CTSH · Cognizant Technology Solutions

224 filings

8-K

CTSH 8-K Current Reports

Cognizant Technology Solutions - 224 current reports

Filing record · 2016–202610-K1110-Q338-K105

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8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Oct 29, 2026)

Cognizant Technology Solutions Corporation (CTSH) reported its third-quarter 2026 financial results, demonstrating steady revenue growth and improved profitability metrics. Revenue increased by 4.6% year-over-year to $5.7 billion, with a notable 12% growth in the Financial Services segment. The company also achieved an adjusted operating margin expansion of 30 basis points year-over-year, reaching 16.3%, and reported strong adjusted diluted EPS growth of 7.2% to $1.49. Management provided an optimistic outlook, revising full-year 2026 constant currency revenue growth guidance to 4.0% to 4.4% and reiterating adjusted operating margin guidance of approximately 16.1%. The company continues to invest in AI capabilities, with over 50% of its code now AI-assisted, and is actively engaged in strategic client wins and partnerships across various industries. Capital allocation remains a focus, with significant share repurchases and dividend payments made during the quarter.

Oct 29, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Cognizant Technology Solutions 8-K Report, Material Agreement (Oct 6, 2026)

Cognizant Technology Solutions Corporation (CTSH) has entered into a new, unsecured credit agreement, establishing a $550 million Term Loan Facility and a $1.85 billion Revolving Credit Facility. This new facility has a maturity date of October 3, 2031. The proceeds from the Term Loan Facility were used to refinance existing term debt, and approximately $1.0 billion of the Revolving Credit Facility was drawn to refinance existing revolving credit. The Revolving Credit Facility is available for general corporate purposes. This refinancing enhances the company's liquidity and extends its debt maturity profile. The new credit facilities are unsecured and bear interest based on either a Term Benchmark or ABR Rate, plus an applicable margin that will be determined by the company's Index Debt Rating or Leverage Ratio. A key financial covenant requires the Company to maintain a Leverage Ratio not exceeding 3.50:1.00, with a potential temporary increase to 4.00:1.00 following material acquisitions.

Oct 6, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Jul 29, 2026)

Cognizant (CTSH) reported second-quarter 2026 results on July 29, 2026, with revenue of $5.48 billion, up 4.5% year-over-year (4.1% in constant currency). GAAP diluted EPS was $1.36 (up 3.8%) and Adjusted Diluted EPS was $1.37 (up 4.6%). GAAP operating margin was 15.9% and Adjusted Operating Margin was 16.0%, up 30 and 40 basis points year-over-year. Financial Services was the standout segment, growing 12.0% reported (11.7% constant currency) for a second consecutive quarter of double-digit growth. Trailing-twelve-month bookings rose 5% to $29.1 billion (book-to-bill about 1.3x), although Q2 bookings alone fell 6% year-over-year. The company raised the low end of its full-year 2026 Adjusted Diluted EPS guidance to $5.70 to $5.82 (8% to 10% growth), while revising constant currency revenue growth guidance to 4.0% to 5.5%. Adjusted Operating Margin guidance was unchanged at 16.0% to 16.2%. Q2 GAAP results included $84 million of Project Leap restructuring charges, which were partly offset by an $81 million benefit from a partial reversal of the India Defined Contribution Obligation. Investors should note that the Adjusted EPS figures exclude these items, and the Project Leap costs are expected to total $230 million to $320 million in 2026. Capital deployment was heavy in the quarter. Cognizant repurchased 22.5 million shares for $1.15 billion, including a $500 million accelerated share repurchase, and completed the Astreya acquisition for $634 million, funded in part by a $1.0 billion revolver draw. Total debt rose to about $1.56 billion, and cash fell to $1.04 billion, leaving net cash negative relative to year-end 2025. Free cash flow was $459 million in the quarter. Management also announced a quarterly dividend of $0.33 per share.

Jul 29, 2026 8-K

Regulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Regulation FD Disclosure (Jul 10, 2026)

Cognizant Technology Solutions (CTSH) disclosed in this Form 8-K (filed July 10, 2026) the proposed settlement of a stockholder derivative action, Palempalli v. Patsalos-Fox, et al. (D.N.J. No. 2:21-cv-12025). The U.S. District Court for the District of New Jersey entered a Preliminary Approval Order on June 30, 2026, and the Company is filing the Long-Form Notice (Exhibit 99.1) and Stipulation of Settlement (Exhibit 99.2) to comply with the order's notice requirements. The filing itself is a disclosure obligation rather than a new operating or financial event; no earnings, guidance, or balance sheet information is included. The economic terms are modest. Defendants' insurers agreed to pay Cognizant $5.5 million, less a court-approved attorneys' fee and expense award capped at $1.83 million (about 33% of the fund) and a plaintiff service award of up to $15,000. Because this is a derivative action, the recovery goes to the Company, not to stockholders, and there is no claims process or common fund. Defendants deny all wrongdoing, and the settlement is not an admission of liability. The claims concerned alleged FCPA violations, false statements, excessive share repurchases at inflated prices, and exposure to the previously settled $95 million securities class action (Securities Action), most of which was funded by D&O insurers. For investors, the key points are that the settlement resolves a long-running governance dispute with a limited financial impact, that it is subject to a settlement hearing before Judge Stacey D. Adams on September 14, 2026, and that stockholder objections are due by August 31, 2026. Note that the Long-Form Notice contains a hearing date and judge that differ from the blank template in the Stipulation exhibits, which is consistent with the final version being filed. The settlement is also conditioned on final judgment and the judgment becoming final, so the $5.5 million remains contingent until those steps are complete.

Jul 10, 2026 8-K

Shareholder Matters

Cognizant Technology Solutions 8-K Report, Shareholder Vote Results (Jun 3, 2026)

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K detailing the results of its annual shareholder meeting held on June 2, 2026. The meeting saw strong participation, with approximately 92.90% of outstanding shares present or represented by proxy. All 13 director nominees were re-elected, indicating shareholder confidence in the current board leadership. Additionally, shareholders approved the advisory vote on executive compensation (Say-on-Pay) and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the upcoming fiscal year. However, a notable outcome was the disapproval of Proposal 4, a shareholder proposal seeking to adopt a right for shareholders to act by written consent. This suggests that the current governance structure and shareholder action mechanisms are favored by the majority of voting shareholders over the proposed change to allow written consent. Overall, the meeting reflects shareholder alignment with the company's existing board and auditor, but a divergence on proposals related to shareholder rights and governance flexibility.

Jun 3, 2026 8-K

Financial Events

Cognizant Technology Solutions 8-K Report, Financial Obligation (May 21, 2026)

Cognizant Technology Solutions Corporation (CTSH) has filed an 8-K report detailing a significant draw on its revolving credit facility. On May 15, 2026, the company notified lenders of its intent to borrow $1 billion, with funding expected on May 20, 2026. This action indicates the company is utilizing its existing credit lines, which could be for various strategic purposes such as funding operations, acquisitions, or managing working capital needs. Investors should monitor the company's subsequent financial reports to understand the specific use of these funds and their impact on Cognizant's financial leverage and liquidity.

May 21, 2026 8-K

Regulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Regulation FD Disclosure (May 18, 2026)

Cognizant (CTSH) disclosed in an 8-K filed May 18, 2026 that its Board approved a $2 billion increase to its existing stock repurchase authorization, bringing the approximately remaining capacity to about $3.45 billion as of May 17, 2026. The company also raised its expected 2026 share repurchases by $1 billion, to $2 billion total, with the incremental $1 billion expected to be completed in the second quarter of 2026. CEO Ravi Kumar S framed the move as conviction that the current share price significantly undervalues the company's AI-driven growth prospects. The buyback acceleration is partly financed with debt: the company plans to draw $1 billion on its existing revolving credit facility, tied to the anticipated closing of its previously announced acquisition of Astreya. CFO Jatin Dalal cited a strong balance sheet and robust free cash flow as the basis for accelerating capital returns while still funding growth, including strategic M&A. The company reiterated its long-term capital allocation framework. For investors, the key takeaways are a larger, faster return of capital that signals management confidence, but also a shift toward revolver borrowing to fund it, which modestly increases leverage and reduces near-term financial flexibility. The filing contains no new quarterly financial results, and the disclosure is furnished under Regulation FD rather than filed, so the substance rests on management's guidance and forward-looking statements.

