EPAM Systems, Inc 8-K, filed Nov 5, 2026
EPAM Systems, Inc. (EPAM)
8-K
2026-11-05
For: 2026-11-05
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Added on
November 05, 2026
About this 8-K
EPAM Systems, Inc filed this 8-K on November 5, 2026.
EPAM reported third-quarter revenue of $1.426 billion, up 2.3%, and GAAP diluted EPS of $2.53. Its board authorized up to $1.8 billion in repurchases, and the company plans a $500 million accelerated repurchase. AI summary
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 5, 2026
(Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
| Not Applicable | ||||||||
| (Former name or former address, if changed since last report) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| 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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2026, EPAM Systems, Inc. (the “Company” or “EPAM”) issued a press release and an infographic discussing its results of operations for the third quarter ended September 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02.
The information in this report, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise be subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as expressly stated by specific reference in such a filing.
Item 8.01. Other Events.
On November 5, 2026, EPAM issued a press release including the announcement that its Board of Directors approved a common stock repurchase program, authorizing EPAM to repurchase up to $1.8 billion of EPAM common stock, replacing the previous $1 billion authorization approved in October 2025. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 5, 2026
| By: | /s/ Jason Peterson | |||||||
| Name: | Jason Peterson | |||||||
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |||||||
Exhibit 99.1
EPAM Reports Results for Third Quarter 2026
•Third quarter revenues of $1.426 billion, up 2.3% year-over-year and 2.5% on an organic constant currency basis
•Third quarter GAAP income from operations increased to 12.3% of revenues from 10.4%, and non-GAAP income from operations increased to 16.7% of revenues from 16.0%, on a year-over-year basis
•Third quarter GAAP diluted EPS of $2.53, an increase of $0.62, or 32.5%, and non-GAAP diluted EPS of $3.51, an increase of $0.43, or 14.0%, on a year-over-year basis
•Increased share repurchase authorization by $1.5 billion, bringing the total remaining authorization to $1.8 billion, and plans to enter a $500 million accelerated share repurchase next week
•EPAM commits to return at least 50% of free cash flow to shareholders annually from 2027 through 2029
•For the full year, EPAM now expects the year-over-year revenue growth rate to be in the range of 3.5% to 3.7% and now expects the year-over-year revenue growth rate on an organic constant currency basis to be in the range of 2.5% to 2.7%
•For the full year, EPAM now expects its GAAP diluted EPS to be in the range of $8.41 to $8.49, and non-GAAP diluted EPS to be in the range of $13.23 to $13.31
Newtown, PA, USA — November 5, 2026 — EPAM Systems, Inc. (NYSE: EPAM), a leading digital and AI transformation company, today announced results for its third quarter ended September 30, 2026.
“We delivered a strong quarter, with better-than-expected results, continued margin expansion, AI-native momentum and traction in our transformation strategy,” said Balazs Fejes, CEO & President, EPAM. “We continued to scale our strategic partnerships and forward-deployed engineering network, launched our new Frontier AI Services and increased capital return to shareholders.”
Third Quarter 2026 Highlights
•Revenues increased to $1.426 billion, a year-over-year increase of $32.1 million, or 2.3%. On an organic constant currency basis, revenues were up 2.5% compared to the third quarter of 2025;
•GAAP income from operations was $175.9 million, an increase of $31.0 million, or 21.4%, compared to $144.9 million in the third quarter of 2025. As a percentage of revenues, GAAP income from operations increased to 12.3% from 10.4% in the third quarter of 2025;
•Non-GAAP income from operations was $238.4 million, an increase of $15.6 million, or 7.0%, compared to $222.8 million in the third quarter of 2025. As a percentage of revenues, non-GAAP income from operations increased to 16.7% from 16.0% in the third quarter of 2025;
•Diluted earnings per share (“EPS”) on a GAAP basis was $2.53, an increase of $0.62, or 32.5%, compared to $1.91 in the third quarter of 2025; and
•Non-GAAP diluted EPS was $3.51, an increase of $0.43, or 14.0%, compared to $3.08 in the third quarter of 2025.
Cash Flow and Other Metrics
•Cash provided by operating activities was $288.8 million for the three months ended September 30, 2026, compared to cash provided by operating activities of $294.7 million for the three months ended September 30, 2025;
•Cash provided by operating activities was $250.1 million for the first nine months of 2026, compared to cash provided by operating activities of $372.0 million for the first nine months of 2025;
•Cash, cash equivalents and restricted cash totaled $969.9 million as of September 30, 2026, a decrease of $331.4 million, or 25.5%, from $1.301 billion as of December 31, 2025; and
•Total headcount was approximately 63,650 as of September 30, 2026. Included in this number were approximately 57,350 delivery professionals, an increase of 1.2% from June 30, 2026.
