Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
Note 1 - Interim Condensed Consolidated Financial Statements |
Note 1 Interim Condensed Consolidated Financial Statements
The terms Cognizant, we, our, us and Company refer to Cognizant Technology Solutions Corporation unless the context indicates otherwise. We have prepared the accompanying unaudited condensed consolidated financial statements included herein in accordance with generally accepted accounting principles in the United States of America and Article 10 of Regulation S-X under the Securities and Exchange Act of 1934, as amended. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) included in our Annual Report on Form10-K for the year ended December31, 2008. In our opinion, all adjustments considered necessary for a fair presentation of the accompanying unaudited condensed consolidated financial statements have been included, and all adjustments are of a normal and recurring nature. Operating results for the interim periods are not necessarily indicative of results that may be expected to occur for the entire year.
We have evaluated subsequent events that have occurred after the balance sheet date but before the financial statements were available to be issued, which the Company considers to be the date of filing with the Securities and Exchange Commission, and has concluded no events or transactions have occurred that would require adjustment to, or disclosure in, its financial statements. |
Note 2 - Investments |
Note 2 Investments
Investments as of June30, 2009 and December31, 2008 were as follows:
June30,2009 December31,2008
Available-for-sale securities:
Agency discount notes $ 160 $ 7,008
Other 2 1,149
Total available-for-sale securities 162 8,157
Trading securities auction-rate securities 142,085 139,398
UBS Right 24,678 28,158
Time deposits 116,652 13,493
Total investments $ 283,577 $ 189,206
The carrying value of the time deposits approximated fair value as of June30, 2009 and December31, 2008. Gross realized gains or losses on the sale of available-for-sale securities were immaterial for the periods presented. As of June30, 2009 and December31, 2008, available-for-sale securities in an unrealized loss or gain position were immaterial. All available-for-sale-securities at June30, 2009 and December31, 2008 contractually mature in 2009.
Our investments in auction-rate securities are recorded at fair value and consist of AAA/A3-rated municipal bonds with an auction reset feature whose underlying assets are generally student loans, which are substantially backed by the Federal Family Education Loan Program (FFELP). Since February 2008, auctions for these securities have failed. The auction failures do not affect the value of the collateral underlying the auction-rate securities, and the Company continues to earn and receive interest on its auction-rate securities at a pre-determined formula with spreads tied to particular interest rate indices. As of June30, 2009 and December31, 2008, the majority of our investment in auction-rate securities was classified as a long-term investment. The classification of the auction-rate securities as long-term investments is due to continuing auction failures, the securities stated maturity of greater than one year and the Companys ability and intent to hold such securities beyond one year.
In November 2008, we accepted an offer from UBS AG (UBS) to sell to UBS, at par value ($167,175 as of June30, 2009), our auction-rate securities at any time during an exercise period from June30, 2010 to July2, 2012 (the UBS Right). In accepting the UBS Right, we granted UBS the authority to purchase these auction-rate securities or sell them on our behalf at par anytime after the execution of the UBS Right through July2, 2012. The offer is non-transferable. During the first six months of 2009, $1,350 of auction rate securities were redeemed at par value. |
Note 3 - Stock Repurchase Program |
Note 3 Stock Repurchase Program
Our current stock repurchase program authorizes both open market and private repurchase transactions of up to $50,000, excluding fees and expenses, of ClassA common stock through December 2009. The program authorizes us to repurchase shares opportunistically from time to time, depending on market conditions. During the three months ended March31, 2009, 650,000 shares were repurchased for $12,439 under this program. We did not purchase any shares during the second quarter of 2009. Additional stock repurchases were made in connection with our employee stock plan, whereby Company shares were tendered by employees for the payment of exercise price or applicable statutory withholding and India fringe benefit taxes. During the six months ended June30, 2009, such repurchases totaled 44,562 shares at a cost of $1,026.
At the time of repurchase, shares are returned to the status of authorized and unissued shares. We account for the repurchases as constructively retired and record such repurchases as a reduction of ClassA common stock and additional paid-in capital. |
Note 4 - Income Taxes |
Note 4 Income Taxes
Our Indian subsidiaries (collectively referred to as Cognizant India) are export-oriented companies, which, under the Indian Income Tax Act of 1961, are entitled to claim tax holidays for a period of ten consecutive years for each Software Technology Park (STP) with respect to export profits for each STP. Substantially all of the earnings of Cognizant India are attributable to export profits. The majority of our STPs in India are currently entitled to a 100% exemption from Indian income tax. The tax holidays for STPs are currently scheduled to expire on March31, 2010; however, in July 2009, the Indian government proposed an extension of the tax holidays for STPs by one year to March31, 2011. This proposal has not been enacted into law at this time. In addition, we have located several new development centers in areas designated as Special Economic Zones (SEZs). Development centers operating in SEZs will be entitled to certain income tax incentives for periods up to 15 years. The incremental Indian taxes related to the taxable STPs, for which the income tax holiday has expired, have been incorporated into our effective income tax rate for 2009. The effective tax rate of 16.5% for the three months and six months ended June30, 2009 increased from 16.3% for the three and six months ended June30, 2008. The principal difference between the income tax rates for the 2009 and 2008 periods and the U.S. federal statutory rate is the effect of the Indian tax holiday and earnings taxed in countries that have rates lower than the United States. |
Note 5 - Fair Value Measurements |
Note 5 Fair Value Measurements
As discussed in Note 9Recent Accounting Pronouncements, we adopted Statement of Financial Accounting Standards (SFAS) No.157, Fair Value Measurements (SFAS No.157) on January1, 2008 for financial assets and liabilities, which primarily relate to our investments and derivative contracts, and on January1, 2009, for nonfinancial assets and liabilities.