May 18, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Apr 29, 2026)

Cognizant (CTSH) reported first quarter 2026 results on April 29, 2026. Revenue was $5.41 billion, up 5.8% year-over-year as reported and 3.9% in constant currency, landing in the upper half of guidance. Bookings were the standout: Q1 bookings rose 21% year-over-year, trailing-twelve-month bookings reached $29.6 billion (up 11%, book-to-bill about 1.4x), and the company signed seven large deals including one mega deal. Financial Services was again the strongest segment at +12.4% reported growth, while Health Sciences was essentially flat (+0.5%, or -0.9% in constant currency). Profitability was mixed. GAAP operating margin fell 110 basis points to 15.6%, but adjusted operating margin was flat-to-up at 15.6% (+10 bps, excluding a $62 million gain on sale of property in Q1 2025). GAAP diluted EPS rose 3.7% to $1.39 and adjusted EPS rose 13.8% to $1.40. Cash generation weakened: operating cash flow was $274 million versus $400 million a year earlier, free cash flow was $198 million versus $393 million, and net cash fell to $949 million from $1,338 million, partly reflecting a $730 million acquisition payment (3Cloud). The company repurchased $427 million of stock and paid $159 million in dividends. The most significant announcement is Project Leap, a restructuring program expected to generate $200-300 million of in-year 2026 savings, against $230-320 million of charges (mostly severance) that will be recognized largely in 2026. Management used the net savings to raise its 2026 adjusted operating margin guidance to 16.0-16.2% (from 10-30 bps of expansion to 20-40 bps). Full-year revenue guidance was unchanged at 4.0-6.5% constant currency growth, with adjusted EPS guidance of $5.63-$5.77. The GAAP impact of Project Leap will depress reported GAAP EPS in 2026 by roughly $0.49-$0.68 pre-tax per share before tax effects.

Apr 29, 2026 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Feb 26, 2026)

Cognizant Technology Solutions Corp. (CTSH) announced a significant leadership transition effective February 23, 2026. Balu Ganesh Ayyar has moved from his position as President - Intuitive Operations and Automation and Industry Solutions. He has been appointed to the new role of President – Asia Pacific & Japan and Industry Solutions Group, indicating a strategic shift in regional focus and continued emphasis on the Industry Solutions Group. This appointment suggests that Cognizant is looking to leverage Mr. Ayyar's experience in key growth markets within the Asia Pacific and Japan regions, while also maintaining his oversight of the crucial Industry Solutions Group. Investors should monitor the performance of these regions and the strategic direction of the Industry Solutions Group under his continued leadership.

Feb 26, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Feb 4, 2026)

Cognizant (CTSH) reported fourth-quarter and full-year 2025 results that beat its own guidance ranges. Q4 revenue was $5.33 billion, up 4.9% year-over-year (3.8% constant currency), and full-year revenue reached $21.11 billion, up 7.0% (6.4% constant currency). Full-year Adjusted Operating Margin expanded 50 basis points to 15.8%, and Adjusted Diluted EPS rose 11% to $5.28. GAAP diluted EPS of $4.56 was held down by a one-time, non-cash $390 million tax charge (about $0.80 per share) tied to the OBBBA repeal of R&E capitalization rules. Trailing-twelve-month bookings grew 5% to $28.4 billion, a book-to-bill of about 1.3x, and Q4 bookings grew 9%. Management guided 2026 constant currency revenue growth of 4.0% to 6.5% (reported growth of 4.9% to 7.4%, with roughly 150 bps from acquisitions), an Adjusted Operating Margin of 15.9% to 16.1%, and Adjusted Diluted EPS of $5.56 to $5.70 (5% to 8% growth). Q1 2026 revenue is guided to $5.36 to $5.44 billion. Free cash flow was $2.67 billion for the year, or about 126% of net income on a 2025 basis (the company cites over 100% conversion), and the company returned about $2 billion to shareholders in 2025. For 2026 it expects to return $1.6 billion, including $1 billion of buybacks, and raised the quarterly dividend 6.5% to $0.33. The filing also lists a set of client wins, partnerships with Anthropic, Microsoft, and others, and the completed 3Cloud acquisition, which was funded with restricted cash of $733 million at year-end. Investors will likely focus on whether the strong large-deal activity (28 deals of $100 million or more in 2025) and the margin expansion can continue in 2026, given the modest constant currency growth guidance.

Feb 4, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Oct 29, 2025)

Cognizant (CTSH) reported third-quarter 2025 results that beat the top of its own revenue guidance, with reported revenue of $5.415 billion, up 7.4% year-over-year (6.5% in constant currency) and up 2.8% sequentially in constant currency. The company describes this as its fifth consecutive quarter of year-over-year organic growth and its strongest sequential organic growth since 2022. Acquisitions, primarily Belcan, contributed roughly 250 basis points to Q3 growth. Adjusted operating margin expanded 70 basis points year-over-year to 16.0%, and adjusted diluted EPS rose to $1.39 from $1.25, up about 11% year-over-year. Trailing twelve-month bookings were $27.5 billion, up 5%, though Q3 bookings alone declined 5% year-over-year. GAAP results were materially weaker than the adjusted figures. GAAP diluted EPS fell to $0.56 from $1.17 because of a one-time, non-cash income tax charge of $390 million (about $0.80 per share) tied to the July 2025 OBBBA legislation, which eliminated the requirement to capitalize U.S. R&E costs and led management to conclude a related $390 million deferred tax asset is unlikely to be realized. Investors should weigh this charge as non-recurring, while recognizing that a Q1 2025 gain on sale of property (about $62 million pre-tax) flattered year-to-date GAAP operating income and was excluded from adjusted metrics. Management raised its full-year 2025 constant-currency revenue growth guidance to 6.0%-6.3%, with reported revenue of $21.05-$21.10 billion, and guided Q4 revenue to $5.27-$5.33 billion, implying 2.5%-3.5% constant-currency growth, which points to a deceleration from Q3. Full-year adjusted operating margin is expected at about 15.7%, and adjusted diluted EPS at $5.22-$5.26. The company also returned capital, repurchasing $450 million of stock in the quarter and declaring a $0.31 quarterly dividend, and reported net cash of $1.77 billion at quarter-end.

Oct 29, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Jul 30, 2025)

Cognizant (CTSH) reported second quarter 2025 results that beat the high end of its revenue guidance, with revenue of $5.25 billion, up 8.1% year-over-year (7.2% in constant currency). Roughly 400 basis points of that growth came from the recently completed Belcan acquisition, so organic growth was lower, though management cited a fourth consecutive quarter of organic year-over-year growth. GAAP operating margin rose to 15.6% from 14.6%, and adjusted operating margin of 15.6% was up 40 basis points. GAAP diluted EPS of $1.31 rose 15%, and adjusted EPS of $1.31 rose 12%. Trailing twelve-month bookings reached a record $27.8 billion (book-to-bill of about 1.4x), and Q2 bookings grew 18%, driven by two deals with TCV above $1 billion each. Management narrowed full-year 2025 constant currency revenue growth guidance to 4.0%-6.0% and reaffirmed the adjusted operating margin range of 15.5%-15.7%. Adjusted diluted EPS guidance is $5.08-$5.22. Q3 revenue guidance is $5.27-$5.35 billion. The company also raised its planned 2025 capital return to about $2.0 billion from $1.7 billion. Year-to-date it has returned $885 million through buybacks and dividends, and $2.7 billion remains under the repurchase authorization. Investors should note a significant forward-looking charge. Following the enactment of the One Big Beautiful Bill Act in July 2025, Cognizant expects a one-time, non-cash tax expense of about $400 million in Q3 2025, which it estimates at roughly $0.82 per diluted share for the full year. This reflects a write-off of a deferred tax asset tied to capitalized U.S. R&E costs. It will weigh on reported GAAP EPS in Q3 even though it is excluded from the adjusted EPS guidance framework, which is a key point for reading the headline numbers.

