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): November 3, 2009

Cognizant Technology Solutions Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-24429	13-3728359
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Glenpointe Centre West 500 Frank W. Burr Blvd. Teaneck, New Jersey	07666
(Address of Principal Executive Offices)	(Zip Code)

(201) 801-0233

(Registrant’s telephone number, including area code)

Not applicable

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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 November 3, 2009, Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), issued a press release to report the Company’s financial results for the quarter ended September 30, 2009. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.*

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Cognizant Technology Solutions Corporation, dated November 3, 2009, reporting its financial results.

* The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:	/S/    STEVEN SCHWARTZ
Name:	Steven Schwartz
Title:	Senior Vice President, General
	Counsel and Secretary

Date: November 3, 2009

EX-99.1

Exhibit 99.1

	Glenpointe Centre West
	500 Frank W. Burr Blvd.
	Teaneck, NJ 07666
FOR IMMEDIATE RELEASE
	Contact: David Nelson
	VP, Investor Relations & Treasury
	201-498-8840
	david.nelson@cognizant.com
	Press: Brian Maddox/Hannah Sloane
	FD
	212-850-5600
	brian.maddox@fd.com

COGNIZANT REPORTS RECORD THIRD QUARTER 2009 RESULTS AND RAISES

GUIDANCE FOR FY2009 REVENUE AND EPS

Revenue for the quarter up 16% year-over-year and 10% sequentially

TEANECK, N.J., November 3, 2009 – Cognizant Technology Solutions Corporation (NASDAQ: CTSH), a leading provider of information technology, consulting, and business process outsourcing services, today announced its third quarter 2009 financial results.

Highlights – Third Quarter 2009

• Quarterly revenue rose to $853.5 million, up 16% from the year-ago quarter and 10% sequentially.

• Quarterly diluted EPS on a GAAP basis was $0.45, compared to $0.38 in the year-ago quarter.

• Quarterly diluted EPS on a non-GAAP basis, which excludes stock-based compensation expense and income related to the repeal of the stock-based Indian fringe benefit tax, was $0.48, compared to $0.40 in the year-ago quarter.

• GAAP and non-GAAP diluted EPS includes the impact of $0.01 in net non-operating foreign currency exchange losses.

Revenue for the third quarter of 2009 rose to $853.5 million, up 16% from $734.7 million in the third quarter of 2008. GAAP net income was $136.6 million or $0.45 per diluted share compared to $112.8 million, or $0.38 per diluted share, in the third quarter of 2008. Diluted earnings per share on a non-GAAP basis was $0.48. GAAP operating margin for the quarter was 19%. Excluding stock-based compensation expense of $11.9 million and income of $1.3 million related to the repeal of the stock-based Indian fringe benefit tax, non-GAAP operating margin was 20.2%, above the Company’s targeted 19-20% range. Earnings for the quarter included $2.9 million of net pre-tax non-operating foreign exchange losses. Reconciliations of non-GAAP financial measures to GAAP operating results and diluted EPS are included at the end of this release.

“We experienced strong organic growth across all industry sectors, geographies and service lines this quarter. The sequential revenue increase of $76.9 million is the largest in the history of the company,” said Francisco D’Souza, President and CEO of Cognizant. “Our constant focus on customer service and reinvesting in our business continues to generate industry-leading results. Clients, who have come to rely on us to help them achieve operational efficiencies, are now increasingly approaching us to serve as a consultative business partner, as their industries face comprehensive upheavals from the recession, and secular shifts resulting from new technologies and other market forces.”

Fourth Quarter & Full Year 2009 Outlook

The Company is providing the following guidance:

• Fourth quarter 2009 revenue anticipated to be at least $880 million.

• Fourth quarter 2009 diluted EPS expected to be $0.45 on a GAAP basis and $0.49 on a non-GAAP basis, which excludes $0.04 of estimated stock-based compensation expense.

• Fiscal 2009 revenue expected to be at least $3.255 billion, up at least 15.5% compared to 2008.

• Fiscal 2009 diluted EPS expected to be $1.75 on a GAAP basis, and $1.88 on a non-GAAP basis, which excludes $0.13 of estimated stock-based compensation and stock-based Indian fringe benefit tax expense.

• Due to continued volatility in the currency markets, EPS guidance excludes any future non-operating foreign currency exchange gain or loss.

“We are delighted that, despite the ongoing weak global economic environment, we delivered strong, broad-based revenue growth during the quarter. Our long-held strategy of investing in differentiated domain, relationship and service offering capabilities is enabling us to win marquee clients as well as grow our existing relationships,” said Gordon Coburn, Chief Financial and Operating Officer. “During the quarter we remained, as always, focused on operational discipline – enabling us to quickly ramp up to meet the surge in demand, while maintaining healthy operating margins and high quality of service. In addition, we continued to strengthen our balance sheet with our cash, short- and long-term investments increasing by over $195 million during the quarter to a total of approximately $1.34 billion.”