SFAS No.157 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entitys pricing based upon their own market assumptions.
The fair value hierarchy consists of the following three levels:
Level 1 Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
The following table summarizes our financial assets and (liabilities) measured at fair value on a recurring basis in accordance with SFAS No.157 as of June30, 2009:
Level 1 Level 2 Level 3 Total
Cash equivalents:
Money market funds $ 407,223 $ $ $ 407,223
Investments:
Available-for-sale securities current 162 162
Trading securities current 5,981 5,981
Trading securities non-current 136,104 136,104
UBS Right non-current 24,678 24,678
Other current assets:
Derivative financial instruments forward foreign exchange contracts 11,402 11,402
Other current liabilities:
Derivative financial instruments forward foreign exchange contracts (5,574 ) (5,574 )
Other long-term liabilities:
Derivative financial instruments forward foreign exchange contracts (1,823 ) (1,823 )
Total assets and (liabilities) measured at fair value $ 407,223 $ 4,167 $ 166,763 $ 578,153
The following table summarizes our financial assets measured at fair value on a recurring basis in accordance with SFAS No.157 as of December31, 2008:
Level 1 Level 2 Level 3 Total
Cash equivalents:
Money market funds $ 291,432 |
Note 6 - Derivative Financial Instruments |
Note 6 Derivative Financial Instruments
In the normal course of business, we use forward foreign exchange contracts to manage foreign currency exchange rate risk. The estimated fair value of the forward foreign exchange contracts considers the following items: discount rate, timing and amount of cash flow and counterparty credit risk. The following table provides information on the location and fair values of derivative financial instruments included in our condensed consolidated statements of financial position as of June30, 2009:
Designation of Derivatives
Location on Statement of Financial Position Assets Liabilities
Cash Flow Hedges Designated as hedging instruments
under SFASNo.133
Forward foreign exchange contracts Other current assets $ 10,259 $
Accrued expenses and other current liabilities 488
Noncurrent current liabilities 1,823
Total 10,259 2,311
Other Derivatives Not designated as hedging instruments
under SFASNo.133
Forward foreign exchange contracts Other current assets 1,143
Accrued expenses and other current liabilities 5,086
Total 1,143 5,086
Total $ 11,402 $ 7,397
As of December31, 2008, the fair value of derivative financial instruments included in our condensed consolidated statements of financial position was $598. Such amount related to forward foreign exchange contracts that were designated as cash flow hedges under SFAS No.133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133). We did not hold derivative financial instruments during the six month period ended June30, 2008.
Cash Flow Hedges
During the fourth quarter of 2008 and the first six months of 2009, we entered into a series of forward foreign exchange contracts that are designated as cash flow hedges under SFAS No.133 of certain salary payments in India. These contracts are intended to partially offset the impact of movement of exchange rates on future operating costs and are scheduled to mature each month during 2009 and 2010. Under these contracts, we purchase Indian rupees and sell U.S. dollars and the changes in fair value of these contracts are initially reported in accumulated other comprehensive income (loss) on our accompanying condensed consolidated statements of financial position and is subsequently reclassified to earnings in the same period the hedge transaction affects earnings. As of June30, 2009 and December31, 2008, the notional value of our outstanding contracts was $568,000 and $82,000, respectively, and the net unrealized gain (loss) included in accumulated other comprehensive income (loss) for such contracts was $7,076 and $576, respectively,
Upon settlement or maturity of the cash flow hedge contracts, we record the related gain or loss, based on our designation at the commencement of the contract, to salary expense reported within cost of revenues and selling, general and administrative expenses. The tables below provide information on |
Note 7 - Commitments and Contingencies |
Note 7 Commitments and Contingencies
As of June30, 2009, we had outstanding fixed capital commitments of approximately $56,077 related to our India development center expansion program.
In connection with a 2008 acquisition, additional purchase price not to exceed $14,000, payable in 2010, is contingent on the acquired company achieving certain financial and operating targets during an earn-out period. We will fund such payment, if any, from operating cash flow. The ultimate amount payable cannot be reasonably estimated because the amount is dependent on future results of operations of the acquired business. In accordance SFAS No.141, Business Combinations (SFAS No.141), we have not recorded a liability for this item on our balance sheet because the definitive amount is not determinable or distributable. The contingent consideration, if paid, will be recorded as an additional element of the cost of the acquired company.
