Delaware | 0-24429 | 13-3728359 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Glenpointe Centre West 500 Frank W. Burr Blvd. Teaneck, New Jersey | 07666 | |||
(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)). |
Emerging growth company | ☐ |
Item 2.02. | Results of Operations and Financial Condition. |
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description | |
99.1 |
* | The information in Item 2.02 and Exhibit 99.1 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 rose to $3.83 billion, up 10.6% from the year-ago quarter. |
• | Quarterly GAAP diluted EPS was $(0.03), compared to $0.68 in the year-ago quarter. |
• | Quarterly non-GAAP diluted EPS1 was $1.03, compared to $0.87 in the year-ago quarter. |
• | Revenue increased to $14.81 billion, up 9.8% from 2016. |
• | GAAP diluted EPS was $2.53, compared to $2.55 in 2016. |
• | Non-GAAP diluted EPS was $3.77, compared to $3.39 in 2016. |
▪ | First quarter 2018 revenue expected to be in the range of $3.88 billion to $3.92 billion. |
▪ | First quarter 2018 non-GAAP diluted EPS2 expected to be at least $1.04. |
▪ | Full year 2018 revenue expected to be in the range of $16.00 billion to $16.30 billion. |
▪ | Full year 2018 non-GAAP diluted EPS expected to be at least $4.53. |
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Revenues | $ | 3,828 | $ | 3,462 | $ | 14,810 | $ | 13,487 | |||||||
Operating expenses: | |||||||||||||||
Cost of revenues (exclusive of depreciation and amortization expense shown separately below) | 2,360 | 2,078 | 9,152 | 8,108 | |||||||||||
Selling, general and administrative expenses | 700 | 730 | 2,769 | 2,731 | |||||||||||
Depreciation and amortization expense | 111 | 93 | 408 | 359 | |||||||||||
Income from operations | 657 | 561 | 2,481 | 2,289 | |||||||||||
Other income (expense), net: | |||||||||||||||
Interest income | 36 | 29 | 133 | 115 | |||||||||||
Interest expense | (5 | ) | (4 | ) | (23 | ) | (19 | ) | |||||||
Foreign currency exchange gains (losses), net | 26 | (26 | ) | 67 | (30 | ) | |||||||||
Other, net | (1 | ) | — | (3 | ) | 2 | |||||||||
Total other income (expense), net | 56 | (1 | ) | 174 | 68 | ||||||||||
Income before provision for income taxes | 713 | 560 | 2,655 | 2,357 | |||||||||||
Provision for income taxes | (732 | ) | (144 | ) | (1,153 | ) | (805 | ) | |||||||
Income from equity method investments | 1 | — | 2 | 1 | |||||||||||
Net (loss) income | $ | (18 | ) | $ | 416 | $ | 1,504 | $ | 1,553 | ||||||
Basic (loss) earnings per share | $ | (0.03 | ) | $ | 0.69 | $ | 2.54 | $ | 2.56 | ||||||
Diluted (loss) earnings per share | $ | (0.03 | ) | $ | 0.68 | $ | 2.53 | $ | 2.55 | ||||||
Weighted average number of common shares outstanding - Basic | 589 | 607 | 593 | 607 | |||||||||||
Dilutive effect of shares issuable under stock-based compensation plans | — | 2 | 2 | 3 | |||||||||||
Weighted average number of common shares outstanding - Diluted | 589 | 609 | 595 | 610 | |||||||||||
Dividends declared per common share | $ | 0.15 | $ | — | $ | 0.45 | $ | — |
December 31, 2017 | December 31, 2016 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 1,925 | $ | 2,034 | |||
Short-term investments | 3,131 | 3,135 | |||||
Trade accounts receivable, net | 2,865 | 2,556 | |||||
Unbilled accounts receivable | 357 | 349 | |||||
Other current assets | 833 | 526 | |||||
Total current assets | 9,111 | 8,600 | |||||
Property and equipment, net | 1,324 | 1,311 | |||||
Goodwill | 2,704 | 2,554 | |||||
Intangible assets, net | 981 | 951 | |||||
Deferred income tax assets, net | 418 | 425 | |||||
Long-term investments | 235 | 62 | |||||
Other noncurrent assets | 448 | 359 | |||||
Total assets | $ | 15,221 | $ | 14,262 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 210 | $ | 175 | |||
Deferred revenue | 383 | 306 | |||||
Short-term debt | 175 | 81 | |||||
Accrued expenses and other current liabilities | 2,071 | 1,856 | |||||
Total current liabilities | 2,839 | 2,418 | |||||
Deferred revenue, noncurrent | 104 | 151 | |||||
Deferred income tax liabilities, net | 146 | 6 | |||||
Long-term debt | 698 | 797 | |||||
Long-term income taxes payable | 584 | — | |||||
Other noncurrent liabilities | 181 | 162 | |||||
Total liabilities | 4,552 | 3,534 | |||||