Jul 30, 2025 8-K

Shareholder MattersExhibits & Filings

Cognizant Technology Solutions 8-K Report, Shareholder Vote Results (Jun 6, 2025)

Cognizant Technology Solutions Corp. (CTSH) held its annual meeting of shareholders on June 3, 2025, with a strong turnout of approximately 89.68% of outstanding shares represented. The meeting's primary focus was voting on several key proposals, all of which saw substantial shareholder participation. The results indicate a continued endorsement of the company's leadership and operational practices by its investors. Key outcomes include the re-election of all 13 incumbent directors and the approval of two other significant proposals: an advisory vote on executive compensation (Say-on-Pay) and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025. However, a shareholder proposal seeking to improve support for special shareholder meetings did not receive majority support from shareholders. Overall, the voting outcomes suggest shareholder confidence in the current management and governance structure, with a notable exception regarding shareholder meeting rights.

Jun 6, 2025 8-K

Leadership ChangesExhibits & Filings

Cognizant Technology Solutions 8-K Report, Executive Changes (May 28, 2025)

Cognizant Technology Solutions (CTSH) disclosed in this May 28, 2025 Form 8-K (Item 5.02) that SVP, Controller and Chief Accounting Officer Robert Telesmanic will retire effective July 1, 2025, and will stay on as a non-executive officer and special advisor through December 31, 2025 to support an orderly handover. The Board approved Alina Kerdman, a 16-year Cognizant veteran currently serving as SVP, Assistant Global Controller, as his successor effective the same date. The filing is a governance and leadership-continuity event rather than a financial-results event, and no financial performance data is reported. Kerdman's offer letter sets annual target compensation of $1.2 million: $400,000 base salary, a $200,000 cash incentive target, and $300,000 each in PSUs and time-based RSUs. To align her 2025 equity with the new target, she receives a $150,000 RSU transition award and a PSU transition award of about $50,411, both granted July 1, 2025. Her executive employment agreement includes double-trigger change-in-control severance (2x base salary and 2x target bonus), a 1x base salary and target bonus severance on involuntary termination outside a change in control, and a one-year non-compete and non-solicit. The company also intends to enter an indemnification agreement with her. For investors, the key points are the orderly, internally sourced succession and the modest incremental compensation. The transition is planned well in advance with a six-month overlap, which reduces the risk of disruption to financial reporting and internal controls during the appointment. The incremental equity grants are small relative to the company's overall compensation program. Investors may still watch for any change in reporting quality as the new CAO takes over.

May 28, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Apr 30, 2025)

Cognizant (Nasdaq: CTSH) reported first quarter 2025 results on April 30, 2025, with revenue of $5.115 billion, up 7.5% year-over-year as reported and 8.2% in constant currency, ahead of the high end of its guidance range. GAAP operating margin rose to 16.7% (up 210 basis points), but this was flattered by a $62 million gain on the sale of an office complex in India, which contributed about 120 basis points. Excluding that gain and NextGen-related items, Adjusted Operating Margin was 15.5%, up 40 basis points year-over-year, and Adjusted Diluted EPS was $1.23, up 10%. GAAP diluted EPS was $1.34, up 22%. Acquisitions (Belcan and Thirdera) contributed about 400 basis points to revenue growth, meaning organic growth was considerably lower than the headline figure. Demand indicators were mixed. Trailing-twelve-month bookings rose 3% to $26.7 billion (book-to-bill about 1.3x), but Q1 bookings alone fell 7% year-over-year. Management left full-year 2025 guidance unchanged: constant currency revenue growth of 3.5% to 6.0%, Adjusted Operating Margin of 15.5% to 15.7%, and Adjusted Diluted EPS of $4.98 to $5.14. Second-quarter revenue is guided to $5.14 to $5.21 billion. Cognizant returned $364 million to shareholders in the quarter (including $209 million of buybacks in cash flow terms and $155 million of dividends) and plans about $1.7 billion of capital returns in 2025. Cash generation was strong, with operating cash flow of $400 million and free cash flow of $393 million, though free cash flow includes the $70 million property sale proceeds. Net cash improved to $1.39 billion, and voluntary tech services attrition was 15.8% on a trailing-twelve-month basis. Investors should weigh the strong margin and cash headlines against the one-time nature of the property gain, the Q1 bookings decline, and the reliance on acquisitions for growth.

Apr 30, 2025 8-K

Regulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Regulation FD Disclosure (Mar 25, 2025)

On March 25, 2025, Cognizant (Nasdaq: CTSH) filed an 8-K furnishing a press release issued ahead of its Investor Day, which outlined the event's agenda and the company's long-term growth strategy centered on AI-driven technology transformation. The most important capital-return news is that the Board approved a $2 billion increase to the existing share repurchase authorization, leaving roughly $3.1 billion available as of March 24, 2025. Management also raised its expected 2025 share repurchases by $500 million to $1.1 billion, and reiterated its long-term capital allocation framework, which retains flexibility for strategic acquisitions. Strategically, management framed its priorities around talent upskilling, platform-based innovation, and growth in AI/gen AI, priority industries, geographies, and adjacencies. It described three vectors of AI transformation (hyper-productivity, industrializing AI, and agentifying the enterprise) and said it intends to regain market share and return to the "Winner's Circle" through improved relative revenue performance and margin expansion. The filing itself contains no new financial guidance beyond the buyback expectation, so investors will need the Investor Day presentation for specific long-term targets. The accompanying Exhibit 99.2 provides non-GAAP reconciliations showing Adjusted Operating Margin expanding from 14.6% in Q1 2023 to 15.7% in Q4 2024 (full-year 2024: 15.1% adjusted vs. 13.9% GAAP, with NextGen charges as the key adjustment), and FY2025 Adjusted Operating Margin guidance of 15.5%-15.7%. Organic constant currency revenue growth turned positive in Q3 2024 (0.5%) and reached roughly 2% in Q4 2024, though Q4 benefited from acquisitions contributing about 4.5 points.

Mar 25, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Feb 5, 2025)

Cognizant (CTSH) reported fourth-quarter and full-year 2024 results that landed at the high end of its guidance, with Q4 revenue of $5.08 billion up 6.8% year-over-year (6.7% in constant currency) and full-year revenue of $19.74 billion up 2.0% (1.9% constant currency). Profitability improved: full-year GAAP operating margin rose to 14.7% from 13.9%, and Adjusted Operating Margin rose 20 basis points to 15.3%, above guidance. Adjusted Diluted EPS was $4.75 versus $4.55 in 2023, while GAAP diluted EPS rose to $4.51 from $4.21. Acquisitions of Belcan and Thirdera contributed roughly 200 basis points to full-year growth and about 450 basis points in Q4, so organic growth remained modest. Trailing twelve-month bookings were $27.1 billion, up 3%, with Q4 bookings up 11% and a book-to-bill of about 1.4x. Cash generation and capital returns were solid but lower than 2023. Full-year operating cash flow fell to $2.12 billion from $2.33 billion and free cash flow to $1.83 billion from $2.01 billion, largely because of working-capital changes and a $360 million India tax payment in Q1. The company returned $1.2 billion to shareholders through buybacks and dividends, and net cash declined to $1.34 billion from $2.00 billion as debt rose to $908 million, reflecting the acquisitions. The NextGen restructuring program concluded in 2024 with cumulative charges of $363 million. For 2025, management guided to revenue of $20.3 to $20.8 billion, which is 2.6% to 5.1% reported growth or 3.5% to 6.0% in constant currency, and Adjusted Operating Margin of 15.5% to 15.7%, implying 20 to 40 basis points of expansion. Adjusted Diluted EPS guidance is $4.90 to $5.06. The quarterly dividend was raised 3% to $0.31 per share. The key debates for investors are whether organic growth can accelerate beyond low single digits and whether the bookings momentum and AI-led offerings translate into revenue.