We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the outcome of such claims and legal actions, if decided adversely, is not expected to have a material adverse effect on our business, financial condition and results of operations. Additionally, many of our engagements involve projects that are critical to the operations of our customers business and provide benefits that are difficult to quantify. Any failure in a customers computer systems or an unauthorized disclosure of sensitive or confidential client or customer data could result in a claim for substantial damages against us, regardless of our responsibility for such failure or unauthorized disclosure. Although we attempt to contractually limit our liability for damages arising from negligent acts, errors, mistakes, or omissions in rendering our services, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances or will otherwise protect us from liability for damages. Although we have general liability insurance coverage, including coverage for errors or omissions, there can be no assurance that such coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, would have a material adverse effect on our business, results of operations and financial condition. |
Note 8 - Segment Information |
Note 8 Segment Information
Our reportable segments are: Financial Services, which includes customers providing banking/transaction processing, capital markets and insurance services; Healthcare, which includes healthcare providers and payers as well as life sciences customers; Manufacturing/Retail/Logistics, which includes manufacturers, retailers, travel and other hospitality customers, as well as customers providing logistics services; and Other, which is an aggregation of industry segments which, individually, are less than 10% of consolidated revenues and segment operating profit. The Other reportable segment includes media and information services, communications and high technology operating segments. Our sales managers, account executives, account managers and project teams are aligned in accordance with the specific industries they serve.
Our chief operating decision maker evaluates the Companys performance and allocates resources based on segment revenues and operating profit. Segment operating profit is defined as income from operations before unallocated costs. Expenses included in segment operating profit consist principally of direct selling and delivery costs as well as a per seat charge for use of our IT development centers. Certain expenses, such as general and administrative, and a portion of depreciation and amortization, are not specifically allocated to specific segments as management does not believe it is practical to allocate such costs to individual segments because they are not directly attributable to any specific segment. Further, stock-based compensation expense and the related stock-based Indian fringe benefit tax are not allocated to individual segments in internal management reports used by the chief operating decision maker. Accordingly, these expenses are separately disclosed as unallocated and adjusted only against our total income from operations. Additionally, management has determined that it is not practical to allocate identifiable assets, by segment, since such assets are used interchangeably among the segments.
Revenues from external customers and segment operating profit, before unallocated expenses, for the Financial Services, Healthcare, Manufacturing/Retail/Logistics, and Other reportable segments for the three and six months ended June30, 2009 and 2008, are as follows:
Three Months Ended June 30, Six Months Ended June 30,
2009 2008 2009 2008
Revenues:
Financial Services $ 332,548 $ 314,162 $ 663,890 $ 606,541
Healthcare 204,376 164,501 393,702 324,152
Manufacturing/Retail/Logistics 132,441 106,871 255,531 204,358
Other 107,227 99,893 209,331 193,482
Total revenues $ 776,592 $ 685,427 $ 1,522,454 $ 1,328,533
Three Months Ended June 30, Six Months Ended June 30,
2009 2008 2009 2008
Segment Operating Profit:
Financial Services $ 115,297 $ 111,979 $ 228,683 $ 213,180
Healthcare 77,202 65,427 1 |
Note 9 - Recent Accounting Pronouncements |
Note 9 Recent Accounting Pronouncements
In 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.157. SFAS No.157 defines fair value, establishes a market-based framework or hierarchy for measuring fair value and expands disclosures about fair value measurements. SFAS No.157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. SFAS No.157 does not expand or require any new fair value measures, however the application of this statement may change current practice. We adopted SFAS No.157 for financial assets and liabilities effective January1, 2008 and for non financial assets and liabilities effective January1, 2009. The adoption of SFAS No.157, which primarily affected the valuation of our investments and derivative contracts, did not have a material effect on our financial condition or results of operations.
In April 2009, the FASB issued several FASB Staff Positions (FSPs) in order to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities.
FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS 157-4). FSP FAS 157-4 relates to determining fair values when there is no active market or where the price inputs being used represent distressed sales. It reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive.
FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP is intended to bring consistency to the timing of impairment recognition, and provide improved disclosures about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. The FSP also requires increased and more timely disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses.
FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP relates to fair value disclosures for financial instruments that are not currently reflected on the balance sheet at fair value. Prior to issuing this FSP, fair values for these assets and liabilities were only disclosed once a year. The FSP now requires these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value.
We have elected to early adopt these FSPs effective March 31, 2009. The adoption of these FSPs did not have a material effect on our financial condition or results of operations.
In December 2007, the FASB issued SFAS No.141 (revised 2007), Business Combinations (SFAS No.141(R)). SFAS No.141(R) requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabili |