Executive Summary




Cognizant is one of the world's leading professional services companies,
engineering modern business for the digital era. Our services include digital
services and solutions, consulting, application development, systems
integration, application testing, application maintenance, infrastructure
services and business process services. Digital services have become an
increasingly important part of our portfolio, aligning with our clients' focus
on becoming data-enabled, customer-centric and differentiated businesses. We are
focused on continued investment in four key areas of digital: IoT, AI,
experience-driven software engineering and cloud. We tailor our services and
solutions to specific industries with an integrated global delivery model that
employs client service and delivery teams based at client locations and
dedicated global and regional delivery centers.
Q1 2021 Financial Results
                    [[Image Removed: ctsh-20210331_g2.jpg]]
During the quarter ended March 31, 2021, revenues increased by $176 million as
compared to the quarter ended March 31, 2020, representing growth of 4.2%, or
2.4% on a constant currency basis1. Our recently completed acquisitions
contributed 310 basis points to our revenue growth. Our revenues reflected our
clients' continued adoption and integration of digital technologies and the
acceleration in the demand for cloud, mobile workplace solutions, e-commerce,
automation and AI as a result of the COVID-19 pandemic. We continue to
experience pricing pressure on our non-digital services as our clients,
particularly those in our Financial Services segment, optimize the cost of
supporting their legacy systems and operations. Revenue growth in our Healthcare
segment was strong, driven by increased demand for our services from our
pharmaceutical and health insurance clients. Revenue growth was also strong
among our manufacturing, logistics, energy and utilities clients in our Products
and Resources segment due to their continued adoption and integration of digital
technologies, while the pandemic continued to negatively affect some of our
retail, consumer goods, travel and hospitality clients in the same segment.
Overall revenue growth was negatively impacted by 90 basis points by our exit
from certain content-related services in our Communications, Media and
Technology segment.
Our operating margin and Adjusted Operating Margin1 were both 15.2% for the
quarter ended March 31, 2021, as there were no adjustments for unusual items to
report in our calculation of Adjusted Operating Margin for that period. Our
margin and Adjusted Operating Margin1 were 13.7% and 15.1%, respectively, for
the quarter ended March 31, 2020. Our 2021 operating margin benefited from a
significant decrease in travel and entertainment expenses due to the COVID-19
pandemic, savings resulting from the implementation of the delivery cost
optimization initiatives of our 2020 Fit for Growth Plan and lower immigration
costs. These benefits were partially offset by investments intended to drive
organic revenue growth, including additions to our sales organization and
initiatives to reposition our brand, as well as the negative impact on margin of
our recently completed acquisitions and costs related to continued enhancements
to our cyber security environment. Our 2020 GAAP operating margin was negatively
impacted by costs related to our restructuring program that concluded at the end
of 2020.
1 Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Diluted
EPS and constant currency revenue growth are not measures of financial
performance prepared in accordance with GAAP. See "Non-GAAP Financial Measures"
for more information and reconciliations to the most directly comparable GAAP
financial measures, as applicable.





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Business Outlook
As we seek to increase our commercial momentum and accelerate growth, our four
strategic priorities are:
•Repositioning our brand - improving our global brand recognition and becoming
better known as a global digital partner to the entire C-suite;
•Accelerating digital - growing our digital business organically and
inorganically;
•Globalizing Cognizant - growing our business in key international markets and
diversifying leadership, capabilities and delivery footprint; and
•Increasing our relevance to our clients - leading with thought leadership and
capabilities to address clients' business needs.
During the first quarter of 2021, we acquired Linium and Magenic to strengthen
our digital capabilities. We intend to continue to pursue strategic
acquisitions, investments and alliances to expand our talent, experience and
capabilities in key digital areas or in particular geographies or industries.
We continue to expect the long-term focus of our clients to be on their digital
transformation into software-driven, data-enabled, customer-centric and
differentiated businesses. Clients continue to adopt and integrate digital
technologies. Demand for our digital operations services and solutions has
increased since the beginning of the COVID-19 pandemic. At the same time, as our
clients seek to optimize the cost of supporting their legacy systems and
operations, our non-digital services has been and may continue to be subject to
pricing pressure.
Our clients will likely 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 factors, which could affect their demand
for our services. The COVID-19 pandemic may continue to negatively impact
demand, particularly among our retail, consumer goods, travel and hospitality
clients within our Products and Resources segment as well as communications and
media clients in our Communications, Media and Technology segment. The evolving
nature of the COVID-19 pandemic makes it difficult to estimate its future impact
on our ongoing business, results of operations and overall financial
performance. For example, India has seen a considerable and sudden increase in
new COVID cases in March and April of 2021. A significant worsening of the
pandemic, particularly in India, where a significant majority of our operations
and technical personnel are located, could present challenges to our ability to
deliver services to clients. We remain focused on protecting our employees'
health, safety and well-being.
As a global professional services company, we compete on the basis of the
knowledge, experience, insights, skills and talent of our employees and the
value they can provide to our clients. Our success is dependent, in large part,
on our ability to keep our supply of skilled employees, in particular those with
experience in key digital areas, in balance with client demand. For the three
months ended March 31, 2021, our annualized attrition, including both voluntary
and involuntary, was 21.0%. Competition for skilled employees in the current
labor market is intense, and we have experienced significantly elevated
voluntary attrition during March and April 2021. Challenges attracting and
retaining highly qualified personnel have negatively impacted, and we expect
will continue to impact, our ability to satisfy client demand and achieve our
full revenue potential. Further, our ongoing and anticipated future efforts with
respect to recruitment, talent management and employee engagement may not be
successful and will result in increased delivery costs during the remainder of
2021.
In addition, our future results may be affected by immigration law changes that
may impact our ability to do business or significantly increase our costs of
doing business, potential tax law changes and other potential regulatory
changes, including potentially increased costs for employment and
post-employment benefits in India as a result of the Code on Social Security,
2020 following its effective date, which is not yet determined, as well as costs
related to the potential resolution of legal and regulatory matters discussed in
  Note 12   to our unaudited consolidated financial statements.