Feb 5, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Oct 30, 2024)

Cognizant (CTSH) reported third-quarter 2024 results that landed at the high end of its guidance, with revenue of $5.04 billion, up 3.0% year-over-year (2.7% in constant currency). GAAP operating margin was 14.6% and Adjusted Operating Margin was 15.3%, which was down 20 basis points year-over-year but up 10 basis points sequentially. Adjusted Diluted EPS rose to $1.25 from $1.16, a gain of about 8%, and GAAP diluted EPS was $1.17 versus $1.04. Roughly 200 basis points of the revenue growth came from recently completed acquisitions, principally Belcan and Thirdera, so organic growth was modest. Bookings were flat year-over-year in the quarter, and trailing-twelve-month bookings declined 2% to $26.2 billion, a book-to-bill of about 1.3x. Segment performance was uneven. Health Sciences grew 7.8% and Financial Services returned to growth at 0.7%, while Communications, Media and Technology declined 3.7%. Free cash flow was $791 million in the quarter, and the company repurchased $228 million of stock and declared a $0.30 quarterly dividend. Net cash fell sharply to $809 million from $1,996 million at year-end 2023, reflecting roughly $1.3 billion in cash and stock consideration for Belcan and higher long-term debt of $1,183 million. Full-year 2024 guidance was narrowed to 1.4% to 1.9% constant-currency revenue growth, unchanged at the midpoint, with Adjusted Operating Margin of about 15.1% (flat year-over-year) and Adjusted Diluted EPS of $4.63 to $4.67. Management expects fourth-quarter organic growth to exceed the prior-year period and points to large-deal momentum, with 19 deals over $100 million signed year-to-date, as a foundation for 2025. Investors will likely focus on whether that organic acceleration materializes given the weak bookings trend and the balance-sheet impact of the acquisition.

Oct 30, 2024 8-K/A

Leadership Changes

Cognizant Technology Solutions 8-K/A Report, Executive Changes (Sep 10, 2024)

Cognizant Technology Solutions Corporation (CTSH) filed an amendment to its July 11, 2024 8-K filing to update committee assignments for a recently appointed director, Karima Silvent. This amendment clarifies that Ms. Silvent, appointed to the Board of Directors on July 11, 2024, has been assigned to the Compensation and Human Capital Committee, effective September 5, 2024. This filing does not introduce any new material information beyond the committee assignment.

Sep 10, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Jul 31, 2024)

Cognizant reported second-quarter 2024 revenue of $4.85 billion, down 0.7% year-over-year as reported and 0.5% in constant currency. That was above the high end of its guidance range and up 1.9% sequentially (2.1% in constant currency), the strongest sequential growth in two years, led by Financial Services and Health Sciences. GAAP operating margin rose to 14.6% from 11.8%, and adjusted operating margin rose to 15.2% from 14.2%. GAAP diluted EPS was $1.14 versus $0.91, and adjusted diluted EPS was $1.17 versus $1.10. Trailing-twelve-month bookings were $26.2 billion, a 1.4x book-to-bill, and Q2 bookings rose 5% year-over-year. Full-year 2024 revenue guidance was narrowed to a 0.5% decline to 1.0% growth in constant currency, which the company described as an improved midpoint. Adjusted operating margin guidance was held at 15.3%-15.5% and adjusted EPS guidance at $4.62-$4.70. Third-quarter revenue is guided to $4.89-$4.96 billion, or flat to 1.5% growth in constant currency. The guidance excludes the pending Belcan acquisition, which Cognizant agreed to buy for $1.3 billion in cash and stock and expects to close in Q3 2024. The full-year outlook assumes about 70 basis points of inorganic contribution. Cash generation was weak in the quarter but improved from the prior year. Q2 free cash flow was $183 million, compared with negative $32 million in Q2 2023, but first-half free cash flow of $199 million fell well below $599 million in the prior-year period, largely because of a $360 million India tax payment in Q1 2024. Net cash fell to $1.58 billion from $2.00 billion at December 31, 2023. Headcount declined by 8,100 sequentially to 336,300, and trailing-twelve-month voluntary attrition fell to 13.6% from 19.9%. The company paid a $0.30 quarterly dividend and continued share repurchases, with $1.6 billion remaining under its authorization. NextGen restructuring charges continue, with about $95 million expected in 2024 and roughly $325 million in total under the program.

Jul 31, 2024 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Jul 11, 2024)

Cognizant Technology Solutions Corporation (CTSH) announced a strategic expansion of its Board of Directors, appointing Karima Silvent as a new independent director. This move increases the board size to 13 members and is effective immediately, with Ms. Silvent set to stand for re-election at the 2025 annual meeting. Her appointment brings a wealth of experience in human resources, talent management, public policy, and government affairs, with over two decades in leadership roles at AXA and other prominent organizations. Ms. Silvent's extensive background in developing human capital strategies and navigating complex public policy landscapes is expected to be a valuable asset to Cognizant's governance. The board anticipates assigning her to one or more committees in the near future. In line with standard director compensation, Ms. Silvent will receive a pro-rated cash retainer and a grant of restricted stock units, which will vest in one year, aligning her interests with those of shareholders.

Jul 11, 2024 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Jul 9, 2024)

Cognizant Technology Solutions Corp. (CTSH) has disclosed a significant payment made to its Chief Financial Officer, Jatin Dalal, totaling $505,087. This payment was made on July 2, 2024, to settle a lawsuit and related arbitration filed by Mr. Dalal's former employer, Wipro Limited. Wipro had alleged that Mr. Dalal breached non-compete and confidentiality obligations by joining Cognizant.

Jul 9, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Material Agreement (Jun 10, 2024)

Cognizant (CTSH) has agreed to acquire Belcan, LLC, a global Engineering Research & Development (ER&D) services provider with a strong aerospace & defense (A&D) focus, through its subsidiary Cognizant Domestic Holdings Corporation. The total purchase price is approximately $1.29 billion, consisting of $1.19 billion in cash and 1,470,589 Class A shares of Cognizant (valued at roughly $97 million based on the June 7, 2024 closing price). The cash portion is expected to be funded through a mix of cash on hand and debt, and the deal is not subject to a financing condition. Closing is expected in the quarter ending September 30, 2024, subject to HSR and UK National Security and Investment Act approvals and other customary conditions. Management frames the acquisition as a way to significantly expand Cognizant's access to the ~$190 billion ER&D services market (projected to grow at over 10% CAGR through 2026) and to establish a leadership position in the faster-growing A&D sector with blue-chip clients. Belcan's annualized revenue is expected to exceed $800 million, growing at an 8% CAGR over the last two years, and management targets more than $100 million in annual revenue synergies within three years. The deal is expected to be broadly neutral to EPS in 2025 and accretive in 2026, though near-term margins may be modestly diluted by transaction, integration, and intangible amortization costs. For investors, the key considerations are the size of the deal relative to Cognizant's scale, the reliance on debt financing and the resulting balance sheet impact, the realization of projected synergies, and integration risk in a new end-market. Management also intends to increase its share repurchase plan to keep 2024 share count guidance at 497 million shares, which partially offsets dilution from the stock consideration. Buy-side representations and warranties insurance and an escrow for purchase price adjustments are in place to mitigate certain post-closing risks.

Jun 10, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Cognizant Technology Solutions 8-K Report, Bylaw Amendment (Jun 7, 2024)

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on June 7, 2024, detailing the outcomes of its Annual Meeting held on June 4, 2024. The primary purpose of the filing was to report on shareholder votes regarding several proposals. Notably, shareholders approved an amendment and restatement of the Company's Certificate of Incorporation, which among other technical revisions, limits the liability of certain officers as permitted by Delaware law. This amended certificate became effective immediately upon filing with the State of Delaware on June 4, 2024. Additionally, the filing provides detailed voting results for all proposals presented at the Annual Meeting. All incumbent directors were re-elected, and shareholders approved advisory compensation (Say-on-Pay) and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm. However, a shareholder proposal regarding the fair treatment of shareholder nominees was not approved. The high turnout of approximately 92% of outstanding shares indicates strong shareholder engagement.

