10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

COMMISSION FILE NUMBER 001-33089

_________________________________________________________

EXLSERVICE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_________________________________________________________

Delaware		82-0572194
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
320 Park Avenue,	29th Floor,
New York,	New York	10022
(Address of principal executive offices)		(Zip code)

(212) 277-7100

(Registrant’s telephone number, including area code)

________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	EXLS	NASDAQ

As of October 25, 2019, there were 34,094,635 shares of the registrant’s common stock outstanding, par value $0.001 per share.

TABLE OF CONTENTS

		PAGE
ITEM
	Part I. Financial Information	3
1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018	3
	Consolidated Statements of Income (Unaudited) for the Three and Nine months ended September 30, 2019 and 2018	4
	Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) for the Three and Nine months ended September 30, 2019 and 2018	5
	Consolidated Statements of Equity (Unaudited) for the Three and Nine months ended September 30, 2019 and 2018	6
	Consolidated Statements of Cash Flows (Unaudited) for the Nine months ended September 30, 2019 and 2018	8
	Notes to Consolidated Financial Statements (Unaudited)	9
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
3.	Quantitative and Qualitative Disclosures About Market Risk	59
4.	Controls and Procedures	59
	Part II. Other Information	59
1.	Legal Proceedings	59
1A.	Risk Factors	59
2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
3.	Defaults Upon Senior Securities	60
4.	Mine Safety Disclosures	60
5.	Other Information	60
6.	Exhibits	60
Signatures		62

2

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EXLSERVICE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	101,432		$	95,881
Short-term investments	179,340			184,489
Restricted cash	5,412			5,608
Accounts receivable, net	179,702			164,752
Prepaid expenses	9,364			11,326
Advance income tax, net	3,002			9,639
Other current assets	27,974			28,240
Total current assets	506,226			499,935
Property and equipment, net	78,471			73,510
Operating lease right-of-use assets	88,753			—
Restricted cash	2,441			2,642
Deferred tax assets, net	6,190			6,602
Intangible assets, net	78,845			95,495
Goodwill	349,530			349,984
Other assets	32,967			31,015
Investment in equity affiliate	2,555			2,753
Total assets	$	1,145,978		$	1,061,936
Liabilities and equity
Current liabilities:
Accounts payable	$	3,658		$	5,653
Current portion of long-term borrowings	20,876			21,423
Deferred revenue	9,585			7,722
Accrued employee costs	59,568			54,893
Accrued expenses and other current liabilities	69,876			64,169
Current portion of operating lease liabilities	23,516			—
Income taxes payable	575			1,012
Current portion of finance lease liabilities	248			223
Total current liabilities	187,902			155,095
Long term borrowings	223,916			263,241
Finance lease liabilities, less current portion	436			315
Deferred tax liabilities, net	720			8,445
Operating lease liabilities, less current portion	76,080			—
Other non-current liabilities	9,241			16,521
Total liabilities	498,295			443,617
Commitments and contingencies (Refer Note 26)
Preferred stock, $0.001 par value; 15,000,000 shares authorized, none issued	—			—
ExlService Holdings, Inc. Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized, 38,322,354 shares issued and 34,107,851 shares outstanding as of September 30, 2019 and 37,850,544 shares issued and 34,222,476 shares outstanding as of December 31, 2018	38			38
Additional paid-in capital	386,060			364,179
Retained earnings	530,547			484,244
Accumulated other comprehensive loss	(86,153		)	(83,467		)
Total including shares held in treasury	830,492			764,994
Less: 4,214,503 shares as of September 30, 2019 and 3,628,068 shares as of December 31, 2018, held in treasury, at cost	(182,809		)	(146,925		)
Stockholders’ equity	647,683			618,069
Non-controlling interest	—			250
Total equity	647,683			618,319
Total liabilities and equity	$	1,145,978		$	1,061,936

See accompanying notes to unaudited consolidated financial statements.

3

EXLSERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except share and per share amounts)

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Revenues, net	$	251,392		$	231,124		$	734,474		$	648,209
Cost of revenues(1)	167,542			152,157			487,228			429,907
Gross profit(1)	83,850			78,967			247,246			218,302
Operating expenses:
General and administrative expenses	29,590			28,704			93,349			85,610
Selling and marketing expenses	18,302			16,490			53,996			45,593
Depreciation and amortization	13,047			14,099			39,466			35,185
Impairment and restructuring charges	489			—			7,296			—
Total operating expenses	61,428			59,293			194,107			166,388
Income from operations	22,422			19,674			53,139			51,914
Foreign exchange gain, net	1,009			1,385			3,471			3,414
Interest expense	(3,180		)	(2,475		)	(10,626		)	(3,719		)
Other income, net	4,563			2,466			13,088			8,232
Income before income tax expense and earnings from equity affiliates	24,814			21,050			59,072			59,841
Income tax expense	5,701			5,739			12,571			6,796
Income before earnings from equity affiliates	19,113			15,311			46,501			53,045
Loss from equity-method investment	69			62			198			176
Net income attributable to ExlService Holdings, Inc. stockholders	$	19,044		$	15,249		$	46,303		$	52,869
Earnings per share attributable to ExlService Holdings, Inc. stockholders:
Basic	$	0.55		$	0.44		$	1.35		$	1.53
Diluted	$	0.55		$	0.43		$	1.33		$	1.50
Weighted-average number of shares used in computing earnings per share attributable to ExlService Holdings, Inc. stockholders:
Basic	34,322,449			34,458,520			34,382,787			34,472,232
Diluted	34,699,497			35,207,991			34,744,968			35,217,814

(1) Exclusive of depreciation and amortization.

See accompanying notes to unaudited consolidated financial statements.

4

EXLSERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)

(In thousands)

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Net income	$	19,044		$	15,249		$	46,303		$	52,869
Other comprehensive income/(loss):
Unrealized gain/(loss) on effective cash flow hedges, net of taxes ($1,791), ($3,596), $91 and ($7,969), respectively	(1,805		)	(8,348		)	5,538			(21,218		)
Foreign currency translation loss	(8,104		)	(18,373		)	(4,820		)	(44,403		)
Reclassification adjustments
(Gain)/loss on cash flow hedges, net of taxes $133, $19, ($73) and ($1,183), respectively(1)	(1,837		)	46			(3,186		)	(2,890		)
Retirement benefits, net of taxes $9, ($4), $99 and ($6), respectively(2)	(49		)	(34		)	(218		)	(109		)
Total other comprehensive loss	$	(11,795	)	$	(26,709	)	$	(2,686	)	$	(68,620	)
Total comprehensive income/(loss)	$	7,249		$	(11,460	)	$	43,617		$	(15,751	)

(1) These are reclassified to net income and are included either in cost of revenues or operating expenses, as applicable in the unaudited consolidated statements of income. Refer Note 17 to the unaudited consolidated financial statements.

(2) These are reclassified to net income and are included in other income, net in the unaudited consolidated statements of income. Refer Note 20 to the unaudited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

5

EXLSERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

For the three months ended September 30, 2019 and 2018

(In thousands, except share and per share amounts)

	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Treasury Stock					Non - Controlling Interest		Total Equity
	Shares	Amount									Shares		Amount
Balance as of June 30, 2019	38,295,083	$	38	$	378,633	$	511,503	$	(74,358	)	(4,088,759	)	$	(174,463	)	$	—	$	641,353
Stock issued against stock-based compensation plans	27,271	—		—		—		—			—		—			—		—
Stock-based compensation	—	—		7,427		—		—			—		—			—		7,427
Acquisition of treasury stock	—	—		—		—		—			(125,744	)	(8,346		)	—		(8,346		)
Purchase of non-controlling interest	—	—		—		—		—			—		—			—		—
Other comprehensive loss	—	—		—		—		(11,795		)	—		—			—		(11,795		)
Net income	—	—		—		19,044		—			—		—			—		19,044
Balance as of September 30, 2019	38,322,354	$	38	$	386,060	$	530,547	$	(86,153	)	(4,214,503	)	$	(182,809	)	$	—	$	647,683

	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Treasury Stock					Non - Controlling Interest		Total Equity
	Shares	Amount									Shares		Amount
Balance as of June 30, 2018	37,583,160	$	38	$	334,643	$	465,138	$	(87,621	)	(3,294,846	)	$	(126,952	)	$	233	$	585,479
Stock issued against stock-based compensation plans	120,814	—		4,733		—		—			—		—			—		4,733
Stock-based compensation	—	—		5,344		—		—			—		—			—		5,344
Acquisition of treasury stock	—	—		—		—		—			(155,837	)	(9,657		)	—		(9,657		)
Non-controlling interest	—	—		—		—		—			—		—			9		9
Other comprehensive loss	—	—		—		—		(26,709		)	—		—			—		(26,709		)
Net income	—	—		—		15,249		—			—		—			—		15,249
Balance as of September 30, 2018	37,703,974	$	38	$	344,720	$	480,387	$	(114,330	)	(3,450,683	)	$	(136,609	)	$	242	$	574,448

6

EXLSERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

For the nine months ended September 30, 2019 and 2018

(In thousands, except share and per share amounts)

	Common Stock			Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Treasury Stock					Non - Controlling Interest			Total Equity
	Shares	Amount										Shares		Amount
Balance as of January 1, 2019	37,850,544	$	38	$	364,179		$	484,244	$	(83,467	)	(3,628,068	)	$	(146,925	)	$	250		$	618,319
Stock issued against stock-based compensation plans	471,810	—		338			—		—			—		—			—			338
Stock-based compensation	—	—		21,538			—		—			—		—			—			21,538
Acquisition of treasury stock	—	—		—			—		—			(586,435	)	(35,884		)	—			(35,884		)
Allocation of equity component related to issuance costs on convertible senior notes	—	—		(13		)	—		—			—		—			—			(13		)
Purchase of non-controlling interest, net of its share of income	—	—		18			—		—			—		—			(250		)	(232		)
Other comprehensive loss	—	—		—			—		(2,686		)	—		—			—			(2,686		)
Net income	—	—		—			46,303		—			—		—			—			46,303
Balance as of September 30, 2019	38,322,354	$	38	$	386,060		$	530,547	$	(86,153	)	(4,214,503	)	$	(182,809	)	$	—		$	647,683

	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Treasury Stock					Non - Controlling Interest		Total Equity
	Shares	Amount									Shares		Amount
Balance as of December 31, 2017	36,790,751	$	37	$	322,246	$	427,064	$	(45,710	)	(2,902,018	)	$	(103,816	)	$	224	$	600,045
Impact of adoption of ASU 2016-09	—	—		—		454		—			—		—			—		454
Balance as of January 1, 2018	36,790,751	$	37	$	322,246	$	427,518	$	(45,710	)	(2,902,018	)	$	(103,816	)	$	224	$	600,499
Stock issued against stock-based compensation plans	913,223	1		5,163		—		—			—		—			—		5,164
Stock-based compensation	—	—		17,311		—		—			—		—			—		17,311
Acquisition of treasury stock	—	—		—		—		—			(548,665	)	(32,793		)	—		(32,793		)
Non-controlling interest	—	—		—		—		—			—		—			18		18
Other comprehensive loss	—	—		—		—		(68,620		)	—		—			—		(68,620		)
Net income	—	—		—		52,869		—			—		—			—		52,869
Balance as of September 30, 2018	37,703,974	$	38	$	344,720	$	480,387	$	(114,330	)	(3,450,683	)	$	(136,609	)	$	242	$	574,448

See accompanying notes to unaudited consolidated financial statements.

7

EXLSERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

	Nine months ended September 30,
	2019			2018
Cash flows from operating activities:
Net income	$	46,303		$	52,869
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,633			35,345
Stock-based compensation expense	21,538			17,311
Amortization of operating lease right-of-use assets	20,544			—
Unrealized gain on short term investments	(7,443		)	(5,423		)
Unrealized foreign exchange loss/(gain), net	19			(14,375		)
Deferred income tax benefit	(6,859		)	(986		)
Allowance for doubtful accounts receivable	433			(620		)
Loss from equity-method investment	198			176
Amortization of non-cash interest expense related to convertible senior notes	1,836			—
Impairment charges	3,167			—
Others, net	(148		)	193
Change in operating assets and liabilities:
Accounts receivable	(16,475		)	(9,354		)
Prepaid expenses and other current assets	752			(3,344		)
Advance income tax, net	6,212			(4,228		)
Other assets	(1,307		)	(5,597		)
Accounts payable	(1,847		)	(1,414		)
Deferred revenue	3,247			(5,199		)
Accrued employee costs	3,420			(7,680		)
Accrued expenses and other liabilities	12,160			(436		)
Operating lease liabilities	(19,428		)	—
Net cash provided by operating activities	105,955			47,238
Cash flows from investing activities:
Purchase of property and equipment	(32,308		)	(30,070		)
Purchase of non-controlling interest	(241		)	—
Business acquisition (net of cash acquired)	—			(231,918		)
Purchase of investments	(117,934		)	(57,957		)
Proceeds from redemption of investments	129,143			79,536
Net cash used for investing activities	(21,340		)	(240,409		)
Cash flows from financing activities:
Principal payments on finance lease liabilities	(274		)	(105		)
Proceeds from borrowings	46,000			245,000
Repayments of borrowings	(87,763		)	(5,083		)
Payment of debt issuance costs	(117		)	(387		)
Acquisition of treasury stock	(35,884		)	(32,793		)
Proceeds from exercise of stock options	338			1,084
Net cash (used for) / provided by financing activities	(77,700		)	207,716
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,761		)	(3,008		)
Net increase in cash, cash equivalents and restricted cash	5,154			11,537
Cash, cash equivalents and restricted cash at beginning of period	104,131			94,277
Cash, cash equivalents and restricted cash at end of period	$	109,285		$	105,814
Supplemental disclosure of cash flow information:
Non-cash investing and financing transaction
Restricted common stock issued for business acquisition	$	—		$	4,080

See accompanying notes to unaudited consolidated financial statements.

8

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(In thousands, except share and per share amounts)

1. Organization

ExlService Holdings, Inc. (“ExlService Holdings”) is organized as a corporation under the laws of the state of Delaware. ExlService Holdings, together with its subsidiaries and affiliates (collectively, the “Company”), operates in the Business Process Management (“BPM”) industry providing operations management services and analytics services that help businesses enhance revenue growth and improve profitability. Using its proprietary platforms, methodologies and tools, the Company looks deeper to help companies improve global operations, enhance data-driven insights, increase customer satisfaction, and manage risk and compliance. The Company’s clients are located principally in the United States of America (“U.S.”) and the United Kingdom (“U.K”).

2. Summary of Significant Accounting Policies

(a) Basis of Preparation and Principles of Consolidation

The unaudited consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“US GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements and therefore should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The unaudited consolidated financial statements reflect all adjustments (of a normal and recurring nature) that management considers necessary for a fair presentation of such statements for the interim periods presented. The unaudited consolidated statements of income for the interim periods presented are not necessarily indicative of the results for the full year or for any subsequent period.

The accompanying unaudited consolidated financial statements include the financial statements of ExlService Holdings and all of its subsidiaries. The standalone financial statements of subsidiaries are fully consolidated on a line-by-line basis. Intra-group balances and transactions, and gains and losses arising from intra-group transactions, are eliminated while preparing those financial statements.

Accounting policies of the respective individual subsidiary and associate are aligned, wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under US GAAP.

The Company’s investments in equity affiliates are initially recorded at cost and any excess cost over proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill. The proportionate share of net income or loss of the investee is recognized in the unaudited consolidated statements of income.

(b) Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the unaudited consolidated statements of income during the reporting period. Although these estimates are based on management’s best assessment of the current business environment, actual results may be different from those estimates. The significant estimates and assumptions that affect the financial statements include, but are not limited to, allowance for doubtful receivables, expected recoverability from customers with contingent fee arrangements, recoverability of dues from statutory authorities, assets and obligations related to employee benefit plans, deferred tax valuation allowances, income-tax uncertainties and other contingencies, valuation of derivative financial instruments, assumptions used to calculate stock-based compensation expense, assumptions used to determine incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, depreciation and amortization periods, purchase price allocation, recoverability of long-lived assets including goodwill and intangibles, and estimated costs to complete fixed price contracts.

