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 are an important part
of our portfolio, aligning with our clients' focus on becoming data-enabled,
customer-centric and differentiated businesses. We are continuing to invest in
digital services with a focus on four key areas: IoT, digital engineering, data
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. We
help clients modernize technology, reimagine processes and transform experiences
so they can stay ahead in a fast-changing world.

On July 6, 2022, we announced that we will be simplifying our internal operating
structure around practice areas and delivery operations by merging our Digital
Business & Technology and Digital Business Operations practice areas with their
respective delivery organizations to create four new integrated practices:
Software & Platform Engineering, Core Technologies & Insights, Enterprise
Platform Services, and Intuitive Operations & Automation. This change did not
impact our reportable business segments.

Q3 2022 Financial Results
Revenue


Income from Operations


Operating Margin


Diluted EPS



                    [[Image Removed: ctsh-20220930_g2.jpg]]
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                    [[Image Removed: ctsh-20220930_g4.jpg]]
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  GAAP    Adjusted1




  GAAP    Adjusted1




  GAAP    Adjusted1




Revenue up $113 million       Income from Operations up              Operating margin up 100               Diluted EPS up $0.19 or 18.4% from Q3 2021
or 2.4% from Q3 2021;         $69 million or 9.5% from               bps from Q3 2021
5.6% in constant              Q3 2021                                                                      Adjusted Diluted EPS1 up $0.11 or 10.4% from Q3 2021
currency1                                                            Adjusted Operating
                              Adjusted Income from                   Margin1 up 60 bps from Q3
                              Operations1 up $49                     2021
                              million or 6.5% from Q3
                              2021


During the quarter ended September 30, 2022, revenues increased by $113 million
as compared to the quarter ended September 30, 2021, representing growth of
2.4%, or 5.6% on a constant currency basis1. Our recently completed acquisitions
contributed 40 basis points to revenue growth while the previously disclosed
sale of the Samlink subsidiary, which was completed on February 1, 2022,
negatively impacted revenue growth by 60 basis points.

Revenue growth was strongest in our Communications, Media and Technology and our
Products and Resources segments. Revenues in our Financial Services segment
reflect the negative impact of the previously disclosed sale of the Samlink
subsidiary, which was completed on February 1, 2022. For further details, see
the 'Revenues - Reportable Business Segments' section within the Results of
Operations.

Revenue growth was driven by our clients' continued adoption and integration of
digital technologies as well as pricing improvements but was negatively impacted
by challenges attracting and retaining personnel. For the three months ended
September 30, 2022, our annualized attrition, including both voluntary and
involuntary, was 34.9% as compared to 37.0% for the three months ended
September 30, 2021. Attrition and hiring challenges have also resulted in
increased cost of delivery.

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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Operating margin increased to 16.4% for the quarter ended September 30, 2022
from 15.4% for the quarter ended September 30, 2021. Our 2022 operating margin
was positively impacted by economies of scale that allowed us to leverage our
cost structure over a larger organization, delivery efficiencies, pricing
improvements and the depreciation of the Indian rupee against the U.S. dollar,
partially offset by increased compensation costs for our delivery personnel
(including employees and subcontractors). Our 2021 GAAP operating margin was
negatively impacted by the Class Action Settlement Loss, which was excluded from
our Adjusted Operating Margin2 in 2021.

Business Outlook

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. Our four strategic priorities are:

•Accelerating digital - growing our digital business organically and inorganically;

•Globalizing Cognizant - accelerating the growth of our business in key international markets and diversifying our leadership, capabilities and delivery footprint;

•Increasing our relevance to our clients - ensuring industry-aligned thought leadership and capabilities to address clients' business needs; and

•Repositioning our brand - improving our global brand recognition and becoming better known as a global digital partner to the entire C-suite.



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, including the increasing uncertainty related to
the global economy, which could affect their demand for our services.

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. Competition for
skilled employees in the current labor market is intense, and we continue to
experience significantly elevated voluntary attrition. Challenges attracting and
retaining personnel have resulted in increased cost of delivery and negatively
impacted our ability to satisfy client demand. We expect these impacts to
continue for at least the remainder of 2022. Further, our ongoing and
anticipated future efforts with respect to recruitment, talent management and
employee engagement may not be successful and are likely to continue to result
in increased compensation costs. While we strive to adjust pricing to reduce the
impact of compensation increases on our operating margin, we may not be
successful in fully recovering these increases, which could adversely affect our
profitability.

The invasion of Ukraine by Russia and the sanctions and other measures being
imposed in response to this conflict have increased the level of economic and
political uncertainty worldwide. We do not have employees, facilities or
significant operations in either Russia or Ukraine and revenues generated from
clients in both countries were immaterial in both 2021 and the first nine months
of 2022. However, the continuation of the hostilities or the expansion of the
current conflict's scope into surrounding geographic areas could impact us, our
clients, vendors or subcontractors, which could impact our operations and
financial performance. We continue to monitor the situation closely to ensure
business continuity plans are in place for neighboring countries where we have a
presence.

Our future results may be affected by potential tax law changes and other potential regulatory changes, including possible U.S. corporate income tax reform and potentially increased costs for employment and post-employment benefits in India as a result of the Code on Social Security, 2020.




2 Adjusted Operating Margin is not a measure 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 measure, as
applicable.





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Results of Operations


Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

The following table sets forth, for the periods indicated, certain financial data for the three months ended September 30:


                                                                 % of                                  % of                           Increase / 

Decrease


 (Dollars in millions, except per share
data)                                           2022           Revenues               2021           Revenues                        $                    %
Revenues                                     $ 4,857             100.0             $ 4,744             100.0                   $       113                 2.4
Cost of revenues(a)                            3,080              63.4               2,947              62.1                           133                 4.5
Selling, general and administrative
expenses(a)                                      838              17.3                 924              19.5                           (86)             

(9.3)



Depreciation and amortization expense            141               2.9                 144               3.0                            (3)               (2.1)
Income from operations                           798              16.4                 729              15.4                            69                 9.5
Other income (expense), net                       14                                     2                                              12              

600.0


Income before provision for income taxes         812              16.7                 731              15.4                            81                11.1
Provision for income taxes                      (183)                                 (187)                                              4                (2.1)

Net income                                   $   629              13.0             $   544              11.5                   $        85                15.6
Diluted earnings per share                   $  1.22                               $  1.03                                     $      0.19                18.4

Other Financial Information3
Adjusted Income from Operations and Adjusted
Operating Margin                             $   798              16.4             $   749              15.8                   $        49                 6.5
Adjusted Diluted EPS                         $  1.17                               $  1.06                                     $      0.11                10.4



(a)Exclusive of depreciation and amortization expense.





Revenues - Overall


During the quarter ended September 30, 2022, revenues increased by $113 million
as compared to the quarter ended September 30, 2021, representing growth of
2.4%, or 5.6% on a constant currency basis3. Our recently completed acquisitions
contributed 40 basis points to revenue growth while the previously disclosed
sale of the Samlink subsidiary, which was completed on February 1, 2022,
negatively impacted revenue growth by 60 basis points. Revenue growth was driven
by our clients' continued adoption and integration of digital technologies as
well as pricing improvements but was negatively impacted by challenges
attracting and retaining personnel. Revenues from clients added since
September 30, 2021 were $96 million.


3 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 September 30, 2022 as compared to the three months ended September 30, 2021:



                                                                 Financial Services                                                                Health Sciences
                                                                          Increase / (Decrease)                                                           Increase / (Decrease)
Dollars in millions                      Revenues               $                    %                  CC4               Revenues             $                    %                 CC %4
North America                         $     1,086               11                  1.0                  1.2            $   1,212              50                  4.3                 4.3
United Kingdom                                148                8                  5.7                 18.6                   41              (3)                (6.8)                5.0
Continental Europe                            143              (44)               (23.5)               (13.3)                 119               1                  0.8                12.6
Europe - Total                                291              (36)               (11.0)                 0.4                  160              (2)                (1.2)               10.5
Rest of World                                 144                2                  1.4                  7.6                   33               3                 10.0                22.6
Total                                 $     1,521              (23)                (1.5)                 1.6            $   1,405              51                  3.8                 5.5

                                                               Products and Resources                                                   

Communications, Media and Technology


                                                                          Increase / (Decrease)                                                           Increase / (Decrease)
Dollars in millions                      Revenues               $                    %                 CC %4              Revenues             $                    %                 CC %4
North America                         $       779               30                  4.0                  4.3            $     544              44                  8.8                 8.8
United Kingdom                                130                5                  4.0                 20.8                  127               6                  5.0                21.7
Continental Europe                            143               (2)                (1.4)                13.6                   33              (1)                (2.9)               12.0
Europe - Total                                273                3                  1.1                 16.9                  160               5                  3.2                19.6
Rest of World                                  96                8                  9.1                 14.2                   79              (5)                (6.0)                2.5
Total                                 $     1,148               41                  3.7                  8.2            $     783              44                  6.0                10.4


Financial Services - revenues declined 1.5%, and increased by 1.6% on a constant
currency basis4


                    [[Image Removed: ctsh-20220930_g6.jpg]]
                                 Banking     ê    $46M

                                 Insurance   é    $23M


Revenues declined in this segment but grew on a constant currency basis.
Constant currency revenue growth was driven by the growing demand for digital
services among public sector clients in the United Kingdom and insurance
clients. This was offset by the 180 basis points negative impact related to the
previously disclosed sale of the Samlink subsidiary, which was completed on
February 1, 2022. Revenues from clients added since September 30, 2021 were $22
million.4

Health Sciences - revenues increased 3.8%, or 5.5% on a constant currency basis4

Effective in the second quarter of 2022, we combined the healthcare operating segment with the life sciences operating segment and renamed our Healthcare reportable segment as Health Sciences. See Note 11 to our unaudited consolidated financial statements for additional information.

Revenue growth was driven by increased demand for digital services among pharmaceutical clients. Revenues from clients added since September 30, 2021 were $11 million.



                    [[Image Removed: ctsh-20220930_g7.jpg]]
                                        é   $51M




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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Products and Resources - revenues increased 3.7%, or 8.2% on a constant currency
basis5


                    [[Image Removed: ctsh-20220930_g8.jpg]]
             Manufacturing, Logistics, Energy and Utilities           é   $18M

             Retail and Consumer Goods                                é   $7M

             Travel and Hospitality                                   é   $16M


Revenue growth in this segment was primarily driven by demand for our digital
services among logistics, automotive, consumer goods and travel and hospitality
clients. Revenues from clients added since September 30, 2021 were $30 million.5

Communications, Media and Technology - revenues increased 6.0%, or 10.4% on a constant currency basis5

In 2022, we combined the communications and media operating segment with the technology operating segment. See Note 11 to our unaudited consolidated financial statements for additional information.