Capital Allocation
•EPAM has returned approximately $1.7 billion to shareholders since the initiation of the Company’s repurchase programs in 2023.
•The Company spent approximately $489 million on share repurchases during the first nine months of 2026 under its share repurchase program, which included approximately $80 million during the third quarter.
•During the week of November 9, 2026, EPAM expects to enter into a $500 million accelerated share repurchase (Q4 ASR). The Company intends to fund the share repurchase under the Q4 ASR using cash on hand and borrowings under its existing credit facility.
•The Company is committed to returning at least 50% of its free cash flows to shareholders annually from 2027 through 2029.
•In support of this three-year capital return commitment and the Q4 ASR, the Board of Directors approved up to $1.5 billion1 in incremental repurchase authorization.
____________________
1On September 30, 2026, the Board of Directors terminated and replaced the existing repurchase program (including its remaining $293 million authorization) with a new share repurchase program for up to $1.8 billion of the Company’s outstanding common stock through December 31, 2029. The Company may repurchase shares of its common stock on a discretionary basis from time to time through open-market purchases, privately negotiated transactions or other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of common stock.
2026 Outlook - Full Year and Fourth Quarter
Full Year
EPAM expects the following for the full year:
•The Company now expects the year-over-year revenue growth rate to be in the range of 3.5% to 3.7% for 2026 and now expects the year-over-year revenue growth rate on an organic constant currency basis to be in the range of 2.5% to 2.7%;
•For the full year, EPAM now expects GAAP income from operations to be in the range of 10.7% to 10.9% of revenues and non-GAAP income from operations to be in the range of 15.9% to 16.1% of revenues;
•The Company continues to expect its GAAP effective tax rate to be approximately 27% and its non-GAAP effective tax rate to be approximately 24%; and
•EPAM now expects GAAP diluted EPS to be in the range of $8.41 to $8.49 and non-GAAP diluted EPS to be in the range of $13.23 to $13.31. The Company now expects weighted average diluted shares outstanding for the year to be 52.0 million.
Fourth Quarter
EPAM expects the following for the fourth quarter:
•The Company expects revenues will be in the range of $1.405 billion to $1.420 billion for the fourth quarter, reflecting a year-over-year change of (0.2)% to 0.9%. The Company expects the year-over-year revenue growth rate on an organic constant currency basis to be 0.5% to 1.6%;
•For the fourth quarter, EPAM expects GAAP income from operations to be in the range of 11.5% to 12.5% of revenues and non-GAAP income from operations to be in the range of 16.0% to 17.0% of revenues;
•The Company expects its GAAP effective tax rate to be approximately 26% and its non-GAAP effective tax rate to be approximately 24%; and
•EPAM expects GAAP diluted EPS will be in the range of $2.43 to $2.51 for the quarter, and non-GAAP diluted EPS will be in the range of $3.50 to $3.58 for the quarter. The Company expects weighted average diluted shares outstanding for the quarter to be 49.9 million.
Conference Call Information
EPAM will host a conference call to discuss the results on Thursday, November 5, 2026, at 8:00 a.m. ET. The conference call will be available live on the EPAM website at https://investors.epam.com. Please visit the website at least 15 minutes prior to the call to register for the event. For those who cannot access the live webcast, a replay will be available in the Investor Relations section of the website.
About EPAM Systems
EPAM (NYSE:EPAM) is a global leader in AI transformation engineering and integrated consulting, serving Forbes Global 2000 companies and ambitious startups. With over thirty years of expertise in custom software, product and platform engineering, EPAM empowers organizations to become AI-Native enterprises, driving measurable value from innovation and digital investments. Recognized by industry benchmarks and leading analysts as a leader in AI, EPAM delivers globally while engaging locally, making the future real for clients, partners, and employees.
We are proud to be recognized by Forbes, Glassdoor, Newsweek, Time Magazine, Great Place to Work and kununu as a Most Loved Workplace around the world.
Learn more at www.epam.com and follow us on LinkedIn.