Conference Call

Cognizant will host a conference call November 3 at 8:00 a.m. (Eastern) to discuss the Company’s quarterly results. To listen to the conference call, please dial (800) 374-0467 (domestically) and (706) 679-3288 (internationally) and provide the following conference ID number: 34496779.

The conference call will also be available live via the Internet by accessing the Cognizant web site at www.cognizant.com. Please go to the web site at least 15 minutes prior to the call to register and to download and install any necessary audio software.

For those who cannot access the live broadcast, a replay will be available by dialing (800) 642-1687 for domestic callers or (706) 645-9291 for international callers and entering 34496779 from a half hour after the end of the call until 11:59 p.m. (Eastern) on Wednesday, November 11, 2009. The replay will also be available at Cognizant’s web site www.cognizant.com for 30 days following the call.

About Cognizant

Cognizant (NASDAQ: CTSH) is a leading provider of information technology, consulting, and business process outsourcing services. Cognizant’s single-minded passion is to dedicate our global technology and innovation know-how, our industry expertise and worldwide resources to working together with clients to make their businesses stronger. With over 50 global delivery centers and more than 68,000 employees as of September 30, 2009, we combine a unique onsite/offshore delivery model infused by a distinct culture of customer satisfaction. A member of the NASDAQ-100 Index and S&P 500 Index, Cognizant is a Forbes Global 2000 company and a member of the Fortune 1000 and is ranked among the top information technology companies in BusinessWeek’s Hot Growth and Top 50 Performers listings. Visit us online at www.cognizant.com.

Forward-Looking Statements

This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions and the factors discussed in our most recent Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

About Non-GAAP Financial Measures

To supplement the consolidated financial statements presented in accordance with GAAP, this press release includes the following measures defined by the Securities and Exchange Commission as non-GAAP financial measures: non-GAAP operating margin and non-GAAP diluted earnings per share. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures, the financial statements prepared in accordance with GAAP and reconciliations of Cognizant’s GAAP financial statements to such non-GAAP measures should be carefully evaluated.

We seek to manage the company to a targeted operating margin, excluding stock-based compensation costs and applicable stock-based Indian fringe benefit tax of 19% to 20% of revenues. Accordingly, we believe that non-GAAP operating margin and non-GAAP diluted earnings per share, excluding stock-based compensation costs and applicable stock-based Indian fringe benefit tax are meaningful measures for investors to evaluate our financial performance. For our internal management reporting and budgeting purposes, we use financial statements that do not include stock-based compensation expense and applicable stock-based Indian fringe benefit tax for financial and operational decision making, to evaluate period-to-period comparisons and for making comparisons of our operating results to those of our competitors. Moreover, because of varying available valuation methodologies and the variety of award types that companies can use under FAS 123R, we believe that providing non-GAAP financial measures that exclude stock-based compensation allows investors to make additional comparisons between our operating results to those of other companies. Accordingly, we believe that the presentation of non-GAAP operating margin and non-GAAP diluted earnings per share, when read in conjunction with our reported GAAP results, can provide useful supplemental information to our management and investors regarding financial and business trends relating to our financial condition and results of operations.

A limitation of using non-GAAP operating margin and non-GAAP diluted earnings per share versus operating margin and diluted earnings per share calculated in accordance with GAAP is that non-GAAP operating margin and non-GAAP diluted earnings per share exclude costs, namely, stock-based compensation that is recurring and applicable stock-based Indian fringe benefit tax, that has been abolished during the third quarter of 2009. Stock-based compensation will continue to be for the foreseeable future a significant recurring expense in our business. In addition, other companies may calculate non-GAAP financial measures differently than us, thereby limiting the usefulness of these non-GAAP financial measures as a comparative tool. We compensate for this limitation by providing specific information regarding the GAAP amounts excluded from non-GAAP operating margin and non-GAAP diluted earnings per share and evaluating such non-GAAP financial measures with financial measures calculated in accordance with GAAP.