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, 588 and 608 shares issued and outstanding at December 31, 2017 and 2016, respectively | 6 | 6 | |||||
Additional paid-in capital | 49 | 358 | |||||
Retained earnings | 10,544 | 10,478 | |||||
Accumulated other comprehensive income (loss) | 70 | (114 | ) | ||||
Total stockholders’ equity | 10,669 | 10,728 | |||||
Total liabilities and stockholders’ equity | $ | 15,221 | $ | 14,262 |
Three Months Ended December 31, | Twelve Months Ended December 31, | Guidance | |||||||||||||||||
2017 | 2016 | 2017 | 2016 | Q1 2018 | Full Year 2018 | ||||||||||||||
GAAP income from operations | $ | 657 | $ | 561 | $ | 2,481 | $ | 2,289 | |||||||||||
Add: Stock-based compensation expense (a) | 60 | 52 | 221 | 217 | |||||||||||||||
Add: Acquisition-related charges (b) | 34 | 36 | 138 | 130 | |||||||||||||||
Add: Realignment charges (c) | 3 | — | 72 | — | |||||||||||||||
Non-GAAP income from operations | $ | 754 | $ | 649 | $ | 2,912 | $ | 2,636 | |||||||||||
GAAP operating margin | 17.2 | % | 16.2 | % | 16.8 | % | 17.0 | % | |||||||||||
Effect of stock-based compensation expense | 1.6 | 1.5 | 1.5 | 1.6 | 1.5% - 1.6% | ||||||||||||||
Effect of acquisition-related charges | 0.8 | 1.0 | 0.9 | 0.9 | (b) | ||||||||||||||
Effect of realignment charges | 0.1 | — | 0.5 | — | (c) | ||||||||||||||
Non-GAAP operating margin(i) | 19.7 | % | 18.7 | % | 19.7 | % | 19.5 | % | approximately 21.0% | ||||||||||
GAAP diluted (loss) earnings per share | $ | (0.03 | ) | $ | 0.68 | $ | 2.53 | $ | 2.55 | ||||||||||
Effect of above operating adjustments, pre-tax | 0.16 | 0.14 | 0.72 | 0.57 | (a), (b), (c) | (a), (b), (c) | |||||||||||||
Effect of non-operating foreign currency exchange (gains) losses, pre-tax (d) | (0.04 | ) | 0.05 | (0.12 | ) | 0.04 | (d) | (d) | |||||||||||
Tax effect of non-GAAP adjustments to pre-tax income (e) | (0.10 | ) | (0.04 | ) | (0.31 | ) | (0.16 | ) | (a), (b), (c), (d) | (a), (b), (c), (d) | |||||||||
Effect of recognition of income tax benefit related to an uncertain tax position (f) | — | — | (0.09 | ) | — | — | — | ||||||||||||
Effect of incremental income tax expense related to the Tax Reform Act (g) | 1.04 | — | 1.04 | — | (g) | (g) | |||||||||||||
Effect of incremental income tax expense related to the India Cash Remittance (h) | — | 0.04 | — | 0.39 | — | — | |||||||||||||
Non-GAAP diluted earnings per share(i) | $ | 1.03 | $ | 0.87 | $ | 3.77 | $ | 3.39 | at least $1.04 | at least $4.53 |
(a) | Stock-based compensation expense reported in: |
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Cost of revenues | $ | 14 | $ | 14 | $ | 55 | $ | 53 | |||||||
Selling, general and administrative expenses | 46 | 38 | 166 | 164 |
(b) | Acquisition-related charges include, when applicable, amortization of purchased intangible assets included in the depreciation and amortization expense line on our consolidated statements of operations, external deal costs, acquisition-related retention bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired intangible assets and other acquisition-related costs. We cannot provide acquisition-related charges on a forward-looking basis without unreasonable effort as such charges may fluctuate based on the timing, size, and complexity of future acquisitions as well as other uncertainty inherent in mergers and acquisitions. |
(c) | Realignment charges include severance costs, including costs associated with the voluntary separation program, or VSP, lease termination costs, and advisory fees related to non-routine shareholder matters and to the development of our realignment and return of capital programs, as applicable. The total costs related to the realignment are reported in "Selling, general and administrative expenses" in our consolidated statements of operations. We believe we have incurred most of the costs related to our realignment program in 2017. However, as we continue to evaluate our realignment program, additional expenses may arise in 2018. We cannot provide realignment charges on a forward-looking basis without unreasonable effort as the amount and timing of such charges are uncertain. |