Jun 7, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (May 1, 2024)

Cognizant (CTSH) reported first-quarter 2024 results that beat the high end of its own revenue guidance, though the top line still contracted. Revenue was $4.76 billion, down 1.1% year-over-year as reported and down 1.2% in constant currency, with GAAP diluted EPS of $1.10 (vs. $1.14) and Adjusted Diluted EPS of $1.12 (vs. $1.11). GAAP operating margin was flat at 14.6%, while Adjusted Operating Margin expanded 50 basis points to 15.1%, driven by the NextGen cost-reduction program. Management kept full-year 2024 guidance unchanged: revenue of $18.9-$19.7 billion (-2.2% to +1.8% reported), Adjusted Operating Margin of 15.3%-15.5%, and Adjusted EPS of $4.50-$4.68. Demand indicators were mixed. Trailing-twelve-month bookings grew 1% to $25.9 billion (book-to-bill ~1.3x), but Q1 bookings alone fell 6% year-over-year. Eight deals of at least $100 million in total contract value were signed during the quarter. Financial Services revenue fell 6.2% while Communications, Media & Technology grew 5.2%. Voluntary attrition improved sharply to 13.1% from 23.1%, and headcount fell to 344,400. Cash generation was weak in the quarter. Operating cash flow was $95 million and free cash flow was $16 million, versus $729 million and $631 million a year earlier. The company attributed this mainly to a previously disclosed $360 million payment to Indian tax authorities tied to an ongoing 2016 tax appeal. Cognizant still returned $284 million to shareholders through $133 million of buybacks and $151 million of dividends, and it declared a $0.30 quarterly dividend. Net cash fell to $1.61 billion from $2.00 billion at year-end 2023.

May 1, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Feb 6, 2024)

Cognizant (CTSH) closed 2023 with full-year revenue of $19.4 billion, down 0.4% year-over-year (down 0.3% in constant currency), landing within its guidance range. Profitability was mixed: GAAP operating margin fell to 13.9% from 15.3% in 2022, largely due to $229 million in NextGen restructuring charges, while Adjusted Operating Margin was 15.1%, flat with 2022 and 40 basis points above guidance. GAAP diluted EPS declined to $4.21 from $4.41, while Adjusted Diluted EPS rose slightly to $4.55 from $4.40. Free cash flow was $2.0 billion, equal to 95% of net income, though down from $2.2 billion in 2022. Fourth-quarter revenue of $4.76 billion declined 1.7% year-over-year (2.4% in constant currency), and Q4 bookings fell 6%, although trailing twelve-month bookings rose 9% to $26.3 billion with a book-to-bill of about 1.4x. Management guided 2024 revenue to $19.0-$19.8 billion, a range of -1.8% to +2.2% as reported (-2.0% to +2.0% in constant currency), including up to roughly 100 basis points of inorganic contribution. Adjusted Operating Margin is expected to expand 20 to 40 basis points to 15.3%-15.5%, and Adjusted Diluted EPS is guided to $4.50-$4.68. The company also plans about $70 million of additional NextGen expenses in 2024, bringing total program charges to roughly $300 million. Capital return remained significant, with $1.7 billion returned to shareholders in 2023 through buybacks and dividends, a 3% quarterly dividend increase to $0.30 per share, and $1.8 billion remaining under the repurchase authorization. The quarter's key message for investors is a trade-off between margin discipline and top-line softness. Cost actions under NextGen have lifted adjusted margins to 16.1% in Q4, but revenue is expected to decline modestly in 2024 and bookings momentum in Q4 weakened. Investors will likely focus on whether bookings conversion and the Financial Services segment's continued decline (down 5.8% in Q4) can stabilize revenue growth in 2024.

Feb 6, 2024 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Jan 17, 2024)

Cognizant Technology Solutions Corporation (CTSH) announced a change in its Board of Directors with the immediate resignation of Nella Domenici, effective January 17, 2024. The company stated that Ms. Domenici's departure is due to her pursuit of an external opportunity and not related to any disagreements with the Company's operational performance, policies, or practices. The Board expressed gratitude for her contributions during her tenure. This development, while a change in board composition, appears to be a standard transition and not indicative of underlying operational issues for Cognizant. Investors should note that Ms. Domenici's departure was amicable and driven by personal career advancement, a common occurrence in corporate governance.

Jan 17, 2024 8-K/A

Leadership ChangesExhibits & Filings

Cognizant Technology Solutions 8-K/A Report, Executive Changes (Nov 21, 2023)

Cognizant Technology Solutions Corp. (CTSH) has announced an update regarding its Chief Financial Officer (CFO) transition. The appointment of Jatin Dalal as CFO, initially expected in December 2023, will now be effective on December 4, 2023. This brings forward the transition date, allowing Mr. Dalal to assume his new responsibilities sooner. Correspondingly, the retirement date for the current CFO, Jan Siegmund, has been set for March 31, 2024, extending his transition period. This adjustment ensures a smooth handover of financial leadership within the organization. The filing also confirms the inclusion of Mr. Dalal's offer letter as an exhibit, though certain portions are redacted as per regulatory requirements. Investors should note that this filing does not contain any new financial results or significant strategic shifts, but rather focuses on the personnel change at a key executive level. The earlier effective date for the new CFO suggests a proactive approach to leadership succession and operational continuity.

Nov 21, 2023 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Nov 1, 2023)

Cognizant (CTSH) reported third-quarter 2023 results that were mixed: revenue of $4.90 billion rose 0.8% year-over-year as reported but declined 0.2% in constant currency, and the company's trailing-twelve-month bookings reached a record $26.9 billion, up 16% year-over-year, with a book-to-bill of roughly 1.4x. Profitability was pressured by NextGen restructuring charges: GAAP diluted EPS fell to $1.04 from $1.22, while adjusted diluted EPS was $1.16 versus $1.17 a year earlier. Adjusted operating margin of 15.5% was held flat year-over-year (versus 16.4% in Q3 2022, which was a comparison base that also benefited from a tax item excluded from adjusted EPS), and management noted it was above internal expectations. Operating cash flow of $828 million and free cash flow of $755 million, about 144% of net income, were solid for the quarter. The most important forward-looking change is the narrowed full-year 2023 revenue guidance of $19.3-$19.4 billion, or a decline of 0.7% to flat, both as reported and in constant currency. Management cited recent discretionary spending pressure from clients. Fourth-quarter revenue is guided to $4.69-$4.82 billion, a 3.1% to 0.3% decline as reported. On the other hand, full-year adjusted operating margin guidance was raised to the high end of the prior range at about 14.7%, and adjusted EPS guidance is $4.39-$4.42. The company also raised its 2023 share repurchase expectation by $200 million to $1 billion and declared a 7% higher quarterly dividend of $0.29 per share. Operationally, headcount ended the quarter at 346,600, and trailing-twelve-month voluntary attrition in Tech Services fell sharply to 16.2% from 29.2% a year earlier, which management cites as evidence of strengthened fundamentals. The NextGen program, a restructuring effort, is expected to cost about $300 million in total, with roughly $200 million in 2023 and $100 million in 2024. Investors will likely focus on whether bookings strength converts into revenue growth as discretionary spending recovers, and on the pace of NextGen-driven margin improvement.

Nov 1, 2023 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Sep 28, 2023)

Cognizant Technology Solutions Corporation (CTSH) has announced a significant leadership change with the appointment of Mr. Jatin Dalal as its new Chief Financial Officer, effective December 2023. Mr. Dalal brings extensive financial leadership experience, having served as CFO of Wipro Limited since 2015. He will succeed Jan Siegmund, who is retiring in early 2024 but will remain with the company in an advisory capacity to ensure a smooth transition. This appointment is a key development for investors, as the CFO role is critical for financial strategy, reporting, and investor relations. The executive compensation package for Mr. Dalal has been detailed, including a substantial base salary, annual incentive targets, and significant equity awards in the form of performance-based and time-based restricted stock units. These awards are designed to align his compensation with the company's performance and long-term value creation. Investors will be keen to assess how Mr. Dalal's financial acumen and strategic vision will influence Cognizant's future financial performance and capital allocation decisions.