9

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

(c) Employee Benefits

Contributions to defined contribution plans are charged to the unaudited consolidated statements of income in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees.

The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable.

The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by the respective employees during the period. The interest cost, expected return on plan assets and amortization of actuarial gains/loss are classified in “Other income, net”. Refer Note 20 to the unaudited consolidated financial statements for details.

(d) Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. Pursuant to the Company’s investment policy, surplus funds are invested in highly-rated debt mutual funds, money market accounts and time deposits to reduce its exposure to market risk with regard to these funds.

Restricted cash represents amounts on deposit with banks against bank guarantees issued through banks in favor of relevant statutory authorities for equipment imports, deposits for obtaining indirect tax registrations and for demands against pending income tax assessments (refer Note 26 to the unaudited consolidated financial statements for details). These deposits with banks have maturity dates after September 30, 2020. Restricted cash presented under current assets represents funds held on behalf of clients in dedicated bank accounts.

For purposes of the unaudited statements of cash flows, the Company includes in its cash and cash-equivalent balances those amounts that have been classified as restricted cash and restricted cash equivalents.

(e) Revenue Recognition

Revenue is recognized when services are provided to the Company's customers, in an amount that reflects the consideration which the Company expects to be entitled to in exchange for the services provided.

Revenue is measured based on consideration specified in a contract with a customer and excludes discounts and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing services to a customer.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.  

Nature of services

The Company derives its revenues from operations management and analytics services. The Company operates in the business process management (“BPM”) industry providing operations management and analytics services helping businesses enhance revenue growth and improve profitability. The Company provides BPM or “operations management” services, which typically involve transfer to the Company of business operations of a client, after which it administers and manages those operations for its client on an ongoing basis. The Company also provides industry-specific digital transformational services related to operations management services, and analytics services that focus on driving improved business outcomes for clients by generating data-driven insights across all parts of their business. The Company also provides care optimization and reimbursement optimization services, for its clients through its healthcare analytics solutions and services. The Company offers integrated solutions to help its clients with cost containment by leveraging technology platforms, customizable and configurable analytics and expertise in healthcare reimbursements to help clients enhance their claims payment accuracy.

10

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Type of Contracts

a. Revenues under time-and-material, transaction and outcome-based contracts are recognized as the services are performed. When the terms of the client contract specify service level parameters that must be met (such as turnaround time or accuracy), the Company monitors such service level parameters to determine if any service credits or penalties have been incurred. Revenues are recognized net of any penalties or service credits that are due to a client.

b. Revenues from arrangements involving subcontracting, either in part or whole of the assigned work, are recognized after Company’s assessment of “Principal versus agent considerations”. The Company evaluates whether it is in control of the services before the same are transferred to the customer to assess whether it is Principal or Agent in the arrangement. Revenues are recognized on Gross basis if the Company is in the capacity of Principal and on Net basis if it falls in the capacity of an agent.

c. Revenues for the Company’s fixed-price contracts are recognized using the proportional performance method when the pattern of performance under the contracts can be reasonably determined. The Company estimates the proportional performance of a contract by comparing the actual number of hours or days worked to the estimated total number of hours or days required to complete each engagement. The use of the proportional performance method requires significant judgment relative to estimating the number of hours or days required to complete the contracted scope of work, including assumptions and estimates relative to the length of time to complete the project and the nature and complexity of the work to be performed. The Company regularly monitors its estimates for completion of a project and record changes in the period in which a change in an estimate is determined. If a change in an estimate results in a projected loss on a project, such loss is recognized in the period in which it is first identified.

d. Revenue from the Company’s software and related services contracts, which are not significant, are primarily related to annual maintenance renewals or incremental license fees for additional users. Maintenance revenues are generally recognized on a straight-line basis over the annual contract term. Fees for incremental license without any associated services are recognized upon delivery of the related incremental license.

To a lesser extent, certain contracts may include offerings such as sale of licenses, which may be perpetual or subscription-based. The Company recognizes revenue from distinct perpetual licenses upfront at a point in time when the software is made available to the client, whereas for a combined software license and services performance obligation, revenue is recognized over the period that the services are performed.

Revenue from distinct subscription based licenses is recognized over the period of service performed. Revenue from any associated maintenance or ongoing support services is recognized over the term of the contract.

e. Revenues from reimbursement optimization services having contingent fee arrangements are recognized by the Company at the point in time when a performance obligation is satisfied, which is when it identifies an overpayment claim and the same is acknowledged by its customers. In such contracts, the Company’s consideration is contingent upon the actual collections made by its customers and subsequent potential retraction claims. Based on guidance on “variable consideration” in Topic 606, the Company uses its historical experience and projections to determine the expected recoveries from its customers and recognizes revenue based upon such expected recoveries. Any adjustment required due to change in estimates are recorded in the period in which such change is identified.

Modification to contracts

The Company’s contracts may be modified to add, remove or change existing performance obligations. The accounting for modifications to contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is at the standalone selling price. Services added that are distinct and at standalone selling price are accounted on a prospective basis either as a separate contract, or as a termination of existing contract and creation of a new contract.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers do not generally bundle different services together except for software and related services contracts, which are not significant, involving implementation services and post contract maintenance services. In such

11

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

software and related services contracts, revenue is allocated to each performance obligation based on the relative standalone selling price. A separate contract is generally drafted for each type of service sold, even if to the same customer.

Variable Consideration

Variability in the transaction price arises primarily due to service level agreements, pre-payment and volume discounts.

The Company considers its experience with similar transactions and expectations regarding the contract in estimating the amount of variable consideration that should be recognized during a period.

The Company believes that the expected value method is most appropriate for determining the variable consideration since the Company has large number of contracts with similar nature of transactions/services.

Allocation of transaction price to performance obligations

The transaction price is allocated to performance obligations on a relative standalone selling price basis. Standalone selling prices are estimated by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract.  In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract.

Unbilled Receivables

Unbilled receivables represent revenues recognized for services rendered between the last billing date and the balance sheet date. Unbilled receivables also include revenues recognized from reimbursement optimization services when the Company identifies an overpayment claim and the same is acknowledged by its customers, however not invoiced at the balance sheet date. Accordingly, amounts for services that the Company has performed and for which an invoice has not yet been issued to the customers are presented as a part of unbilled receivables under accounts receivable.

Deferred Revenue

The Company has deferred revenue attributable to certain process transition activities, with respect to its customers where such activities do not represent separate performance obligations. Revenues related to such transition activities are contract liabilities classified under “Deferred Revenue” in the Company's consolidated balance sheets and subsequently recognized over the period in which the related services are performed. Costs related to such transition activities are contract fulfillment costs, and thereby classified under “Other Current Assets” and “Other Assets” in the consolidated balance sheets, and are recognized over the estimated expected period of benefit, under Cost of Revenues in the consolidated statements of income. Deferred revenue also includes the amount for which services have been rendered but other conditions of revenue recognition are not met, for example where the Company does not have an enforceable contract.

Contract Acquisition Cost

Direct and incremental costs incurred for acquiring contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other Current Assets” and “Other Assets” in the consolidated balance sheets. Such costs are amortized over the expected period of benefit and recorded under Selling and marketing expenses in the consolidated statements of income.

Upfront payment made to customer

Upfront payments, if any, made to customers are contract assets and classified under “Other Current Assets and Other Assets” in the consolidated balance sheets. Such costs are amortized over the expected period of benefit and are recorded as an adjustment to transaction price and reduced from revenues.

12

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Out of pocket expenses

Reimbursements of out-of-pocket expenses received from clients are included as part of revenues.

Payment terms

All contracts entered into by the Company specify the payment terms and are defined for each contract separately. Usual payment terms range between 30-60 days. The Company does not have any extended payment terms clauses in existing contracts.

Remaining Performance Obligation

The Company does not disclose the value of remaining performance obligations by applying the practical expedient provided in Topic 606, for contracts that meet any of the following criteria:

i. Contract with an original expected length of one year or less as determined under ASC 606,

ii. Contracts for which Company recognize revenue based on the right to invoice for service performed.

Accounts Receivable

The Company records accounts receivable net of allowances for doubtful accounts. Allowances for doubtful accounts are established through the evaluation of aging of accounts receivables, prior collection experience, current market conditions, clients’ financial condition and the amount of accounts receivables in dispute to estimate the collectability of these accounts receivables.

(f) Leases

The Company determines if an arrangement is a lease at inception of the contract. Operating leases are included in "operating lease right-of-use ("ROU") assets", "current portion of operating lease liabilities" and "operating lease liabilities, less current portion" in the Company's unaudited consolidated balance sheets. Finance leases are included in "property and equipment", "current portion of finance lease liabilities" and "finance lease liabilities, less current portion" in the Company's unaudited consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include the effects of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately.

On January 1, 2019, the date of initial application, the Company adopted, Leases (Topic 842), using the modified retrospective method. The modified retrospective method provides a method of recognizing those leases which had not expired as of the date of adoption of January 1, 2019. The prior period unaudited consolidated financial statements have not been retrospectively adjusted and continues to be reported under Topic 840.

The Company elected the practical expedient permitted under the transition guidance under Topic 842, which amongst other matters, allowed the Company (i) not to apply the recognition requirements to short-term leases (leases with a lease term of 12 months or less), (ii) not to reassess whether any expired or existing contracts are or contain leases, (iii) not to reassess the lease classification for any expired or existing leases, and (iv) not to reassess initial direct costs for any existing leases.

The adoption resulted in the recognition of ROU assets of $80,328 (net of deferred rent of $8,626) and lease liabilities of $88,954 for operating leases as of January 1, 2019. The Company's accounting for finance leases remained substantially unchanged.

13

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

The adoption had no impact on opening balance of retained earnings. Refer Note 21 to the unaudited consolidated financial statements for details.

(g) Recent Accounting Pronouncements    

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments - Credit Losses, which requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The new guidance replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. These changes will result in earlier recognition of credit losses. The allowance for credit losses is a valuation account that is to be deducted from the amortized cost of the financial asset(s) so as to present the net carrying value at the amount expected to be collected on the financial asset. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption as of the fiscal years beginning after December 15, 2018 is permitted. The amendment should be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align our credit loss methodology with the new standard. The Company expects that the impact of adoption of this guidance will not have material effect on its consolidated financial statements including accounting policies, processes, and systems.

In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU modify the disclosure requirements on fair value measurements in Topic 820, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. The adoption of this ASU is not expected to have any material effect on the Company’s consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in ASU are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The adoption of this ASU is not expected to have any material effect on the Company’s consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the ASU requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in FASB Accounting Standard Codification Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The ASU 2018-15 also provides guidance on amortization and impairment of any costs capitalized, along with new presentation and disclosure requirements. The new guidance is effective for fiscal years beginning after December 15, 2019.  Early adoption is permitted and both prospective and retrospective transition methods are allowed. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In April 2019, FASB issued ASU No. 2019-04, Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments: Targeted Transition Relief (Topic 825). The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. With respect to hedge accounting, the amendments address partial-term fair value hedges, fair value hedge basis adjustments, and certain transition requirements, among other things. With respect to recognizing and measuring financial instruments, the amendment in ASU address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. This ASU is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

14

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

In May 2019, FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. This ASU provide entities with the option to irrevocably elect the fair value option, on an instrument-by-instrument basis in accordance with Subtopic 825-10, for certain financial instruments that are within the scope of Subtopic 326-20, upon adopting Topic 326. The fair value option election does not apply to held-to-maturity debt securities. The amendments in this Update provide entities with targeted transition relief that is intended to increase comparability of financial statement information for some entities that otherwise would have measured similar financial instruments using different measurement methodologies. This ASU is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

(h) Recently Adopted Accounting Pronouncements

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842), which requires the identification of arrangements that should be accounted for as leases. Lease arrangements exceeding a twelve months term should be recognized as assets with corresponding liabilities on the balance sheet of the lessee. This ASU requires recognition of an ROU asset and lease obligation for those leases classified as operating leases under Topic 840, while the income statement will reflect lease expense for operating leases. The balance sheet amounts recorded for existing operating leases at the date of adoption of this ASU must be calculated using the applicable incremental borrowing rate. The Company adopted Topic 842 as of January 1, 2019 using the modified retrospective method provided by ASU 2018-11. The adoption had a material impact on the Company's unaudited consolidated balance sheets, but did not have a material impact on the Company's unaudited consolidated income statements and unaudited consolidated statements of cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company's accounting for finance leases remained substantially unchanged. Refer Note 21 to the unaudited consolidated financial statements for details.

In July 2018, FASB issued ASU No. 2018-11, Leases (Topic 842), which provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The Company adopted Topic 842 as of January 1, 2019 using this ASU. Refer Note 21 to the unaudited consolidated financial statements for details.

3. Segment and Geographical Information

The Company operates in the BPM industry and is a provider of operations management and analytics services. The Company has eight operating segments, which are strategic business units that align its products and services with how it manages its business, approaches its key markets and interacts with its clients. Six of those operating segments provide BPM or “operations management” services, five of which are industry-focused operating segments (Insurance, Healthcare, Travel, Transportation and Logistics, Banking and Financial Services, and Utilities) and one of which is a “capability” operating segment (Finance and Accounting) that provides services to clients in our industry-focused segments as well as clients across other industries. In each of these six operating segments, the Company provides operations management services, which typically involve transfer to the Company of the business operations of a client, after which it administers and manages those operations for its client on an ongoing basis. The remaining two operating segments are Consulting, which provides industry-specific transformational services related to operations management services, and Analytics, which provides services that focus on driving improved business outcomes for clients by generating data-driven insights across all parts of their business.

The Company presents information for the following reportable segments:

• Insurance

• Healthcare

• Travel, Transportation and Logistics (“TT&L”)

• Finance and Accounting (“F&A”)

• Analytics, and

• All Other (consisting of the Company's remaining operating segments, which are the Banking and Financial Services, Utilities and Consulting operating segments).

15

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

The chief operating decision maker (“CODM”) generally reviews financial information such as revenues, cost of revenues and gross profit, disaggregated by the operating segments to allocate an overall budget among the operating segments.

The Company does not allocate and therefore the CODM does not evaluate other operating expenses, interest expense or income taxes by segment. Many of the Company’s assets are shared by multiple operating segments. The Company manages these assets on a total Company basis, not by operating segment, and therefore asset information and capital expenditures by operating segment are not presented.

Revenues and cost of revenues for the three months ended September 30, 2019 and 2018, respectively, for each of the reportable segments, are as follows:

	Three months ended September 30, 2019
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	77,714	$	23,978	$	16,950	$	26,542	$	17,455	$	88,753	$	251,392
Cost of revenues(1)	51,487		19,388		9,800		16,651		12,383		57,833		167,542
Gross profit(1)	$	26,227	$	4,590	$	7,150	$	9,891	$	5,072	$	30,920	$	83,850
Operating expenses													61,428
Foreign exchange gain, interest expense and other income, net													2,392
Income tax expense													5,701
Loss from equity-method investment													69
Net income													$	19,044

	Three months ended September 30, 2018
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	64,303	$	20,375	$	17,278	$	24,517	$	21,944	$	82,707	$	231,124
Cost of revenues(1)	43,524		15,797		9,958		14,917		14,323		53,638		152,157
Gross profit(1)	$	20,779	$	4,578	$	7,320	$	9,600	$	7,621	$	29,069	$	78,967
Operating expenses													59,293
Foreign exchange gain, interest expense and other income, net													1,376
Income tax expense													5,739
Loss from equity-method investment													62
Net income													$	15,249

⁽¹⁾ Exclusive of depreciation and amortization.