Non-GAAP Financial Measures
EPAM supplements results reported in accordance with United States generally accepted accounting principles, referred to as GAAP, with non-GAAP financial measures. Management believes these measures help illustrate underlying trends in EPAM’s business and uses the measures to establish budgets and operational goals, communicate internally and externally, for managing EPAM’s business and evaluating its performance. Management also believes these measures help investors compare EPAM’s operating performance with its results in prior periods. EPAM anticipates that it will continue to report both GAAP and certain non-GAAP financial measures in its financial results, including non-GAAP results that exclude stock-based compensation expenses, acquisition-related costs including amortization of acquired intangible assets, impairment of assets, expenses associated with EPAM's humanitarian commitment to its professionals in Ukraine, employee separation costs incurred in connection with restructuring programs, certain other one-time charges and benefits, changes in fair value of contingent consideration, foreign exchange gains and losses, excess tax benefits and tax shortfalls related to stock-based compensation, and the related effect on income taxes of the pre-tax adjustments. Management also compares revenues on an “organic constant currency basis,” which is a non-GAAP financial measure. This measure excludes the effect of acquisitions by removing revenues from an acquired company in the twelve months after completing an acquisition and foreign currency exchange rate fluctuations by translating current period revenues into U.S. dollars at the weighted average exchange rates of the prior period of comparison. Because EPAM’s reported non-GAAP financial measures are not calculated in accordance with GAAP, these measures are not comparable to GAAP and may not be comparable to similarly described non-GAAP measures reported by other companies within EPAM’s industry. Consequently, EPAM’s non-GAAP financial measures should not be evaluated in isolation or supplant comparable GAAP measures, but rather, should be considered together with the information in EPAM’s consolidated financial statements, which are prepared in accordance with GAAP.
Forward-Looking Statements
This press release includes estimates and statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our business and operations. These statements may include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate”or similar expressions. Those future events and trends may relate to, among other things, developments relating to the war in Ukraine and escalation of the war in the surrounding region, political and civil unrest or military action in the geographies where we conduct business and operate, difficult conditions in global capital markets, foreign exchange markets, global trade and the broader economy, the adoption and implementation of artificial intelligence technologies by EPAM and its clients, and the effect that these events may have on client demand and our revenues, operations, access to capital, and profitability. Other factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, the risk factors discussed in the Company's most recent Annual Report on Form 10-K and the factors discussed in the Company's Quarterly Reports on Form 10-Q, particularly under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”and other filings with the Securities and Exchange Commission. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made based on information currently available to us. EPAM undertakes 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 law.
Contact:
EPAM Systems, Inc.
Mike Rowshandel, Head of Investor Relations
Phone: +1-267-759-9000 x393336
Email: mike_rowshandel@epam.com
EPAM SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | 1,426,430 | $ | 1,394,373 | $ | 4,241,258 | $ | 4,049,508 | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization) | 980,493 | 983,169 | 2,977,744 | 2,899,189 | |||||||||||||||||||
| Selling, general and administrative expenses | 237,389 | 234,948 | 722,336 | 685,546 | |||||||||||||||||||
| Depreciation and amortization expense | 32,620 | 31,313 | 96,260 | 94,024 | |||||||||||||||||||
| Income from operations | 175,928 | 144,943 | 444,918 | 370,749 | |||||||||||||||||||
| Interest and other income (loss), net | (907) | 2,302 | (1,146) | 11,635 | |||||||||||||||||||
