Cognizant Technology Solutions Corp 10-Q for FY2025 Q2

Cognizant Technology Solutions Corp (CTSH)

10-Q 2025-07-31 For: 2025-06-30

Added on April 12, 2026

About this 10-Q

Cognizant Technology Solutions Corp filed this 10-Q on July 31, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5.25B; up 8.1% from $4.85B a year earlier
Net income: $645M; up 14.0% from net income of $566M a year earlier
Diluted EPS: $1.31; up 14.9% from $1.14 a year earlier

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☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended	June 30, 2025
☐	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from to


Delaware									13-3728359
(State or Other Jurisdiction of Incorporation or Organization)									(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	CTSH	The Nasdaq Stock Market LLC


Large Accelerated Filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐


Class						Number of Shares
Class A Common Stock, par value $0.01 per share						488,395,937


		Page
GLOSSARY		1

FORWARD LOOKING STATEMENTS		2

PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements	4

	Consolidated Statements of Financial Position (Unaudited) as of June 30, 2025 and December 31, 2024	4

	Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30 , 2025 and 2024	5

	Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30 , 2025 and 2024	6

	Consolidated Statements of Stockholders' Equity (Unaudited) for the Three Months Ended March 31, 2025 and 2024 and June 30, 2025 and 2024	7

	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30 , 2025 and 2024	8

	Notes to Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	39

PART II.	OTHER INFORMATION	40

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 5.	Other Information	40

Item 6.	Exhibits	41

SIGNATURES		42


Defined Term			Definition
10b5-1 Plan			Trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act
Adjusted Diluted EPS			Adjusted diluted earnings per share
AI			Artificial intelligence
ASC			Accounting Standards Codification
CC			Constant Currency
CE			Continental Europe
CITA			Commissioner of Income Tax (Appeals) in India
CMT			Communications, Media and Technology
CODM			Chief Operating Decision Maker
Credit Agreement			Credit agreement with a commercial bank syndicate dated April 18, 2024, as amended
CTS India			Our principal operating subsidiary in India
DSO			Days Sales Outstanding
DTSA			Defend Trade Secrets Act
EPS			Earnings per share
ESG			Environmental, social and corporate governance
EU			European Union
Exchange Act			Securities Exchange Act of 1934, as amended
FS			Financial Services
GAAP			Generally Accepted Accounting Principles in the United States of America
GenAI			Generative artificial intelligence
HS			Health Sciences
High Court			Madras, India High Court
India Defined Contribution Obligation			Certain statutory defined contribution obligations of employees and employers in India
IP			Intellectual property
ITAT			Income Tax Appellate Tribunal in India
ITD			Indian Income Tax Department
NA			North America
NextGen program			Our 2023-2024 program to simplify our operating model, optimize corporate functions and consolidate and realign office space
Ninth Circuit			United States Court of Appeals for the Ninth Circuit
OBBBA			One Big Beautiful Bill Act
P&R			Products & Resources
R&E			Research and experimental
Recently completed acquisitions			Acquisitions that were completed in the 12 months preceding the beginning of the reporting period (in order to identify the impact of such acquisitions for the first twelve months of ownership)
RoW			Rest of World
SCI			Supreme Court of India
SEC			United States Securities and Exchange Commission
Second Circuit			United States Court of Appeals for the Second Circuit
SG&A			Selling, general and administrative
Syntel			Syntel Sterling Best Shores Mauritius Ltd.
Term Loan			Unsecured term loan under the Credit Agreement
Title VII			Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.
TriZetto			The TriZetto Group, Inc., now known as Cognizant Technology Software Group, Inc.
UK			United Kingdom
USDC-CDCA			United States District Court for the Central District of California
USDC-NJ			United States District Court for the District of New Jersey
USDC-SDNY			United States District Court for the Southern District of New York


(in millions, except par values)	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	1,796	$	2,231
Short-term investments	12		12
Trade accounts receivable, net	4,402		4,059
Other current assets	1,396		1,202
Total current assets	7,606		7,504
Property and equipment, net	976		994
Operating lease assets, net	565		552
Goodwill	7,120		6,953
Intangible assets, net	1,523		1,599
Deferred income tax assets, net	1,256		1,248
Long-term investments	110		90
Other noncurrent assets	1,008		1,026
Total assets	$	20,164	$	19,966
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	279	$	340
Deferred revenue	440		450
Short-term debt	33		33
Operating lease liabilities	155		152
Accrued expenses and other current liabilities	2,249		2,610
Total current liabilities	3,156		3,585
Deferred revenue, noncurrent	34		30
Operating lease liabilities, noncurrent	430		420
Deferred income tax liabilities, net	169		154
Long-term debt	559		875