16

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Revenues and cost of revenues for the nine months ended September 30, 2019 and 2018, respectively, for each of the reportable

segments, are as follows:

	Nine months ended September 30, 2019
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	218,988	$	64,562	$	51,916	$	78,688	$	56,735	$	263,585	$	734,474
Cost of revenues(1)	148,085		53,248		29,589		46,919		37,221		172,166		487,228
Gross profit(1)	$	70,903	$	11,314	$	22,327	$	31,769	$	19,514	$	91,419	$	247,246
Operating expenses													194,107
Foreign exchange gain, interest expense and other income, net													5,933
Income tax expense													12,571
Loss from equity-method investment													198
Net income													$	46,303

	Nine months ended September 30, 2018
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	193,018	$	62,989	$	53,326	$	72,717	$	66,732	$	199,427	$	648,209
Cost of revenues(1)	129,984		49,752		31,026		44,189		44,587		130,369		429,907
Gross profit(1)	$	63,034	$	13,237	$	22,300	$	28,528	$	22,145	$	69,058	$	218,302
Operating expenses													166,388
Foreign exchange gain, interest expense and other income, net													7,927
Income tax expense													6,796
Loss from equity-method investment													176
Net income													$	52,869

⁽¹⁾ Exclusive of depreciation and amortization.

Revenues, net by service type, were as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
BPM and related services(1)	$	162,639	$	148,417	$	470,889	$	448,782
Analytics services	88,753		82,707		263,585		199,427
Revenues, net	$	251,392	$	231,124	$	734,474	$	648,209

⁽¹⁾ BPM and related services include revenues of the Company's five industry-focused operating segments, one capability operating segment and the consulting operating segment, which provides services related to operations management services. Refer to the reportable segment disclosure above.

17

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

The Company attributes the revenues to regions based upon the location of its customers.

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Revenues, net
United States	$	208,753	$	191,671	$	602,758	$	536,956
Non-United States
United Kingdom	27,884		29,901		87,140		85,397
Rest of World	14,755		9,552		44,576		25,856
Total Non-United States	42,639		39,453		131,716		111,253
Revenues, net	$	251,392	$	231,124	$	734,474	$	648,209

Property and equipment, net by geographic area, were as follows:

	As of
	September 30, 2019		December 31, 2018
Property and equipment, net
India	$	32,488	$	36,152
United States	32,234		28,254
Philippines	10,053		5,985
Rest of World	3,696		3,119
Property and equipment, net	$	78,471	$	73,510

4. Revenues, net

Disaggregation of revenues

Refer Note 3 to the unaudited consolidated financial statements for revenues disaggregated by reportable segments and geography.

Contract balances

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers:

	As of
	September 30, 2019		December 31, 2018
Accounts receivable, net	$	179,702	$	164,752
Contract assets	$	4,528	$	5,445
Contract liabilities:
Deferred revenue (consideration received in advance)	$	7,990	$	6,345
Consideration received for process transition activities	$	2,942	$	1,669

Accounts receivable includes $80,571 and $63,952 as of September 30, 2019 and December 31, 2018, respectively, representing unbilled receivables. The Company has accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers and considers no significant performance risk associated with its unbilled receivables.

Contract assets represents upfront payments made to customers. These costs are amortized over the expected period of benefit and are recorded as an adjustment to transaction price and reduced from revenues.

18

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Contract liabilities represents that portion of deferred revenue for which payments have been received in advance from customers including revenues attributable to certain process transition activities for which costs have been capitalized by the Company as contract fulfillment costs. The contract liabilities are included within deferred revenues in the unaudited consolidated balance sheet and are recognized as revenue as (or when) the performance obligation is fulfilled under the contract.

Revenue recognized during the three and nine months ended September 30, 2019 that was included in the contract liabilities balance at the beginning of the period was $1,086 and $5,312, respectively, and revenue recognized during the three and nine months ended September 30, 2018 that was included in the contract liabilities balance at the beginning of the period was $1,644 and $8,025, respectively.

Contract acquisition costs

The Company had contract acquisition costs of $1,132 as of September 30, 2019 and $713 as of December 31, 2018. Further, the Company capitalized $776 during the three and nine months ended September 30, 2019, respectively. The Company amortized $113 and $357 during the three and nine months ended September 30, 2019, respectively, and amortized $72 and $225 during the three and nine months ended September 30, 2018, respectively. There was no impairment loss in relation to costs capitalized. The capitalized costs will be amortized on a straight line basis over the life of contract.

Contract fulfillment costs

The Company had deferred contract fulfillment costs relating to transition activities amounting to $6,337 as of September 30, 2019 and $4,051 as of December 31, 2018. Further, the Company capitalized an additional $1,140 and $3,307 during the three and nine months ended September 30, 2019, respectively. The Company amortized $411 and $1,021 during the three and nine months ended September 30, 2019, respectively, and $335 and $730 during the three and nine months ended September 30, 2018, respectively. There was no impairment loss in relation to costs capitalized. The capitalized costs will be amortized on a straight line basis over the life of contract.

Consideration received from customers, if any, relating to such transition activities are classified under Contract Liabilities and are recognized over the period in which the related performance obligations are fulfilled.

5. Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common shares plus the potentially dilutive effect of common stock equivalents (outstanding stock options, restricted stock and restricted stock units) issued and outstanding at the reporting date, using the treasury stock method. Common stock equivalents that are anti-dilutive are excluded from the computation of weighted average shares outstanding.

19

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Numerators:
Net income	$	19,044	$	15,249	$	46,303	$	52,869
Denominators:
Basic weighted average common shares outstanding	34,322,449		34,458,520		34,382,787		34,472,232
Dilutive effect of share based awards	377,048		749,471		362,181		745,582
Diluted weighted average common shares outstanding	34,699,497		35,207,991		34,744,968		35,217,814
Earnings per share attributable to ExlService Holdings Inc. stockholders:
Basic	$	0.55	$	0.44	$	1.35	$	1.53
Diluted	$	0.55	$	0.43	$	1.33	$	1.50
Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share	—		256		141,834		161,792

6. Cash, Cash Equivalents and Restricted Cash

For the purpose of unaudited statements of cash flows, cash, cash equivalents and restricted cash comprise of the following:

	As of
	September 30, 2019		September 30, 2018
Cash and cash equivalents	$	101,432	$	97,636
Restricted cash (current)	5,412		4,679
Restricted cash (non-current)	2,441		3,499
Cash, cash equivalents and restricted cash	$	109,285	$	105,814

7. Other Income, net

Other income, net consists of the following:

	Three months ended September 30,					Nine months ended September 30,
	2019		2018			2019		2018
Gain on sale and mark-to-market of mutual funds	$	3,216	$	2,180		$	10,060	$	7,007
Interest and dividend income	489		523			1,982		1,160
Others, net	858		(237		)	1,046		65
Other income, net	$	4,563	$	2,466		$	13,088	$	8,232

20

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

8. Property and Equipment, net

Property and equipment, net consists of the following:

	Estimated useful lives	As of
	(Years)	September 30, 2019			December 31, 2018
Owned Assets:
Network equipment and computers	3-5	$	93,727		$	85,921
Software	3-5	77,017			69,752
Leasehold improvements	3-8	44,355			39,533
Office furniture and equipment	3-8	21,856			20,097
Motor vehicles	2-5	602			635
Buildings	30	1,122			1,140
Land	—	734			746
Capital work in progress	—	11,542			11,026
		250,955			228,850
Less: Accumulated depreciation and amortization		(173,127		)	(155,798		)
		$	77,828		$	73,052
Right-of-use assets under finance leases:
Leasehold improvements		$	751		$	778
Office furniture and equipment		314			53
Motor vehicles		690			628
		1,755			1,459
Less: Accumulated depreciation and amortization		(1,112		)	(1,001		)
		$	643		$	458
Property and equipment, net		$	78,471		$	73,510

Capital work in progress represents advances paid towards acquisition of property and equipment and costs incurred to develop software not yet ready to be placed in service.

The depreciation and amortization, excluding amortization of acquisition-related intangibles, recognized in the unaudited consolidated statements of income was as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Depreciation and amortization	$	7,545	$	7,381	$	22,882	$	20,759

The depreciation and amortization set forth above includes the effect of foreign exchange gain/(loss) upon settlement of cash flow hedges, amounting to $54 and ($33) for the three months ended and $167 and $160 for the nine months ended September 30, 2019 and 2018, respectively. Refer Note 17 to the unaudited consolidated financial statements for further details.

21

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Internally developed software costs, included under Software, was as follows:

	As of
	September 30, 2019			December 31, 2018
Cost	$	14,212		$	8,783
Less : Accumulated amortization	(4,196		)	(2,393		)
Internally developed software, net	$	10,016		$	6,390

The amortization expense on internally developed software recognized in the unaudited consolidated statements of income was as follows:

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
Amortization expense	$	746	$	502	$	1,952	$	974

During the three and nine months ended September 30, 2019, the Company performed an impairment test of its long-lived assets of its Health Integrated business. Based on the results, the long-lived assets carrying value exceeded their fair value. The primary factor contributing to a reduction in the fair value is the commencement of the wind down of the Health Integrated business, and an anticipated reduction to the Company's estimated future cash flows. As a result of this analysis, the Company recognized impairment charges of $nil and $2,178 during the three and nine months ended September 30, 2019, respectively, to write down the carrying value of property and equipment to its fair value. This impairment charge was recorded in the unaudited consolidated statements of income under "Impairment and restructuring charges". Refer Note 24 to the unaudited consolidated financial statements for further details.

9. Business Combinations, Goodwill and Intangible Assets

SCIOinspire Holdings Inc.

On July 1, 2018, the Company, through its wholly owned subsidiary ExlService.com, LLC (“Buyer”) and Buyer’s wholly owned subsidiary, ExlService Cayman Merger Sub, completed the acquisition of SCIO pursuant to an Agreement of Merger dated April 28, 2018 (the "Merger Agreement"). ExlService Cayman Merger Sub, merged with and into SCIO, with SCIO surviving the merger as a wholly-owned subsidiary of the Buyer.

SCIO is a health analytics solution and services company serving healthcare organizations including providers, health plans, pharmacy benefit managers, employers, health services and global life sciences companies. The acquisition is expected to significantly strengthen the Company’s capability in the high growth cost optimization and care optimization markets. The acquisition of SCIO is included in the Analytics reportable segment.

The aggregate purchase consideration was $245,044, including cash and cash equivalents acquired and post-closing adjustments. The aggregate base purchase consideration payable at closing of the merger was $236,500 based on completion of diligence, which was adjusted based on, among other things, SCIO’s cash, debt, working capital position and other adjustments as of the Closing as set forth in the Merger Agreement. To finance the acquisition at Closing, the Company utilized its revolving Credit Facility in the amount of $233,000, issued 69,459 shares of restricted common stock of the Company in the amount of $4,080 and paid the balance with available cash on hand.

Pursuant to the Company’s business combinations accounting policy, the total purchase consideration for SCIO was allocated to identifiable net tangible and intangible assets based upon their preliminary fair values. The excess of the purchase consideration over fair value of identifiable net tangible and intangible assets was recorded as goodwill. In order to allocate the consideration transferred for SCIO, the fair values of all identifiable assets and liabilities were established. For accounting and financial reporting

22

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

purposes, fair value is defined under ASC No. 820, Fair Value Measurement and Disclosure, as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results.

The Company’s purchase price allocation to net tangible and intangible assets of SCIO is as follows:

Assets:
Cash and cash equivalents	$	9,842
Restricted cash	2,790
Accounts receivable	19,924
Other current assets	2,076
Property and equipment	1,824
Other assets	1,751
Intangible assets
Customer relationships	47,800
Developed technology	21,400
Trade names and trademarks	3,700
	111,107
Liabilities:
Current liabilities	(12,482		)
Deferred tax liabilities, net	(17,132		)
Other non-current liabilities	(200		)
	(29,814		)
Net assets acquired	$	81,293
Goodwill	163,751
Total purchase consideration	$	245,044

The fair values of the trade names and trademarks intangible assets were determined by using an “income approach”, specifically the relief-from-royalty approach. The basic principle of the relief-from-royalty method is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments. Therefore, a portion of SCIO’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the firm’s ownership. The trade names and trademarks are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 3 years.

The fair values of the developed technology intangible assets were also determined by the relief-from-royalty approach. Similarly, this approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of the technology. Therefore, a portion of SCIO’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the firm’s ownership of the technology. The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 5 years.

The fair values of the customer relationships were determined by using an “income approach”, specifically the Multi-Period Excess Earnings Method ("MPEEM"). The MPEEM is a specific application of the discounted cash flow method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting Contributory Asset Charges ("CAC"). The principle behind a CAC

23

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

is that an intangible asset ‘rents’ or ‘leases’ from a hypothetical third party all the assets it requires to produce the cash flows resulting from its development, that each project rents only those assets it needs (including elements of goodwill) and not the ones that it does not need, and that each project pays the owner of the assets a fair return on (and of, when appropriate) the value of the rented assets. The customer relationship assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 10 years.

The goodwill recognized is attributable primarily to expected synergies from continuing operations of SCIO and the Company. The amount of goodwill recognized from SCIO's acquisition is not deductible for tax purposes. The goodwill has been assigned to our Analytics reportable segment based upon the Company’s assessment of nature of services rendered by SCIO.

Goodwill

The following table sets forth details of changes in goodwill by reportable segment of the Company:

	Insurance			Healthcare			TT&L			F&A			All Other		Analytics		Total
Balance at January 1, 2018	$	38,333		$	35,233		$	13,679		$	48,372		$	5,326	$	63,538	$	204,481
Acquisitions	—			—			—			—			—		163,751		163,751
Measurement period adjustments	—			(1,728		)	—			—			—		—		(1,728		)
Currency translation adjustments	(130		)	—			(982		)	(1,179		)	—		—		(2,291		)
Impairment charges	—			(14,229		)	—			—			—		—		(14,229		)
Balance at December 31, 2018	$	38,203		$	19,276		$	12,697		$	47,193		$	5,326	$	227,289	$	349,984
Currency translation adjustments	(91		)	—			(165		)	(198		)	—		—		(454		)
Balance at September 30, 2019	$	38,112		$	19,276		$	12,532		$	46,995		$	5,326	$	227,289	$	349,530

During the fourth quarter of 2018, the Company performed its annual impairment test of goodwill for all its reporting units. Based on the results, the fair values of each of the Company’s reporting units exceeded their carrying values except for the Health Integrated reporting unit, within the Healthcare operating segment. The primary factors contributing to a reduction in the fair value of the Health Integrated reporting unit were: (i) revenues and profitability in 2018 were significantly lower than the Company’s budget; and (ii) significant changes to the Company's estimated future cash flows and long-term growth assumptions for the Health Integrated reporting unit driven by loss of customer contracts, cost pressures and the Company’s most recent views of the long-term outlook for the Health Integrated business. As a result of this analysis, the Company recognized a goodwill impairment charge of $14,229 during the fourth quarter to write down the carrying value of Health Integrated’s goodwill to its fair value of $nil as of December 31, 2018. This impairment charge was recorded in the consolidated statements of income under "Impairment and restructuring charges".

As of September 30, 2019, the Company believes no other goodwill impairment exists, apart from the impairment charges discussed above, and that the remaining goodwill is recoverable for all of its reporting units; however, there can be no assurances that additional goodwill will not be impaired in future periods. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods.

24

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Intangible Assets

Information regarding the Company’s intangible assets is set forth below:

	As of September 30, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	119,282	$	(61,778	)	$	57,504
Developed technology	35,555		(17,989		)	17,566
Trade names and trademarks	5,480		(2,605		)	2,875
	$	160,317	$	(82,372	)	$	77,945
Indefinite-lived intangible assets:
Trade names and trademarks	900		—			900
Total intangible assets	$	161,217	$	(82,372	)	$	78,845

	As of December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	129,790	$	(56,367	)	$	(5,549	)	$	67,874
Leasehold benefits	2,644		(2,567		)	—			77
Developed technology	37,154		(14,653		)	—			22,501
Non-compete agreements	2,045		(1,937		)	—			108
Trade names and trademarks	9,639		(5,326		)	(278		)	4,035
	$	181,272	$	(80,850	)	$	(5,827	)	$	94,595
Indefinite-lived intangible assets:
Trade names and trademarks	900		—			—			900
Total intangible assets	$	182,172	$	(80,850	)	$	(5,827	)	$	95,495

The amortization expense for the period is as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Amortization expense	$	5,502	$	6,718	$	16,584	$	14,426

During the fourth quarter of 2018, the Company recognized impairment charges of $5,549 and $278 related to its customer relationships and trademarks intangible assets, respectively, in the Health Integrated reporting unit, within the Healthcare operating segment. The Company tested these intangible assets for recoverability due to indicators warranting the impairment test such as: (i) revenues and profitability in 2018 were significantly lower than the Company’s budget, and (ii) significant changes to the Company's estimated future cash flows and long-term growth assumptions for the Health Integrated reporting unit driven by loss of customer contracts, cost pressures and the Company’s most recent views of the long-term outlook for the Health Integrated business. Based on the results of its testing, the Company determined that the carrying value of the intangible assets was not recoverable, and an impairment charge was recorded to the extent that carrying value exceeded estimated fair value. This impairment charge was recorded in the consolidated statements of income under "Impairment and restructuring charges". Subsequent to the impairment test, Health Integrated reporting unit’s customer relationships and trademarks intangibles assets were reduced to $nil as of December 31, 2018.