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Results of Operations


Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

The following table sets forth, for the periods indicated, certain financial data for the three months ended March 31:


                                                                 % of                                  % of                            Increase / 

Decrease


 (Dollars in millions, except per share
data)                                           2021           Revenues               2020           Revenues                        $                    %
Revenues                                     $ 4,401             100.0             $ 4,225             100.0                   $       176                  4.2
Cost of revenues(1)                            2,764              62.8               2,747              65.0                            17                  0.6
Selling, general and administrative
expenses(1)                                      827              18.8                 711              16.8                           116                 16.3
Restructuring charges                              -                 -                  55               1.3                           (55)              (100.0)
Depreciation and amortization expense            141               3.2                 133               3.1                             8                  6.0
Income from operations                           669              15.2                 579              13.7                            90                 15.5
Other income (expense), net                       (4)                                  (69)                                             65              

(94.2)


Income before provision for income taxes         665              15.1                 510              12.1                           155              

30.4


Provision for income taxes                      (160)                                 (142)                                            (18)             

12.7


Income (loss) from equity method investments       -                                    (1)                                              1               (100.0)
Net income                                   $   505              11.5             $   367               8.7                   $       138                 37.6
Diluted earnings per share                   $  0.95                               $  0.67                                     $      0.28                 41.8

Other Financial Information2
Adjusted Income from Operations and Adjusted
Operating Margin                             $   669              15.2             $   640              15.1                   $        29                  4.5
Adjusted Diluted EPS                         $  0.97                               $  0.96                                     $      0.01                  1.0




(1)Exclusive of depreciation and amortization expense.
Revenues - Overall2
During the quarter ended March 31, 2021, revenues increased by $176 million as
compared to the quarter ended March 31, 2020, representing growth of 4.2%, or
2.4% on a constant currency basis2. Our recently completed acquisitions
contributed 310 basis points to our revenue growth. Our revenues reflected our
clients' continued adoption and integration of digital technologies and the
acceleration in the demand for cloud, mobile workplace solutions, e-commerce,
automation and AI as a result of the COVID-19 pandemic. At the same time, the
pandemic continued to negatively affect some of our clients, including retail,
consumer goods, travel and hospitality clients. We continue to experience
pricing pressure on our non-digital services as our clients optimize the cost of
supporting their legacy systems and operations. Overall revenue growth was
negatively impacted by 90 basis points by our exit from certain content-related
services. Revenues from clients added since March 31, 2020, including those
related to acquisitions, were $182 million.


2 Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Diluted
EPS and constant currency revenue growth are not measures of financial
performance prepared in accordance with GAAP. See "Non-GAAP Financial Measures"
for more information and reconciliations to the most directly comparable GAAP
financial measures, as applicable.





