(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) | (Zip Code) | |||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
$0.01 par value per share | ||
Emerging growth company | |
Item 2.02. | Results of Operations and Financial Condition. |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
• | A cash retainer of $25,082 (the pro-rated portion of the $90,000 annual cash retainer amount paid to all directors for service between the 2019 and 2020 annual meetings of stockholders of the Company); |
• | The grant of a number of restricted stock units equal in value to $58,525 as measured by the closing price of the Company’s Class A Common Stock, par value $0.01 per share on February 24, 2020 (rounded down to the nearest whole share), with such stock grant to vest on February 24, 2021 (such grant being the pro-rated portion of the $210,000 in restricted stock units, based on fair market value on date of grant, granted to all directors for service between the 2019 and 2020 annual meetings of stockholders of the Company); and |
• | For service on any committee of the Board Ms. Bali may be appointed to, $1,500 per meeting (excluding telephonic meetings of 30 minutes or less). |
Item 7.01. | Regulation FD Disclosure. |
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description | |
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
* | The information in Item 2.02, Item 7.01, Exhibit 99.1 and Exhibit 99.2 of this current report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. |
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION | |
By: | /s/ Karen McLoughlin |
Name: | Karen McLoughlin |
Title: | Chief Financial Officer |

Glenpointe Centre West | ||||
500 Frank W. Burr Blvd. | ||||
Teaneck, NJ 07666 | ||||
• | Quarterly revenue increased to $4.3 billion, up 3.8% (4.2% in constant currency1) from the year-ago quarter. |
• | GAAP operating margin was 14.6% compared to 16.8% in the year-ago quarter. |
• | Adjusted Operating Margin1 was 17.0%, flat compared to the year-ago quarter. |
• | Net income was $395 million compared to $648 million in the year-ago quarter. |
• | Quarterly GAAP diluted EPS was $0.72 compared to $1.12 in the year-ago quarter. |
• | Quarterly Adjusted Diluted EPS1 was $1.07 compared to $0.98 in the year-ago quarter. |
• | Revenue increased to $16.8 billion, up 4.1% (5.2% in constant currency) from 2018. |
• | GAAP operating margin was 14.6% compared to 17.4% in 2018. |
• | Adjusted Operating Margin was 16.6% compared to 18.1% in 2018. |
• | Net income was $1.8 billion compared to $2.1 billion in 2018. |
• | GAAP diluted EPS was $3.29 compared to $3.60 in 2018. |
• | Adjusted Diluted EPS was $3.99 compared to $4.02 in 2018. |
▪ | First quarter 2020 year-over-year revenue growth in the range of 2.8-3.8% in constant currency2 which includes our estimate of a negative 60 basis points impact from the exit of certain content services business. |
▪ | Full year 2020 year-over-year revenue growth in the range of 2.0-4.0% in constant currency2 which includes our estimate of a negative 110 basis points impact from the exit of certain content services business. |
▪ | Full year 2020 Adjusted Operating Margin3 expected to be in the range of 16.0-17.0%. |
▪ | Full year 2020 Adjusted Diluted EPS3 expected to be in the range of $3.97-4.13. |
Investor Relations Contact: | Media Contact: | |||
Katie Royce | Rick Lacroix | |||
Global Head of Investor Relations | VP, Corporate Communications | |||
201-679-2739 | 201-470-8961 | |||
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenues | $ | 4,284 | $ | 4,129 | $ | 16,783 | $ | 16,125 | |||||||
Operating expenses: | |||||||||||||||
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) | 2,749 | 2,540 | 10,634 | 9,838 | |||||||||||
Selling, general and administrative expenses | 676 | 769 | 2,972 | 3,007 | |||||||||||
Restructuring charges (a) | 101 | 7 | 217 | 19 | |||||||||||