Revenues in this segment reflected growing demand from our technology clients
for services related to digital content, primarily driven by the largest clients
in this segment, as well as demand for personalized user experiences and data
modernization. Revenues from clients added since September 30, 2021 were $33
million.

                    [[Image Removed: ctsh-20220930_g9.jpg]]
                                              é    $44M

Revenues - Geographic Markets

Revenues of $4,857 million by geographic market were as follows for the three months ended September 30, 2022:


                    [[Image Removed: ctsh-20220930_g10.jpg]]

Q3 2022 as compared to Q3 2021                                   Increase / (Decrease)
(Dollars in millions)                   $      %                            CC %5
North America                                     $                  135              3.9        4.0
United Kingdom                                                        16              3.7       18.7
Continental Europe                                                   (46)            (9.5)       2.9
Europe - Total                                                       (30)            (3.3)      10.3
Rest of World                                                          8              2.3        9.3
Total revenues                                    $                  113              2.4        5.6



North America continues to be our largest market, representing 74.6% of total
revenues. Outside of the North America region, revenues were negatively impacted
by foreign currency exchange rate movements. Constant currency revenue growth in
the United Kingdom was strong among Financial Services clients, including
certain public sector clients, Products and Resources clients, and
Communications, Media and Technology clients. Constant currency revenue growth
in the Continental Europe region was driven by our pharmaceutical clients,
Products and Resources clients, and Communications, Media and Technology
clients, while the previously disclosed sale of the Samlink subsidiary, which
was completed on February 1, 2022, negatively impacted growth in the region by
580 basis points.

Cost of Revenues (Exclusive of Depreciation and Amortization Expense)




                    [[Image Removed: ctsh-20220930_g11.jpg]]
                             é $133M
                             é 1.3% as a % of revenues
                             ¡  % of Revenues




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. The increase, as a percentage of
revenues, was due to higher compensation costs for delivery personnel (including
employees and subcontractors), partially offset by delivery efficiencies and the
depreciation of the Indian rupee against the U.S. dollar. Challenges attracting
and retaining highly qualified personnel have resulted and are likely to
continue to result in higher compensation costs.

5 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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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. The decrease, as a percentage of revenues, was primarily due to economies
of scale that allowed us to leverage our cost structure over a larger
organization, the beneficial impact of foreign currency exchange rate movements
and the optimization of non-strategic SG&A expenses.

                    [[Image Removed: ctsh-20220930_g12.jpg]]
                             ê $86M
                             ê 2.2% as a % of revenues
                             ¡ % of Revenues

Depreciation and Amortization Expense




Depreciation and amortization expense decreased by 2.1%, or 0.1% as a percentage
of revenues, during the third quarter of 2022 as compared to the third quarter
of 2021.

Operating Margin and Adjusted Operating Margin6 - Overall

[[Image Removed: ctsh-20220930_g13.jpg]][[Image Removed: ctsh-20220930_g14.jpg]]




Our 2022 operating margin was positively impacted by economies of scale that
allowed us to leverage our cost structure over a larger organization, delivery
efficiencies, pricing improvements and the depreciation of the Indian rupee
against the U.S. dollar, partially offset by increased compensation costs for
our delivery personnel (including employees and subcontractors). Our 2021 GAAP
operating margin was negatively impacted by the Class Action Settlement Loss,
which was excluded from our Adjusted Operating Margin6 in 2021.


A predominant portion of our costs in India are denominated in the Indian rupee,
representing approximately 23% of our global operating costs during the three
months ended September 30, 2022. These costs are subject to foreign currency
exchange rate fluctuations, which have an impact on our results of operations.
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. Net of the impact of the hedges, the depreciation of the Indian
rupee contributed 78 basis points to the improvement in our operating margin for
the three months ended September 30, 2022 as compared to the three months ended
September 30, 2021.

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 137 basis points during the three months ended September 30, 2022.
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 18 basis
points (excluding the impact of the hedges). The settlement of our cash flow
hedges negatively impacted our operating margin by 27 basis points during the
three months ended September 30, 2022 while positively impacting our operating
margin by 32 basis points during the three months ended September 30, 2021.

We finished the third quarter of 2022 with approximately 349,400 employees.
Annualized attrition, including both voluntary and involuntary, was
approximately 34.9% for the three months ended September 30, 2022. In both 2021
and 2022, voluntary attrition constituted the vast majority of attrition for the
period. Attrition in all periods presented is weighted towards our more junior
employees.

                    [[Image Removed: ctsh-20220930_g15.jpg]]
                             ¡ Annualized attrition


6 Adjusted Income from Operations and Adjusted Operating Margin 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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Segment Operating Profit


In 2022, we made certain changes to the internal measurement of segment
operating profits for the purpose of evaluating segment performance and resource
allocation. The primary reason for the change was to charge to the business
segments costs that are directly managed and controlled by them. Specifically,
segment operating profit now includes costs related to non-delivery personnel
that support consulting services, which were previously included in "unallocated
costs." We have reported 2022 segment operating profits using the new allocation
methodology and have recast the 2021 results to conform to the new methodology.