| Foreign exchange gain (loss) | 1,315 | (3,627) | (6,237) | (20,581) | |||||||||||||||||||
| Income before provision for income taxes | 176,336 | 143,618 | 437,535 | 361,803 | |||||||||||||||||||
| Provision for income taxes | 46,025 | 36,802 | 121,724 | 93,479 | |||||||||||||||||||
| Net income | $ | 130,311 | $ | 106,816 | $ | 315,811 | $ | 268,324 | |||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | 2.53 | $ | 1.92 | $ | 6.02 | $ | 4.77 | |||||||||||||||
| Diluted | $ | 2.53 | $ | 1.91 | $ | 6.00 | $ | 4.75 | |||||||||||||||
| Shares used in calculation of net income per share: | |||||||||||||||||||||||
| Basic | 51,428 | 55,557 | 52,464 | 56,214 | |||||||||||||||||||
| Diluted | 51,469 | 55,817 | 52,630 | 56,534 | |||||||||||||||||||
EPAM SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except par value)
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
Assets | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 965,173 | $ | 1,296,077 | |||||||
Trade receivables and contract assets, net of allowance of $3,565 and $6,350, respectively | 1,213,416 | 1,108,201 | |||||||||
| Prepaid and other current assets | 154,661 | 129,610 | |||||||||
Total current assets | 2,333,250 | 2,533,888 | |||||||||
| Property and equipment, net | 203,116 | 202,387 | |||||||||
| Operating lease right-of-use assets, net | 117,965 | 114,875 | |||||||||
| Intangible assets, net | 352,892 | 406,586 | |||||||||
| Goodwill | 1,201,921 | 1,210,564 | |||||||||
| Deferred tax assets | 302,347 | 295,115 | |||||||||
| Other noncurrent assets | 171,138 | 138,721 | |||||||||
Total assets | $ | 4,682,629 | $ | 4,902,136 | |||||||
Liabilities | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ | 36,840 | $ | 55,329 | |||||||
| Accrued compensation and benefits expenses | 567,546 | 608,232 | |||||||||
| Accrued expenses and other current liabilities | 188,604 | 250,688 | |||||||||
| Income taxes payable, current | 12,854 | 25,520 | |||||||||
| Operating lease liabilities, current | 38,195 | 37,173 | |||||||||
Total current liabilities | 844,039 | 976,942 | |||||||||
| Long-term debt | 25,000 | 25,034 | |||||||||
| Operating lease liabilities, noncurrent | 83,133 | 81,497 | |||||||||
| Deferred tax liabilities, noncurrent | 73,348 | 76,969 | |||||||||
| Other noncurrent liabilities | 62,334 | 63,886 | |||||||||
Total liabilities | 1,087,854 | 1,224,328 | |||||||||
Commitments and contingencies | |||||||||||
| Equity | |||||||||||
Stockholders’ equity | |||||||||||
Common stock, $0.001 par value; 160,000 shares authorized; 50,883 shares issued and outstanding at September 30, 2026, and 54,274 shares issued and outstanding at December 31, 2025 | 51 | 54 | |||||||||
Additional paid-in capital | 1,528,262 | 1,390,423 | |||||||||
Retained earnings | 2,085,240 | 2,268,204 | |||||||||
| Accumulated other comprehensive income (loss) | (19,360) | 18,545 | |||||||||
| Total EPAM Systems, Inc. stockholders’ equity | 3,594,193 | 3,677,226 | |||||||||
| Noncontrolling interest in consolidated subsidiaries | 582 | 582 | |||||||||
| Total equity | 3,594,775 | 3,677,808 | |||||||||
Total liabilities and equity | $ | 4,682,629 | $ | 4,902,136 | |||||||
EPAM SYSTEMS, INC. AND SUBSIDIARIES
Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
(Unaudited)
(In thousands, except percentages and per share amounts)
Reconciliation of year-over-year revenue growth as reported on a GAAP basis to revenue growth on an organic constant currency basis is presented in the table below:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||
Revenue growth as reported | 2.3 | % | 4.7 | % | |||||||
| Inorganic revenue | — | % | — | % | |||||||
| Foreign exchange rates | 0.2 | % | (1.6) | % | |||||||
Revenue growth on an organic constant currency basis | 2.5 | % | 3.1 | % | |||||||
Reconciliation of various income statement amounts from GAAP to non-GAAP for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||
| GAAP | Adjustments | Non-GAAP | GAAP | Adjustments | Non-GAAP | ||||||||||||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization)(1) | $ | 980,493 | $ | (21,583) | $ | 958,910 | $ | 2,977,744 | $ | (68,354) | $ | 2,909,390 | |||||||||||||||||||||||
Selling, general and administrative expenses(2) | $ | 237,389 | $ | (23,463) | $ | 213,926 | $ | 722,336 | $ | (105,777) | $ | 616,559 | |||||||||||||||||||||||
Income from operations(3) | $ | 175,928 | $ | 62,492 | $ | 238,420 | $ | 444,918 | $ | 226,904 | $ | 671,822 | |||||||||||||||||||||||
Operating margin | 12.3 | % | 4.4 | % | 16.7 | % | 10.5 | % | 5.3 | % | 15.8 | % | |||||||||||||||||||||||
Net income(4) | $ | 130,311 | $ | 50,551 | $ | 180,862 | $ | 315,811 | $ | 197,086 | $ | 512,897 | |||||||||||||||||||||||
Diluted earnings per share | $ | 2.53 | $ | 3.51 | $ | 6.00 | $ | 9.75 | |||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| GAAP | Adjustments | Non-GAAP | GAAP | Adjustments | Non-GAAP | ||||||||||||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization)(1) | $ | 983,169 | $ | (21,732) | $ | 961,437 | $ | 2,899,189 | $ | (64,505) | $ | 2,834,684 | |||||||||||||||||||||||
Selling, general and administrative expenses(2) | $ | 234,948 | $ | (37,924) | $ | 197,024 | $ | 685,546 | $ | (112,496) | $ | 573,050 | |||||||||||||||||||||||
Income from operations(3) | $ | 144,943 | $ | 77,876 | $ | 222,819 | $ | 370,749 | $ | 230,713 | $ | 601,462 | |||||||||||||||||||||||
Operating margin | 10.4 | % | 5.6 | % | 16.0 | % | 9.2 | % | 5.7 | % | 14.9 | % | |||||||||||||||||||||||
Net income(4) | $ | 106,816 | $ | 64,978 | $ | 171,794 | $ | 268,324 | $ | 198,276 | $ | 466,600 | |||||||||||||||||||||||
Diluted earnings per share | $ | 1.91 | $ | 3.08 | $ | 4.75 | $ | 8.25 | |||||||||||||||||||||||||||
| Items (1) through (4) above are detailed in the table below with the specific cross-reference noted in the appropriate item. | ||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock-based compensation expenses | $ | 21,054 | $ | 21,149 | $ | 66,740 | $ | 63,233 | |||||||||||||||
Humanitarian support in Ukraine(a) | 529 | 583 | 1,614 | 1,777 | |||||||||||||||||||
Poland R&D incentives (b) | — | — | — | (505) | |||||||||||||||||||
Total adjustments to GAAP cost of revenues(1) | 21,583 | 21,732 | 68,354 | 64,505 | |||||||||||||||||||
Stock-based compensation expenses | 21,424 | 23,455 | 72,058 | 68,385 | |||||||||||||||||||
Cost Optimization charges(c) | — | 11,028 | 27,336 | 32,614 | |||||||||||||||||||
Humanitarian support in Ukraine(a) | 2,024 | 3,375 | 6,394 | 10,389 | |||||||||||||||||||
Other acquisition-related expenses | — | 64 | 7 | 926 | |||||||||||||||||||
| One-time charges (benefits) | 15 | 2 | (18) | 182 | |||||||||||||||||||
Total adjustments to GAAP selling, general and administrative expenses(2) | 23,463 | 37,924 | 105,777 | 112,496 | |||||||||||||||||||
Amortization of acquired intangible assets | 17,446 | 18,220 | 52,773 | 53,712 | |||||||||||||||||||
Total adjustments to GAAP income from operations(3) | 62,492 | 77,876 | 226,904 | 230,713 | |||||||||||||||||||
| Foreign exchange loss (gain) | (1,315) | 3,627 | 6,237 | 20,581 | |||||||||||||||||||
Change in fair value of contingent consideration included in Interest and other income, net | 1,169 | 1,556 | 3,589 | (413) | |||||||||||||||||||
| Impairment of financial assets | 1,410 | — | 1,766 | — | |||||||||||||||||||
| Gain on financial instrument | — | (350) | — | (700) | |||||||||||||||||||
Provision for income taxes: | |||||||||||||||||||||||
Tax effect on non-GAAP adjustments | (13,232) | (17,254) | (52,360) | (55,455) | |||||||||||||||||||
Tax shortfall related to stock-based compensation | 472 | 188 | 12,064 | 751 | |||||||||||||||||||
Net discrete charge (benefit) from tax planning(d) | (445) | (665) | (1,114) | 2,799 | |||||||||||||||||||
Total adjustments to GAAP net income(4) | $ | 50,551 | $ | 64,978 | $ | 197,086 | $ | 198,276 | |||||||||||||||
(a)Humanitarian support in Ukraine includes expenses related to EPAM's $100 million humanitarian commitment in response to Russia's invasion of Ukraine to support EPAM professionals and their families in and displaced from Ukraine. These expenses are incremental to those expenses incurred prior to the crisis, clearly separable from normal operations, and not expected to recur once the crisis has subsided and operations return to normal.
(b)We have excluded from non-GAAP results the portion of the benefit from Poland R&D incentives related to qualifying activities performed in 2023 as it represents a nonrecurring one-time benefit.
(c)Cost Optimization charges include employee separation costs incurred in connection with the programs initiated in the second quarter of 2024 and second quarter of 2025. Consistent with the Company's historical non-GAAP policy, costs incurred in connection with formal restructuring initiatives have been excluded from non-GAAP results as these are attributable to targeted restructuring efforts and not expected to recur once the respective Cost Optimization program is completed.