Depreciation and amortization expense | 132 | 120 | 507 | 460 | |||||||||||
Income from operations | 626 | 693 | 2,453 | 2,801 | |||||||||||
Other income (expense), net: | |||||||||||||||
Interest income | 40 | 49 | 176 | 177 | |||||||||||
Interest expense | (6 | ) | (8 | ) | (26 | ) | (27 | ) | |||||||
Foreign currency exchange gains (losses), net | (36 | ) | 81 | (65 | ) | (152 | ) | ||||||||
Other, net | 2 | — | 5 | (2 | ) | ||||||||||
Total other income (expense), net | — | 122 | 90 | (4 | ) | ||||||||||
Income before provision for income taxes | 626 | 815 | 2,543 | 2,797 | |||||||||||
Provision for income taxes | (174 | ) | (168 | ) | (643 | ) | (698 | ) | |||||||
Income (loss) from equity method investment | (57 | ) | 1 | (58 | ) | 2 | |||||||||
Net income | $ | 395 | $ | 648 | $ | 1,842 | $ | 2,101 | |||||||
Basic earnings per share | $ | 0.72 | $ | 1.12 | $ | 3.30 | $ | 3.61 | |||||||
Diluted earnings per share | $ | 0.72 | $ | 1.12 | $ | 3.29 | $ | 3.60 | |||||||
Weighted average number of common shares outstanding - Basic | 548 | 578 | 559 | 582 | |||||||||||
Dilutive effect of shares issuable under stock-based compensation plans | — | 1 | 1 | 2 | |||||||||||
Weighted average number of common shares outstanding - Diluted | 548 | 579 | 560 | 584 | |||||||||||
December 31, 2019 | December 31, 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 2,645 | $ | 1,161 | |||
Short-term investments | 779 | 3,350 | |||||
Trade accounts receivable, net (a) | 3,256 | 3,190 | |||||
Other current assets | 931 | 909 | |||||
Total current assets | 7,611 | 8,610 | |||||
Property and equipment, net | 1,309 | 1,394 | |||||
Operating lease assets, net | 926 | — | |||||
Goodwill | 3,979 | 3,481 | |||||
Intangible assets, net | 1,041 | 1,150 | |||||
Deferred income tax assets, net | 585 | 442 | |||||
Long-term investments | 17 | 80 | |||||
Other noncurrent assets | 736 | 689 | |||||
Total assets | $ | 16,204 | $ | 15,846 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 239 | $ | 215 | |||
Deferred revenue | 313 | 286 | |||||
Short-term debt | 38 | 9 | |||||
Operating lease liabilities | 202 | — | |||||
Accrued expenses and other current liabilities (a) | 2,191 | 2,200 | |||||
Total current liabilities | 2,983 | 2,710 | |||||
Deferred revenue, noncurrent | 23 | 62 | |||||
Operating lease liabilities, noncurrent | 745 | — | |||||
Deferred income tax liabilities, net | 35 | 183 | |||||
Long-term debt | 700 | 736 | |||||
Long-term income taxes payable | 478 | 478 | |||||
Other noncurrent liabilities | 218 | 253 | |||||
Total liabilities | 5,182 | 4,422 | |||||
Stockholders’ equity: | |||||||
Preferred stock, $0.10 par value, 15.0 shares authorized, none issued | — | — | |||||
Class A common stock, $0.01 par value, 1,000 shares authorized, 548 and 577 shares issued and outstanding at December 31, 2019 and 2018, respectively | 5 | 6 | |||||
Additional paid-in capital | 33 | 47 | |||||
Retained earnings | 11,022 | 11,485 | |||||
Accumulated other comprehensive income (loss) | (38 | ) | (114 | ) | |||
Total stockholders’ equity | 11,022 | 11,424 | |||||
Total liabilities and stockholders’ equity | $ | 16,204 | $ | 15,846 | |||
Three Months Ended December 31, | Twelve Months Ended December 31, | Guidance | |||||||||||||||
2019 | 2018 | 2019 | 2018 | Full Year 2020 | |||||||||||||
GAAP income from operations | $ | 626 | $ | 693 | $ | 2,453 | $ | 2,801 | |||||||||
Realignment charges(a) | 53 | 7 | 169 | 19 | |||||||||||||
Incremental accrual related to the India Defined Contribution Obligation(b) | — | — | 117 | — | |||||||||||||
2020 Fit for Growth Plan restructuring charges(c) | 48 | — | 48 | — | |||||||||||||
Initial funding of Cognizant U.S. Foundation (d) | — | — | — | 100 | |||||||||||||
Adjusted Income From Operations | $ | 727 | $ | 700 | $ | 2,787 | $ | 2,920 | |||||||||
GAAP operating margin | 14.6 | % | 16.8 | % | 14.6 | % | 17.4 | % | |||||||||