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Revenues - Reportable Business Segments
The following charts set forth revenues and change in revenues by business
segment and geography for the three months ended March 31, 2021 as compared to
the three months ended March 31, 2020:
                                                                 Financial Services                                                                    Healthcare
                                                                          Increase / (Decrease)                                                             Increase / (Decrease)
Dollars in millions                      Revenues              $                    %                 CC %3                Revenues              $                    %                 CC %3
North America                         $     1,013               1                  0.1                 (0.3)            $     1,101              63                  6.1                 6.0
United Kingdom                                125               5                  4.2                 (1.7)                     40               -                    -                (5.9)
Continental Europe                            192               1                  0.5                 (7.2)                    118              19                 19.2                11.4
Europe - Total                                317               6                  1.9                 (5.1)                    158              19                 13.7                 6.4
Rest of World                                 128               -                    -                 (3.8)                     29              12                 70.6                68.1
Total                                 $     1,458               7                  0.5                 (1.7)            $     1,288              94                  7.9                 7.0

                                                               Products and Resources                                                    

Communications, Media and Technology


                                                                          Increase / (Decrease)                                                             Increase / (Decrease)
Dollars in millions                      Revenues              $                    %                 CC %3                Revenues              $                    %                 CC %3
North America                         $       718              29                  4.2                  3.8             $       451               -                    -                   -
United Kingdom                                106              13                 14.0                  6.0                      99              15                 17.9                 9.4
Continental Europe                            103              (6)                (5.5)               (13.8)                     43               5                 13.2                 3.5
Europe - Total                                209               7                  3.5                 (4.7)                    142              20                 16.4                 7.6
Rest of World                                  71               8                 12.7                  9.8                      64              11                 20.8                19.3
Total                                 $       998              44                  4.6                  2.4             $       657              31                  5.0                 3.1


Financial Services
Revenues from our Financial Services segment increased 0.5%, and decreased 1.7%
on a constant currency basis3, for the three months ended March 31, 2021, as
compared to the three months ended March 31, 2020. Revenues in this segment
increased by $14 million from our banking clients and decreased $7 million from
our insurance clients. Revenues from clients added, including those related to
acquisitions, since March 31, 2020 were $34 million. Moderate revenue growth
generated by our digital services did not fully offset revenue declines related
to our non-digital services as our clients optimize the cost of supporting their
legacy systems and operations.
Healthcare
Revenues from our Healthcare segment increased 7.9%, or 7.0% on a constant
currency basis3, for the three months ended March 31, 2021, as compared to the
three months ended March 31, 2020. Revenues in this segment increased by $49
million from our healthcare clients and $45 million from our life sciences
clients. Revenue growth among our healthcare customers benefited from increased
demand by health insurance customers for our integrated payer software solutions
while revenue growth among our life sciences clients was driven by increased
demand for our services among pharmaceutical companies. Revenues from clients
added, including those related to acquisitions, since March 31, 2020 were $30
million. Demand from our healthcare clients may continue to be affected by
uncertainty in the regulatory and political environment while demand from our
life sciences clients may be affected by industry consolidation.
Products and Resources
Revenues from our Products and Resources segment increased 4.6%, or 2.4% on a
constant currency basis3, for the three months ended March 31, 2021, as compared
to the three months ended March 31, 2020. Revenues from our manufacturing,
logistics, energy and utilities clients increased $82 million primarily due to
our clients' adoption and integration of digital technologies. Retail, consumer
goods, travel and hospitality clients continued to be adversely affected by the
COVID-19 pandemic. Thus, revenue decreased by $16 million among our retail and
consumer goods clients and $22 million among our travel and hospitality clients.
Revenues from clients added, including those related to acquisitions, since
March 31, 2020 were $64 million.
3 Constant currency revenue growth is not a measure of financial performance
prepared in accordance with GAAP. See "Non-GAAP Financial Measures" for more
information.





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Communications, Media and Technology
Revenues from our Communications, Media and Technology segment increased 5.0%,
or 3.1% on a constant currency basis4, for the three months ended March 31,
2021, as compared to the three months ended March 31, 2020. Revenues in this
segment increased by $30 million from our communications and media clients and
were relatively flat for our technology clients. Revenues from our
communications and media clients benefited significantly from recently completed
acquisitions and were negatively impacted by the COVID-19 pandemic. Revenues
among our technology clients in this segment were negatively impacted by
approximately $37 million due to our exit from certain content-related services,
offset by growing demand from our technology clients for other more strategic
digital content services and revenues from our acquisitions. Revenues from
clients added, including those related to acquisitions, since March 31, 2020
were $54 million.
Revenues - Geographic Markets
Revenues by geographic market were as follows for the three months ended March
31:
                                                                  Increase / (Decrease)
(Dollars in millions)        2021         2020                  $                   %         CC %4
North America              $ 3,283      $ 3,190      $                   93        2.9        2.7
United Kingdom                 370          337                          33        9.8        2.7
Continental Europe             456          437                          19        4.3       (3.7)
Europe - Total                 826          774                          52        6.7       (0.9)
Rest of World                  292          261                          31       11.9        8.9
Total revenues             $ 4,401      $ 4,225      $                  176        4.2        2.4