25

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

The remaining weighted average life of intangible assets is as follows:

	(in years)
Customer relationships	7.72
Developed technology	3.83
Trade names and trademarks (Finite lived)	2.56

Estimated future amortization expense related to intangible assets as of September 30, 2019 is as follows:
2019 (October 1 - December 31)	$	4,963
2020	14,422
2021	12,731
2022	11,325
2023	9,036
2024 and thereafter	25,468
Total	$	77,945

10. Investment in Equity Affiliate

On December 12, 2017, the Company acquired preferred stock in Corridor Platform Inc. (“Corridor”), a big data credit risk management platform for $3,000. The Company has determined that based on its ownership interest and other rights, Corridor is an equity method affiliate. The Company has the right and option to acquire additional preferred stock from Corridor as per the terms of the agreement. The Company's proportionate share of net loss for the three and nine months ended September 30, 2019 was $69 and $198, and for the three and nine months ended September 30, 2018 was $62 and $176, respectively.

11. Other Current Assets

Other current assets consist of the following:

	As of
	September 30, 2019		December 31, 2018
Derivative instruments	$	3,127	$	4,059
Advances to suppliers	1,824		2,910
Receivables from statutory authorities	16,490		14,145
Contract assets	1,190		1,201
Deferred contract fulfillment costs	1,164		1,236
Others	4,179		4,689
Other current assets	$	27,974	$	28,240

26

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

12. Other Assets

Other assets consist of the following:

	As of
	September 30, 2019		December 31, 2018
Lease deposits	$	9,118	$	8,891
Derivative instruments	2,734		1,971
Deposits with statutory authorities	6,264		6,259
Term deposits	426		315
Contract assets	3,338		4,244
Deferred contract fulfillment costs	5,173		2,815
Others	5,914		6,520
Other assets	$	32,967	$	31,015

13. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	As of
	September 30, 2019		December 31, 2018
Accrued expenses	$	50,276	$	44,711
Derivative instruments	2,049		3,204
Client liabilities	5,672		6,933
Other current liabilities	11,879		9,321
Accrued expenses and other current liabilities	$	69,876	$	64,169

14. Other Non-Current Liabilities

Other non-current liabilities consist of the following:

	As of
	September 30, 2019		December 31, 2018
Derivative instruments	$	1,884	$	3,075
Unrecognized tax benefits	804		804
Deferred rent	—		7,834
Retirement benefits	2,239		3,616
Deferred transition revenue	2,316		945
Others	1,998		247
Other non-current liabilities	$	9,241	$	16,521

27

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

15. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of amortization of actuarial gain/(loss) on retirement benefits and changes in the cumulative foreign currency translation adjustments. In addition, the Company enters into foreign currency exchange contracts, which are designated as cash flow hedges in accordance with ASC 815. Changes in the fair values of forward contracts are recognized in accumulated other comprehensive loss on the Company's unaudited consolidated balance sheets until the settlement of those contracts. The balances as of September 30, 2019 and December 31, 2018 are as follows:

	As of
	September 30, 2019			December 31, 2018
Cumulative foreign currency translation loss	$	(88,925	)	$	(84,105	)
Unrealized gain/(loss) on cash flow hedges, net of taxes of $133 and $115, respectively	2,019			(333		)
Retirement benefits, net of taxes of $46 and ($53), respectively	753			971
Accumulated other comprehensive loss	$	(86,153	)	$	(83,467	)

16. Fair Value Measurements

Assets and Liabilities Measured at Fair Value

The following table sets forth the Company’s assets and liabilities that were accounted for at fair value as of September 30, 2019 and December 31, 2018.

As of September 30, 2019	Level 1		Level 2		Level 3		Total
Assets
Mutual funds*	$	147,883	$	—	$	—	$	147,883
Derivative financial instruments	—		5,861		—		5,861
Total	$	147,883	$	5,861	$	—	$	153,744
Liabilities
Derivative financial instruments	$	—	$	3,933	$	—	$	3,933
Total	$	—	$	3,933	$	—	$	3,933
As of December 31, 2018	Level 1		Level 2		Level 3		Total
Assets
Mutual funds*	$	142,408	$	—	$	—	$	142,408
Derivative financial instruments	—		6,030		—		6,030
Total	$	142,408	$	6,030	$	—	$	148,438
Liabilities
Derivative financial instruments	$	—	$	6,279	$	—	$	6,279
Total	$	—	$	6,279	$	—	$	6,279

* Represents short-term investments carried on fair value option under ASC 825 “Financial Instruments” as of September 30, 2019 and December 31, 2018.

28

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Derivative Financial Instruments: The Company’s derivative financial instruments consist of foreign currency forward exchange contracts. Fair values for derivative financial instruments are based on independent sources including highly rated financial institutions and are classified as Level 2. Refer Note 17 to the unaudited consolidated financial statements for further details.

Financial instruments not carried at fair value:

The Company’s other financial instruments not carried at fair value consist primarily of accounts receivable, accounts payable, accrued expenses and outstanding revolver credit for which fair values approximate their carrying amounts due to their short-term nature.

Convertible Senior Notes:

The total estimated fair value of the convertible senior notes as of September 30, 2019 and December 31, 2018 was $145,962 and $130,510, respectively. The fair value was determined based on the market yields for similar Notes as of the September 30, 2019 and December 31, 2018. The Company considers the fair value of the Notes to be a Level 2 measurement due to the limited inputs available for its fair valuation.

Nonrecurring fair value measurements of assets:

Nonrecurring fair value measurements include impairment tests conducted by the Company during the nine months ended September 30, 2019 of its ROU assets and long-lived assets related to its Health Integrated business. The fair value determination for ROU assets was based on third party quotes, which are Level 2 inputs and for other long-lived assets, it was based on Company’s internal assessment, which are Level 3 inputs. During the nine months ended September 30, 2019, the Company recognized impairment charges on ROU assets and long-lived assets to write down the carrying value to their fair values. Refer Note 8 and 21 to the unaudited consolidated financial statements for further details.

17. Derivatives and Hedge Accounting

The Company uses derivative instruments and hedging transactions to mitigate exposure to foreign currency fluctuation risks associated with forecasted transactions denominated in certain foreign currencies and to minimize earnings and cash flow volatility associated with changes in foreign currency exchange rates. The Company’s derivative financial instruments are largely forward foreign exchange contracts that are designated as effective hedges and that qualify as cash flow hedges under ASC 815. The Company had outstanding cash flow hedges totaling $409,725 (including $6,550 of range forward contracts) as of September 30, 2019 and $362,435 (including $6,900 of range forward contracts) as of December 31, 2018.

Changes in the fair value of these cash flow hedges are recorded as a component of accumulated other comprehensive income/(loss), net of tax, until the hedged transactions occurs. The resultant foreign exchange gain/(loss) upon settlement of derivative financial instruments are recorded along with the underlying hedged item in the same line of unaudited consolidated statements of income as either part of “Cost of revenues”, “General and administrative expenses”, “Selling and marketing expenses”, “Depreciation and amortization”, as applicable.

The Company also enters into foreign currency forward contracts to economically hedge its intercompany balances and other monetary assets and liabilities denominated in currencies other than functional currencies. These derivatives do not qualify as fair value hedges under ASC 815. Changes in the fair value of these derivatives are recognized in the unaudited consolidated statements of income and are included in foreign exchange gain/(loss). The Company’s primary exchange rate exposure is with the Indian Rupee, the U.K. pound sterling and the Philippine peso. The Company also has exposure to Colombian pesos, Czech Koruna, the Euro, South African ZAR and other local currencies in which it operates. Outstanding foreign currency forward contracts amounted to $112,925, GBP 13,442 and EUR 1,111 as of September 30, 2019 and amounted to $125,503, GBP 15,616 and EUR 512 as of December 31, 2018.

The Company uses forward contracts designated as net investment hedges to hedge the foreign currency risks related to our investment in foreign subsidiaries. Gains and losses on these forward contracts are recognized in AOCI as part of the foreign currency translation adjustment.

29

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

The Company estimates that approximately $1,302 of net derivative gains, excluding tax effects, included in accumulated other comprehensive loss representing changes in the value of cash flow hedges, could be reclassified into earnings within the next twelve months based on exchange rates prevailing as of September 30, 2019. At September 30, 2019, the maximum outstanding term of the cash flow hedges was 45 months.

The Company evaluates hedge effectiveness at the time a contract is entered into as well as on an ongoing basis. For hedging positions that are discontinued because the forecasted transaction is not expected to occur by the end of the originally specified period, any related amounts recorded in equity are reclassified to earnings.

The following tables set forth the fair value of the foreign currency exchange contracts and their location on the unaudited consolidated financial statements:

Derivatives designated as hedging instruments:	As of
Foreign currency exchange contracts	September 30, 2019		December 31, 2018
Other current assets	$	3,118	$	4,022
Other assets	$	2,734	$	1,971
Accrued expenses and other current liabilities	$	1,816	$	3,137
Other non-current liabilities	$	1,884	$	3,075
Derivatives not designated as hedging instruments:	As of
Foreign currency exchange contracts	September 30, 2019		December 31, 2018
Other current assets	$	9	$	37
Accrued expenses and other current liabilities	$	233	$	67

The following tables set forth the effect of foreign currency exchange contracts on the unaudited consolidated statements of income and accumulated other comprehensive loss for the three and nine months ended September 30, 2019 and 2018:

	Three months ended September 30,						Nine months ended September 30,
Forward Exchange Contracts:	2019			2018			2019		2018
Gain/(Loss) recognized in AOCI
Derivatives in cash flow hedging relationships	$	(3,596	)	$	(11,944	)	$	5,629	$	(29,187	)
Gain/(Loss) recognized in unaudited consolidated statements of income
Derivatives not designated as hedging instruments	$	(794	)	$	(4,268	)	$	3,525	$	(9,837	)

30

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Location and amount of gain/(loss) recognized in unaudited consolidated statements of income for cash flow hedging relationships and derivatives not designated as hedging instruments
	Three months ended September 30,
	2019					2018
	As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts			As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts
Cash flow hedging relationships
Location in unaudited consolidated statements of income where gain/(loss) was reclassed from AOCI
Cost of revenues	$	167,542	$	1,432		$	152,157	$	(76	)
General and administrative expenses	$	29,590	173			$	28,704	12
Selling & marketing expenses	$	18,302	19			$	16,490	6
Depreciation & amortization	$	13,047	80			$	14,099	(7		)
			$	1,704				$	(65	)
Derivatives not designated as hedging instruments
Location in unaudited consolidated statements of income where gain/(loss) was recognized
Foreign exchange gain/(loss), net	$	1,009	$	(794	)	$	1,385	$	(4,268	)
	$	1,009	$	(794	)	$	1,385	$	(4,268	)

31

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

	Nine months ended September 30,
	2019				2018
	As per unaudited consolidated statements of income		Gain on foreign currency exchange contracts		As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts
Cash flow hedging relationships
Location in unaudited consolidated statements of income where gain/(loss) was reclassed from AOCI
Cost of revenues	$	487,228	$	2,682	$	429,907	$	3,260
General and administrative expenses	$	93,349	359		$	85,610	523
Selling & marketing expenses	$	53,996	38		$	45,593	56
Depreciation & amortization	$	39,466	180		$	35,185	234
			$	3,259			$	4,073
Derivatives not designated as hedging instruments
Location in unaudited consolidated statements of income where gain/(loss) was recognized
Foreign exchange gain/(loss), net	$	3,471	$	3,525	$	3,414	$	(9,837	)
	$	3,471	$	3,525	$	3,414	$	(9,837	)

Effect of net investment hedges on accumulated other comprehensive loss
	Three months ended September 30,				Nine months ended September 30,
	Amount of (Loss) Recognized in AOCI				Amount of (Loss) Recognized in AOCI
Net investment hedging relationships	2019		2018		2019			2018
Foreign exchange contracts	$	—	$	—	$	(580	)	$	—
	$	—	$	—	$	(580	)	$	—

18. Borrowings

Revolver Credit Agreement

On November 21, 2017, the Company and each of the Company’s wholly owned material domestic subsidiaries entered into a Credit Agreement with certain lenders, and Citibank, N.A. as Administrative Agent (the “Credit Agreement”). The Credit Agreement provides for a $200,000 revolving credit facility (the “Credit Facility”) with an option to increase the commitments by up to $100,000, subject to certain approvals and conditions as set forth in the Credit Agreement. The Credit Agreement also includes a letter of credit sub facility. The Credit Facility has a maturity date of November 21, 2022 and is voluntarily pre-payable from time to time without premium or penalty. Borrowings under the Credit Agreement may be used for working capital and general corporate purposes, including permitted acquisitions. On July 2, 2018, the Company exercised its option under the Credit Agreement to increase the commitments by $100,000 thereby utilizing the entire revolver under the Credit Facility of $300,000, to fund the SCIO acquisition. The incremental commitments were made pursuant to (and constitute part of) the existing commitments and shall be subject to the terms and conditions applicable to the existing commitments as set forth in the Credit Agreement.

32

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Depending on the type of borrowing, loans under the Credit Agreement bear interest at a rate equal to the specified prime rate (alternate base rate) or adjusted LIBO rate, plus, in each case, an applicable margin. The applicable margin is tied to the Company’s total net leverage ratio and ranges from 0% to 0.75% per annum with respect to loans pegged to the specified prime rate, and 1.00% to 1.75% per annum on loans pegged to the adjusted LIBO rate. The revolving credit commitments under the Credit Agreement are subject to a commitment fee, which is also tied to the Company’s total net leverage ratio, and ranges from 0.15% to 0.30% per annum on the average daily amount by which the aggregate revolving commitments exceed the sum of outstanding revolving loans and letter of credit obligations. The Credit Facility carried an effective interest rate of 4.1% per annum each during the three and nine months ended September 30, 2019, and 3.1% and 3.3% per annum during the three and nine months ended September 30, 2018, respectively.

Obligations under the Credit Agreement are guaranteed by the Company’s material domestic subsidiaries and are secured by all or substantially all of the assets of the Company and our material domestic subsidiaries. The Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on the ability to incur indebtedness, create liens, make certain investments, make certain dividends and related distributions, enter into, or undertake, certain liquidations, mergers, consolidations or acquisitions and dispose of assets or subsidiaries. In addition, the Credit Agreement contains a covenant to not permit the interest coverage ratio (the ratio of EBITDA to cash interest expense) or the total net leverage ratio (total funded indebtedness, less unrestricted domestic cash and cash equivalents not to exceed $50,000 to EBITDA) for the four consecutive quarter period ending on the last day of each fiscal quarter, to be less than 3.5 to 1.0 or more than 3.0 to 1.0, respectively. As of September 30, 2019, the Company was in compliance with all financial and non-financial covenants listed under the Credit Agreement.

The Company entered into a second amendment (the “Amendment”) to its Credit Agreement, as amended, among the Company, as borrower, with certain lenders, and Citibank, N.A. as Administrative Agent to, among other things, permit the issuance by the Company of the convertible notes, and settlement upon maturity or conversion thereof, in accordance with the Investment Agreement, the indenture dated as of October 4, 2018 and the other documents entered into in connection therewith.