Realignment charges | 1.3 | 0.2 | 1.0 | 0.1 | 0.2% - 0.4% | ||||||||||||
Incremental accrual related to the India Defined Contribution Obligation | — | — | 0.7 | — | (b) | ||||||||||||
2020 Fit for Growth Plan restructuring charges | 1.1 | — | 0.3 | — | 0.5% - 0.9% | ||||||||||||
Initial funding of Cognizant U.S. Foundation | — | — | — | 0.6 | — | ||||||||||||
Adjusted Operating Margin | 17.0 | % | 17.0 | % | 16.6 | % | 18.1 | % | approximately 16.0% - 17.0% | ||||||||
GAAP diluted earnings per share | $ | 0.72 | $ | 1.12 | $ | 3.29 | $ | 3.60 | |||||||||
Effect of above adjustments, pre-tax | 0.18 | 0.01 | 0.60 | 0.20 | (a), (b), (c) | ||||||||||||
Non-operating foreign currency exchange (gains) losses, pre-tax(e) | 0.08 | (0.14 | ) | 0.11 | 0.26 | (e) | |||||||||||
Tax effect of above adjustments (f) | (0.05 | ) | (0.01 | ) | (0.15 | ) | (0.03 | ) | (a), (b), (c), (e) | ||||||||
Effect of the equity method investment impairment(g) | 0.10 | — | 0.10 | — | |||||||||||||
Effect of the India Tax Law (h) | 0.04 | — | 0.04 | — | |||||||||||||
Effect of adjustment to the one-time income tax expense related to the Tax Reform Act (i) | — | — | — | (0.01 | ) | ||||||||||||
Adjusted Diluted Earnings Per Share | $ | 1.07 | $ | 0.98 | $ | 3.99 | $ | 4.02 | $3.97 - $4.13 | ||||||||
(a) | During the three months ended December 31, 2019, we incurred $53 million in realignment charges that include $4 million in employee separation costs, $27 million in employee retention costs and $22 million in third party realignment costs. During the year ended December 31, 2019, we incurred $169 million of realignment charges that include $64 million of employee separation costs, $22 million of costs associated with our CEO transition and the departure of our president, $45 million of employee retention costs and $38 million in third party realignment costs. The total costs related to the realignment are reported in "Restructuring charges" in our unaudited consolidated statements of operations. Our guidance anticipates pre-tax realignment charges in the range of $0.08 to $0.11 per diluted share for the full year 2020. The tax effect of these realignment charges is expected to be in the range of $0.02 to $0.03 per diluted share for the full year 2020. |
(b) | In the first quarter of 2019, a ruling of the Supreme Court of India interpreting certain statutory defined contribution obligations of employees and employers (the “India Defined Contribution Obligation”) altered historical understandings of such obligations, extending them to cover additional portions of the employee’s income. As a result, the ongoing contributions of our affected employees and the Company are required to be increased. In the first quarter of 2019, we accrued $117 million with respect to prior periods, assuming retroactive application of the Supreme Court’s ruling. There is significant uncertainty as to how the liability should be calculated as it is impacted by multiple variables, including the period of assessment, the application with respect to certain current and former employees and whether interest and penalties may be assessed. Since the ruling, a variety of trade associations and industry groups have advocated to the Indian government, highlighting the harm to the information technology sector, other industries and job growth in India that would result from a retroactive application of the ruling. It is possible that the Indian government will review the matter and there is a substantial question as to whether the Indian government will apply the Supreme Court’s ruling on a retroactive basis. As such, the ultimate amount of our |