North America continues to be our largest market, representing 74.6% of total
revenues. Our North America region revenue growth benefited from our recently
completed acquisitions and was negatively impacted by our exit from certain
content-related services. Our Continental Europe region benefited from favorable
foreign currency exchange rates and increased demand for our services among
pharmaceutical companies in that region. Revenue growth in our Rest of World
region was primarily driven by our clients in India.
Cost of Revenues (Exclusive of Depreciation and Amortization Expense)
Our cost of revenues consists primarily of salaries, incentive-based
compensation, stock-based compensation expense, employee benefits,
project-related immigration and travel for technical personnel, subcontracting
and equipment costs relating to revenues. Our cost of revenues increased by 0.6%
during the first quarter of 2021 as compared to the first quarter of 2020,
decreasing as a percentage of revenues to 62.8% in the first quarter of 2021
compared to 65.0% in the first quarter of 2020. The decrease in cost of
revenues, as a percentage of revenues, was due primarily to a significant
decrease in travel and entertainment costs as a result of a reduction in travel
due to the COVID-19 pandemic and savings resulting from the implementation of
the delivery cost optimization initiatives of our 2020 Fit for Growth Plan.
SG&A Expenses (Exclusive of Depreciation and Amortization Expense)
SG&A expenses consist primarily of salaries, incentive-based compensation,
stock-based compensation expense, employee benefits, immigration, travel,
marketing, communications, management, finance, administrative and occupancy
costs. SG&A expenses increased by 16.3% during the first quarter of 2021 as
compared to the first quarter of 2020, increasing as a percentage of revenues to
18.8% in 2021 as compared to 16.8% in 2020. The increase, as a percentage of
revenues, was due primarily to investments intended to drive organic revenue
growth, including additions to our sales organization and initiatives to
reposition our brand, as well as increased costs as a result of our recently
completed acquisitions and costs related to continued enhancements to our cyber
security environment, partially offset by a significant decrease in travel and
entertainment costs as a result of a reduction in travel due to the COVID-19
pandemic and lower immigration costs.
Depreciation and Amortization Expense
Depreciation and amortization expense increased by 6.0% during the first quarter
of 2021 as compared to the first quarter of 2020 primarily as a result of the
amortization of intangible assets from recently completed acquisitions.
4 Constant currency revenue growth is not a measure of financial performance
prepared in accordance with GAAP. See "Non-GAAP Financial Measures" for more
information.





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Operating Margin - Overall
Our operating margin and Adjusted Operating Margin5 were both 15.2% for the
quarter ended March 31, 2021. Our operating margin and Adjusted Operating
Margin5 were 13.7% and 15.1%, respectively, for the quarter ended March 31,
2020. Our 2021 margin benefited from a significant decrease in travel and
entertainment expenses due to the COVID-19 pandemic, savings resulting from the
implementation of the delivery cost optimization initiatives of our 2020 Fit for
Growth Plan and lower immigration costs. These benefits were partially offset by
investments intended to drive organic revenue growth, including additions to our
sales organization and initiatives to reposition our brand, as well as the
negative impact on margin of our recently completed acquisitions and costs
related to continued enhancements to our cyber security environment. Our 2020
GAAP operating margin was negatively impacted by costs related to our
restructuring program that concluded at the end of 2020.
Excluding the impact of applicable designated cash flow hedges, the depreciation
of the Indian rupee against the U.S. dollar positively impacted our operating
margin by 11 basis points during the three months ended March 31, 2021. Each
additional 1.0% change in exchange rate between the Indian rupee and the U.S.
dollar will have the effect of moving our operating margin by 17 basis points.
We enter into foreign exchange derivative contracts to hedge certain Indian
rupee denominated payments in India. These hedges are intended to mitigate the
volatility of the changes in the exchange rate between the U.S. dollar and the
Indian rupee. During the three months ended March 31, 2021, the settlement of
our cash flow hedges positively impacted our operating margin by 48 basis points
and negatively impacted our operating margin by 7 basis points for the three
months ended March 31, 2020.
We finished the first quarter of 2021 with approximately 296,500 employees,
which is an increase of 4,800 as compared to March 31, 2020 and 7,000 as
compared to December 31, 2020. Annualized attrition, including both voluntary
and involuntary, was approximately 21.0% for the three months ended March 31,
2021. Voluntary attrition constitutes the significant majority of our attrition.
Both voluntary and involuntary attrition are weighted towards our more junior
employees.
Segment Operating Profit