(d) | Non-operating foreign currency exchange gains are inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes, reported in "Foreign currency exchange gains (losses), net" in our 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. |
(e) | 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, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Non-GAAP income tax benefit (expense) related to: | |||||||||||||||
Stock-based compensation expense | $ | 41 | $ | 12 | $ | 101 | $ | 49 | |||||||
Acquisition-related charges | 13 | 12 | 48 | 46 | |||||||||||
Realignment charges | 1 | — | 25 | — | |||||||||||
Foreign currency exchange gains (losses) | 6 | 2 | 10 | 5 |
(f) | During the three months ended March 31, 2017, we recognized an income tax benefit previously unrecognized in our consolidated financial statements related to a specific uncertain tax position of $55 million. The recognition of the benefit in the first quarter of 2017 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. |
(g) | On December 22, 2017 the U.S. Tax Cuts and Jobs Act, or Tax Reform Act, was signed into law. In connection with the enactment of the Tax Reform Act, we recorded a one-time provisional net income tax expense of $617 million comprised of: (i) the one-time transitional tax expense on accumulated undistributed earnings of foreign subsidiaries of $635 million, (ii) foreign and U.S. state income tax expense that will be applicable upon repatriation of the accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, of $53 million, partially offset by (iii) an income tax benefit of $71 million resulting from the revaluation of U.S. net deferred income tax liabilities to the new lower U.S. income tax rate. The one-time incremental income tax expense reflects certain assumptions based upon our interpretation of the Tax Reform Act as of January 18, 2018 and may change, possibly materially, as we receive additional clarification and guidance and as the interpretation of the Tax Reform Act evolves over time. Any additional changes would be reflected as a non-GAAP adjustment in the period in which they are recorded. However, such amounts cannot be provided on a forward looking basis without unreasonable effort. |
(h) | In May 2016, our principal operating subsidiary in India repurchased shares from its shareholders, which are non-Indian Cognizant entities, valued at $2.8 billion. As a result of this transaction, we incurred an incremental income tax expense of $238 million in the year ended December 31 2016, of which $24 million was incurred in the three months ended December 31, 2016. |
(i) | In 2018, we intend to set up and provide $100 million of initial funding to Cognizant U.S. Foundation. We expect to exclude from our non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per share the expense associated with the initial funding in the period in which it is recorded. We anticipate the expense will reduce GAAP operating margin by approximately 60 basis points and GAAP diluted earnings per share by approximately $0.12 per share (after the associated income tax benefit of approximately $0.05 per share). |
Three Months Ended December 31, 2017 | ||||||||||||
% Change | ||||||||||||
$ | % of total | Sequential | Year over Year | |||||||||
Revenues by Segment: | ||||||||||||
Financial Services | $ | 1,427 | 37.3 | % | — | % | 5.4 | % | ||||
Healthcare | 1,125 | 29.4 | % | 3.7 | % | 11.9 | % | |||||
Products and Resources (a) | 782 | 20.4 | % | 1.0 | % | 13.7 | % | |||||
Communications, Media and Technology (b) | 494 | 12.9 | % | 2.9 | % | 19.0 | % | |||||
Total Revenues | $ | 3,828 | 1.6 | % | 10.6 | % | ||||||
Revenues by Geography: | ||||||||||||
North America | $ | 2,947 | 77.0 | % | 1.9 | % | 8.5 | % | ||||
United Kingdom | 287 | 7.5 | % | (4.7 | )% | 5.1 | % | |||||
Rest of Europe | 345 | 9.0 | % | 5.5 | % | 31.7 | % | |||||
Europe - Total | 632 | 16.5 | % | 0.6 | % | 18.1 | % | |||||
Rest of World | 249 | 6.5 | % | 0.8 | % | 17.5 | % | |||||
Total Revenues | $ | 3,828 | 1.6 | % | 10.6 | % |
Twelve Months Ended December 31, 2017 | |||||||||||
% Change | |||||||||||
$ | % of total | Year over Year | |||||||||
Revenues by Segment: | |||||||||||
Financial Services | $ | 5,636 | 38.1 | % | 5.0 | % | |||||
Healthcare | 4,263 | 28.8 | % | 10.1 | % | ||||||