(c) | During the three months and year ended December 31, 2019, we incurred $48 million in restructuring charges, as part of our 2020 Fit for Growth Plan, that include $45 million in employee separation costs, $2 million in employee retention costs and $1 million in third party costs. The charges described above include $5 million of costs incurred in 2019 related to our exit from certain content-related services. The total costs related to the 2020 Fit for Growth Plan are reported in "Restructuring charges" in our unaudited consolidated statements of operations. Our guidance anticipates pre-tax charges in the range of $0.17 to $0.27 per diluted share for the full year 2020. The tax effect of these charges is expected to be in the range of $0.04 to $0.07 per diluted share for the full year 2020. |
(d) | In the second quarter of 2018, we provided $100 million of initial funding to Cognizant U.S. Foundation. This cost is reported in "Selling, general and administrative expenses" in our unaudited consolidated statement of operations. |
(e) | 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. Non-operating foreign currency exchange gains and losses are subject to high variability and low visibility and therefore cannot be provided on a forward-looking basis without unreasonable efforts. |
(f) | Presented below are the tax impacts of each of our non-GAAP adjustments to pre-tax income: |
Three Months Ended December 31 | Twelve Months Ended December 31 | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(in millions) | (in millions) | ||||||||||||||
Non-GAAP income tax benefit (expense) related to: | |||||||||||||||
Realignment charges | $ | 13 | $ | 2 | $ | 43 | $ | 5 | |||||||
Foreign currency exchange gains (losses) | — | 3 | (1 | ) | (12 | ) | |||||||||
2020 Fit for Growth Plan restructuring charges | $ | 13 | $ | — | $ | 13 | $ | — | |||||||
Incremental accrual related to the India Defined Contribution Obligation | — | — | 31 | — | |||||||||||
Cognizant U.S. Foundation funding | — | — | — | 28 | |||||||||||
(g) | As a result of recent events, indicating one of our equity method investments experienced an other-than-temporary impairment, we assessed its fair value and determined that the carrying value exceeded the fair value and therefore recorded an impairment charge of $57 million in the fourth quarter of 2019 within the caption "Income (loss) from equity method investments" in our consolidated statements of operations. |
(h) | In December 2019, the Government of India enacted a new tax regime ("India Tax Law") effective retroactively to April 1, 2019 that enables domestic companies to elect to be taxed at a lower income tax rate of 25.17%, as compared to the current income tax rate of 34.94%. Once a company elects into the lower income tax rate, a company may not benefit from any tax holidays associated with Special Economic Zones and certain other tax incentives, including Minimum Alternative Tax credit carryforwards, and may not reverse its election. As a result of the enactment of the India Tax Law, we recorded a one-time net income tax expense of $21 million due to the revaluation to the lower income tax rate of our India net deferred income tax assets that are expected to reverse after we elect into the new tax regime. |
(i) | In the third quarter of 2018, we finalized our calculation of the one-time net income tax expense related to the enactment of the Tax Cuts and Jobs Act ("Tax Reform Act") and recognized a $5 million income tax benefit, which reduced our provision for income taxes. |
Three Months Ended December 31, 2019 | ||||||||||||
Year over Year | ||||||||||||
$ | % of total | % Change | Constant Currency % Change (a) | |||||||||
Revenues by Segment: | ||||||||||||
Financial Services | $ | 1,468 | 34.3 | % | 1.2 | % | 1.5 | % | ||||
Healthcare | 1,221 | 28.5 | % | 1.6 | % | 1.8 | % | |||||
Products and Resources | 963 | 22.4 | % | 8.1 | % | 8.6 | % | |||||
Communications, Media and Technology | 632 | 14.8 | % | 8.0 | % | 9.0 | % | |||||
Total Revenues | $ | 4,284 | 3.8 | % | 4.2 | % | ||||||
Revenues by Geography: | ||||||||||||