Segment operating profit was as follows for the three months ended March 31:
                                                                                                                                           Increase /
(Dollars in millions)                              2021           Operating Margin %           2020           Operating Margin %           (Decrease)
Financial Services                              $   406                  27.8               $   381                  26.3               $           25
Healthcare                                          411                  31.9                   321                  26.9                           90
Products and Resources                              308                  30.9                   261                  27.4                           47
Communications, Media and Technology                215                  32.7                   190                  30.4                           

25


Total segment operating profit                    1,340                  30.4                 1,153                  27.3                          187
Less: unallocated costs                             671                                         574                                                 97
Income from operations                          $   669                  15.2               $   579                  13.7               $           90


Across all our business segments, operating margins benefited from a significant
decrease in travel and entertainment costs due to COVID-19 related reductions in
travel and savings resulting from the implementation of the delivery cost
optimization initiatives of our 2020 Fit for Growth Plan. The increase in
unallocated costs for the three months ended March 31, 2021 as compared to the
three months ended March 31, 2020 was primarily due to increased costs as a
result of our recently completed acquisitions and continued enhancements to our
cyber security environment.

5 Adjusted Operating Margin is not a measure of financial performance prepared
in accordance with GAAP. See "Non-GAAP Financial Measures" for more information
and a reconciliation to the most directly comparable GAAP financial measure.





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Other Income (Expense), Net
Total other income (expense), net consists primarily of foreign currency
exchange gains and losses, interest income and interest expense. The following
table sets forth total other income (expense), net for the three months ended
March 31:
                                                                                                   Increase/
(in millions)                                                2021                 2020             Decrease
Foreign currency exchange (losses)                        $   (12)             $  (108)          $       96
Gains on foreign exchange forward contracts not
designated as hedging instruments                               3                    6                   (3)
Foreign currency exchange gains (losses), net                  (9)                (102)                  93
Interest income                                                 9                   41                  (32)
Interest expense                                               (2)                  (6)                   4
Other, net                                                     (2)                  (2)                   -
Total other income (expense), net                         $    (4)

$ (69) $ 65




The foreign currency exchange gains and losses were attributed to the
remeasurement of net monetary assets and liabilities denominated in currencies
other than the functional currencies of our subsidiaries. The gains and losses
on foreign exchange forward contracts not designated as hedging instruments
related to the realized and unrealized gains and losses on foreign exchange
forward contracts entered into to offset foreign currency exposure to non-U.S.
dollar denominated net monetary assets and liabilities. As of March 31, 2021,
the notional value of our undesignated hedges was $574 million. The decrease in
interest income of $32 million was primarily attributable to lower invested
balances in India, which generate higher yields. Our invested balances in India
are lower in 2021 as a result of our $2.1 billion repatriation of cash from
India in the fourth quarter of 2020.
Provision for Income Taxes
The provision for income taxes increased to $160 million during the three months
ended March 31, 2021 from $142 million for the three months ended March 31,
2020. The effective income tax rate decreased to 24.1% for the three months
ended March 31, 2021 compared to 27.8% for the three months ended March 31,
2020, primarily as a result of significantly lower non-deductible foreign
currency exchange losses in our unaudited consolidated statement of operations
in the 2021 period, and the discrete benefit of the effective settlement of the
IRS examination for tax years 2012 through 2016 as described in   Note 8   to
our unaudited consolidated financial statements.
Net Income
Net income increased to $505 million for the three months ended March 31, 2021
from $367 million for the three months ended March 31, 2020, representing 11.5%
and 8.7% of revenues, respectively. The increase in net income was driven by
higher income from operations and lower foreign currency exchange losses,
partially offset by lower interest income and a higher provision for income
taxes.

Non-GAAP Financial Measures
Portions of our disclosure include non-GAAP financial measures. These non-GAAP
financial measures are not based on any comprehensive set of accounting rules or
principles and should not be considered a substitute for, or superior to,
financial measures calculated in accordance with GAAP, and may be different from
non-GAAP financial measures used by other companies. In addition, these non-GAAP
financial measures should be read in conjunction with our financial statements
prepared in accordance with GAAP. The reconciliations of our non-GAAP financial
measures to the corresponding GAAP measures, set forth below, should be
carefully evaluated.

Our non-GAAP financial measures, Adjusted Operating Margin, Adjusted Income From
Operations and Adjusted Diluted EPS exclude unusual items. Additionally,
Adjusted Diluted EPS excludes net non-operating foreign currency exchange gains
or losses and the tax impact of all the applicable adjustments. The income tax
impact of each item is calculated by applying the statutory rate and local tax
regulations in the jurisdiction in which the item was incurred. Constant
currency revenue growth is defined as revenues for a given period restated at
the comparative period's foreign currency exchange rates measured against the
comparative period's reported revenues.

