, 2022 Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION

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