Products and Resources (a) | 3,040 | 20.5 | % | 14.3 | % | ||||||
Communications, Media and Technology (b) | 1,871 | 12.6 | % | 17.7 | % | ||||||
Total Revenues | $ | 14,810 | 9.8 | % | |||||||
Revenues by Geography: | |||||||||||
North America | $ | 11,450 | 77.3 | % | 8.6 | % | |||||
United Kingdom | 1,150 | 7.8 | % | (2.2 | )% | ||||||
Rest of Europe | 1,248 | 8.4 | % | 28.8 | % | ||||||
Europe - Total | 2,398 | 16.2 | % | 11.8 | % | ||||||
Rest of World | 962 | 6.5 | % | 20.9 | % | ||||||
Total Revenues | $ | 14,810 | 9.8 | % |
Employee Metrics: | December 31, 2017 | September 30, 2017 | December 31, 2016 | ||||||
Number of employees | 260,000 | 256,100 | 260,200 |
(a) | Previously referred to as Manufacturing/Retail/Logistics. |
(b) | Previously referred to as Other. |
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Cash flows from operating activities: | |||||||||||||||
Net (loss) income | $ | (18 | ) | $ | 416 | $ | 1,504 | $ | 1,553 | ||||||
Adjustments for non-cash income and expenses | 318 | 145 | 717 | 563 | |||||||||||
Changes in assets and liabilities | 536 | 43 | 186 | (471 | ) | ||||||||||
Net cash provided by operating activities(a) | 836 | 604 | 2,407 | 1,645 | |||||||||||
Cash flows from investing activities: | |||||||||||||||
Purchases of property and equipment | (80 | ) | (87 | ) | (284 | ) | (300 | ) | |||||||
Net sales (purchases) of investments | 64 | 146 | (82 | ) | (329 | ) | |||||||||
Payments for business combinations, net of cash acquired | (144 | ) | (149 | ) | (216 | ) | (334 | ) | |||||||
Net cash (used in) investing activities | (160 | ) | (90 | ) | (582 | ) | (963 | ) | |||||||
Cash flows from financing activities: | |||||||||||||||
Repurchases of common stock | (332 | ) | (20 | ) | (1,889 | ) | (512 | ) | |||||||
Net change in borrowings and capital lease obligations | 42 | (16 | ) | (20 | ) | (407 | ) | ||||||||
Dividends paid | (86 | ) | — | (265 | ) | — | |||||||||
Issuance of common stock under stock-based compensation plans | 43 | 41 | 189 | 176 | |||||||||||
Net cash (used in) provided by financing activities(a) | (333 | ) | 5 | (1,985 | ) | (743 | ) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 5 | (35 | ) | 51 | (30 | ) | |||||||||
Increase (decrease) in cash and cash equivalents | 348 | 484 | (109 | ) | (91 | ) | |||||||||
Cash and cash equivalents, beginning of year | 1,577 | 1,550 | 2,034 | 2,125 | |||||||||||
Cash and cash equivalents, end of period | $ | 1,925 | $ | 2,034 | $ | 1,925 | $ | 2,034 |
Three Months Ended | ||||||||||
Stock Repurchases under Board of Directors' authorized stock repurchase program: | December 31, 2017 | September 30, 2017 | December 31, 2016 | |||||||
Shares repurchased(b) | 3.6 | 2.2 | — | |||||||
Remaining authorized balance | $ | 1,700 |
(a) | In March 2016, the FASB issued an update to the standard on stock compensation, which among other things, changed the classification of the excess tax benefits and deficiencies in the statement of cash flows to cash flows from operating activities. We adopted this standard on January 1, 2017 and conformed prior year presentation. This resulted in a $5 million reduction in net cash used in financing activities and a $5 million increase in the net cash provided by operating activities for the three months ended December 31, 2016 and a $24 million reduction in net cash used in financing activities and a $24 million increase in the net cash provided by operating activities for the year ended December 31, 2016. |
(b) | In December 2017, we entered into an accelerated share repurchase agreement, or the ASR, with a financial institution under our stock repurchase program. Under the terms of the December ASR and in exchange for up-front payment of $300 million, the financial institution initially delivered 3.6 million shares, a portion of the Company's total expected shares to be repurchased under the ASR. The total number of shares ultimately delivered is determined at the end of the applicable purchase period under the ASR based on the volume-weighted average price of the Company's common stock during that period. The December ASR purchase period is scheduled to end during the first quarter of 2018. |
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