- tables to follow -

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009		2008
Revenues	$	853,488		$	734,726		$	2,375,942	$	2,063,259
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization expense shown separately below)		475,599			405,936			1,328,647		1,153,068
Selling, general and administrative expenses		193,806			166,685			530,681		482,643
Depreciation and amortization expense		22,301			19,474			65,032		53,544
Income from operations		161,782			142,631			451,582		374,004
Other income (expense), net:
Interest income		4,664			5,344			9,756		16,428
Other income / (expense), net		(2,747	)		(14,777	)		7,016		(11,308	)
Total other income / (expense), net		1,917			(9,433	)		16,772		5,120
Income before provision for income taxes		163,699			133,198			468,354		379,124
Provision for income taxes		27,127			20,370			77,395		60,567
Net income	$	136,572		$	112,828		$	390,959	$	318,557
Basic earnings per share	$	0.47		$	0.39		$	1.34	$	1.10
Diluted earnings per share	$	0.45		$	0.38		$	1.30	$	1.06
Weighted average number of common shares outstanding		293,664			291,341			292,538		289,740
Weighted average number of common and dilutive shares outstanding		302,582			299,805			299,949		299,396

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)

(In thousands)

	September 30, 2009		December 31, 2008
Assets
Current Assets
Cash and cash equivalents	$	992,926	$	735,066
Short-term investments		189,775		27,513
Trade accounts receivable, net of allowances of $15,906 and $13,441, respectively		586,938		517,481
Unbilled accounts receivable		97,832		62,158
Deferred income tax assets, net		51,936		48,315
Other current assets		97,419		77,586
Total Current Assets		2,016,826		1,468,119
Property and equipment, net		460,237		455,254
Long-term investments		157,032		161,693
Goodwill		160,881		154,035
Intangible assets, net		65,474		47,790
Deferred income tax assets, net		72,036		52,816
Other assets		43,996		34,853
Total Assets	$	2,976,482	$	2,374,560
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	53,403	$	39,970
Deferred revenue		36,777		38,123
Accrued expenses and other liabilities		418,194		309,484
Total Current Liabilities		508,374		387,577
Deferred income tax liabilities, net		—		7,294
Other noncurrent liabilities		31,890		14,111
Total Liabilities		540,264		408,982
Stockholders’ Equity		2,436,218		1,965,578
Total Liabilities and Stockholders’ Equity	$	2,976,482	$	2,374,560

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Measures

(In thousands, except per share amounts)

	Three Months Ended September 30,							Three Months Ended September 30,
	2009 GAAP		2009 Adjustments			2009 Non-GAAP		2008 GAAP		2008 Adjustments			2008 Non-GAAP
Income from operations	$	161,782	$	10,589	(a)	$	172,371	$	142,631	$	10,169	(c)	$	152,800
Operating margin		19.0%		1.2%	(a)		20.2%		19.4%		1.4%	(c)		20.8%
Diluted earnings per share	$	0.451	$	0.027	(e)	$	0.478	$	0.376	$	0.028	(e)	$	0.404
	Nine Months Ended September 30,							Nine Months Ended September 30,
	2009 GAAP		2009 Adjustments			2009 Non-GAAP		2008 GAAP		2008 Adjustments			2008 Non-GAAP
Income from operations	$	451,582	$	32,950	(b)	$	484,532	$	374,004	$	40,449	(d)	$	414,453
Operating margin		19.0%		1.4%	(b)		20.4%		18.1%		2.0%	(d)		20.1%
Diluted earnings per share	$	1.303	$	0.087	(e)	$	1.390	$	1.064	$	0.113	(e)	$	1.177

Notes:

(a) Adjustment to exclude stock-based compensation of $11,856 and stock-based Indian fringe benefit tax (income) of ($1,267) from income from operations of which $3,072 was reported in cost of revenues and $7,517 was reported in selling, general and administrative expenses in our unaudited condensed consolidated statements of operations. During the quarter ended September 30, 2009, the repeal of the Indian fringe benefit tax, retroactive to April 1, 2009, was enacted into law. Accordingly, the stock-based Indian fringe benefit tax expense of $1,267 recorded in the quarter ended June 30, 2009 was reversed in the quarter ended September 30, 2009, resulting in a reduction of expenses.

(b) Adjustment to exclude stock-based compensation of $32,005 and stock-based Indian fringe benefit tax expense of $945 from income from operations of which $11,660 was reported in cost of revenues and $21,290 was reported in selling, general and administrative expenses in our unaudited condensed consolidated statements of operations.

(c) Adjustment to exclude stock-based compensation of $9,509 and stock-based Indian fringe benefit tax expense of $660 from income from operations of which $4,634 was reported in cost of revenues and $5,535 was reported in selling, general and administrative expenses in our unaudited condensed consolidated statements of operations.

(d) Adjustment to exclude stock-based compensation of $32,957 and stock-based Indian fringe benefit tax expense of $7,492 from income from operations of which $17,397 was reported in cost of revenues and $23,052 was reported in selling, general and administrative expenses in our unaudited condensed consolidated statements of operations.

(e) Adjustment to exclude the per share effect of stock-based compensation expense net of the related tax benefit and stock-based Indian fringe benefit tax expense (income). The stock-based Indian fringe benefit tax expense is a nondeductible expense since the cost is recovered from employees.