SEC Comment Letter for Genpact LTD (G) (CIK 0001398659) (G) — May 7, 2020
Genpact LTD (G) (CIK 0001398659)
Date: May 7, 2020 · CIK: 0001398659 · Accession: 0000000000-20-003995
AI Filing Summary & Sentiment
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United States securities and exchange commission logo May 7, 2020 Edward Fitzpatrick Chief Financial Officer Genpact LTD Victoria Place , 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda Re:Genpact Limited Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 2, 2020 File No. 1-33626 Dear Mr. Fitzpatrick: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K filed March 2, 2020 3. Business acquisitions, page F-25 1.Please tell us your consideration of the disclosure guidance in ASC 805-10-50-2h. If disclosure of any of the information is impracticable, you should disclose that fact and explain why the disclosures are impracticable. In addition, please tell us the amount of income from continuing operations before taxes, extraordinary items and cumulative effect of a change in accounting principle of Rightpoint Consulting LLC for the year ended December 31, 2018 used to measure the significance of the acquired business under Rule 3-05 of Regulation S-X. 14. Long-term debt, page F-40 2.We note your disclosure in Risk Factors that your ability to pay dividends is subject to
FirstName LastNameEdward Fitzpatrick Comapany NameGenpact LTD May 7, 2020 Page 2 FirstName LastName Edward Fitzpatrick Genpact LTD May 7, 2020 Page 2 restrictive covenants contained in credit facility agreements. Please tell us your consideration of describing the most significant restrictions on the payment of dividends, indicating their pertinent provisions and the amount of retained earnings or net income restricted or free of restrictions. Please refer to Rule 4-08(e)(1) of Regulation S-X. 17. Employee benefit plans, page F-43 3.We note that retirement benefits recognized in the consolidated balance sheets as disclosed in notes 13 and 16 are greater than the amounts disclosed in the table of the funded status of defined benefit plans on page F-44 and deferred compensation plan disclosed on page F-49. Please tell us the nature and amounts of other items included in retirement benefits in notes 13 and 16. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Tony Watson at (202) 551-3318 or Bill Thompson at (202) 551-3344 if you have questions regarding comments on the financial statements or with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
May 7, 2020
Edward Fitzpatrick
Chief Financial Officer
Genpact LTD
Victoria Place , 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Re:Genpact Limited
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 2, 2020
File No. 1-33626
Dear Mr. Fitzpatrick:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K filed March 2, 2020
3. Business acquisitions, page F-25
1.Please tell us your consideration of the disclosure guidance in ASC 805-10-50-2h. If
disclosure of any of the information is impracticable, you should disclose that fact and
explain why the disclosures are impracticable. In addition, please tell us the amount
of income from continuing operations before taxes, extraordinary items and cumulative
effect of a change in accounting principle of Rightpoint Consulting LLC for the year
ended December 31, 2018 used to measure the significance of the acquired business under
Rule 3-05 of Regulation S-X.
14. Long-term debt, page F-40
2.We note your disclosure in Risk Factors that your ability to pay dividends is subject to
FirstName LastNameEdward Fitzpatrick
Comapany NameGenpact LTD
May 7, 2020 Page 2
FirstName LastName
Edward Fitzpatrick
Genpact LTD
May 7, 2020
Page 2
restrictive covenants contained in credit facility agreements. Please tell us your
consideration of describing the most significant restrictions on the payment of dividends,
indicating their pertinent provisions and the amount of retained earnings or net income
restricted or free of restrictions. Please refer to Rule 4-08(e)(1) of Regulation S-X.
17. Employee benefit plans, page F-43
3.We note that retirement benefits recognized in the consolidated balance sheets as
disclosed in notes 13 and 16 are greater than the amounts disclosed in the table of the
funded status of defined benefit plans on page F-44 and deferred compensation plan
disclosed on page F-49. Please tell us the nature and amounts of other items included in
retirement benefits in notes 13 and 16.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Tony Watson at (202) 551-3318 or Bill Thompson at (202) 551-3344 if
you have questions regarding comments on the financial statements or with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services