We believe providing investors with an operating view consistent with how we
manage the Company provides enhanced transparency into our operating results.
For our internal management reporting and budgeting purposes, we use various
GAAP





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and non-GAAP financial measures for financial and operational decision-making,
to evaluate period-to-period comparisons, to determine portions of the
compensation for our executive officers and for making comparisons of our
operating results to those of our competitors. Therefore, it is our belief that
the use of non-GAAP financial measures excluding certain costs provides a
meaningful supplemental measure for investors to evaluate our financial
performance. We believe that the presentation of our non-GAAP financial measures
along with reconciliations to the most comparable GAAP measure, as applicable,
can provide useful supplemental information to our management and investors
regarding financial and business trends relating to our financial condition and
results of operations.
A limitation of using non-GAAP financial measures versus financial measures
calculated in accordance with GAAP is that non-GAAP financial measures do not
reflect all of the amounts associated with our operating results as determined
in accordance with GAAP and may exclude costs that are recurring such as our net
non-operating foreign currency exchange gains or losses. In addition, other
companies may calculate non-GAAP financial measures differently than us, thereby
limiting the usefulness of these non-GAAP financial measures as a comparative
tool. We compensate for these limitations by providing specific information
regarding the GAAP amounts excluded from our non-GAAP financial measures to
allow investors to evaluate such non-GAAP financial measures.
The following table presents a reconciliation of each non-GAAP financial measure
to the most comparable GAAP measure for the three months ended March 31:
                                                                         % of                                  % of
(Dollars in millions, except per share amounts)       2021             Revenues             2020             Revenues
GAAP income from operations and operating margin    $  669               15.2             $  579               13.7
Realignment charges (1)                                  -                  -                 20                0.5
2020 Fit for Growth Plan restructuring charges (2)       -                  -                 35                0.8
COVID-19 Charges (3)                                     -                  -                  6                0.1
Adjusted Income from Operations and Adjusted
Operating Margin                                    $  669               15.2             $  640               15.1

GAAP diluted EPS                                    $ 0.95                                $ 0.67
Effect of above adjustments, pre-tax                     -                                  0.11
Non-operating foreign currency exchange (gains)
losses, pre-tax (4)                                   0.02                                  0.19
Tax effect of above adjustments (5)                      -                                 (0.01)

Adjusted Diluted EPS                                $ 0.97                                $ 0.96





(1)As part of the realignment program, during the three months ended March 31,
2020, we incurred certain retention costs and professional fees. See   Note 4
to our unaudited consolidated financial statements for additional information.
(2)As part of our 2020 Fit for Growth plan, during the three months ended March
31, 2020, we incurred certain employee separation, employee retention, facility
exit costs and other charges. See   Note 4   to our unaudited consolidated
financial statements for additional information.
(3)During the three months ended March 31, 2020, we incurred costs in response
to the COVID-19 pandemic, including a one-time bonus to our employees at the
designation of associate and below in both India and the Philippines, certain
costs to enable our employees to work remotely and costs to provide medical
staff and extra cleaning services for our facilities. Substantially all of the
costs related to the pandemic are reported in "Cost of revenues" in our
unaudited consolidated statement of operations.
(4)Non-operating foreign currency exchange gains and losses, inclusive of gains
and losses on related foreign exchange forward contracts not designated as
hedging instruments for accounting purposes, are reported in "Foreign currency
exchange gains (losses), net" in our unaudited consolidated statements of
operations.
(5)Presented below are the tax impacts of each of our non-GAAP adjustments to
pre-tax income:
                                                               Three Months Ended
                                                                    March 31,
  (in millions)                                                  2021               2020
  Non-GAAP income tax benefit (expense) related to:
  Realignment charges                                   $       -                  $  5
  2020 Fit for Growth Plan restructuring charges                -                     9
  COVID-19 Charges                                              -                     2
  Foreign currency exchange gains and losses                    -                   (10)









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Liquidity and Capital Resources





Our cash generated from operations has historically been our primary source of
liquidity to fund operations and investments to grow our business. In addition,
as of March 31, 2021, we had cash, cash equivalents and short-term investments
of $2,158 million and available capacity under our credit facilities of
approximately $1,928 million.