Sep 28, 2023 8-K/A

Shareholder Matters

Cognizant Technology Solutions 8-K/A Report, Shareholder Vote Results (Sep 8, 2023)

Cognizant Technology Solutions Corp (CTSH) filed an 8-K on September 8, 2023, reporting the outcome of their 2023 annual meeting of shareholders. The key takeaway for investors is the outcome of the "say-on-frequency" proposal, which determines how often shareholders vote on executive compensation. Shareholders voted in favor of a "one year" frequency for these advisory votes. In response to this shareholder preference, the Board of Directors has officially decided to hold an advisory vote on the compensation of the company's named executive officers annually. This decision will remain in place until the next advisory vote on frequency, which is anticipated at the 2029 annual shareholder meeting. This demonstrates responsiveness to shareholder governance preferences.

Sep 8, 2023 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Cognizant Technology Solutions 8-K Report, Financial Results (Aug 2, 2023)

Cognizant (CTSH) reported second-quarter 2023 results that were mixed: revenue of $4.886 billion declined 0.4% year-over-year (down 0.1% in constant currency), but sequentially grew more than 1%, returning to sequential growth and landing at the high end of guidance. Profitability was the bigger story for investors. GAAP operating margin fell to 11.8% from 15.5% a year earlier, pulled down by $117 million in NextGen restructuring charges, while Adjusted Operating Margin came in at 14.2% (flat against the prior-year 15.5% after adjustment, down 130 basis points). GAAP diluted EPS was $0.91 versus $1.11, and Adjusted Diluted EPS was $1.10 versus $1.14. Free cash flow was negative in the quarter at -$32 million, driven by higher income tax payments, though year-to-date free cash flow of $599 million remains solid. Commercial momentum was a clear positive. Bookings rose 17% year-over-year in the quarter, and trailing-twelve-month bookings reached a record $26.4 billion, a book-to-bill of about 1.4x. Management cited roughly one-third of in-quarter bookings coming from large deals and more than 100 early engagements around its Cognizant Neuro AI platform. Voluntary attrition in Tech Services declined sharply to 19.9% on a trailing-twelve-month basis, from 31.1% a year earlier. Management reaffirmed full-year 2023 revenue and Adjusted Operating Margin guidance, though the revenue range implies a decline of 0.9% to growth of 1.1%. The filing also disclosed that CFO Jan Siegmund intends to retire in early 2024 and will remain in his role until a successor is named and the transition is complete. The company is conducting a search that includes internal and external candidates, which adds a leadership-transition consideration for investors. Capital returns continued, with $700 million returned year-to-date through buybacks and dividends, and a quarterly dividend of $0.29 per share was declared, up 7% year-over-year.

Aug 2, 2023 8-K/A

Exhibits & Filings

Cognizant Technology Solutions 8-K/A Report, Exhibit Filing (Jun 12, 2023)

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on June 12, 2023, primarily to disclose exhibits related to its compensation and equity plans. Investors should note the filing of the Cognizant Technology Solutions Corporation 2023 Incentive Award Plan and the First Amendment to the Cognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan. These documents are crucial for understanding the company's strategy for incentivizing and retaining talent through equity-based compensation, which can directly impact future earnings per share and shareholder value. While this 8-K does not contain new financial results or material business updates, the incorporation by reference of these incentive plans signals ongoing efforts by management to align employee interests with those of shareholders. Investors interested in the long-term growth prospects and employee compensation structure of Cognizant should review the details of these referenced plans, which are available through the referenced S-8 filings.

Jun 12, 2023 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Cognizant Technology Solutions 8-K Report, Executive Changes (Jun 9, 2023)

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on June 9, 2023, reporting on key outcomes from its Annual Meeting of Shareholders held on June 6, 2023. The most significant information for investors pertains to the approval of new equity incentive and employee stock purchase plans. Shareholders overwhelmingly approved the 2023 Incentive Award Plan, which will replace the existing 2017 plan and allows for grants of stock options, RSUs, and other equity-based awards. Additionally, an amendment to the Employee Stock Purchase Plan (ESPP) was approved, increasing the total reserved shares for employee purchases and allowing eligible employees to buy company stock at a discount. Furthermore, the filing confirms the re-election of all directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Investors should note that two shareholder proposals, concerning fair elections and termination pay, did not receive majority approval. The strong shareholder turnout (approximately 90%) and broad approval of management-recommended proposals, including the compensation and equity plans, suggest continued shareholder confidence in the company's governance and long-term incentive structures.

Jun 9, 2023 8-K/A

Leadership Changes

Cognizant Technology Solutions 8-K/A Report, Executive Changes (May 19, 2023)

Cognizant Technology Solutions Corp. (CTSH) has filed an 8-K/A amendment to its previous 8-K filing from March 31, 2023. This amendment primarily serves to update the Board committee assignments for Mr. Abraham "Bram" Schot, who was appointed to the Board of Directors effective April 3, 2023. The key update is Mr. Schot's appointment to the Board's Finance and Strategy Committee, effective May 17, 2023. This filing does not introduce any other changes or new information beyond confirming these committee assignments.

May 19, 2023 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (May 3, 2023)

Cognizant (CTSH) reported first quarter 2023 results that were mixed on the top line but solid on cash generation and bookings. Revenue of $4.81 billion declined 0.3% year-over-year as reported, though it grew 1.5% in constant currency and came in above the high end of guidance. GAAP operating margin compressed to 14.6% from 15.0%, while GAAP diluted EPS rose to $1.14 from $1.07 and adjusted diluted EPS was $1.11 versus $1.08. Operating cash flow of $729 million and free cash flow of $631 million were strong, more than tripling the prior-year free cash flow of $186 million. The most important forward-looking items are bookings and the new NextGen restructuring program. Q1 bookings grew 28% year-over-year, and trailing-twelve-month bookings reached a record $25.6 billion, a book-to-bill of about 1.3x. Management guided full-year 2023 revenue to a decline of 1.2% to growth of 0.8% (or -1.0% to +1.0% in constant currency) and adjusted operating margin to 14.2%-14.7%. The NextGen program is expected to cost roughly $400 million, about $350 million of it in 2023, and affect about 3,500 employees (roughly 1% of the workforce). Management expects savings to begin in the second half of 2023, with real estate savings of about $100 million a year by 2025. Capital return remains a priority, with approximately $1.4 billion planned for 2023 through buybacks and dividends, including about $800 million of repurchases. The quarterly dividend was raised 7% to $0.29 per share. Voluntary attrition in technology services fell to 23% from 30% a year earlier, a sign of improving workforce stability. Investors will want to weigh the near-term revenue softness and restructuring costs against the record bookings and the margin and cash flow benefits expected from NextGen.

May 3, 2023 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Mar 31, 2023)

Cognizant Technology Solutions Corporation (CTSH) announced on March 31, 2023, a strategic addition to its Board of Directors with the appointment of Abraham "Bram" Schot. Mr. Schot's appointment, effective April 3, 2023, expands the Board to 14 members and brings a wealth of international operational, managerial, and technological expertise, particularly from his extensive background in the automotive industry. This move signals the company's intent to leverage diverse leadership perspectives as it continues its strategic initiatives. Mr. Schot's distinguished career includes significant leadership roles at major automotive groups such as Volkswagen AG (Chairman and CEO of Audi Group, Member of the Group Board) and Daimler AG (President and CEO of Daimler/Mercedes-Benz Italia). His current board memberships at Shell plc and Signify NV, along with advisory roles, further underscore his seasoned governance and strategic insight. Investors may view this appointment as a positive step towards enhancing board oversight and bringing valuable industry-specific knowledge to Cognizant.