As of September 30, 2019, the Company had outstanding indebtedness under the credit facility of $109,000, of which $20,000 is expected to be repaid within the next twelve months and is included under “current portion of long-term borrowings” and of which $89,000 is included under “long-term borrowings” in the unaudited consolidated balance sheets. As of December 31, 2018, the Company had an outstanding indebtedness under the credit facility of $150,000, of which $20,000 was included under “current portion of long-term borrowings,” and the balance of $130,000 was included under “long-term borrowings” in the consolidated balance sheets.

The Company incurred certain debt issuance costs, which are deferred and amortized as an adjustment to interest expense over the term of the credit facility. The unamortized debt issuance costs as of September 30, 2019 and December 31, 2018 was $813 and $1,006, respectively, and is included under "other current assets" and “other assets” in the unaudited consolidated balance sheets.

Convertible Senior Notes

On October 1, 2018, the Company entered into an investment agreement (the “Investment Agreement”) with Orogen Echo LLC (the “Purchaser”), an affiliate of The Orogen Group LLC, relating to the issuance to the Purchaser of $150,000 in an aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024 (the “Notes”). The transactions contemplated by the Investment Agreement, including the issuance of the Notes, closed on October 4, 2018. The Notes bear interest at a rate of 3.50% per annum, payable semi-annually in arrears in cash on April 1 and October 1 of each year. During the three and nine months ended September 30, 2019, the Company recognized interest expense of $1,313 and $3,894, respectively. The Notes are convertible at an initial conversion rate of 13.3333 shares of the common stock per $1,000 principal amount of the Notes (which represents an initial conversion price of approximately $75 per share). With certain exceptions, upon a fundamental change, as defined in the Indenture, the holders of the Notes may require that the Company repurchase all or part of the principal amount of the Notes at a purchase price equal to the principal amount plus accrued and unpaid interest. The Company may redeem the principal amount of the Notes, at its option, in whole but not in part, at a purchase price equal to the principal amount plus accrued and unpaid interest on or after October 1, 2021, if the closing sale price of the common stock exceeds 150% of the then-current conversion price for 20 or more trading days in the 30 consecutive trading day period preceding the Company’s exercise of this redemption right (including the trading day immediately prior to the date of the notice of redemption).The Company may elect to settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash

33

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

and shares of the Company’s common stock. The Company used the proceeds from the issuance of the Notes to repay $150,000 of its outstanding borrowings under the Credit Facility.

The net proceeds from the issuance of the Notes were approximately $149,000, after deducting debt issuance costs of $1,000 and offering expenses of approximately $442 paid by the Company. These transaction and debt issuance costs were allocated between the liability and equity components based on their relative values. The transaction costs and debt issuance costs allocated to the liability and equity components were $1,279 and $163, respectively. The debt issuance costs allocated to the liability component are deferred and amortized as an adjustment to interest expense over the term of the Notes. The unamortized debt issuance costs is presented as a direct reduction from the Notes in the unaudited consolidated balance sheets. The unamortized debt issuance costs as of September 30, 2019 and December 31, 2018 was $1,071 and $1,127, respectively.

The Company accounted for the liability and equity components of the Notes separately to reflect its non-convertible debt borrowing rate. The estimated fair value of the liability component at issuance of $133,077 was determined using a discounted cash flow technique, which considered debt issuances with similar features of the Company’s debt, excluding the conversion feature. The resulting effective interest rate for the Notes was 5.75% per annum. The excess of the gross proceeds received over the estimated fair value of the liability component totaling $16,923 was allocated to the conversion feature (equity component, recorded as additional paid-in capital) with a corresponding offset recognized as a discount to reduce the net carrying value of the Notes. The discount is being amortized to interest expense over a six-year period ending October 1, 2024 (the expected life of the liability component) using the effective interest method. During the three and nine months ended September 30, 2019, the Company amortized $618 and $1,836, respectively, of the discount to interest expense. The unamortized debt discount as of September 30, 2019 and December 31, 2018 was $14,487 and $16,323, respectively. At the time of issuance, the Company evaluated the Notes in accordance with ASC 815-15 and determined that the Notes contain a single embedded derivative, being the call option having market interest rates as the underlying, which does not require bifurcation as the features clearly and closely related to the host instrument. The Company determined that the value of this embedded derivative was nominal as of the date of issuance.

Borrowings also includes structured payables which are in the nature of debt, amounting to $1,351 and $2,114 as of September 30, 2019 and December 31, 2018, respectively, of which $876 and $1,423 is included under "current portion of long-term borrowings", and $475 and $691, respectively, included under "long-term borrowings" in the unaudited consolidated balance sheets.

Future principal payments/maturities for all of the Company's borrowings as of September 30, 2019 were as follows:

	Notes		Revolver Credit		Structured Payables		Total
2019 (October - December)	$	—	$	5,000	$	658	$	5,658
2020	—		22,000		693		22,693
2021	—		31,000		—		31,000
2022	—		51,000		—		51,000
2023	—		—		—		—
2024 and thereafter	150,000		—		—		150,000
Total	$	150,000	$	109,000	$	1,351	$	260,351

Letters of Credit

In the ordinary course of business, the Company provides standby letters of credit to third parties primarily for facility leases. As of September 30, 2019 and December 31, 2018, the Company had outstanding letters of credit of $461 and $nil, respectively, that were not recognized in the consolidated balance sheets.

19. Capital Structure

Common Stock

The Company has one class of common stock outstanding.

34

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

During the three months ended September 30, 2019 and 2018, the Company did not acquire any shares of common stock from employees in connection with withholding tax payments related to the vesting of restricted stock.

During the nine months ended September 30, 2019 and 2018, the Company acquired 22,666 and 45,646 shares of common stock, respectively, from employees in connection with withholding tax payments related to the vesting of restricted stock for a total consideration of $1,408 and $2,790, respectively. The weighted average purchase price per share of $62.11 and $61.12, respectively, was the average of the high and low price of the Company's share of common stock on the Nasdaq Global Select Market on the trading day prior to the vesting date of the shares of restricted stock.

On December 30, 2014, the Company’s Board of Directors authorized a common stock repurchase program (the “2014 Repurchase Program”), under which shares were authorized to be purchased by the Company from time to time from the open market and through private transactions during each of the fiscal years 2017 through 2019 up to an annual amount of $20,000.

On February 28, 2017, the Company’s Board of Directors authorized an additional common stock repurchase program (the “2017 Repurchase Program”), under which shares may be purchased by the Company from time to time from the open market and through private transactions during each of the fiscal years 2017 through 2019 up to an aggregate additional amount of $100,000. The approval increased the 2017 authorization from $20,000 to $40,000 and authorizes stock repurchases of up to $40,000 in each of 2018 and 2019.

During the three and nine months ended September 30, 2019, the Company purchased 125,744 and 563,769 shares of its common stock, respectively, for an aggregate purchase price of approximately $8,346 and $34,476, respectively, including commissions, representing an average purchase price per share of $66.38 and $61.15, respectively, under the 2017 Repurchase Program.

During the three and nine months ended September 30, 2018, the Company purchased 155,837 and 503,019 shares of its common stock, respectively, for an aggregate purchase price of approximately $9,657 and $30,003, respectively, including commissions, representing an average purchase price per share of $61.97 and $59.65, respectively, under the 2017 Repurchase Program.

Repurchased shares have been recorded as treasury shares and will be held until the Board of Directors designates that these shares be retired or used for other purposes.

20. Employee Benefit Plans

The Company’s Gratuity Plans in India ("Gratuity Plan") provide for lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the Gratuity Plans are determined by actuarial valuation using the projected unit credit method. Current service costs for the Gratuity Plan are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized and amortized over the remaining period of service of the employees.

In addition, the Company’s subsidiary operating in the Philippines conforms to the minimum regulatory benefit which provide for lump sum payment to vested employees on retirement from employment in an amount based on the respective employee’s salary and years of employment with the Company (the "Philippines Plan"). The benefit costs of the Philippines Plan for the year are calculated on an actuarial basis.    

35

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Components of net periodic benefit cost:

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Service cost	$	488		$	431		$	1,468		$	1,293
Interest cost	219			173			659			526
Expected return on plan assets	(142		)	(117		)	(428		)	(359		)
Amortization of actuarial gain	(40		)	(37		)	(119		)	(114		)
Net gratuity cost	$	525		$	450		$	1,580		$	1,346

The Gratuity Plan in India is partially funded and the Philippines plan is unfunded. The Company makes annual contributions to the employees' gratuity fund established with Life Insurance Corporation of India and HDFC Standard Life Insurance Company. They calculate the annual contribution required to be made by the Company and manage the Gratuity Plans, including any required payouts. Fund managers manage these funds on a cash accumulation basis and declare interest retrospectively on March 31 of each year. The Company earned a return of approximately 7.8% per annum on these Gratuity Plans for the nine months ended September 30, 2019.

Change in Plan Assets
Plan assets at January 1, 2019	$	7,420
Actual return	356
Employer contribution	1,884
Benefits paid*	(670		)
Effect of exchange rate changes	(134		)
Plan assets at September 30, 2019	$	8,856

*Benefit payments were substantially made through the plan assets during the nine months ended September 30, 2019.

The Company maintains several 401(k) plans (the "401(k) Plans") under Section 401(k) of the Internal Revenue Code of 1986 (the “Code”), covering all eligible employees, as defined in the Code as a defined contribution plan. The Company may make discretionary contributions of up to a maximum of 4% of employee compensation within certain limits. The Company accrued for contributions to the 401(k) Plans of $779 and $645 for the three months ended September 30, 2019 and 2018, respectively, and $2,901 and $2,630 for the nine months ended September 30, 2019 and 2018, respectively.

During the three months ended September 30, 2019 and 2018, the Company contributed $2,793 and $2,003, respectively, and during the nine months ended September 30, 2019 and 2018, the Company contributed $7,507 and $5,670, respectively, for various defined contribution plans on behalf of its employees in India, the Philippines, Bulgaria, Romania, the Czech Republic, South Africa, Colombia, and Singapore.

21. Leases

The Company conducts its operations using facilities leased under operating lease agreements that expire at various dates. The Company finances its use of certain motor vehicles and other equipment under various lease arrangements provided by financial institutions.

The Company has performed an evaluation of its contracts with suppliers in accordance with Topic 842 and has determined that, except for leases for office facilities, motor vehicles and other equipment as described above, none of the Company’s contracts contain a lease.

In assessment of the lease term, the Company considers the extension option as part of its lease term for those lease arrangements where the Company is reasonably certain of availing the extension option.

The lease agreements do not contain any covenant to impose any restrictions except for market-standard practice for similar lease arrangements.

36

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Supplemental balance sheet information

	As of
	September 30, 2019
Operating Lease
Operating lease right-of-use assets	$	88,753
Operating lease liabilities - Current	$	23,516
Operating lease liabilities - Non-current	76,080
Total operating lease liabilities	$	99,596
Finance Lease
Property and equipment, gross	$	1,755
Accumulated depreciation	(1,112		)
Property and equipment, net	$	643
Finance lease liabilities - Current	$	248
Finance lease liabilities - Non-current	436
Total finance lease liabilities	$	684

During the three and nine months ended September 2019, the Company performed an impairment test of its long-lived assets of its Health Integrated business. Based on the results, the operating lease right-of-use assets carrying value exceeded their fair value. The primary factor contributing to a reduction in the fair value is the commencement of the wind down of the Health Integrated business, and an anticipated reduction to the Company's estimated future cash flows. As a result of this analysis, the Company recognized an impairment charge of $nil and $989 during the three and nine months ended September 30, 2019, respectively, to write down the carrying value of operating lease right-of-use to its fair value. This impairment charge was recorded in the unaudited consolidated statements of income under "Impairment and restructuring charges". Refer Note 24 to the unaudited consolidated financial statements for further details.

The components of lease cost, which are included in the Company's unaudited consolidated statements of income, are as follows:

Lease cost	Three months ended September 30, 2019			Nine months ended September 30, 2019
Finance lease:
Amortization of right-of-use assets	$	68		$	198
Interest on lease liabilities	26			71
Operating lease(a)	6,843			20,544
Sublease income	(29		)	(134		)
Total lease cost	$	6,908		$	20,679

Operating lease cost for leases classified as such under Topic 840 for the three and nine months ended September 30, 2018 was $6,596 and $19,075, respectively.

(a) Includes short-term leases, which are immaterial.

37

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Supplemental cash flow and other information related to leases are as follows:

	Nine months ended September 30, 2019
Cash payments for amounts included in the measurement of lease liabilities :
Operating cash outflows for operating leases	$	19,428
Operating cash outflows for finance leases	$	71
Financing cash outflows for finance leases	$	274
Right-of-use assets obtained in exchange for new operating lease liabilities	$	31,189
Right-of-use assets obtained in exchange for new finance lease liabilities	$	—
Weighted-average remaining lease term
Finance lease	2.3 years
Operating lease	5.9 years
Weighted-average discount rate
Finance lease	8.7		%
Operating lease	7.2		%

The Company determines the incremental borrowing rate by adjusting the benchmark reference rates, applicable to the respective geographies where the leases were entered, with appropriate financing spreads and lease specific adjustments for the effects of collateral.

Maturities of lease liabilities as of September 30, 2019 are as follows:

	Operating Leases		Finance Leases
2019 (October 1 - December 31)	$	6,425	$	109
2020	25,436		304
2021	22,584		220
2022	20,481		110
2023	18,423		81
2024	13,960		15
2025 and thereafter	23,020		—
Total lease payments	$	130,329	$	839
Less: Imputed interest	30,733		155
Present value of lease liabilities	$	99,596	$	684

38

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Maturities of minimum lease payments as of December 31, 2018 are as follows:

During the next twelve months ending December 31,	Operating Leases		Capital Leases
2019	$	23,431	$	283
2020	20,039		163
2021	16,924		120
2022	14,804		58
2023	12,859		49
2024	11,114		—
2025 and thereafter	15,000		—
Total minimum lease payment	$	114,171	$	673
Less: Imputed interest	NA		135
Present value of minimum lease payments	NA		538
Less: Current portion	NA		223
Long term capital lease obligation	NA		$	315

22. Income Taxes

The Company determines the tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates its estimate of annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment.

The Company recorded income tax expense of $5,701 and $5,739 for the three months ended September 30, 2019 and 2018, respectively. The effective tax rate decreased from 27.3% during the three months ended September 30, 2018 to 23.0% during the three months ended September 30, 2019, primarily due to the benefits from higher tax incentives in India and the U.S., and lower tax rates for qualifying Indian subsidiaries, offset by lower excess tax benefit during the three months ended September 30, 2019.

The Company recorded income tax expense of $12,571 and $6,796 for the nine months ended September 30, 2019 and 2018, respectively. The effective tax rate increased from 11.4% during the nine months ended September 30, 2018 to 21.3% during the nine months ended September 30, 2019, primarily as a result of (i) an adjustment of $4,836 reducing the provisional transition tax on the mandatory deemed repatriation of accumulated earnings and profits ("E&P") of foreign subsidiaries recognized during the nine months ended September 30, 2018 and (ii) the recording of excess tax benefits related to stock awards of $5,438 pursuant to ASU No. 2016-09 during the nine months ended September 30, 2018 compared to $1,094 during the nine months ended September 30, 2019.

23. Stock-Based Compensation

The following costs related to the Company’s stock-based compensation plans are included in the unaudited consolidated statements of income:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Cost of revenues	$	1,573	$	1,116	$	4,537	$	3,579
General and administrative expenses	2,957		2,187		8,713		7,536
Selling and marketing expenses	2,897		2,041		8,288		6,196
Total	$	7,427	$	5,344	$	21,538	$	17,311

As of September 30, 2019, the Company had 2,696,200 shares available for grant under the 2018 Omnibus Incentive Plan.

39

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

Stock Options

Stock option activity under the Company’s stock-based compensation plans is shown below:

	Number of Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life (Years)
Outstanding at December 31, 2018	162,475		$	20.21	$	5,267	2.24
Granted	—		—		—		—
Exercised	(35,500	)	9.53		1,811		—
Forfeited	—		—		—		—
Outstanding at September 30, 2019	126,975		$	23.20	$	5,558	2.01
Vested and exercisable at September 30, 2019	126,975		$	23.20	$	5,558	2.01

The unrecognized compensation cost for unvested options as of September 30, 2019 was $nil.