(d)Net discrete charge (benefit) related to the implementation of tax planning to disregard certain foreign subsidiaries as separate entities for U.S. income tax purposes. Consistent with the Company's historical non-GAAP policy, the charge (benefit) related to the implementation of tax planning has been excluded from non-GAAP results as it is one-time and unusual in nature.
EPAM SYSTEMS, INC. AND SUBSIDIARIES
Reconciliations of Guidance Non-GAAP Financial Measures to Comparable GAAP Financial Measures
(Unaudited)
The below guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company’s expectations depending on factors discussed in the Company’s filings with the Securities and Exchange Commission.
Reconciliation of expected year-over-year revenue growth on a GAAP basis to expected revenue growth on an organic constant currency basis is presented in the table below:
| Fourth Quarter 2026 | Full Year 2026 | ||||||||||
Revenue growth | (0.2)% to 0.9% | 3.5% to 3.7% | |||||||||
Foreign exchange rates impact | 0.7 | % | (1.0) | % | |||||||
| Inorganic revenue growth | — | % | — | % | |||||||
Revenue growth on an organic constant currency basis | 0.5% to 1.6% | 2.5% to 2.7% | |||||||||
Reconciliation of expected GAAP to non-GAAP income from operations as a percentage of revenues is presented in the table below:
| Fourth Quarter 2026 | Full Year 2026 | ||||||||||
GAAP income from operations as a percentage of revenues | 11.5% to 12.5% | 10.7% to 10.9% | |||||||||
Stock-based compensation expenses | 3.1 | % | 3.3 | % | |||||||
Included in cost of revenues (exclusive of depreciation and amortization) | 1.5 | % | 1.6 | % | |||||||
Included in selling, general and administrative expenses | 1.6 | % | 1.7 | % | |||||||
Humanitarian support in Ukraine(a) | 0.2 | % | 0.2 | % | |||||||
Cost Optimization charges(c) | — | % | 0.5 | % | |||||||
Amortization of acquired intangible assets | 1.2 | % | 1.2 | % | |||||||
Non-GAAP income from operations as a percentage of revenues(e) | 16.0% to 17.0% | 15.9% to 16.1% | |||||||||
(e)EPAM has not included the impact of potential future one-time charges including asset impairments, unusual gains and losses, expenses incurred in connection with future cost optimization actions, and other acquisition-related expenses because the Company is unable to predict these amounts with reasonable certainty.
Reconciliation of expected GAAP to non-GAAP effective tax rate is presented in the table below:
| Fourth Quarter 2026 | Full Year 2026 | ||||||||||
GAAP effective tax rate (approximately) | 26.0 | % | 27.0 | % | |||||||
| Tax effect on non-GAAP adjustments | (1.3) | % | (0.9) | % | |||||||
Tax shortfall related to stock-based compensation | (0.7) | % | (2.2) | % | |||||||
Net discrete benefit from tax planning(d) | — | % | 0.1 | % | |||||||
Non-GAAP effective tax rate (approximately) | 24.0 | % | 24.0 | % | |||||||
Reconciliation of expected GAAP to non-GAAP diluted earnings per share is presented in the table below:
| Fourth Quarter 2026 | Full Year 2026 | ||||||||||
GAAP diluted earnings per share | $2.43 to $2.51 | $8.41 to $8.49 | |||||||||
Stock-based compensation expenses | 0.91 | 3.54 | |||||||||
Included in cost of revenues (exclusive of depreciation and amortization) | 0.44 | 1.70 | |||||||||
Included in selling, general and administrative expenses | 0.47 | 1.84 | |||||||||
Humanitarian support in Ukraine(a) | 0.08 | 0.22 | |||||||||
Cost Optimization charges(c) | — | 0.53 | |||||||||
One-time charges(e) | — | 0.03 | |||||||||
Amortization of acquired intangible assets | 0.34 | 1.34 | |||||||||
| Change in fair value of contingent consideration | — | 0.07 | |||||||||
Foreign exchange loss | 0.02 | 0.14 | |||||||||
Provision for income taxes: | |||||||||||
Tax effect on non-GAAP adjustments | (0.30) | (1.29) | |||||||||
Tax shortfall related to stock-based compensation | 0.02 | 0.26 | |||||||||
Net discrete benefit from tax planning(d) | — | (0.02) | |||||||||
Non-GAAP diluted earnings per share(e) | $3.50 to $3.58 | $13.23 to $13.31 | |||||||||