Mar 31, 2023 8-K

Leadership ChangesExhibits & Filings

Cognizant Technology Solutions 8-K Report, Executive Changes (Mar 6, 2023)

Cognizant Technology Solutions Corp. (CTSH) filed an 8-K on March 6, 2023, primarily detailing changes to its Board of Directors and the adoption of a new Senior Executive Cash Severance Policy. The new policy introduces a cap on cash severance benefits for senior executives, limiting payouts to 2.99 times base salary plus target bonus without prior stockholder approval. This change reflects a move towards more conservative executive compensation practices and increased shareholder oversight on substantial severance packages. Additionally, the filing outlines recent adjustments to Board committee assignments following the appointment of two new directors and the upcoming departure of a long-standing director. These committee reassignments aim to integrate new members and refine the governance structure. Investors should note these developments as they pertain to corporate governance and executive compensation policies, which can influence company culture, employee retention, and long-term shareholder value.

Mar 6, 2023 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Feb 16, 2023)

Cognizant Technology Solutions Corporation (CTSH) announced on February 16, 2023, a significant addition to its Board of Directors with the appointment of Nella Domenici, effective February 21, 2023. Ms. Domenici, a seasoned executive with extensive experience in strategic finance, corporate strategy, and capital markets, including her recent role as CFO of Dataminr and prior experience at Bridgewater Associates, Citadel Investment Group, and Credit Suisse, has been deemed an independent director. Her appointment is expected to bolster the Board's financial acumen and strategic oversight. Ms. Domenici's compensation for her directorship will include a pro-rated cash retainer and a pro-rated restricted stock unit grant, vesting one year after issuance. The company also indicated upcoming committee assignments for Ms. Domenici and another new director, Eric Branderiz, with Ms. Domenici anticipated to join the Finance and Strategy Committee and the Governance and Sustainability Committee, aiming to optimize committee composition.

Feb 16, 2023 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Cognizant Technology Solutions 8-K Report, Financial Results (Feb 2, 2023)

Cognizant (CTSH) reported Q4 and full-year 2022 results that were modest on top line but mixed on profitability. Q4 revenue was $4.84 billion, up 1.3% year-over-year as reported and 4.1% in constant currency, while full-year revenue reached $19.43 billion, up 5.0% reported and 7.5% constant currency. Results were weighed down by a $59 million impairment of capitalized costs on a large volume-based Health Sciences contract, which cut Q4 GAAP and adjusted operating margin to 14.2% (versus 15.3% a year earlier) and reduced EPS by $0.08. Q4 GAAP diluted EPS was $1.02 and adjusted diluted EPS was $1.01, compared with $1.10 in the prior-year quarter. Excluding the impairment, the underlying picture was steadier, with Health Sciences growing 4.1% and Communications, Media & Technology up 5.4%, while Financial Services declined 4.3% largely due to the Samlink divestiture. Cash generation and capital returns remained strong. Full-year operating cash flow was $2.57 billion and free cash flow was $2.24 billion. Cognizant returned roughly $2.0 billion to shareholders in 2022 through $1.42 billion of buybacks and $564 million of dividends, and the quarterly dividend was raised 7% to $0.29 per share. Bookings grew 12% year-over-year in Q4 and 4% for the full year to $24.1 billion, a book-to-bill of about 1.2x, helped by a $1 billion CoreLogic agreement. Voluntary attrition improved sharply, falling to 19% on an annualized quarterly basis from 31% a year earlier, which management views as a key step toward improving commercial momentum. Looking ahead, Q1 2023 revenue guidance is $4.71 to $4.76 billion, a decline of 1.5% to 2.5% reported, or down 1.0% to flat in constant currency, including about 100 basis points of inorganic contribution. Management is not giving full-year guidance until early May. The filing also discloses board changes: Eric Branderiz, a former CFO of Enphase Energy and former Tesla and SunPower finance executive, will join the board as an independent director on February 21, 2023, and long-serving director Maureen Breakiron-Evans will not stand for re-election at the 2023 annual meeting.

Feb 2, 2023 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Cognizant Technology Solutions 8-K Report, Financial Results (Jan 12, 2023)

On January 12, 2023, Cognizant (CTSH) announced a leadership change: Ravi Kumar S, a former Infosys President with more than 20 years at Infosys, was appointed CEO and a Board member, effective immediately. He succeeds Brian Humphries, who was asked to step down from the CEO role and the Board on January 9, 2023 and will remain as a special advisor until March 15, 2023. Stephen J. Rohleder, a Board member since March 2022 and former Accenture senior executive, was elected Board Chair, and Michael Patsalos-Fox remains on the Board as an independent director. The company framed the change as a way to reaccelerate growth and drive shareholder value. The filing also includes a guidance cut. Management lowered full-year 2022 Adjusted Operating Margin to approximately 15.3% from 15.6%, and Adjusted Diluted EPS to approximately $4.38-$4.40 from $4.43-$4.46. The reduction reflects an impairment of capitalized costs on a large volume-based Health Sciences contract, which the company attributes to lower expected volumes, and which weighs roughly 30 basis points on margin and about $0.08 on EPS. Fourth-quarter revenue guidance was narrowed to about $4.8 billion, which is above the prior $4.72-$4.77 billion range, and full-year revenue guidance was raised to about $19.4 billion from $19.3 billion. For investors, the key items are the CEO transition and the margin and EPS guidance reduction, with the revenue outlook slightly improved. Kumar's pay package is significant: a $1M base salary, a 200% target bonus, about $11.5M in annual equity, plus a $3M PSU new-hire award, a $5M buyout award, and a $750K sign-on bonus. The new-hire PSUs pay out based on absolute stock price CAGR over four years, ranging from 50% of target at a 10% CAGR to 250% at a 20% CAGR. Humphries' departure terms include salary and benefits through the separation date, a 2022 bonus, and severance tied to a without-cause termination.

Jan 12, 2023 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Nov 2, 2022)

Cognizant (CTSH) reported third-quarter 2022 results that missed management's own expectations on revenue and bookings. Revenue was $4.857 billion, up 2.4% year-over-year as reported and 5.6% in constant currency, with GAAP diluted EPS of $1.22 (up 18%) and adjusted diluted EPS of $1.17 (up 10%). Management attributed the shortfall to company-specific fulfillment challenges compounded by an uncertain macroeconomic backdrop. Q3 bookings fell 2% year-over-year to a roughly 1.0x in-period book-to-bill, and trailing-twelve-month bookings were $23.1 billion (about 1.2x book-to-bill). Operating margin improved, with GAAP and adjusted operating margins both at 16.4%, up 100 and 60 basis points year-over-year respectively. Q3 GAAP EPS was also helped by a $36 million income tax benefit from recognition of a previously unrecognized uncertain tax position. The company's cash generation and capital returns remained strong. Operating cash flow was $1.032 billion and free cash flow was $953 million in the quarter. Cognizant has returned over $1.5 billion to shareholders year-to-date through buybacks and dividends. The board added $2 billion to the share repurchase authorization, and a quarterly dividend of $0.27 per share was declared. Net cash stood at $2.095 billion at September 30, 2022. Guidance was cut. Full-year 2022 revenue growth was revised to 4.5% (7.0% in constant currency), implying about $19.3 billion, and fourth-quarter revenue is expected to decline 0.2% to 1.2% as reported, or grow 2.0% to 3.0% in constant currency. Full-year adjusted EPS guidance is $4.43 to $4.46. Investors will likely focus on whether the fulfillment issues can be resolved and whether bookings recover, since the revenue outlook now depends heavily on currency tailwinds that are not reflected in reported results.

Nov 2, 2022 8-K

Other Events

Cognizant Technology Solutions 8-K Report, Corporate Update (Oct 17, 2022)

Cognizant Technology Solutions Corporation (CTSH) announced significant additions to its executive leadership team through an 8-K filing on October 17, 2022. These appointments signal a strategic move to bolster key operational areas and leverage extensive industry experience. The company is bringing in seasoned professionals to drive growth and enhance its service offerings, particularly in major geographic regions and specialized engineering practices. Investors should note the caliber of talent being attracted, with both new executives possessing decades of experience from leading global consulting and technology firms. Ravi Kumar S, formerly President at Infosys, will head Cognizant Americas, a critical revenue-generating segment. Prasad Sankaran, with a strong background from Bain & Company and Accenture, will lead the Software & Platform Engineering practice, a key area for technological advancement and client solutions. These appointments are likely aimed at strengthening Cognizant's competitive position and execution capabilities.