Other noncurrent liabilities	528		494
Total liabilities	4,876		5,558
Commitments and contingencies (See Note 10)
Stockholders’ equity:
Preferred stock, $0.10 par value, 15 shares authorized, none issued	—		—
Class A common stock, $0.01 par value, 1,000 shares authorized, 489 and 495 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	5		5
Additional paid-in capital	14		13
Retained earnings	15,226		14,686
Accumulated other comprehensive income (loss)	43		(296)
Total stockholders’ equity	15,288		14,408
Total liabilities and stockholders’ equity	$	20,164	$	19,966


(in millions, except per share data)	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues	$	5,245	$	4,850	$	10,360	$	9,610
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization expense shown separately below)	3,479		3,204		6,876		6,350
Selling, general and administrative expenses	810		781		1,601		1,546
Restructuring charges	—		29		—		52
Depreciation and amortization expense	139		128		275		259
(Gain) on sale of property and equipment	—		—		(62)		—
Income from operations	817		708		1,670		1,403
Other income (expense), net:
Interest income	23		30		53		60
Interest expense	(9)		(10)		(21)		(21)
Foreign currency exchange gains (losses), net	7		1		9		7
Other, net	4		(1)		3		1
Total other income (expense), net	25		20		44		47
Income before provision for income taxes	842		728		1,714		1,450
Provision for income taxes	(197)		(165)		(410)		(344)
Income (loss) from equity method investments	—		3		4		6
Net income	$	645	$	566	$	1,308	$	1,112
Basic earnings per share	$	1.31	$	1.14	$	2.65	$	2.24
Diluted earnings per share	$	1.31	$	1.14	$	2.65	$	2.23
Weighted average number of common shares outstanding - Basic	492		497		493		497
Dilutive effect of shares issuable under stock-based compensation plans	—		1		—		1
Weighted average number of common shares outstanding - Diluted	492		498		493		498


(in millions)	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income	$	645	$	566	$	1,308	$	1,112
Change in Accumulated other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	197		(1)		300		(74)
Unrealized gains and losses on cash flow hedges	10		7		38		18
Gains and losses on defined benefit plans	1		—		1		—

Other comprehensive income (loss)	208		6		339		(56)
Comprehensive income	$	853	$	572	$	1,647	$	1,056


(in millions, except per share data)	Class A Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Shares	Amount
Balance, December 31, 2024	495	$	5	$	13	$	14,686	$	(296)	$	14,408
Net income	—	—		—		663		—		663
Other comprehensive income (loss)	—	—		—		—		131		131
Common stock issued, stock-based compensation plans	1	—		19		—		—		19
Stock-based compensation expense	—	—		42		—		—		42
Repurchases of common stock	(3)	—		(55)		(155)		—		(210)
Dividends declared, $0.31 per share	—	—		—		(154)		—		(154)
Balance, March 31, 2025	493	5		19		15,040		(165)		14,899
Net income	—	—		—		645		—		645
Other comprehensive income (loss)	—	—		—		—		208		208
Common stock issued, stock-based compensation plans	—	—		14		—		—		14
Stock-based compensation expense	—	—		48		—		—		48
Repurchases of common stock	(4)	—		(67)		(305)		—		(372)
Dividends declared, $0.31 per share	—	—		—		(154)		—		(154)
Balance, June 30, 2025	489	$	5	$	14	$	15,226	$	43	$	15,288


(in millions)	For the Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net income	$	1,308	$	1,112
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	275		266

Deferred income taxes	9		(125)
Stock-based compensation expense	90		90

Gain on sale of property and equipment	(62)		—
Other, net	(15)		31
Changes in assets and liabilities, net of effects of businesses acquired:
Trade accounts receivable, current	(320)		(121)
Other current and noncurrent assets	(60)		(355)
Accounts payable	(29)		(34)
Deferred revenues, current and noncurrent	(10)		(14)
Other current and noncurrent liabilities	(388)		(493)
Net cash provided by operating activities	798		357
Cash flows from investing activities:
Purchases of property and equipment	(144)		(158)
Proceeds from sale of property and equipment	70		—