The following table provides a summary of our cash flows for the three months
ended March 31:
(in millions)                           2021        2020       Increase / 

Decrease


Net cash provided by (used in):
Operating activities                   $ 181      $  497      $               (316)
Investing activities                    (538)       (272)                     (266)
Financing activities                    (340)      1,135                    (1,475)



Operating activities
The decrease in cash provided by operating activities for the three months ended
March 31, 2021 compared to the same period in 2020 was primarily driven by
higher incentive-based compensation payouts in 2021 and the remittance of
certain tax payments in 2021, which were deferred due to COVID-19 pandemic
regulatory relief in 2020.
We monitor turnover, aging and the collection of accounts receivable by client.
Our DSO calculation includes receivables, net of allowance for doubtful
accounts, and contract assets, reduced by the uncollected portion of our
deferred revenue. Our DSO was 70 days as of both March 31, 2021 and December 31,
2020, and 74 as of March 31, 2020.

Investing activities
The increase in net cash used in investing activities for the three months ended
March 31, 2021 as compared to the three months ended March 31, 2020 was
primarily driven by higher payments for acquisitions and net purchases of
investments, partially offset by lower outflows for capital expenditures.
Financing activities
The cash used in financing activities for the three months ended March 31, 2021
was driven by repurchases of common stock. The cash provided by financing
activities for the three months ended March 31, 2020 was primarily a result of
our borrowing against the revolving credit facility, partially offset by
repurchases of common stock.
We have a Credit Agreement providing for a $750 million Term Loan and a $1,750
million unsecured revolving credit facility, which are due to mature in November
2023. We are required under the Credit Agreement to make scheduled quarterly
principal payments on the Term Loan. As of March 31, 2021, we had no outstanding
balance on our revolving credit facility. See   Note 7   to our unaudited
consolidated financial statements.
In February 2021, our India subsidiary renewed its one-year 13 billion Indian
rupee ($178 million at the March 31, 2021 exchange rate) working capital
facility, which requires us to repay any balances drawn down within 90 days from
the date of disbursement. There is a 1.0% prepayment penalty applicable to
payments made prior to 30 days after disbursement. This working capital facility
contains affirmative and negative covenants and may be renewed annually in
February. As of March 31, 2021, we have not borrowed funds under this facility.
During the three months ended March 31, 2021, we returned $362 million to our
stockholders through $234 million in share repurchases under our stock
repurchase program and $128 million in dividend payments. We review our capital
return plan on an ongoing basis, considering the potential impacts of COVID-19
pandemic, our financial performance and liquidity position, investments required
to execute our strategic plans and initiatives, acquisition opportunities, the
economic outlook, regulatory changes and other relevant factors. As these
factors may change over time, the actual amounts expended on stock repurchase
activity, dividends, and acquisitions, if any, during any particular period
cannot be predicted and may fluctuate from time to time.





                      Cognizant    30    March 31, 2021 Form 10-Q



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Other Liquidity and Capital Resources Information
We seek to ensure that our worldwide cash is available in the locations in which
it is needed. As part of our ongoing liquidity assessments, we regularly monitor
the mix of our domestic and international cash flows and cash balances. We
evaluate on an ongoing basis what portion of the non-U.S. cash, cash equivalents
and short-term investments is needed locally to execute our strategic plans and
what amount is available for repatriation back to the United States.
We expect our operating cash flows, cash and short-term investment balances,
together with our available capacity under our revolving credit facilities, to
be sufficient to meet our operating requirements and service our debt for the
next twelve months. Our ability to expand and grow our business in accordance
with current plans, make acquisitions, meet our long-term capital requirements
beyond a twelve-month period and execute our capital return plan will depend on
many factors, including the rate, if any, at which our cash flow increases, our
ability and willingness to pay for acquisitions with capital stock and the
availability of public and private debt and equity financing. We cannot be
certain that additional financing, if required, will be available on terms and
conditions acceptable to us, if at all.

Commitments and Contingencies

See Note 12 to our unaudited consolidated financial statements.

Off-Balance Sheet Arrangements





Other than our foreign exchange forward and option contracts, there were no
off-balance sheet transactions, arrangements or other relationships with
unconsolidated entities or other persons in the three months ended March 31,
2021 that have, or are reasonably likely to have, a current or future effect on
our financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.

Critical Accounting Estimates





Management's discussion and analysis of our financial condition and results of
operations is based on our unaudited consolidated financial statements that have
been prepared in accordance with GAAP. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
amounts reported for assets and liabilities, including the recoverability of
tangible and intangible assets, disclosure of contingent assets and liabilities
as of the date of the financial statements, and the reported amounts of revenues
and expenses during the reported period. On an ongoing basis, we evaluate our
estimates. The most significant estimates relate to the recognition of revenue
and profits, including the application of the cost-to-cost method of measuring
progress to completion for certain fixed-price contracts, income taxes, business
combinations, valuation of goodwill and other long-lived assets and
contingencies. We base our estimates on historical experience, current trends
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. The actual amounts may differ from the estimates used in the
preparation of the accompanying unaudited consolidated financial statements. For
a discussion of our critical accounting estimates, see "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the year ended December 31, 2020. Our significant
accounting policies are described in Note 1 to the audited consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2020.