Segment operating profit and operating margin percentage were as follows:



                    [[Image Removed: ctsh-20220930_g16.jpg]]

                    [[Image Removed: ctsh-20220930_g17.jpg]]

                    [[Image Removed: ctsh-20220930_g18.jpg]]

                    [[Image Removed: ctsh-20220930_g19.jpg]]

In 2022, segment operating margins benefited from delivery efficiencies, pricing
improvements and the depreciation of the Indian rupee against the U.S. dollar
partially offset by increased compensation costs for delivery personnel
(including employees and subcontractors).

Total segment operating profit and operating margin were as follows for the three months ended September 30: (Dollars in millions)

                          2022            % of Revenues            2021            % of Revenues           Increase
Total segment operating profit              $ 1,527                31.4              $ 1,423                30.0              $     104
Less: unallocated costs                         729                                      694                                         35
Income from operations                      $   798                16.4              $   729                15.4              $      69


Other Income (Expense), Net

The following table sets forth total other income (expense), net for the three months ended September 30:



                                                                                                   Increase/
(in millions)                                                2022                 2021             Decrease
Foreign currency exchange (losses)                        $   (48)             $    (4)          $      (44)
Gains on foreign exchange forward contracts not
designated as hedging instruments                              51                    1                   50
Foreign currency exchange gains (losses), net                   3                   (3)                   6
Interest income                                                17                    7                   10
Interest expense                                               (6)                  (3)                  (3)
Other, net                                                      -                    1                   (1)
Total other income (expense), net                         $    14              $     2           $       12


The foreign currency exchange 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 on foreign exchange forward
contracts not designated as hedging instruments related to the realized and
unrealized gains and losses on contracts entered into to offset our foreign
currency exposures. As of September 30, 2022, the notional value of our
undesignated hedges was $1,210 million. The increase in interest income of $10
million was primarily attributable to higher interest rates in the current
period.

Provision for Income Taxes


                    [[Image Removed: ctsh-20220930_g20.jpg]]
                   ê                                         $4M

                   ¡ Effective Income Tax Rate ê 3.1%


The effective income tax rate decreased primarily due to the recognition in the
third quarter of 2022 of an income tax benefit of $36 million related to a
specific uncertain tax position that was previously unrecognized in our
prior-year consolidated financial statements. See   Note 6   to our unaudited
consolidated financial statements for additional information.





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Net Income


The increase in net income was primarily driven by higher income from operations and a lower effective tax rate.




[[Image Removed: ctsh-20220930_g21.jpg]]
é                     $85M

¡ é 1.5% of Revenues


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 non-GAAP financial
measures to the corresponding GAAP measures set forth below should be carefully
evaluated.

Our non-GAAP financial measures Adjusted Operating Margin and Adjusted Income
From Operations exclude unusual items, such as the Class Action Litigation
Settlement in the third quarter of 2021. Our non-GAAP financial measure Adjusted
Diluted EPS excludes unusual items, such as the Class Action Litigation
Settlement in the third quarter of 2021 and the effect of recognition in the
third quarter of 2022 of an income tax benefit related to a specific uncertain
tax position that was previously unrecognized in our prior-year consolidated
financial statements, 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 excluded from Adjusted Diluted EPS 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 internal management reporting and budgeting purposes, we use various GAAP
and non-GAAP financial measures for financial and operational decision-making,
to evaluate period-to-period comparisons, to determine portions of the
compensation for executive officers and for making comparisons of our operating
results to those of our competitors. We believe that the presentation of
non-GAAP financial measures, which exclude certain costs, 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 may
exclude costs that are recurring such as 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 non-GAAP financial measures to allow investors to evaluate such
non-GAAP financial measures.







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The following table presents a reconciliation of each non-GAAP financial measure
to the most comparable GAAP measure for the three months ended September 30:
                                                                         % of                                  % of
                                                      2022             Revenues             2021             Revenues
GAAP income from operations and operating margin    $  798               16.4             $  729               15.4
Class Action Settlement Loss (1)                         -                  -                 20                0.4
Adjusted Income from Operations and Adjusted
Operating Margin                                    $  798               16.4             $  749               15.8

GAAP diluted EPS                                    $ 1.22                                $ 1.03
Effect of above adjustments, pre-tax                     -                                  0.04
Non-operating foreign currency exchange (gains)
losses, pre-tax (2)                                  (0.01)                                 0.01
Tax effect of above adjustments (3)                   0.03                                 (0.02)

Effect of recognition of income tax benefit related to an uncertain tax position (4)

                     (0.07)                                    -
Adjusted Diluted EPS                                $ 1.17                                $ 1.06




(1)During the three months ended September 30, 2021, we recorded a Class Action
Settlement Loss in "Selling, general and administrative expenses" in our
unaudited consolidated financial statements. For further information, see "Note
15 - Commitments and Contingencies" in the notes to the consolidated financial
statements in our Annual Report on Form 10-K for the year ended December 31,
2021.

(2)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.

(3)Presented below are the tax impacts of each of our non-GAAP adjustments to
pre-tax income:

                                                               Three Months Ended
                                                                 September 30,
     (in millions)                                           2022              2021
     Non-GAAP income tax benefit (expense) related to:

     Class Action Settlement Loss                             -                 6
     Foreign currency exchange gains and losses             (15)                3


The effective tax rate related to non-operating foreign currency exchange gains
and losses varies depending on the jurisdictions in which such income and
expenses are generated and the statutory rates applicable in those
jurisdictions. As such, the income tax effect of non-operating foreign currency
exchange gains and losses shown in the above table may not appear proportionate
to the net pre-tax foreign currency exchange gains and losses reported in our
unaudited consolidated statements of operations.

(4)During the three months ended September 30, 2022, we recognized an income tax
benefit of $36 million related to a specific uncertain tax position that was
previously unrecognized in our prior-year consolidated financial statements. The
recognition of the benefit in the third quarter of 2022 was based on
management's reassessment regarding whether this unrecognized tax benefit met
the more-likely-than-not threshold in light of the lapse in the statute of
limitations as to a portion of such benefit.







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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30,
2021

The following table sets forth, for the periods indicated, certain financial data for the nine months ended September 30:


                                                                    % of                                % of                     Increase / Decrease
 (Dollars in millions, except per share data)     2022            Revenues            2021            Revenues                  $                    %

Revenues                                       $ 14,589             100.0          $ 13,730             100.0             $       859                 6.3
Cost of revenues(a)                               9,296              63.7             8,574              62.4                     722                 8.4
Selling, general and administrative
expenses(a)                                       2,583              17.7             2,632              19.2                     (49)               

(1.9)



Depreciation and amortization expense               428               2.9               430               3.1                      (2)               (0.5)
Income from operations                            2,282              15.6             2,094              15.3                     188                 9.0
Other income (expense), net                          20                                  (4)                                       24          *
Income before provision for income taxes          2,302              15.8             2,090              15.2                     212                

10.1


Provision for income taxes                         (537)                               (531)                                       (6)                

1.1


Income (loss) from equity method investments          4                                   2                                         2               100.0
Net income                                     $  1,769              12.1          $  1,561              11.4             $       208                13.3
Diluted EPS                                    $   3.40                            $   2.96                               $      0.44                14.9
Other Financial Information7
Adjusted Income From Operations and Adjusted
Operating Margin                               $  2,282              15.6          $  2,114              15.4             $       168                 7.9
Adjusted Diluted EPS                           $   3.40                            $   3.02                               $      0.38                12.6



(a)Exclusive of depreciation and amortization expense.



*Not meaningful

Revenues - Overall


During the nine months ended September 30, 2022, revenues increased by $859
million as compared to the nine months ended September 30, 2021, representing
growth of 6.3%, or 8.6% on a constant currency basis7. Our recently completed
acquisitions contributed 120 basis points to revenue growth while the previously
disclosed sale of the Samlink subsidiary, which was completed on February 1,
2022, negatively impacted revenue growth by 60 basis points. Revenue growth was
driven by our clients' continued adoption and integration of digital
technologies but was negatively impacted by challenges attracting and retaining
personnel. Revenues from clients added since September 30, 2021, including those
related to acquisitions, were $208 million.

7 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.





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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 nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021:



                                                                  Financial Services                                                                  Health Sciences
                                                                           Increase / (Decrease)                                                            Increase / (Decrease)
Dollars in millions                      Revenues               $                    %                  CC %8               Revenues             $                    %                  CC %8
North America                         $     3,270              133                   4.2                  4.4             $   3,617             223                   6.6                 6.6
United Kingdom                                446               51                  12.9                 21.4                   129               -                     -                 8.2
Continental Europe                            443             (122)                (21.6)               (13.9)                  365               9                   2.5                11.4
Europe - Total                                889              (71)                 (7.4)                 0.6                   494               9                   1.9                10.5
Rest of World                                 432               25                   6.1                 11.4                    94               6                   6.8                15.3
Total                                 $     4,591               87                   1.9                  4.2             $   4,205             238                   6.0                 7.3

                                                                Products and Resources                                                    

Communications, Media and Technology


                                                                           Increase / (Decrease)                                                            Increase / (Decrease)
Dollars in millions                      Revenues               $                    %                  CC %8               Revenues             $                    %                  CC %8
North America                         $     2,310              120                   5.5                  5.7             $   1,649             229                  16.1                16.2
United Kingdom                                396               49                  14.1                 25.5                   386              54                  16.3                28.4
Continental Europe                            431               51                  13.4                 26.3                   103             (18)                (14.9)               (4.3)
Europe - Total                                827              100                  13.8                 25.9                   489              36                   7.9                19.7
Rest of World                                 281               38                  15.6                 19.7                   237              11                   4.9                11.4
Total                                 $     3,418              258                   8.2                 11.4             $   2,375             276                  13.1                16.4


Financial Services - revenues increased 1.9%, or 4.2% on a constant currency basis8


                    [[Image Removed: ctsh-20220930_g22.jpg]]
                                Banking     ê    $19M

                                Insurance   é    $106M



Revenue growth reflects the growing demand for digital services among U.S.
regional banks, public sector clients in the United Kingdom and insurance
clients. The previously disclosed sale of the Samlink subsidiary, which was
completed on February 1, 2022, negatively impacted revenue growth in this
segment by 170 basis points.8Revenues from clients added since September 30,
2021 were $46 million.
Health Sciences - revenues increased 6.0%, or 7.3% on a constant currency basis8


Effective in the second quarter of 2022, we combined the healthcare operating segment with the life sciences operating segment and renamed our Healthcare reportable segment to Health Sciences. See Note 11 to our unaudited consolidated financial statements for additional information.

Revenue growth was driven by increased demand for digital services among pharmaceutical clients. Revenues from clients added since September 30, 2021 were $23 million.


                    [[Image Removed: ctsh-20220930_g23.jpg]]
                                       é   $238M



8 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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Products and Resources - revenues increased 8.2%, or 11.4% on a constant currency
basis9


                    [[Image Removed: ctsh-20220930_g24.jpg]]
            Manufacturing, Logistics, Energy and Utilities        é    $131M

            Retail and Consumer Goods                             é     $79M

            Travel and Hospitality                                é     $48M


Revenue growth in this segment was primarily driven by demand for our digital
services among automotive, logistics, consumer goods and travel and hospitality
clients. Revenue growth in this segment included approximately 250 basis points
related to recently completed acquisitions. Revenues from clients added since
September 30, 2021 were $58 million.9
Communications, Media and Technology - revenues increased 13.1%, or 16.4% on a constant
currency basis9


In 2022, we combined the communications and media operating segment with the technology operating segment. See Note 11 to our unaudited consolidated financial statements for additional information.



Revenues in this segment reflected growing demand from our technology clients
for services related to digital content, primarily driven by the largest clients
in this segment, as well as demand for personalized user experiences and data
modernization. Revenues from clients added since September 30, 2021 were $81
million.

                    [[Image Removed: ctsh-20220930_g25.jpg]]
                                       é    $276M

Revenues - Geographic Markets

Revenues of $14,589 million by geographic market were as follows for the nine months ended September 30, 2022:


                    [[Image Removed: ctsh-20220930_g26.jpg]]

YTD 2022 as compared to YTD 2021                                    Increase / (Decrease)
(Dollars in millions)                      $      %                            CC %9
North America                                        $                  705              7.0        7.1
United Kingdom                                                          154             12.8       23.1
Continental Europe                                                      (80)            (5.6)       4.0
Europe - Total                                                           74              2.8       12.7
Rest of World                                                            80              8.3       13.8
Total revenues                                       $                  859              6.3        8.6


North America continues to be our largest market, representing 74.3% of total
revenues for the nine months ended September 30, 2022. Outside of our North
America region, revenues were negatively impacted by foreign currency exchange
rate movements. Constant currency revenue growth in the United Kingdom was
strong among Financial Services clients, including certain public sector
clients, Products and Resources clients, and Communications, Media and
Technology clients. Constant currency revenue growth in the Continental Europe
region was driven by growth in the German market, which benefited from an
acquisition that closed in the first half of 2021 and strong demand from our
pharmaceutical clients, partially offset by a negative 530 basis points impact
from the previously disclosed sale of the Samlink subsidiary, which was
completed on February 1, 2022. Constant currency revenue growth in the Rest of
World region was primarily driven by the Australian market, which benefited from
an acquisition that closed in the first half of 2021.




9 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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Cost of Revenues (Exclusive of Depreciation and Amortization Expense)




                    [[Image Removed: ctsh-20220930_g27.jpg]]
                             é $722M
                             é 1.3% as a % of revenues
                             ¡ % of Revenues



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. The increase, as a percentage of
revenues, was due to higher compensation costs for delivery personnel (including
employees and subcontractors), partially offset by delivery efficiencies and the
depreciation of the Indian rupee against the U.S. dollar. Challenges attracting
and retaining highly qualified personnel have resulted and are likely to
continue to result in higher compensation costs.
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. The decrease, as a percentage of revenues, was primarily due to economies
of scale that allowed us to leverage our cost structure over a larger
organization, the beneficial impact of foreign currency exchange rate movements
and the optimization of non-strategic SG&A expenses.
                    [[Image Removed: ctsh-20220930_g28.jpg]]
                             ê $49M
                             ê 1.5% as a % of revenues
                             ¡ % of Revenues

Depreciation and Amortization Expense

Depreciation and amortization expense decreased 0.5%, and by 0.2% as a percentage of revenues, during the nine months ended September 30, 2022 as compared to the 2021 period.

Operating Margin and Adjusted Operating Margin10- Overall

[[Image Removed: ctsh-20220930_g29.jpg]][[Image Removed: ctsh-20220930_g30.jpg]]




Our 2022 operating margin was positively impacted by economies of scale that
allowed us to leverage our cost structure over a larger organization, delivery
efficiencies and the depreciation of the Indian rupee against the U.S. dollar,
partially offset by increased compensation costs for our delivery personnel
(including employees and subcontractors). Our 2021 GAAP operating margin was
negatively impacted by the Class Action Settlement Loss, which was excluded from
our Adjusted Operating Margin10 in 2021.

Net of the impact of the hedges, the depreciation of the Indian rupee
contributed 61 basis points to the improvement in our operating margin for the
nine months ended September 30, 2022 as compared to the nine months ended
September 30, 2021. 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 approximately 93 basis points during the nine
months ended September 30, 2022. The settlement of our cash flow hedges
positively impacted our operating margin by 4 basis points during the nine
months ended September 30, 2022 and by 36 basis points during the 2021 period.



10 Adjusted Income from Operations and Adjusted Operating Margin 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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Segment Operating Profit


In 2022, we made certain changes to the internal measurement of segment
operating profits for the purpose of evaluating segment performance and resource
allocation. The primary reason for the change was to charge to the business
segments costs that are directly managed and controlled by them. Specifically,
segment operating profit now includes costs related to non-delivery personnel
that support consulting services, which were previously included in "unallocated
costs." We have reported 2022 segment operating profits using the new allocation
methodology and have recast the 2021 results to conform to the new methodology.
Segment operating profit and operating margin percentage were as follows:

                    [[Image Removed: ctsh-20220930_g31.jpg]]

                    [[Image Removed: ctsh-20220930_g32.jpg]]

                    [[Image Removed: ctsh-20220930_g33.jpg]]

                    [[Image Removed: ctsh-20220930_g34.jpg]]

In 2022, segment operating margins benefited from delivery efficiencies and the
depreciation of the Indian rupee against the U.S. dollar offset by increased
compensation costs for delivery personnel (including employees and
subcontractors). The 2022 Health Sciences segment operating margin was
negatively affected by investments to support revenue growth and elevated
pricing pressure on non-digital services.

Total segment operating profit and margin were as follows for the nine months
ended September 30:
(Dollars in millions)                          2022            % of Revenues            2021            % of Revenues           Increase
Total segment operating profit              $ 4,365                29.9              $ 4,106                29.9              $     259
Less: unallocated costs                       2,083                                    2,012                                         71
Income from operations                      $ 2,282                15.6              $ 2,094                15.3              $     188


Other Income (Expense), Net

The following table sets forth total other income (expense), net for the nine months ended September 30:


                                                                                                   Increase/
(in millions)                                                2022                 2021             Decrease
Foreign currency exchange (losses)                        $   (97)             $   (26)          $      (71)
Gains on foreign exchange forward contracts not
designated as hedging instruments                              96                    7                   89
Foreign currency exchange gains (losses), net                  (1)                 (19)                  18
Interest income                                                32                   23                    9
Interest expense                                              (11)                  (7)                  (4)
Other, net                                                      -                   (1)                   1
Total other income (expense), net                         $    20

$ (4) $ 24




The foreign currency exchange 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 on foreign exchange forward
contracts not designated as hedging instruments related to the realized and
unrealized gains and losses on contracts entered into to offset our foreign
currency exposures. The increase in interest income of $9 million was primarily
attributable to higher interest rates in the current period.










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Provision for Income Taxes


                    [[Image Removed: ctsh-20220930_g35.jpg]]
                   é                                         $6M

                   ¡ Effective Income Tax Rate ê 2.1%


The effective income tax rate in the nine months ended September 30, 2022
decreased as compared to the 2021 period primarily due to the recognition in the
third quarter of 2022 of an income tax benefit of $36 million related to a
specific uncertain tax position that was previously unrecognized in our
prior-year consolidated financial statements and higher discrete tax benefits
related to the impact of depreciation of the Indian rupee against the U.S.
dollar on our undistributed foreign earnings. See   Note 6   to our unaudited
consolidated financial statements for additional information.
Net Income


The increase in net income was driven by higher income from operations and a lower effective income tax rate.




                    [[Image Removed: ctsh-20220930_g36.jpg]]
                            é                    $208M

                            ¡ é 0.7% of Revenues

Non-GAAP Financial Measures

See "Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021 - Non-GAAP Financial Measures" above for additional information about our use of non-GAAP financial measures.

The following table presents a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure for the nine months ended September 30:


                                                                          % of                                   % of
(Dollars in millions, except per share amounts)        2022             Revenues              2021             Revenues
GAAP income from operations and operating margin    $ 2,282               15.6             $ 2,094               15.3
Class Action Settlement Loss (1)                          -                  -                  20                0.1

Adjusted Income from Operations and Adjusted
Operating Margin                                    $ 2,282               15.6             $ 2,114               15.4

GAAP diluted EPS                                    $  3.40                                $  2.96
Effect of above adjustments, pre-tax                      -                                   0.04
Non-operating foreign currency exchange (gains)
losses, pre-tax (2)                                       -                                   0.03
Tax effect of above adjustments (3)                    0.07                                  (0.01)

Effect of recognition of income tax benefit related to an uncertain tax position (4)

                      (0.07)                                     -
Adjusted Diluted EPS                                $  3.40                                $  3.02




(1)During the three months ended September 30, 2021, we recorded a Class Action
Settlement Loss in "Selling, general and administrative expenses" in our
unaudited consolidated financial statements. For further information, see "Note
15 - Commitments and Contingencies" in the notes to the consolidated financial
statements in our Annual Report on Form 10-K for the year ended December 31,
2021.

(2)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.

(3)Presented below are the tax impacts of each of our non-GAAP adjustments to
pre-tax income:

                                                               Nine Months Ended
     (in millions)                                               September 30,
                                                             2022              2021
     Non-GAAP income tax benefit (expense) related to:

     Class Action Settlement Loss                             -                 6
     Foreign currency exchange gains and losses             (35)               (3)







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(4)During the three months ended September 30, 2022, we recognized an income tax
benefit of $36 million related to a specific uncertain tax position that was
previously unrecognized in our prior-year consolidated financial statements. The
recognition of the benefit in the third quarter of 2022 was based on
management's reassessment regarding whether this unrecognized tax benefit met
the more-likely-than-not threshold in light of the lapse in the statute of
limitations as to a portion of such benefit.

