8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 29, 2009

Syntel, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Michigan	000-22903	38-2312018
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
525 E. Big Beaver Road, Suite 300, Troy, Michigan		48083
(Address of Principal Executive Offices)		(Zip Code)

(248) 619-2800

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2009, Syntel, Inc. (the “Company”) issued a press release announcing results of operations and related financial information for the third quarter ended September 30, 2009. A copy of the press release is attached to this Report as Exhibit 99.1. The information contained in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except if the Company expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
99.1	Press Release dated October 29, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Syntel, Inc.
	(Registrant)
Date October 29, 2009	By	/S/    DANIEL M. MOORE
		Daniel M. Moore, Chief Administrative Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 29, 2009.

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EX-99.1

Exhibit 99.1

Syntel Reports Third Quarter 2009 Financial Results

Highlights:

• Q3 revenue increased to $104.7M, up 1% from year-ago quarter and 5% sequentially

• Q3 EPS of $0.73 per diluted share, up 36% from year-ago quarter and 20% sequentially

• Q3 cash & short term investments of $174.9M

TROY, Mich. – October 29, 2009 – Syntel, Inc. (NASDAQ: SYNT), a global information technology services and Knowledge Process Outsourcing (KPO) firm, today announced financial results for the third quarter, ended September 30, 2009.

Third Quarter Financial Highlights

Syntel’s revenue for the third quarter increased one percent to $104.7 million, compared to $103.8 million in the prior-year period, and increased five percent sequentially from $100.1 million in the second quarter of 2009. Sequential revenue improvement was driven by our Applications Outsourcing service offering, and growth was broad-based across all verticals. During the third quarter, Applications Outsourcing accounted for 74 percent of total revenue, with Knowledge Process Outsourcing (KPO) at 18 percent, e-Business contributing six percent and Team Sourcing at two percent.

The Company’s gross margin improved to 49.3 percent in the third quarter, compared to 44.3 percent in the prior-year period and 48.2 percent in the second quarter of 2009.

Selling, General and Administrative (SG&A) expenses were 18.1 percent in the third quarter, compared to 19.1 percent in the prior-year period and 20.8 percent in the previous quarter. Syntel’s income from operations expanded to 31.2 percent in the third quarter as compared to 25.2 percent in the prior-year period and 27.4 percent in the second quarter of 2009.

Sequentially, operating margins during the quarter were favorably impacted by improved utilization, employee productivity and a 0.6% depreciation in the Indian Rupee.

Net income for the third quarter was $30.3 million or $0.73 per diluted share, compared to $22.1 million or $0.54 per diluted share in the prior-year period and net income of $25.1 million or $0.61 per diluted share in the second quarter of 2009.

Operational Highlights

“Increasing stability in the business environment and a gradual improvement in customer confidence had a positive effect on our top line during the third quarter,” said Chief Executive Officer and President Keshav Murugesh. “While our clients remain comfortable in moving forward with cost reduction initiatives, they are now increasingly willing to discuss longer-term business plans and strategic technology investments.”

“The strong financial and operating discipline at Syntel has been evident in our financial performance during a very difficult nine month period. We expect that as the demand environment for offshore services improves, margin pressure will increase. Syntel continues to invest in the people, infrastructure and new services necessary to drive long-term sustainable value for all of our key stakeholders.”

2009 Guidance

Based on current visibility levels and an exchange rate assumption of 47.0 rupees to the dollar, the Company is updating 2009 guidance to reflect revenue of $405 to $408 million, and EPS in the range of $2.60 to $2.65.

Syntel to Host Conference Call

Syntel will discuss its third quarter results today on a conference call at 10:00 a.m. (Eastern). To listen to the call, please dial (888) 510-1783. The call will also be broadcast live via the Internet at Syntel’s web site: www.syntelinc.com under the “Investor Relations” section. Please access the site at least 15 minutes prior to the call to register and download any necessary software. A replay will be available until November 5, 2009 by dialing (888) 203-1112 and entering “5634944”. International callers may dial (719) 457-0820 and enter the same passcode.

About Syntel

Syntel (NASDAQ: SYNT) is a leading global provider of integrated information technology and Knowledge Process Outsourcing (KPO) solutions spanning the entire lifecycle of business and information systems and processes. The Company is driven by its mission to create new opportunities for clients by harnessing the passion, talent and innovation of Syntel employees worldwide. Syntel leverages dedicated Centers of Excellence, a flexible Global Delivery Model, and a strong track record of building collaborative client partnerships to create sustainable business advantage for Global 2000 organizations. Recently named one of the “50 Best Managed Global Outsourcing Vendors” by The Black Book of Outsourcing, Syntel is assessed at SEI CMMi Level 5, and is ISO 27001 and ISO 9001:2000 certified. As of September 30, 2009, Syntel employed more than 11,400 people worldwide. To learn more, visit us at: www.syntelinc.com.

Safe Harbor Provision

This news release includes forward-looking statements, including with respect to the future level of business for Syntel, Inc. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements as a result of certain risk factors set forth in the Company’s Annual Form 10-K document dated March 12, 2009 and the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2009.

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SYNTEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2009		2008		2009		2008
Net revenues	$	104,698	$	103,765	$	301,234	$	305,697
Cost of revenues		53,088		57,814		156,496		177,542
Gross profit		51,610		45,951		144,738		128,155
Selling, general and administrative expenses		18,926		19,815		58,495		60,046
Income from operations		32,684		26,136		86,243		68,109
Other income, principally interest, net		3,527		629		6,837		718
Income before provision for income taxes		36,211		26,765		93,080		68,827
Income tax expense		5,958		4,620		10,366		8,832
Net income	$	30,253	$	22,145	$	82,714	$	59,995
Dividend per share	$	0.06	$	0.06	$	0.18	$	0.18
EARNINGS PER SHARE:
Basic	$	0.73	$	0.54	$	2.00	$	1.46
Diluted	$	0.73	$	0.54	$	1.99	$	1.45
Weighted average common shares outstanding:
Basic		41,431		41,275		41,388		41,194
Diluted		41,507		41,347		41,473		41,321

SYNTEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

	September 30, 2009		December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	70,860	$	65,031
Short term investments		104,026		67,293
Accounts receivable, net of allowance for doubtful accounts of $2,349 and $440 at September 30, 2009 and December 31, 2008, respectively		46,518		48,558
Revenue earned in excess of billings		13,949		6,506
Deferred income taxes and other current assets		24,005		20,099
Total current assets		259,358		207,487
Property and equipment		129,592		114,163
Less accumulated depreciation and amortization		51,083		40,385
Property and equipment, net		78,509		73,778
Goodwill		906		906
Non current Term Deposits with Banks		12,739		72
Deferred income taxes and other non current assets		18,960		13,328
	$	370,472	$	295,571
LIABILITIES
Current liabilities:
Accrued payroll and related costs	$	25,811	$	23,942
Income taxes payable		1,177		8,630
Accounts payable and other current liabilities		23,810		25,420
Deferred revenue		3,673		5,116
Total current liabilities		54,471		63,108
Other non current liabilities		7,171		5,633
Total liabilities		61,642		68,741
SHAREHOLDERS’ EQUITY
Total shareholders’ equity		308,830		226,830
Total liabilities and shareholders’ equity	$	370,472	$	295,571