Recently Adopted and New Accounting Pronouncements

See Note 1 to our unaudited consolidated financial statements.

Forward Looking Statements




The statements contained in this Quarterly Report on Form 10-Q that are not
historical facts are forward-looking statements (within the meaning of Section
21E of the Exchange Act) that involve risks and uncertainties. Such
forward-looking statements may be identified by, among other things, the use of
forward-looking terminology such as "believe," "expect," "may," "could,"
"would," "plan," "intend," "estimate," "predict," "potential," "continue,"
"should" or "anticipate" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. From time to time, we or our representatives have made or may
make forward-looking statements, orally or in writing.





                      Cognizant    31    March 31, 2021 Form 10-Q



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Such forward-looking statements may be included in various filings made by us
with the SEC, in press releases or in oral statements made by or with the
approval of one of our authorized executive officers. These forward-looking
statements, such as statements regarding our anticipated future revenues or
operating margin, earnings, capital expenditures, impacts to our business,
financial results and financial condition as a result of the COVID-19 pandemic,
the competitive marketplace for talent, anticipated effective income tax rate
and income tax expense, liquidity, access to capital, capital return plan,
investment strategies, cost management, realignment program, 2020 Fit for Growth
Plan, plans and objectives, including those related to our digital practice
areas, investment in our business, potential acquisitions, industry trends,
client behaviors and trends, the outcome of regulatory and litigation matters,
the incremental accrual related to the India Defined Contribution Obligation and
other statements regarding matters that are not historical facts, are based on
our current expectations, estimates and projections, management's beliefs and
certain assumptions made by management, many of which, by their nature, are
inherently uncertain and beyond our control. Actual results, performance,
achievements and outcomes could differ materially from the results expressed in,
or anticipated or implied by, these forward-looking statements. There are a
number of important factors that could cause our results to differ materially
from those indicated by such forward-looking statements, including:
•economic and political conditions globally and in particular in the markets in
which our clients and operations are concentrated;
•the continuing impact of the COVID-19 pandemic, or other future pandemics, on
our business, results of operations, liquidity and financial condition;
•our ability to attract, train and retain skilled employees, including highly
skilled technical personnel to satisfy client demand and senior management to
lead our business globally;
•challenges related to growing our business organically as well as inorganically
through acquisitions, and our ability to achieve our targeted growth rates;
•our ability to achieve our profitability goals and capital return strategy;
•our ability to successfully execute on the investments outlined in our 2020 Fit
for Growth Plan and achieve the anticipated benefits from the plan;
•our ability to meet specified service levels or milestones required by certain
of our contracts;
•intense and evolving competition and significant technological advances that
our service offerings must keep pace with in the rapidly changing markets we
compete in;
•legal, reputation and financial risks if we fail to protect client and/or our
data from security breaches and/or cyber attacks;
•the effectiveness of our risk management, business continuity and disaster
recovery plans and the potential that our global delivery capabilities could be
impacted;
•restrictions on visas, in particular in the United States, United Kingdom and
EU, or immigration more generally or increased costs of such visas or the wages
we are required to pay associates on visas, which may affect our ability to
compete for and provide services to our clients;
•risks related to anti-outsourcing legislation, if adopted, and negative
perceptions associated with offshore outsourcing, both of which could impair our
ability to serve our clients;
•risks and costs related to complying with numerous and evolving legal and
regulatory requirements to which we are subject in the many jurisdictions in
which we operate;
•potential changes in tax laws, or in their interpretation or enforcement,
failure by us to adapt our corporate structure and intercompany arrangements to
achieve global tax efficiencies or adverse outcomes of tax audits,
investigations or proceedings;
•potential exposure to litigation and legal claims in the conduct of our
business; and
•the factors set forth in "Part I, Item 1A. Risk Factors" in our Annual Report
on Form 10-K for the year ended December 31, 2020.
You are advised to consult any further disclosures we make on related subjects
in the reports we file with the SEC, including this report in the section titled
"Part I, Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Part I, Item 1. Business" in our Annual Report on
Form 10-K for the year ended December 31, 2020. We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under
applicable securities laws.






                      Cognizant    32    March 31, 2021 Form 10-Q


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