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock unit activity under the Company’s stock-based compensation plans is shown below:

	Restricted Stock				Restricted Stock Units
	Number		Weighted Average Fair Value		Number		Weighted Average Fair Value
Outstanding at December 31, 2018*	103,623		$	42.68	953,578		$	51.81
Granted	—		—		466,173		64.15
Vested	(53,855	)	37.44		(391,533	)	47.25
Forfeited	—		—		(62,513	)	57.69
Outstanding at September 30, 2019*	49,768		$	48.35	965,705		$	59.24

* As of September 30, 2019 and December 31, 2018 restricted stock units vested for which the underlying common stock is yet to be issued are 164,831 and 155,753, respectively.

As of September 30, 2019, unrecognized compensation cost of $46,421 is expected to be expensed over a weighted average period of 2.70 years.

Performance Based Stock Awards

Performance based restricted stock unit (the “PRSUs”) activity under the Company’s stock-based compensation plans is shown below:

	Revenue Based PRSUs			Market Condition Based PRSUs
	Number	Weighted Average Fair Value		Number	Weighted Average Fair Value
Outstanding at December 31, 2018	100,353	$	54.07	100,336	$	62.43
Granted	54,062	64.33		54,053	92.13
Vested	—	—		—	—
Forfeited	—	—		—	—
Outstanding at September 30, 2019	154,415	$	57.66	154,389	$	72.83

As of September 30, 2019, unrecognized compensation cost of $10,503 is expected to be expensed over a weighted average period of 1.84 years.

40

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

24. Impairment and Restructuring Charges

On March 29, 2019, the Company commenced the process of substantially winding down of the operations of the Health Integrated business, which is reported within the Healthcare reportable segment. The Company had previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2019, the operating results of this business were significantly below the Company’s estimates and future estimated cash flows are impacted due to loss of customer contracts and cost pressures, and the Company continues to incur losses from this business. The Company expects the wind down process to be substantially completed by the end of 2019. In connection with the wind down process, the Company recorded pre-tax costs in the unaudited consolidated statements of income under “Impairment and restructuring charges”. The following table summarizes the activity related to the costs incurred and paid for the wind down during the three and nine months ended September 30, 2019:

	Contract Termination Costs			Employee-Related Costs			Other Associated Costs			Total
Balance as of January 1, 2019	$	—		$	—		$	—		$	—
Costs incurred during the six months ended June 30, 2019	2,597			752			291			3,640
Costs incurred during the three months ended September 30, 2019	—			193			296			489
Cumulative costs incurred as of September 30, 2019	$	2,597		$	945		$	587		$	4,129
Costs paid during the six months ended June 30, 2019	—			(57		)	(204		)	(261		)
Costs paid during the three months ended September 30, 2019	(995		)	(31		)	(209		)	(1,235		)
Balance as of September 30, 2019	$	1,602		$	857		$	174		$	2,633
Total expected costs	$	3,000		$	1,500		$	1,000		$	5,500

Additionally, the Company recognized impairment on ROU assets and long-lived assets of $nil and $3,167 during the three and nine months ended September 30, 2019, respectively in the unaudited consolidated statements of income under "Impairment and restructuring charges".

Costs and cash expenditures expected to be incurred are subject to a number of assumptions, and the Company may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with the wind down process.

25. Related Party Disclosures

On October 1, 2018, the Company entered into the Investment Agreement with the Purchaser relating to the issuance to the Purchaser of $150,000 aggregate principal amount of the Notes. In connection with the investment, Vikram S. Pandit, Chairman and CEO of The Orogen Group LLC (an affiliate of the Purchaser), was appointed to Company’s Board of Directors.

The Company had outstanding Notes with a principal amount of $150,000 each as of September 30, 2019 and December 31, 2018 and interest accrued of $2,625 and $1,313 as of September 30, 2019 and December 31, 2018, respectively, related to the Investment Agreement. Refer Note 18 to the unaudited consolidated financial statements for details.

The Company provides consulting services to PharmaCord, LLC. One of the Company’s directors, Nitin Sahney, is the member-manager and chief executive officer of PharmaCord, LLC. The Company recognized revenue of $nil each during the three and nine months ended September 30, 2019, and $10 and $225 during the three and nine months ended September 30, 2018, respectively, for services provided.

As of September 30, 2019 and December 31, 2018, the Company had accounts receivable of $nil and $5, respectively, related to these services.

41

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

26. Commitments and Contingencies

Fixed Asset Commitments

At September 30, 2019, the Company has committed to spend approximately $5,906 under agreements to purchase property and equipment. This amount is net of capital advances paid in respect of these purchases.

Other Commitments

Certain units of the Company’s Indian subsidiaries were established as 100% Export-Oriented units or under the Software Technology Parks of India (“STPI”) scheme promulgated by the Government of India. These units are exempt from customs, central excise duties, and levies on imported and indigenous capital goods, stores, and spares. The Company has undertaken to pay custom duties, service taxes, levies, and liquidated damages payable, if any, in respect of imported and indigenous capital goods, stores and spares consumed duty free, in the event that certain terms and conditions are not fulfilled. The Company’s management believes, however, that these units have in the past satisfied and will continue to satisfy the required conditions.

The Company’s operations centers in the Philippines are registered with the Philippine Economic Zone Authority (“PEZA”). The registration provides the Company with certain fiscal incentives on the import of capital goods and requires ExlService Philippines, Inc. to meet certain performance and investment criteria. The Company’s management believes that these centers have in the past satisfied and will continue to satisfy the required criteria.

In March 2017, the Company was named as a defendant in a putative class action lawsuit filed in California, which challenged the classification of independent contractors. The parties participated in a mediation in early 2018. As the result of the mediation, a settlement was reached pursuant to which the Company agreed, without admission of wrongdoing, to pay a total of $2,400, of which $1,200 was paid in 2018 and the remainder was paid during the three months ended March 31, 2019.

Contingencies

U.S. and Indian transfer pricing regulations require that any international transaction involving associated enterprises be at an arm’s-length price. Accordingly, the Company determines the appropriate pricing for the international transactions among its associated enterprises on the basis of a detailed functional and economic analysis involving benchmarking against transactions among entities that are not under common control. The tax authorities have jurisdiction to review this arrangement and in the event that they determine that the transfer price applied was not appropriate, the Company may incur increased tax liability, including accrued interest and penalties. The Company is currently involved in disputes with the Indian tax authorities over the application of some of its transfer pricing policies for some of its subsidiaries. Further, the Company and a U.S. subsidiary are engaged in tax litigation with the income-tax authorities in India on the issue of permanent establishment. The Company is subject to taxation in the United States and various states and foreign jurisdictions. For the U.S. and India, tax year 2015 and subsequent tax years remain open for examination by the tax authorities as of September 30, 2019.

The aggregate amount demanded by Income tax authorities (net of advance payments, if any) from the Company primarily related to its transfer pricing issues for tax years 2003 to 2015 and its permanent establishment issues for tax years 2003 to 2007 as of September 30, 2019 and December 31, 2018 is $16,077 and $18,177, respectively, of which the Company has made payments or provided bank guarantees to the extent of $8,148 and $8,171, respectively. Amounts paid as deposits in respect of such assessments aggregating to $6,279 and $6,272 as of September 30, 2019 and December 31, 2018, respectively, are included in “Other assets” and amounts deposited for bank guarantees aggregating to $1,869 and $1,899 as of September 30, 2019 and December 31, 2018, respectively, are included in “Restricted cash” in the non-current assets section of the Company’s unaudited consolidated balance sheets.

Based on the facts underlying the Company’s position and its experience with these types of assessments, the Company believes that its position will more likely than not be sustained upon final examination by the tax authorities based on its technical merits as of the reporting date and accordingly has not accrued any amount with respect to these matters in its unaudited consolidated financial statements. The Company does not expect any impact from these assessments on its future income tax expense. It is

42

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

September 30, 2019

(In thousands, except share and per share amounts)

possible that the Company might receive similar orders or assessments from tax authorities for subsequent years. Accordingly, even if these disputes are resolved, the Indian tax authorities may still serve additional orders or assessments.

During the quarter ended March 31, 2019, there was a judicial pronouncement in India with respect to defined contribution benefits payments interpreting certain statutory defined contribution obligations of employees and employers. It is unclear whether the interpretation set out in the pronouncement has retrospective application. If applied retrospectively, the interpretation may result in a significant increase in contributions payable by the Company for past periods for certain of its India-based employees. There are numerous interpretative challenges concerning the retrospective application of the judgment. Due to such challenges and a lack of interpretive guidance, and based on legal advice, the Company believes it is currently impracticable to reliably estimate the timing and amount of any payments the Company may be required to make. Accordingly, the Company will re-evaluate the amount of a potential provision, if any, upon further developments.

From time to time, the Company and/or its present officers or directors, on individual basis, may be or have been, named as a defendant in litigation matters, including employment-related claims. The plaintiffs in those cases seek damages, including, where applicable, compensatory damages, punitive damages and attorneys’ fees. With respect to pending litigation matters as of the reporting date, the Company believes that the damages amounts claimed in such cases are not meaningful indicators of the potential liabilities of the Company, that these matters are without merit, and that the Company intends to vigorously defend each of them.

The outcomes of legal actions are unpredictable and subject to significant uncertainties, and thus it is inherently difficult to determine the likelihood of the Company incurring a material loss or quantification of any such loss. With respect to pending litigation matters as of the reporting date, based on information currently available, including the Company’s assessment of the facts underlying each matter and advice of counsel, the amount or range of reasonably possible losses, if any, cannot be reasonably estimated. Based on the Company’s assessment, including the availability of insurance recoveries, the Company’s management does not believe that currently pending litigation, individually or in aggregate, will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

43

ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in connection with our unaudited consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Some of the statements in the following discussion are forward looking statements. Dollar amounts within Item 2 are presented as actual, rounded, dollar amounts.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. You should not place undue reliance on these statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this Quarterly Report on Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include but are not limited to:

• our dependence on a limited number of clients in a limited number of industries;

• worldwide political, economic or business conditions;

• negative public reaction in the U.S. or elsewhere to offshore outsourcing;

• fluctuations in our earnings;

• our ability to attract and retain clients including in a timely manner;

• our ability to successfully consummate or integrate strategic acquisitions;

• our ability to accurately estimate and/or manage the costs and/or timing of winding down businesses;

• restrictions on immigration;

• our ability to hire and retain enough sufficiently trained employees to support our operations;

• our ability to grow our business or effectively manage growth and international operations;

• any changes in the senior management team;

• increasing competition in our industry;

• telecommunications or technology disruptions;

• our ability to withstand the loss of a significant customer;

• our ability to realize the entire book value of goodwill and other intangible assets from acquisitions;

• regulatory, legislative and judicial developments, including changes to or the withdrawal of governmental fiscal incentives;

• changes in tax laws or decisions regarding repatriation of funds held abroad;

• ability to service debt or obtain additional financing on favorable terms;

• legal liability arising out of customer contracts;

• technological innovation;

• political or economic instability in the geographies in which we operate;

• cyber security incidents, data breaches, or other unauthorized disclosure of sensitive or confidential client and customer data; and

• adverse outcome of our disputes with the Indian tax authorities.

These and other factors are more fully discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. These and other risks could cause actual results to differ materially from those implied by forward-looking statements in this Quarterly Report on Form 10-Q.

The forward-looking statements made by us in this Quarterly Report on Form 10-Q, or elsewhere, speak only as of the date on which they were made. New risks and uncertainties come up from time to time, and it is impossible for us to predict

44

those events or how they may affect us. We have no obligation to update any forward-looking statements in this Quarterly Report on Form 10-Q after the date of this Quarterly Report on Form 10-Q, except as required by federal securities laws.

Executive Overview

We are an operations management and analytics company that helps businesses enhance revenue growth and improve profitability. Using proprietary platforms, methodologies, and our full range of digital capabilities, we look deeper to help companies transform their businesses, functions and operations, to help them deliver better customer experience and business outcomes, while managing risk and compliance. We serve our customers in the insurance, healthcare, travel, transportation and logistics, banking and financial services and utilities industries, among others.

We operate in the business process management (“BPM”) industry and we provide operations management and analytics services. Our eight operating segments are strategic business units that align our products and services with how we manage our business, approach our key markets and interact with our clients. Six of those operating segments provide BPM or “operations management” services, which we organize into industry-focused operating segments (Insurance, Healthcare, Travel, Transportation and Logistics, Banking and Financial Services, and Utilities) and one “capability” operating segment (Finance and Accounting) that provides services to clients in our industry-focused segments as well as clients across other industries. In each of these six operating segments we provide operations management services, which typically involve transfer to the Company of business operations of a client, after which we administer and manage those operations for our client on an ongoing basis. Our remaining two operating segments are Consulting, which provides industry-specific digital transformational services related to operations management services, and our Analytics operating segment, which provides services that focus on driving improved business outcomes for clients by generating data-driven insights across all parts of their business.

We present information for the following reportable segments:

• Insurance,

• Healthcare,

• Travel, Transportation and Logistics,

• Finance and Accounting,

• Analytics, and

• All Other (consisting of our remaining operating segments, including our Banking and Financial services, Utilities and Consulting operating segments).

Our global delivery network, which include highly trained industry and process specialists across the United States, Latin America, South Africa, Europe and Asia (primarily India and the Philippines), is a key asset. We have operations centers in India, the U.S., the Philippines, Bulgaria, Colombia, South Africa, Romania and the Czech Republic.

On July 1, 2018, we completed the acquisition of SCIO pursuant to the Merger Agreement. The acquisition of SCIO is included in the Analytics reportable segment. SCIO is a health analytics solution and services company serving over 100 healthcare organizations representing over 130 million covered lives across the continuum, including providers, health plans, pharmacy benefit managers, employers, health services and global life sciences companies.

Revenues

For the three months ended September 30, 2019, we had revenues of $251.4 million compared to revenues of $231.1 million for the three months ended September 30, 2018, an increase of $20.3 million, or 8.8%. For the nine months ended September 30, 2019, we had revenues of $734.5 million compared to revenues of $648.2 million for the nine months ended September 30, 2018, an increase of $86.3 million, or 13.3%.

We serve clients mainly in the U.S. and the U.K., with these two regions generating 83.0% and 11.1%, respectively, of our total revenues for the three months ended September 30, 2019, and 82.9% and 12.9%, respectively, of our revenues for the three months ended September 30, 2018. For the nine months ended September 30, 2019, these two regions generated 82.1% and 11.9%, respectively, of our total revenues and 82.8% and 13.2%, respectively, of our total revenues for the nine months ended September 30, 2018.

For the three months ended September 30, 2019 and 2018, our total revenues from our top ten clients accounted for 35.7% and 36.7% of our total revenues, respectively. For the nine months ended September 30, 2019 and 2018, our total revenues from our top ten clients accounted for 36.2% and 37.9% of our total revenues, respectively. Our revenue concentration with our top clients remains consistent year-over-year and we continue to develop relationships with new clients to diversify

45

our client base. We believe that the loss of any of our ten largest clients could have a material adverse effect on our financial performance.

Our Business

We provide operations management and analytics services. We market our services to our existing and prospective clients through our sales and client management teams, which are aligned by key industry verticals and cross-industry domains such as finance and accounting. Our sales and client management teams operate from the U.S., Europe and Australia.

Operations Management Services: We provide our clients with a range of operations management services principally in the insurance, healthcare, travel, transportation and logistics, banking and financial services and utilities sectors, among others, as well as cross-industry operations management services, such as finance and accounting services. We also provide services related to operations management, through our Consulting services that provides industry-specific digital transformational services.

Our operations management solutions typically involve the transfer to the Company business operations of a client such as claims processing, clinical operations, or financial transaction processing, after which we administer and manage the operations for our client on an ongoing basis. As part of this transfer, we hire and train employees to work at our operations centers on the relevant business operations, implement a process migration to these operations centers and then provide services either to the client or directly to the client’s customers. Each client contract has different terms based on the scope, deliverables and complexity of the engagement.