Proceeds from maturity of held-to-maturity investment securities	—		3
Purchases of other investments	(16)		(1)
Proceeds from maturity or sale of other investments	1		260
Payments for business combinations, net of cash acquired	—		(421)
Net cash (used in) investing activities	(89)		(317)
Cash flows from financing activities:
Issuance of common stock under stock-based compensation plans	33		35


Repurchases of common stock	(577)		(209)
Repayment of Term Loan borrowings and earnout and finance lease obligations	(21)		(50)

Repayment of notes outstanding under the revolving credit facility	(300)		—
Dividends paid	(308)		(301)
Net cash (used in) financing activities	(1,173)		(525)
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents	29		(39)
(Decrease) in cash, cash equivalents and restricted cash and cash equivalents	(435)		(524)
Cash, cash equivalents and restricted cash and cash equivalents beginning of year	2,231		2,717
Cash and cash equivalents, end of period	$	1,796	$	2,193


Date Issued and Topic	Effective Date	Description	Impact
December 2023 Income Taxes (Topic 740): Improvements to Income Tax Disclosures	Annual period starting in 2025 Prospective basis	The standard requires enhanced income tax disclosures primarily related to the income tax rate reconciliation and income taxes paid information.	We are currently evaluating the impact of the new standard on our disclosures.
November 2024 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)	Annual period starting in 2027 and interim periods starting in 2028 Prospective basis	The standard is intended to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.	We are currently evaluating the impact of the new standard on our disclosures.


	Three Months Ended June 30, 2025										Six Months Ended June 30, 2025

(in millions)	HS		FS		P&R		CMT		Total		HS		FS		P&R		CMT		Total
Revenues
Geography:
North America	$	1,298	$	1,096	$	918	$	600	$	3,912	$	2,628	$	2,139	$	1,829	$	1,170	$	7,766
United Kingdom	51		159		148		124		482		100		312		285		242		939
Continental Europe	166		160		159		35		520		326		307		312		68		1,013
Europe - Total	217		319		307		159		1,002		426		619		597		310		1,952
Rest of World	36		132		81		82		331		68		251		158		165		642
Total	$	1,551	$	1,547	$	1,306	$	841	$	5,245	$	3,122	$	3,009	$	2,584	$	1,645	$	10,360

Service line:
Consulting and technology services	$	908	$	1,099	$	918	$	464	$	3,389	$	1,778	$	2,119	$	1,805	$	913	$	6,615
Outsourcing services	643		448		388		377		1,856		1,344		890		779		732		3,745
Total	$	1,551	$	1,547	$	1,306	$	841	$	5,245	$	3,122	$	3,009	$	2,584	$	1,645	$	10,360

Type of contract:
Time and materials	$	495	$	812	$	580	$	454	$	2,341	$	976	$	1,576	$	1,136	$	888	$	4,576
Fixed-price	750		687		638		338		2,413		1,541		1,338		1,272		672		4,823
Transaction or volume-based	306		48		88		49		491		605		95		176		85		961
Total	$	1,551	$	1,547	$	1,306	$	841	$	5,245	$	3,122	$	3,009	$	2,584	$	1,645	$	10,360


	Three Months Ended June 30, 2024										Six Months Ended June 30, 2024

(in millions)	HS		FS		P&R		CMT		Total		HS		FS		P&R		CMT		Total
Revenues
Geography:
North America	$	1,252	$	1,039	$	761	$	568	$	3,620	$	2,461	$	2,016	$	1,534	$	1,130	$	7,141
United Kingdom	47		138		127		132		444		91		281		258		270		900
Continental Europe	135		150		148		37		470		270		301		293		89		953
Europe - Total	182		288		275		169		914		361		582		551		359		1,853
Rest of World	27		120		90		79		316		55		234		174		153		616
Total	$	1,461	$	1,447	$	1,126	$	816	$	4,850	$	2,877	$	2,832	$	2,259	$	1,642	$	9,610

Service line:
Consulting and technology services	$	863	$	1,021	$	728	$	462	$	3,074	$	1,665	$	1,974	$	1,464	$	926	$	6,029
Outsourcing services	598		426		398		354		1,776		1,212		858		795		716		3,581
Total	$	1,461	$	1,447	$	1,126	$	816	$	4,850	$	2,877	$	2,832	$	2,259	$	1,642	$	9,610