Oct 17, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Cognizant Technology Solutions 8-K Report, Material Agreement (Oct 7, 2022)

Cognizant Technology Solutions Corporation (CTSH) announced on October 7, 2022, that it entered into a new credit agreement on October 6, 2022. This agreement establishes a $650 million Term Loan Facility and a $1.85 billion Revolving Credit Facility, totaling $2.5 billion in New Credit Facilities. The proceeds from the Term Loan Facility are primarily designated to repay existing term loans, while the Revolving Credit Facility will support general corporate purposes. Notably, these new credit facilities are unsecured. The New Credit Facilities mature on October 6, 2027. The Term Loan Facility has minimal scheduled payments in the first year, followed by quarterly installments. The Revolving Credit Facility allows for borrowing, repayment, and reborrowing until maturity. Interest rates are variable, based on either the Term Benchmark or ABR Rate plus an applicable margin, which will be adjusted based on the Company's Leverage Ratio or public debt ratings. The company also retains the option to increase the credit facilities by up to $1 billion under certain conditions.

Oct 7, 2022 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (Jul 27, 2022)

Cognizant (CTSH) reported second quarter 2022 results on July 27, 2022, with revenue of $4.9 billion, up 7.0% year-over-year as reported and 9.5% in constant currency. GAAP operating margin improved 30 basis points to 15.5%, and GAAP diluted EPS rose to $1.11 from $0.97, while adjusted diluted EPS was $1.14 versus $0.99. Growth was led by Communications, Media and Technology (+16.1%) and Products and Resources (+8.1%), while Financial Services grew only 2.7% as reported, held back by roughly 190 basis points from the February 2022 sale of the Samlink subsidiary. Bookings were the soft spot in the quarter. Q2 bookings declined 3% year-over-year, although trailing twelve-month bookings of $23.2 billion produced a book-to-bill of about 1.2x, which management cited as support for the full-year revenue outlook. Management also flagged elevated voluntary attrition (31% annualized in Q2, 32% trailing twelve months) and wage inflation, and said pricing discipline was maintained amid supply constraints. Capital returns remain a central part of the story. Cognizant repurchased $300 million of stock in the quarter and $744 million year-to-date, leaving $1.4 billion under its authorization, and declared a $0.27 quarterly dividend. Management now expects roughly $1.8 billion in total returns for 2022, which it said reflects balance sheet strength and a near-term acquisition outlook. Full-year 2022 guidance calls for revenue of $19.7–$19.9 billion (6.3%–7.3% reported growth), adjusted operating margin of 15.6%–15.7%, and adjusted diluted EPS of $4.51–$4.57. Net cash declined to $1.67 billion from $2.06 billion at year-end 2021.

Jul 27, 2022 8-K

Leadership ChangesRegulation FD

Cognizant Technology Solutions 8-K Report, Executive Changes (Jul 6, 2022)

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on July 6, 2022, primarily announcing a significant internal organizational restructuring. The company is simplifying its operating structure by merging its Digital Business & Technology (DB&T) and Digital Business Operations (DBO) practice areas with their respective delivery organizations. This initiative aims to create four new integrated practice areas: Software & Platform Engineering, Core Technologies & Insights, Enterprise Platform Services, and Intuitive Operations & Automation. The stated goal is to align more closely with delivering client business outcomes by industry, enhance offerings and capabilities, and foster associate career growth. As part of these organizational changes, Rajesh Nambiar, previously Executive Vice President and President of Digital Business and Technology, will transition from his executive officer role effective July 6, 2022. He will continue to serve as Executive Vice President, Chairman, and Managing Director of Cognizant India, with compensation adjusted to reflect his non-executive officer status. While the company anticipates benefits from these changes, it cautions investors that actual results could differ materially due to various risks and uncertainties inherent in its competitive industry.

Jul 6, 2022 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Jun 28, 2022)

Cognizant Technology Solutions Corporation (CTSH) announced a significant executive change via an 8-K filing on June 28, 2022. The company terminated Gregory Hyttenrauch, Executive Vice President and President of Americas, effective immediately. The reason cited for his departure was behavior inconsistent with Company policy, indicating a potentially serious internal matter that led to his dismissal. In response to this departure, Cognizant has appointed Surya Gummadi as the interim leader for Cognizant Americas. Mr. Gummadi is a long-standing employee with extensive experience within the company, having been with Cognizant since 2000 and most recently leading the Healthcare and Life Sciences business. Investors should monitor any potential impact on the Americas region's performance and strategic direction under this interim leadership.

Jun 28, 2022 8-K

Shareholder Matters

Cognizant Technology Solutions 8-K Report, Shareholder Vote Results (Jun 10, 2022)

This 8-K filing from Cognizant Technology Solutions Corp. (CTSH) details the results of its annual shareholder meeting held on June 7, 2022. A significant 92% of outstanding Class A Common Stock was represented, indicating strong shareholder engagement. All incumbent directors were re-elected with substantial support, reflecting confidence in the board's leadership. Additionally, the advisory vote on executive compensation, commonly known as 'Say-on-Pay,' was approved by a significant majority, suggesting shareholder alignment with the company's compensation practices.

Jun 10, 2022 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Cognizant Technology Solutions 8-K Report, Financial Results (May 4, 2022)

Cognizant (CTSH) reported first quarter 2022 results on May 4, 2022, showing revenue of $4.83 billion, up 9.7% year-over-year (10.9% in constant currency), with GAAP diluted EPS of $1.07 and adjusted diluted EPS of $1.08 versus $0.97 a year earlier. GAAP operating margin was 15.0% versus 15.2%, and net income rose to $563 million from $505 million. Growth was led by Products and Resources (+13.2%) and Communications, Media and Technology (+18.1%), while Financial Services grew 4.8% and was held back by the Samlink divestiture (about 130 basis points of drag). Digital revenue grew about 20% year-over-year and management says digital now represents roughly 50% of total revenue under its redefined metric. Trailing twelve-month bookings reached $23.4 billion, a 1.2x book-to-bill. Cash generation was solid, with operating cash flow of $306 million and free cash flow of $186 million. The company repurchased 5.0 million shares for $444 million (about $474 million in cash repurchases in the cash flow statement) and paid a $0.27 quarterly dividend, leaving $1.7 billion under its buyback authorization. Net cash fell to $1.66 billion from $2.06 billion at year-end 2021, reflecting the capital return and lower short-term investments. Management raised its full-year 2022 constant-currency revenue growth guidance to 9.0%-11.0%, with reported growth of 7.2%-9.2% to $19.8-$20.2 billion, and guided adjusted diluted EPS to $4.45-$4.55 and adjusted operating margin to 15.6%-15.7%. Management noted labor-market pressure from compensation inflation, which it is offsetting through pricing, and voluntary attrition rose to 26% quarterly annualized (29% trailing twelve months). Guidance includes roughly 100 basis points of inorganic contribution, and management described the updated outlook as having stronger organic growth and less acquisition support.

May 4, 2022 8-K

Leadership Changes

Cognizant Technology Solutions 8-K Report, Executive Changes (Mar 2, 2022)

Cognizant Technology Solutions Corp. (CTSH) announced the appointment of Stephen Rohleder to its Board of Directors, effective March 2, 2022. Mr. Rohleder is a seasoned executive with extensive experience in the professional services and technology sectors, having held senior leadership positions at Accenture and GTY Technology Holdings Inc. His appointment is expected to enhance the Board's expertise, particularly given his background in leading public companies and his insights into software-as-a-service solutions for the public sector. Mr. Rohleder's compensation for his board service will include a pro-rated cash retainer and a grant of restricted stock units (RSUs) vesting in one year. These equity awards align his interests with those of shareholders. His appointment as an independent director, as determined by Nasdaq rules, strengthens the Board's governance structure. Investors should view this as a move to leverage experienced leadership to potentially drive strategic initiatives and enhance operational oversight.

Mar 2, 2022

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