North America | $ | 3,241 | 75.7 | % | 3.1 | % | 3.1 | % | ||||
United Kingdom | 337 | 7.9 | % | 2.1 | % | 2.7 | % | |||||
Continental Europe | 429 | 10.0 | % | 4.6 | % | 7.4 | % | |||||
Europe - Total | 766 | 17.9 | % | 3.5 | % | 5.3 | % | |||||
Rest of World | 277 | 6.4 | % | 13.1 | % | 14.5 | % | |||||
Total Revenues | $ | 4,284 | 3.8 | % | 4.2 | % | ||||||
Twelve Months Ended December 31, 2019 | ||||||||||||
Year over Year | ||||||||||||
$ | % of total | % Change | Constant Currency % Change (a) | |||||||||
Revenues by Segment: | ||||||||||||
Financial Services | $ | 5,869 | 35.0 | % | 0.4 | % | 1.6 | % | ||||
Healthcare | 4,695 | 28.0 | % | 0.6 | % | 1.0 | % | |||||
Products and Resources | 3,770 | 22.4 | % | 10.4 | % | 12.0 | % | |||||
Communications, Media and Technology | 2,449 | 14.6 | % | 11.5 | % | 13.1 | % | |||||
Total Revenues | $ | 16,783 | 4.1 | % | 5.2 | % | ||||||
Revenues by Geography: | ||||||||||||
North America | $ | 12,726 | 75.8 | % | 3.5 | % | 3.6 | % | ||||
United Kingdom | 1,313 | 7.8 | % | 3.1 | % | 7.1 | % | |||||
Continental Europe | 1,691 | 10.1 | % | 8.2 | % | 13.3 | % | |||||
Europe - Total | 3,004 | 17.9 | % | 5.9 | % | 10.5 | % | |||||
Rest of World | 1,053 | 6.3 | % | 5.8 | % | 9.8 | % | |||||
Total Revenues | $ | 16,783 | 4.1 | % | 5.2 | % | ||||||
Employee Metrics: | December 31, 2019 | December 31, 2018 | ||||
Number of employees | 292,500 | 281,600 | ||||
(a) | Constant currency revenue growth is not a measurement of financial performance prepared in accordance with GAAP. See “About Non-GAAP Financial Measures” for more information. |
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Cash flows from operating activities: | |||||||||||||||
Net income | $ | 395 | $ | 648 | $ | 1,842 | $ | 2,101 | |||||||
Adjustments for non-cash income and expenses | 155 | 85 | 556 | 898 | |||||||||||
Changes in assets and liabilities | 388 | (31 | ) | 101 | (407 | ) | |||||||||
Net cash provided by operating activities | 938 | 702 | 2,499 | 2,592 | |||||||||||
Cash flows from investing activities: | |||||||||||||||
Purchases of property and equipment | (93 | ) | (96 | ) | (392 | ) | (377 | ) | |||||||
Net (purchases) sales of investments | (43 | ) | 178 | 2,597 | (139 | ) | |||||||||
Payments for business combinations, net of cash acquired | (239 | ) | (632 | ) | (617 | ) | (1,111 | ) | |||||||
Net cash (used in) provided by investing activities | (375 | ) | (550 | ) | 1,588 | (1,627 | ) | ||||||||
Cash flows from financing activities: | |||||||||||||||
Repurchases of common stock | (163 | ) | (267 | ) | (2,247 | ) | (1,261 | ) | |||||||
Net change in borrowings and finance lease and earnout obligations | (12 | ) | 19 | (28 | ) | (145 | ) | ||||||||
Dividends paid | (110 | ) | (116 | ) | (453 | ) | (468 | ) | |||||||
Issuance of common stock under stock-based compensation plans | 32 | 39 | 159 | 181 | |||||||||||
Net cash (used in) financing activities | (253 | ) | (325 | ) | (2,569 | ) | (1,693 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents | (8 | ) | (5 | ) | (34 | ) | (36 | ) | |||||||
Increase (decrease) in cash and cash equivalents | 302 | (178 | ) | 1,484 | (764 | ) | |||||||||
Cash and cash equivalents, beginning of period | 2,343 | 1,339 | 1,161 | 1,925 | |||||||||||
Cash and cash equivalents, end of period | $ | 2,645 | $ | 1,161 | $ | 2,645 | $ | 1,161 | |||||||
Three Months Ended | |||||||
Stock Repurchases under Board of Directors' authorized stock repurchase program: | December 31, 2019 | December 31, 2018 | |||||
Number of shares repurchased | 2.5 | 3.6 | |||||
Remaining authorized balance | $ | 369 | |||||
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net cash provided by operating activities | $ | 938 | $ | 702 | $ | 2,499 | $ | 2,592 | |||||||
Purchases of property and equipment | (93 | ) | (96 | ) | (392 | ) | (377 | ) | |||||||
Free cash flow | $ | 845 | $ | 606 | $ | 2,107 | $ | 2,215 | |||||||