Type of contract:
Time and materials	$	497	$	805	$	447	$	430	$	2,179	$	987	$	1,588	$	917	$	897	$	4,389
Fixed-price	703		597		594		339		2,233		1,373		1,153		1,176		667		4,369
Transaction or volume-based	261		45		85		47		438		517		91		166		78		852
Total	$	1,461	$	1,447	$	1,126	$	816	$	4,850	$	2,877	$	2,832	$	2,259	$	1,642	$	9,610


(in millions)	2025		2024
Beginning balance	$	209	$	245
Costs capitalized	20		35
Amortization expense	(40)		(44)
Impairment charge	(7)		(2)
Ending balance	$	182	$	234


(in millions)	2025		2024
Beginning balance	$	386	$	316
Revenues recognized during the period but not billed	426		304
Amounts reclassified to trade accounts receivable	(323)		(245)


Ending balance	$	489	$	375


	Location of Net Gains (Losses) on Derivative Instruments	Amount of Net Gains (Losses) on Derivative Instruments
		Three Months Ended June 30,				Six Months Ended June 30,
(in millions)		2025		2024		2025		2024
Foreign exchange forward contracts – Not designated as hedging instruments	Foreign currency exchange gains (losses), net	$	(7)	$	(3)	$	(8)	$	28


(in millions)	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	25	$	—	$	—	$	25
Time deposits	—		246		—		246

Short-term investments:
Time deposits	—		1		—		1
Equity investment security	11		—		—		11


Other current assets:
Foreign exchange forward contracts	—		16		—		16


Other noncurrent assets:
Foreign exchange forward contracts	—		9		—		9
Accrued expenses and other current liabilities:
Foreign exchange forward contracts	—		(9)		—		(9)

Other noncurrent liabilities:
Foreign exchange forward contracts	—		(1)		—		(1)


	Three Months						Six Months
(in millions)	Before Tax Amount		Tax Effect		Net of Tax Amount		Before Tax Amount		Tax Effect		Net of Tax Amount
Foreign currency translation adjustments:
Beginning balance	$	(164)	$	13	$	(151)	$	(261)	$	7	$	(254)
Change in foreign currency translation adjustments	204		(7)		197		301		(1)		300
Ending balance	$	40	$	6	$	46	$	40	$	6	$	46
Unrealized gains and losses on cash flow hedges:
Beginning balance	$	4	$	(1)	$	3	$	(34)	$	9	$	(25)
Unrealized gains arising during the period	14		(3)		11		44		(11)		33
Reclassifications of net gains and losses to:
Cost of revenues	(1)		—		(1)		6		(1)		5
SG&A expenses	—		—		—		1		(1)		—
Net change	13		(3)		10		51		(13)		38
Ending balance	$	17	$	(4)	$	13	$	17	$	(4)	$	13
Gains and (losses) on defined benefit plans:
Beginning balance	$	(20)	$	3	$	(17)	$	(20)	$	3	$	(17)
Amortization of loss on defined benefit plans	1		—		1		1		—		1
Ending balance	$	(19)	$	3	$	(16)	$	(19)	$	3	$	(16)
Accumulated other comprehensive income (loss):
Beginning balance	$	(180)	$	15	$	(165)	$	(315)	$	19	$	(296)
Other comprehensive income (loss)	218		(10)		208		353		(14)		339
Ending balance	$	38	$	5	$	43	$	38	$	5	$	43


	Three Months Ended June 30, 2025										Six Months Ended June 30, 2025
(in millions)	HS		FS		P&R		CMT		Total		HS		FS		P&R		CMT		Total
Revenues	$	1,551	$	1,547	$	1,306	$	841	$	5,245	$	3,122	$	3,009	$	2,584	$	1,645	$	10,360
Less: other segment items	1,248		1,293		1,119		726		4,386		2,513		2,501		2,192		1,438		8,644
Segment operating profit	$	303	$	254	$	187	$	115	$	859	$	609	$	508	$	392	$	207	$	1,716
Less: unallocated costs									42										46
Income from operations									$	817									$	1,670