We have been observing a shift in industry pricing models toward transaction-based pricing, outcome-based pricing and other pricing models. We believe this trend will continue and we have begun to use such alternative pricing models with some of our current clients and are seeking to move certain other clients from a billing rate model to a transaction-based or other pricing model. These pricing models place the focus on operating efficiency in order to maintain our gross margins. In addition, we have also observed that prospective larger clients are entering into multi-vendor relationships with regard to their outsourcing needs. We believe that the trend toward multi-vendor relationships will continue. A multi-vendor relationship allows a client to seek more favorable pricing and other contract terms from each vendor, which can result in significantly reduced gross margins from the provision of services to such client for each vendor. To the extent our large clients expand their use of multi-vendor relationships and are able to extract more favorable contract terms from other vendors, our gross margins and revenues may be reduced with regard to such clients if we are required to modify the terms of our relationships with such clients to meet competition.

Our existing agreements with original terms of three or more years provide us with a relatively predictable revenue base for a substantial portion of our operations management business, however, we have a long selling cycle for our services and the budget and approval processes of prospective clients make it difficult to predict the timing of entering into definitive agreements with new clients. Similarly, new license sales and implementation projects for our technology service platforms and other software-based services have a long selling cycle, however ongoing annual maintenance and support contracts for existing arrangements provide us with a relatively predictable revenue base.

Analytics: Our Analytics services focus on driving improved business outcomes for our customers by generating data-driven insights across all parts of our customers’ business. We also provide care optimization and reimbursement optimization services, for our clients through our healthcare analytics solutions and services. We also offer integrated solutions to help our clients in cost containment by leveraging technology platforms, customizable and configurable analytics and expertise in healthcare reimbursements to help clients enhance their claim payment accuracy. Our teams deliver predictive and prescriptive analytics in the areas of customer acquisition and lifecycle management, risk underwriting and pricing, operational effectiveness, credit and operational risk monitoring and governance, regulatory reporting, payment integrity and care management and data management. We actively cross-sell and, where appropriate, integrate our Analytics services with other operations management services as part of a comprehensive offering set for our clients.

We anticipate that revenues from our Analytics services will grow as we expand our service offerings and client base, both organically and through acquisitions.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” and Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

46

Results of Operations

The following table summarizes our results of operations for the three and nine months ended September 30, 2019 and 2018:

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
	(dollars in millions)						(dollars in millions)
Revenues, net	$	251.4		$	231.1		$	734.5		$	648.2
Cost of revenues(1)	167.5			152.2			487.2			429.9
Gross profit(1)	83.9			78.9			247.3			218.3
Operating expenses:
General and administrative expenses	29.6			28.7			93.4			85.6
Selling and marketing expenses	18.3			16.4			54.0			45.6
Depreciation and amortization	13.1			14.1			39.5			35.2
Impairment and restructuring charges	0.5			—			7.3			—
Total operating expenses	61.5			59.2			194.2			166.4
Income from operations	22.4			19.7			53.1			51.9
Foreign exchange gain, net	1.0			1.4			3.5			3.4
Interest expense	(3.2		)	(2.5		)	(10.6		)	(3.7		)
Other income, net	4.6			2.5			13.1			8.2
Income before income tax expense and earnings from equity affiliates	24.8			21.1			59.1			59.8
Income tax expense	5.7			5.7			12.6			6.8
Income before earnings from equity affiliates	19.1			15.4			46.5			53.0
Loss from equity-method investment	0.1			0.1			0.2			0.2
Net income attributable to ExlService Holdings, Inc. stockholders	$	19.0		$	15.3		$	46.3		$	52.8

(1) Exclusive of depreciation and amortization.

47

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Revenues.

The following table summarizes our revenues by reportable segments for the three months ended September 30, 2019 and 2018:

	Three months ended September 30,							Percentage change
	2019		2018		Change
	(dollars in millions)
Insurance	$	77.7	$	64.3	$	13.4		20.9	%
Healthcare	24.0		20.4		3.6			17.7	%
Travel, Transportation and Logistics	17.0		17.3		(0.3		)	(1.9	)%
Finance and Accounting	26.5		24.5		2.0			8.3	%
All Other	17.4		21.9		(4.5		)	(20.5	)%
Analytics	88.8		82.7		6.1			7.3	%
Total revenues, net	$	251.4	$	231.1	$	20.3		8.8	%

Revenues for the three months ended September 30, 2019 were $251.4 million, up $20.3 million, or 8.8%, compared to the three months ended September 30, 2018.

Revenue growth in Insurance of $13.4 million was primarily driven by expansion of business from our new and existing clients of $13.9 million. This was partially offset by $0.5 million mainly attributable to the depreciation of the Australian dollar and U.K. pound sterling against the U.S. dollar during the three months ended September 30, 2019 compared to the three months ended September 30, 2018. Insurance revenues were 30.9% and 27.8% of our total revenues in the three months ended September 30, 2019 and September 30, 2018, respectively.

Revenue growth in Healthcare of $3.6 million was primarily driven by expansion of business from our new and existing clients of $4.4 million. This was partially offset by lower revenues from our Health Integrated business of $0.8 million. Healthcare revenues were 9.5% and 8.8% of our total revenues in the three months ended September 30, 2019 and September 30, 2018, respectively.

Revenue decline in Travel, Transportation and Logistics ("TT&L") of $0.3 million was primarily driven by impact of lower volumes in our existing clients of $0.3 million. TT&L revenues were 6.7% and 7.5% of our total revenues in the three months ended September 30, 2019 and September 30, 2018, respectively.

Revenue growth in Finance and Accounting ("F&A") of $2.0 million was driven by expansion of business from our new and existing clients of $2.1 million. This was partially offset by $0.1 million mainly attributable to the depreciation of the U.K pound sterling against the U.S. dollar during the three months ended September 30, 2019 compared to the three months ended September 30, 2018. F&A revenues were 10.6% of each of our total revenues in the three months ended September 30, 2019 and September 30, 2018.

Revenue decline in All Other of $4.5 million was primarily driven by lower revenue of $3.9 million in our Consulting operating segment, $1.4 million in our Utilities operating segment, partially offset by higher revenue of $0.9 million in our Banking and Financial Services operating segment. The remaining decrease of $0.1 million was due to the depreciation of the U.K. pound sterling against the U.S. dollar during the three months ended September 30, 2019 compared to the three months ended September 30, 2018. All Other revenues were 6.9% and 9.5% of our total revenues in the three months ended September 30, 2019 and September 30, 2018, respectively.

Revenue growth in Analytics of $6.1 million was attributable to our recurring and project-based engagements from our existing clients of $6.4 million. This was partially offset by $0.3 million attributable to the depreciation of the U.K. pound sterling against the U.S. dollar during the three months ended September 30, 2019 compared to the three months ended September 30, 2018. Analytics revenues were 35.3% and 35.8% of our total revenues in the three months ended September 30, 2019 and September 30, 2018, respectively.

48

Cost of Revenues and Gross Margin: The following table sets forth cost of revenues and gross margin of our reportable segments.

	Cost of Revenues									Gross Margin
	Three months ended September 30,				Change			Percentage change		Three months ended September 30,				Change
	2019		2018							2019		2018
	(dollars in millions)
Insurance	$	51.5	$	43.5	$	8.0		18.3	%	33.7	%	32.3	%	1.4	%
Healthcare	19.4		15.8		3.6			22.7	%	19.1	%	22.5	%	(3.4	)%
TT&L	9.8		10.0		(0.2		)	(1.6	)%	42.2	%	42.4	%	(0.2	)%
F&A	16.7		15.0		1.7			11.6	%	37.3	%	39.2	%	(1.9	)%
All Other	12.3		14.3		(2.0		)	(13.5	)%	29.1	%	34.7	%	(5.6	)%
Analytics	57.8		53.6		4.2			7.8	%	34.8	%	35.1	%	(0.3	)%
Total	$	167.5	$	152.2	$	15.3		10.1	%	33.4	%	34.2	%	(0.8	)%

For the three months ended September 30, 2019, cost of revenues was $167.5 million compared to $152.2 million for the three months ended September 30, 2018, an increase of $15.3 million, or 10.1%. Our gross margin for the three months ended September 30, 2019 was 33.4% compared to 34.2% for three months ended September 30, 2018, a decrease of 80 basis points (“bps”).

The increase in cost of revenues in Insurance of $8.0 million was primarily due to an increase in employee-related costs of $7.2 million on account of higher headcount and wage inflation, increase in technology, travel and infrastructure costs of $1.5 million, partially offset by decrease in other operating costs of $0.2 million and currency movements, net of hedging of $0.5 million. Gross margin in Insurance increased by 140 bps during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to higher revenues.

The increase in cost of revenues in Healthcare of $3.6 million was primarily due to an increase in employee-related costs of $3.5 million on account of higher headcount and wage inflation, increase in technology and travel costs of $0.6 million, partially offset by lower other operating costs of $0.2 million and currency movements, net of hedging of $0.3 million. Gross margin in Healthcare decreased by 340 bps during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to higher employee costs in our existing clients and higher operating expenses associated with the initiation of services for new clients.

The decrease in cost of revenues in TT&L of $0.2 million was primarily due to currency movements, net of hedging of $0.2 million. Gross margin in TT&L decreased by 20 bps during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to lower volumes in existing clients.

The increase in cost of revenues in F&A of $1.7 million was primarily due to higher employee-related costs of $1.4 million and travel costs of $0.3 million. Gross margin in F&A decreased by 190 bps during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to higher operating expenses associated with the initiation of services for new clients.

The decrease in cost of revenues in All Other of $2.0 million was primarily due to a decrease in employee-related costs of $1.8 million, and net decrease in other operating costs of $0.1 million and currency movements, net of hedging of $0.1 million. Gross margin in All Other decreased by 560 bps during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to lower revenues in our Consulting and Utilities operating segments.

The increase in cost of revenues in Analytics of $4.2 million was primarily due to an increase in employee-related costs of $6.2 million on account of higher headcount and wage inflation, partially offset by lower other operating costs of $1.6 million and currency movements, net of hedging of $0.4 million. Gross margin in Analytics decreased by 30 bps during the three months ended September 30, 2019 compared to the three months ended September 30, 2018.

49

Selling, General and Administrative (“SG&A”) Expenses.

	Three months ended September 30,						Change		Percentage change
	2019			2018
	(dollars in millions)
General and administrative expenses	$	29.6		$	28.7		$	0.9	3.1	%
Selling and marketing expenses	18.3			16.4			1.9		11.0	%
Selling, general and administrative expenses	$	47.9		$	45.1		$	2.8	6.0	%
As a percentage of revenues	19.1		%	19.6		%

The increase in SG&A expenses of $2.8 million was primarily due to an increase in employee-related costs of $4.6 million and technology costs of $0.4 million. This was partially offset by lower infrastructure and travel costs of $1.4 million, other operating costs of $0.5 million and currency movements, net of hedging of $0.3 million.

Depreciation and Amortization.

	Three months ended September 30,						Change			Percentage change
	2019			2018
	(dollars in millions)
Depreciation expense	$	7.5		$	7.4		$	0.1		2.2	%
Intangible amortization expense	5.6			6.7			(1.1		)	(18.1	)%
Depreciation and amortization expense	$	13.1		$	14.1		$	(1.0	)	(7.5	)%
As a percentage of revenues	5.2		%	6.1		%

The decrease in intangibles amortization expense of $1.1 million was primarily due to higher amortization expense during the three months ended September 30, 2018 related to Health Integrated's intangible assets which were impaired during the fourth quarter of 2018, and our SCIO acquisition in July 2018. The increase in depreciation expense of $0.1 million was due to depreciation related to our new operating centers commenced during 2018 to support our business growth.

Impairment and Restructuring Charges.

	Three months ended September 30,								Percentage change
	2019			2018			Change
	(dollars in millions)
Impairment and restructuring charges	$	0.5		$	—		$	0.5	N/A
As a percentage of revenues	0.2		%	—		%

On March 29, 2019, we commenced the process of substantially winding down of the operations of our Health Integrated business, which is reported within the Healthcare reportable segment. During the three months ended September 30, 2019, we recorded restructuring charges of $0.5 million in connection with the wind down process. See Note 24 to our unaudited consolidated financial statements for details.

Income from Operations. Income from operations increased by $2.7 million, or 14.0%, from $19.7 million for the three months ended September 30, 2018 to $22.4 million for the three months ended September 30, 2019. As a percentage of revenues, income from operations increased from 8.5% for the three months ended September 30, 2018 to 8.9% for the three months ended September 30, 2019.

Foreign Exchange Gain/(Loss). Net foreign exchange gains and losses are primarily attributable to movement of the U.S. dollar against the Indian rupee, the U.K. pound sterling and the Philippine peso during the three months ended September 30, 2019. The average exchange rate of the U.S. dollar against the Indian rupee decreased from 70.67 during the three months ended September 30, 2018 to 70.35 during the three months ended September 30, 2019. The average exchange rate of the U.K. pound sterling against the U.S. dollar decreased from 1.31 during the three months ended September 30, 2018 to 1.22 during the three months ended September 30, 2019. The average exchange rate of the U.S. dollar against the Philippine peso decreased from 53.53 during the three months ended September 30, 2018 to 51.59 during the three months ended September 30, 2019.

50

We recorded a net foreign exchange gain of $1.0 million for the three months ended September 30, 2019 compared to the net foreign exchange gain of $1.4 million for the three months ended September 30, 2018.

Interest expense. Interest expense increased from $2.5 million for the three months ended September 30, 2018 to $3.2 million for the three months ended September 30, 2019 primarily due to interest on our convertible notes and higher effective interest rates on our revolver credit facility.

Other Income, net.

	Three months ended September 30,							Percentage change
	2019		2018			Change
	(dollars in millions)
Gain on sale and mark-to-market of mutual funds	$	3.2	$	2.2		$	1.0	47.5	%
Interest and dividend income	0.5		0.5			—		(6.5	)%
Other, net	0.9		(0.2		)	1.1		(462.0	)%
Other income, net	$	4.6	$	2.5		$	2.1	85.0	%

Other income, net increased by $2.1 million, from $2.5 million for the three months ended September 30, 2018 to $4.6 million for the three months ended September 30, 2019, primarily due to higher return on our mutual fund investments of $1.0 million and increase in one-time other income of $0.8 million related to our Health Integrated acquisition for the three months ended September 30, 2019 compared to the three months ended September 30, 2018.

Income Tax Expense. We recorded income tax expense of $5.7 million each for the three months ended September 30, 2019 and 2018. The effective tax rate decreased from 27.3% during the three months ended September 30, 2018 to 23.0% during the three months ended September 30, 2019, primarily due to the benefits from higher tax incentives in India and the U.S. and lower tax rates for qualifying Indian subsidiaries, offset by lower excess tax benefit during the three months ended September 30, 2019.

Net Income. Net income increased from $15.3 million for the three months ended September 30, 2018 to $19.0 million for the three months ended September 30, 2019, primarily due to increase in income from operations of $2.7 million, higher other income, net of $2.1 million, partially offset by higher interest expense of $0.7 million and lower foreign exchange gain of $0.4 million. As a percentage of revenues, net income increased from 6.6% for the three months ended September 30, 2018 to 7.6% for the three months ended September 30, 2019.

51

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Revenues.

The following table summarizes our revenues by reportable segments for the nine months ended September 30, 2019 and 2018:

	Nine months ended September 30,							Percentage change
	2019		2018		Change
	(dollars in millions)
Insurance	$	219.0	$	193.0	$	26.0		13.5	%
Healthcare	64.6		63.0		1.6			2.5	%
Travel, Transportation and Logistics	51.9		53.4		(1.5		)	(2.6	)%
Finance and Accounting	78.7		72.7		6.0			8.2	%
All Other	56.7		66.7		(10.0		)	(15.0	)%
Analytics	263.6		199.4		64.2			32.2	%
Total revenues, net	$	734.5	$	648.2	$	86.3		13.3	%

Revenues for the nine months ended September 30, 2019 were $734.5 million, up $86.3 million, or 13.3%, compared to the nine months ended September 30, 2018.