The effective tax rate related to non-operating foreign currency exchange gains
and losses varies depending on the jurisdictions in which such income and
expenses are generated and the statutory rates applicable in those
jurisdictions. As such, the income tax effect of non-operating foreign currency
exchange gains and losses shown in the above table may not appear proportionate
to the net pre-tax foreign currency exchange gains and losses reported in our
unaudited consolidated statements of operations.

Liquidity and Capital Resources




Our cash generated from operations has historically been the primary source of
liquidity to fund operations and investments to grow our business. As of
September 30, 2022, we had cash, cash equivalents and short-term investments of
$2,731 million and available capacity under our credit facilities of
approximately $1,909 million.

The following table provides a summary of cash flows for the nine months ended
September 30:
(in millions)                            2022         2021        Increase / Decrease
Net cash provided by (used in):
Operating activities                   $ 1,866      $ 1,670      $                196
Investing activities                       (28)      (1,666)                    1,638
Financing activities                    (1,508)      (1,007)                     (501)


Operating activities

The increase in cash provided by operating activities for the nine months ended
September 30, 2022 as compared to the nine months ended September 30, 2021 was
primarily driven by higher income from operations.

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 deferred
revenue. Our DSO was 74 days as of September 30, 2022, 72 days as of
September 30, 2021, and 69 days as of December 31, 2021.

Investing activities



The decrease in cash used in investing activities for the nine months ended
September 30, 2022 as compared to the nine months ended September 30, 2021 was
primarily driven by net maturities of investments in 2022 as compared to net
purchases of investments in 2021 as well as payments for business combinations
in 2021.

Financing activities

The increase in cash used in financing activities for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 was primarily driven by higher repurchases of common stock.



The Credit Agreement provided for a $750 million Term Loan and a $1,750 million
unsecured revolving credit facility, which were due to mature in November 2023.
As of September 30, 2022, we had no outstanding balance on the revolving credit
facility. In October 2022, we completed a debt refinancing and entered into the
New Credit Agreement with a commercial bank syndicate providing for a $650
million New Term Loan and a $1,850 million unsecured revolving credit facility,
which are due to mature in October 2027. The Credit Agreement was terminated
upon the closing of the New Credit Agreement and the proceeds from the New Term
Loan were used primarily to repay our outstanding Term Loan balance. We are
required under the New Credit Agreement to make scheduled quarterly principal
payments on the New Term Loan beginning in December 2023. See   Note 5   to our
unaudited consolidated financial statements.

The New Credit Agreement contains customary affirmative and negative covenants
as well as a financial covenant. The financial covenant is tested at the end of
each fiscal quarter and requires us to maintain a Leverage Ratio not in excess
of 3.50:1.00, or for a period of up to four quarters following certain material
acquisitions, 3.75:1.00.





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In March 2022, our India subsidiary renewed its one-year 13 billion Indian rupee
($159 million at the September 30, 2022 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
within 30 days after disbursement. This working capital facility contains
affirmative and negative covenants and may be renewed annually. As of
September 30, 2022, we have not borrowed funds under this facility.

Capital Allocation



                    [[Image Removed: ctsh-20220930_g37.jpg]]
                                  Acquisitions

                                  Share Repurchases

                                  Dividend payments


We review our capital allocation framework on an ongoing basis, considering our
financial performance and liquidity position, investments required to execute
our strategic plans and initiatives, acquisition opportunities, the economic
outlook, regulatory changes, the potential impacts of the COVID-19 pandemic 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. While we have not completed any acquisitions in 2022, our
longer-term capital allocation framework is unchanged.

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 ongoing liquidity assessments, we regularly monitor the
mix of 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 operating cash flows, cash and short-term investment balances,
together with the available capacity under our revolving credit facilities, to
be sufficient to meet our operating requirements, including purchase
commitments, making Tax Reform Act transition tax payments and servicing our
debt for the next twelve months. The ability to expand and grow our business in
accordance with current plans, make acquisitions, meet 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 cash flow
increases, our ability and willingness to pay for acquisitions with capital
stock and the availability of public and private debt, including the ability to
extend the maturity or refinance our existing 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 10 to our unaudited consolidated financial statements. 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 and valuation of goodwill and other long-lived assets. We base our
estimates on historical experience, current trends and 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, 2021. 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, 2021.





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Recently Adopted and New Accounting Pronouncements


There have been no changes in the information provided in our Annual Report on
Form 10-K for the year ended December 31, 2021.
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.

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 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, including those related to our digital
practice areas, 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 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, including the invasion of Ukraine
by Russia, 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 and personnel with experience in key digital areas
and senior management to lead our business globally, at an acceptable cost;

•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 maintain our capital return strategy;

•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 employees 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 and client expectations in the many jurisdictions in
which we operate, including the increased stakeholder emphasis on ESG matters;

•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;





         Cognizant Technology Solutions    40      September 30, 2022 Form 10-Q


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•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, 2021.



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, 2021. 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.

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