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 ended | June 30, 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

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 13-3728359 | ||||||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Common Stock, $0.01 par value per share | CTSH | The 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 July 22, 2022:
| Class | Number of Shares | |||||||
| Class A Common Stock, par value $0.01 per share | 517,784,927 |
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
TABLE OF CONTENTS
GLOSSARY
| Defined Term | Definition | |||||||
| 10b5-1 Plan | Trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act | |||||||
| Adjusted Diluted EPS | Adjusted Diluted Earnings Per Share | |||||||
| ASC | Accounting Standards Codification | |||||||
| ASR | Accelerated Stock Repurchase | |||||||
| CC | Constant Currency | |||||||
| CITA | Commissioner of Income Tax (Appeals) | |||||||
| CMT | Communications, Media and Technology | |||||||
| COVID-19 | The novel coronavirus disease | |||||||
| Credit Agreement | Credit agreement with a commercial bank syndicate, as amended | |||||||
| CTS India | Our principal operating subsidiary in India | |||||||
| DOJ | United States Department of Justice | |||||||
| DSO | Days Sales Outstanding | |||||||
| EPS | Earnings Per Share | |||||||
| ESG | Environmental, Social and Governance | |||||||
| EU | European Union | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| GAAP | Generally Accepted Accounting Principles in the United States of America | |||||||
| High Court | Madras High Court | |||||||
| India Defined Contribution Obligation | Certain statutory defined contribution obligations of employees and employers in India | |||||||
| IoT | Internet of Things | |||||||
| ITD | Indian Income Tax Department | |||||||
| SCI | Supreme Court of India | |||||||
| SEC | United States Securities and Exchange Commission | |||||||
| Second Circuit | United States Court of Appeals for the Second Circuit | |||||||
| SG&A | Selling, general and administrative | |||||||
| Syntel | Syntel Sterling Best Shores Mauritius Ltd. | |||||||
| Tax Reform Act | Tax Cuts and Jobs Act | |||||||
| Term Loan | Unsecured term loan under the Credit Agreement | |||||||
| TriZetto | The TriZetto Group, Inc., now known as Cognizant Technology Software Group, Inc. | |||||||
| USDC-NJ | United States District Court for the District of New Jersey | |||||||
| USDC-SDNY | United States District Court for the Southern District of New York |
| Cognizant Technology Solutions | 1 | June 30, 2022 Form 10-Q |
PART I. FINANCIAL INFORMATION
Next: Item 1. Consolidated Financial Statements (Unaudited).