	Three Months Ended June 30, 2024										Six Months Ended June 30, 2024
(in millions)	HS		FS		P&R		CMT		Total		HS		FS		P&R		CMT		Total
Revenues	$	1,461	$	1,447	$	1,126	$	816	$	4,850	$	2,877	$	2,832	$	2,259	$	1,642	$	9,610
Less: other segment items	1,187		1,239		947		727		4,100		2,341		2,416		1,899		1,463		8,119
Segment operating profit	$	274	$	208	$	179	$	89	$	750	$	536	$	416	$	360	$	179	$	1,491
Less: unallocated costs									42										88
Income from operations									$	708									$	1,403


	As of
(in millions)	June 30, 2025		December 31, 2024
Long-lived Assets: (1)
North America(2)	$	319	$	338
Europe	75		72
Rest of World (3)	582		584
Total	$	976	$	994


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


			% of			% of	Increase / Decrease
(Dollars in millions, except per share data)	2025		Revenues	2024		Revenues	$		%
Revenues	$	5,245	100.0	$	4,850	100.0	$	395	8.1
Operating expenses:
Cost of revenues(a)	3,479		66.3	3,204		66.1	275		8.6
Selling, general and administrative expenses(a)	810		15.4	781		16.1	29		3.7
Restructuring charges	—		—	29		0.6	(29)		(100.0)
Depreciation and amortization expense	139		2.7	128		2.6	11		8.6

Income from operations and operating margin	817		15.6	708		14.6	109		15.4
Other income (expense), net	25			20			5		25.0
Income before provision for income taxes	842		16.1	728		15.0	114		15.7
Provision for income taxes	(197)			(165)			(32)		19.4
Income (loss) from equity method investments	—			3			(3)		(100.0)
Net income	$	645	12.3	$	566	11.7	$	79	14.0
Diluted EPS	$	1.31		$	1.14		$	0.17	14.9

Other Financial Information2
Adjusted Income from Operations and Adjusted Operating Margin	$	817	15.6	$	737	15.2	$	80	10.9
Adjusted Diluted EPS	$	1.31		$	1.17		$	0.14	12.0


Revenues - Reportable Business Segments and Geographic Markets


Q2 2025 as compared to Q2 2024			Increase
(Dollars in millions)	$	%			CC %3
Health Sciences			90			6.2	5.3
Financial Services			100			6.9	6.0
Products and Resources			180			16.0	14.7
CMT			25			3.1	2.2
Total revenues			$	395		8.1	7.2


SG&A Expenses (Exclusive of Depreciation and Amortization Expense)


(Dollars in millions)	2025		% of Revenues	2024		% of Revenues	Increase
Total segment operating profit	$	859	16.4	$	750	15.5	$	109
Less: unallocated costs	42		0.8	42		0.9	—
Income from operations	$	817	15.6	$	708	14.6	$	109


	2025		% of Revenues	2024		% of Revenues
GAAP income from operations and operating margin	$	817	15.6	$	708	14.6

NextGen charges(1)	—		—	29		0.6
Adjusted Income from Operations and Adjusted Operating Margin	$	817	15.6	$	737	15.2

GAAP diluted EPS	$	1.31		$	1.14
Effect of above adjustments, pre-tax	—			0.06
Non-operating foreign currency exchange (gains) losses, pre-tax (2)	(0.01)			—
Tax effect of above adjustments(3)	0.01			(0.03)

Adjusted Diluted EPS	$	1.31		$	1.17


YTD 2025 as compared to YTD 2024			Increase
(Dollars in millions)	$	%			CC %6
Health Sciences			245			8.5	8.3
Financial Services			177			6.3	6.2
Products and Resources			325			14.4	14.1
CMT			3			0.2	0.1
Total revenues			$	750		7.8	7.7


(Dollars in millions, except per share amounts)	2025		% of Revenues	2024		% of Revenues
GAAP income from operations and operating margin	$	1,670	16.1	$	1,403	14.6
(Gain) on sale of property and equipment(1)	(62)		(0.6)	—		—
NextGen charges (2)	—		—	52		0.5





Adjusted Income from Operations and Adjusted Operating Margin	$	1,608	15.5	$	1,455	15.1

GAAP diluted EPS	$	2.65		$	2.23
Effect of above adjustments, pre-tax	(0.13)			0.10
Non-operating foreign currency exchange (gains) losses, pre-tax (3)	(0.02)			(0.01)
Tax effect of above adjustments (4)	0.05			(0.02)
Adjusted Diluted EPS	$	2.55		$	2.30


Item 3. Quantitative and Qualitative Disclosures about Market Risk.


Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (in millions)
April 1, 2025 - April 30, 2025	—	$	—	—	$	3,047
May 1, 2025 -May 31, 2025	1,800,845	79.96		1,800,845	2,903
June 1, 2025 - June 30, 2025	2,654,094	79.11		2,654,094	2,693
Total	4,454,939	$	79.45	4,454,939


Annual Cash Retainer for service on the Board:	$100,000*
Additional Annual Cash Retainer for serving as Chair of the Board:	$150,000*
Additional Annual Cash Retainer for serving as Member or Chair of a committee of the Board:	Committee Member	Committee Chair**
Audit Committee	$20,000*	$35,000*
Compensation and Human Capital Committee	$15,000*	$30,000*
Finance and Strategy Committee	$15,000*	$25,000*
Governance and Sustainability Committee	$12,500*	$25,000*
Stock Elections (in lieu of Cash Retainers):	Directors may elect to have all or a portion of the Annual Cash Retainers and Additional Annual Cash Retainers (together, “Cash Retainers”) to which they become entitled paid in fully vested Class A Common Stock (“Common Stock”) in lieu of cash. Any election to receive Cash Retainers in shares must be made on or prior to the date of the Annual Meeting of Shareholders (“Annual Meeting”) immediately preceding the director year (i.e., the period from one Annual Meeting to the next Annual Meeting) with respect to which such Cash Retainers will be paid; provided, however, that a director that is newly elected to the Board (whether or not at an Annual Meeting) shall be entitled for a period of thirty (30) days following such director’s initial election to the Board to make a Stock Election for such director’s initial director year or partial director year of service, as applicable (each such deadline, as applicable, a “Due Date”). If a director is subject to tax withholding as a non-U.S. person with regards to Cash Retainers, a Stock Election will apply only with respect to the portion of the Cash Retainers to which the director is entitled after such tax withholding. The Stock Election made with respect to a director year shall be irrevocable after the applicable Due Date with respect to such director year. The number of shares of Common Stock granted will be determined by dividing the amount of the applicable Cash Retainer by the closing price of the Common Stock on the later of (i) the date the director becomes entitled to the Cash Retainer or (ii) the Due Date (in each case rounded down to nearest whole share). Notwithstanding the foregoing, a director may not make a Stock Election during a Company trading blackout period or when the director is otherwise in possession of material non-public information (in any event, a “Closed Window”).


Annual RSU Award:	Board Member	Board Chair**
	$230,000*	$280,000*
	Annual restricted stock unit (“RSU”) awards are granted as of, or as soon as practicable following, the date of the Annual Meeting or the date a new director joins the Board. The number of RSUs granted will be determined by dividing the amount set out above by the closing price of the Common Stock on the date of the Annual Meeting or the date a new director joins the Board, as applicable (rounded down to nearest whole share). 100% of the RSUs vest on the 1st anniversary of the grant date of the award.
Retirement:	Upon a director’s retirement while in good standing, the Board’s intent is to accelerate the vesting of such director’s outstanding equity awards, and may do so in its discretion.
Payment Deferral Elections	Cash Retainers, Annual RSU awards and Common Stock received in lieu of Cash Retainers may be eligible for payment deferral elections in accordance with applicable tax laws and, for Annual RSU Awards and Common Stock received in lieu of Cash Retainers (which shall be granted as “Deferred Stock Units”), the Cognizant Technology Solutions Corporation 2023 Incentive Award Plan or any successor plan (the “2023 Plan”). Such deferred Annual RSUs and Deferred Stock Units shall accrue Dividend Equivalents (as defined in the 2023 Plan) from the date of grant through settlement of such award.
Compensation Limits	All amounts received by any non-employee director under these guidelines shall be subject to the limitation contained in Section 4.6(b) of the 2023 Plan.
* Indicates that this compensation element will be paid on a pro rata basis for new members of the Board of Directors or a committee or a new Chair of the Board or a committee in the initial year of service, calculated based on the length of service during the twelve-month period following the Company’s most recent Annual Meeting. In addition, each of the indicated cash retainers is paid in advance on an annual basis following the Annual Meeting (or if not elected at an Annual Meeting, within 30 days after election to the Board of Directors), provided, that payments may be delayed in the discretion of the Board (but in no event beyond the end of the calendar year in which they would otherwise be payable) to accommodate Stock Elections delayed by a Closed Window.
** Committee chairs and the Board chair receive the chair retainer/award and not the member retainer/award.