Revenue growth in Insurance of $26.0 million was primarily driven by expansion of business from our new and existing clients of $28.5 million. This was partially offset by $2.5 million mainly attributable to the depreciation of the Australian dollar, Indian rupee and U.K. pound sterling against the U.S. dollar during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Insurance revenues were 29.8% each of our total revenues in the nine months ended September 30, 2019 and September 30, 2018.

Revenue increase in Healthcare of $1.6 million was primarily driven by expansion of business from our new and existing clients of $9.6 million, partially offset by lower revenues from our Health Integrated business of $8.0 million. Healthcare revenues were 8.8% and 9.7% of our total revenues in the nine months ended September 30, 2019 and September 30, 2018, respectively.

Revenue decline in Travel, Transportation and Logistics ("TT&L") of $1.5 million was primarily driven by $1.1 million attributable to net lower volumes and $0.4 million attributable to the depreciation of the Indian rupee against the U.S. dollar during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. TT&L revenues were 7.1% and 8.2% of our total revenues in the nine months ended September 30, 2019 and September 30, 2018, respectively.

Revenue growth in Finance and Accounting ("F&A") of $6.0 million was driven by net volume increases from our new and existing clients of $7.0 million. This was partially offset by $1.0 million mainly attributable to the depreciation of the Indian rupee, U.K. pound sterling and Australian dollar against the U.S. dollar during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. F&A revenues were 10.7% and 11.2% of our total revenues in the nine months ended September 30, 2019 and September 30, 2018, respectively.

Revenue decline in All Other of $10.0 million was primarily driven by lower revenues of $6.6 million in our Consulting operating segment, $1.7 million in our Utilities operating segment and $0.3 million in our Banking and Financial Services operating segment. Further decline of $1.4 million was due to the depreciation of the Indian rupee and U.K. pound sterling against the U.S. dollar during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. All Other revenues were 7.7% and 10.3% of our total revenues in the nine months ended September 30, 2019 and September 30, 2018, respectively.

Revenue growth in Analytics of $64.2 million was primarily driven by our acquisition of SCIO in July 2018 contributing $37.9 million during the six months ended June 30, 2019. The remaining increase of $27.5 million was attributable to our recurring and project-based engagements from our new and existing clients. This was partially offset by $1.2 million attributable to the depreciation of the U.K. pound sterling and Indian rupee against the U.S. dollar during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Analytics revenues were 35.9% and 30.8% of our total revenues in the nine months ended September 30, 2019 and September 30, 2018, respectively.

52

Cost of Revenues and Gross Margin: The following table sets forth cost of revenues and gross margin of our reportable segments.

	Cost of Revenues									Gross Margin
	Nine months ended September 30,				Change			Percentage change		Nine months ended September 30,				Change
	2019		2018							2019		2018
	(dollars in millions)
Insurance	$	148.1	$	130.0	$	18.1		13.9	%	32.4	%	32.7	%	(0.3	)%
Healthcare	53.2		49.7		3.5			7.0	%	17.5	%	21.0	%	(3.5	)%
TT&L	29.6		31.0		(1.4		)	(4.6	)%	43.0	%	41.8	%	1.2	%
F&A	46.9		44.2		2.7			6.2	%	40.4	%	39.2	%	1.2	%
All Other	37.2		44.6		(7.4		)	(16.5	)%	34.4	%	33.2	%	1.2	%
Analytics	172.2		130.4		41.8			32.1	%	34.7	%	34.6	%	0.1	%
Total	$	487.2	$	429.9	$	57.3		13.3	%	33.7	%	33.7	%	—	%

For the nine months ended September 30, 2019, cost of revenues was $487.2 million compared to $429.9 million for the nine months ended September 30, 2018, an increase of $57.3 million, or 13.3%. Our gross margin was 33.7% for both the nine months ended September 30, 2019 and September 30, 2018.

The increase in cost of revenues in Insurance of $18.1 million was primarily due to an increase in employee-related costs of $18.8 million on account of higher headcount and wage inflation and increase in technology, travel and infrastructure cost of $3.4 million. This was partially offset by lower other operating costs of $2.0 million and currency movements, net of hedging of $2.1 million. Gross margin in Insurance decreased by 30 bps during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to higher operating expenses associated with the initiation of services for new clients.

The increase in cost of revenues in Healthcare of $3.5 million was primarily due to an increase in employee-related costs of $4.5 million, technology and travel costs of $0.7 million, partially offset by currency movements, net of hedging of $0.9 million and lower other operating costs of $0.8 million. Gross margin in Healthcare decreased by 350 bps during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to the impact of our Health Integrated business and higher employee-related costs.

The decrease in cost of revenues in TT&L of $1.4 million was primarily due to lower infrastructure and other operating costs of $0.8 million and currency movements, net of hedging of $0.6 million. Gross margin in TT&L increased by 120 bps during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to lower operating expenses.

The increase in cost of revenues in F&A of $2.7 million was primarily due to an increase in employee-related costs of $3.2 million on account of higher headcount and wage inflation, partially offset by currency movements, net of hedging of $0.4 million and lower other operating costs of $0.1 million. Gross margin in F&A increased by 120 bps during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to higher margin in existing clients and lower operating expenses.

The decrease in cost of revenues in All Other of $7.4 million was primarily due to a decrease in employee-related costs of $5.3 million, lower travel, infrastructure and other operating costs of $1.3 million and currency movements, net of hedging of $0.8 million. Gross margin in All Other increased by 120 bps during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to better utilization in Banking and Financial Services operating segment and margin improvement in Utilities operating segment.

The increase in cost of revenues in Analytics of $41.8 million was primarily due to an increase in employee-related costs of $37.6 million on account of higher headcount and wage inflation, including incremental cost related to our acquisition of SCIO in July 2018 of $20.0 million during the six months ended June 30, 2019. The remaining increase was attributable to other operating costs of $5.8 million, partially offset by currency movements, net of hedging of $1.6 million. Gross margin in Analytics increased by 10 bps during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

53

Selling, General and Administrative (“SG&A”) Expenses.

	Nine months ended September 30,						Change		Percentage change
	2019			2018
	(dollars in millions)
General and administrative expenses	$	93.4		$	85.6		$	7.8	9.0	%
Selling and marketing expenses	54.0			45.6			8.4		18.4	%
Selling, general and administrative expenses	$	147.4		$	131.2		$	16.2	12.3	%
As a percentage of revenues	20.1		%	20.2		%

The increase in SG&A expenses of $16.2 million was primarily due to an increase in employee-related costs of $17.1 million, including incremental costs related to our SCIO acquisition in July 2018 of $7.3 million and net increase in other operating costs of $0.6 million. This was partially offset by currency movements, net of hedging of $1.5 million.

Depreciation and Amortization.

	Nine months ended September 30,						Change		Percentage change
	2019			2018
	(dollars in millions)
Depreciation expense	$	22.9		$	20.8		$	2.1	10.2	%
Intangible amortization expense	16.6			14.4			$	2.2	15.0	%
Depreciation and amortization expense	$	39.5		$	35.2		$	4.3	12.2	%
As a percentage of revenues	5.4		%	5.4		%

The increase in intangibles amortization expense of $2.2 million was primarily due to an increase in amortization of intangibles associated with our SCIO acquisition in July 2018, partially offset by the impact of amortization of intangibles related to Health Integrated which were impaired during the fourth quarter of 2018. The increase in depreciation expense of $2.1 million was due to depreciation related to our new operating centers commenced during 2018 to support our business growth and depreciation associated with our SCIO acquisition.

Impairment and Restructuring Charges.

	Nine months ended September 30,								Percentage change
	2019			2018			Change
Impairment and restructuring charges	$	7.3		$	—		$	7.3	N/A
As a percentage of revenues	1.0		%	—		%

On March 29, 2019, we commenced the process of substantially winding down of the operations of the Health Integrated business, which is reported within the Healthcare reportable segment. During the nine months ended September 30, 2019, we recorded impairment charges of $3.2 million and restructuring charges of $4.1 million in connection with the wind down process. See Note 24 to our unaudited consolidated financial statements for details.

Income from Operations. Income from operations increased by $1.2 million, or 2.4%, from $51.9 million for the nine months ended September 30, 2018 to $53.1 million for the nine months ended September 30, 2019. As a percentage of revenues, income from operations decreased from 8.0% for the nine months ended September 30, 2018 to 7.2% for the nine months ended September 30, 2019.

Foreign Exchange Gain/(Loss). Net foreign exchange gains and losses are primarily attributable to movement of the U.S. dollar against the Indian rupee, the U.K. pound sterling and the Philippine peso during the nine months ended September 30, 2019. The average exchange rate of the U.S. dollar against the Indian rupee increased from 67.61 during the nine months ended September 30, 2018 to 70.03 during the nine months ended September 30, 2019. The average exchange rate of the U.K. pound sterling against the U.S. dollar decreased from 1.35 during the nine months ended September 30, 2018 to 1.27 during the nine months ended September 30, 2019. The average exchange rate of the U.S. dollar against the Philippine

54

peso decreased from 52.64 during the nine months ended September 30, 2018 to 51.84 during the nine months ended September 30, 2019.

We recorded a net foreign exchange gain of $3.5 million for the nine months ended September 30, 2019 compared to the net foreign exchange gain of $3.4 million for the nine months ended September 30, 2018.

Interest expense. Interest expense increased from $3.7 million for the nine months ended September 30, 2018 to $10.6 million for the nine months ended September 30, 2019 primarily due to increase in borrowings and higher effective interest rates under our Credit Facility and issuance of convertible notes.

Other Income, net.

	Nine months ended September 30,						Percentage change
	2019		2018		Change
	(dollars in millions)
Gain on sale and mark-to-market of mutual funds	$	10.1	$	7.0	$	3.1	43.6	%
Interest and dividend income	2.0		1.1		0.9		70.9	%
Other, net	1.0		0.1		0.9		1,509.2	%
Other income, net	$	13.1	$	8.2	4.9		59.0	%

Other income, net increased by $4.9 million, from $8.2 million for the nine months ended September 30, 2018 to $13.1 million for the nine months ended September 30, 2019, primarily due to a higher return on our mutual fund investments of $3.1 million, increase in interest and dividend income of $0.9 million and increase in one-time other income of $0.8 million, primarily related to our Health Integrated acquisition during the nine months ended September 30, 2019 compared to nine months ended September 30, 2018.

Income Tax Expense. We recorded income tax expense of $12.6 million and $6.8 million for the nine months ended September 30, 2019 and 2018, respectively. The effective tax rate increased from 11.4% during the nine months ended September 30, 2018 to 21.3% during the nine months ended September 30, 2019 primarily as a result of (i) an adjustment of $4.8 million reducing the provisional transition tax on the mandatory deemed repatriation of accumulated earnings and profits ("E&P") of foreign subsidiaries recognized during the nine months ended September 30, 2018 and (ii) recording of excess tax benefits related to stock awards of $1.1 million pursuant to ASU No. 2016-09 during the nine months ended September 30, 2019 compared to $5.4 million during the nine months ended September 30, 2018. See Note 22 to our unaudited consolidated financial statements.

Net Income. Net income decreased from $52.8 million for the nine months ended September 30, 2018 to $46.3 million for the nine months ended September 30, 2019, primarily due to higher interest expense of $6.9 million, higher income tax expense of $5.8 million, partially offset by increase in other income, net of $4.9 million and increase in income from operations of $1.2 million. As a percentage of revenues, net income decreased from 8.2% for the nine months ended September 30, 2018 to 6.3% for the nine months ended September 30, 2019.

Liquidity and Capital Resources

	Nine months ended September 30,
	2019			2018
	(dollars in millions)
Opening cash, cash equivalents and restricted cash	$	104.1		$	94.3
Net cash provided by operating activities	106.0			47.2
Net cash used for investing activities	(21.3		)	(240.4		)
Net cash (used for)/provided by financing activities	(77.7		)	207.8
Effect of exchange rate changes	(1.8		)	(3.1		)
Closing cash, cash equivalents and restricted cash	$	109.3		$	105.8

As of September 30, 2019 and 2018, we had $280.8 million and $242.5 million, respectively, in cash, cash equivalents and short-term investments, of which $228.7 million and $187.9 million, respectively, is located in foreign jurisdictions that upon distribution may be subject to withholding and other tax and we do not currently intend to distribute such amounts. If,

55

in the future, we change our intention regarding distributions, additional taxes may be required and would be recorded in the period the intention changes.

Operating Activities: Cash flows provided by operating activities were $106.0 million for the nine months ended September 30, 2019 as compared to cash flows provided by operating activities of $47.2 million during the nine months ended September 30, 2018. Generally, factors that affect our earnings—including pricing, volume of services, costs and productivity—affect our cash flows used or provided from operations in a similar manner. However, while management of working capital, including timing of collections and payments affects operating results in an indirect manner, the impact on the working capital and cash flows provided by operating activities can be significant

Cash flows provided by operating activities for the nine months ended September 30, 2019 was $106.0 million. This comprised of net income plus the net effect of non-cash items, such as depreciation and amortization, stock-based compensation expense, amortization of operating lease right-of-use assets, deferred income taxes, impairment charges and others aggregating to $119.2 million. The primary working capital use of cash of $39.0 million during the nine months ended September 30, 2019 was driven by an increase in accounts receivables, other assets and decrease in operating lease liabilities, accounts payable. The primary working capital sources of cash of $25.8 million was driven by an increase in accrued expenses and other liabilities, accrued employee costs, deferred revenue and decrease in advance income tax, prepaid expenses and other current assets.

Investing Activities: Cash flows used for investing activities were $21.3 million for the nine months ended September 30, 2019 as compared to cash flows used for investing activities of $240.4 million for the nine months ended September 30, 2018. The decrease is mainly due to higher cash used for the business acquisitions of $231.9 million during the nine months ended September 30, 2018. This was partially offset by lower net proceeds from redemption of investments of $11.2 million during the nine months ended September 30, 2019 as compared to higher net proceeds from redemption of investments of $21.6 million during the nine months ended September 30, 2018 and higher capital expenditures for purchase of long-lived assets, including investments in infrastructure, technology applications, product developments, digital technology and advanced automation & robotics of $2.2 million during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

Financing Activities: Cash flows used for financing activities were $77.7 million during the nine months ended September 30, 2019 as compared to cash flows provided by financing activities of $207.8 million during the nine months ended September 30, 2018. The decrease in cash flows provided from financing activities was primarily due to higher net borrowings of $239.9 million (net of proceeds) under our Credit Facility (as described below in “Financing Arrangements”) during the nine months ended September 30, 2018 as compared to net repayments of $41.8 million and higher purchases of treasury stock by $3.1 million under our share repurchase program during the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018.

We expect to use cash from operating activities to maintain and expand our business by making investments primarily related to new facilities and capital expenditures associated with leasehold improvements to build our facilities, and purchase telecommunications equipment and computer hardware and software in connection with managing client operations. We incurred $32.3 million of capital expenditures in the nine months ended September 30, 2019. We expect to incur capital expenditures of between $38.0 million to $42.0 million in 2019, primarily to meet our growth requirements, including additions to our facilities as well as investments in technology applications, product development, digital technology, advanced automation & robotics and infrastructure.

In connection with any tax assessment orders that have been issued or may be issued against us or our subsidiaries, we may be required to deposit additional amounts with respect to such assessment orders (see Note 26 to our unaudited consolidated financial statements herein for further details). We anticipate that we will continue to rely upon cash from operating activities to finance our smaller acquisitions, capital expenditures and working capital needs. If we have significant growth through acquisitions, we may need to obtain additional financing.

Financing Arrangements (Debt Facility)

Revolver Credit Agreement

On November 21, 2017, we and each of our wholly owned material domestic subsidiaries entered into a Credit Agreement with certain lenders, and Citibank, N.A. as Administrative Agent (the “Credit Agreement”). The Credit Agreement provides for a $200.0 million revolving credit facility (the “Credit Facility”) with an option to increase the commitments by up to

56

$100.0 million, subject to certain approvals and conditions as set forth in the Credit Agreement. The Credit Agreement also includes a letter of credit sub facility. The Credit Facility has a maturity date of November 21, 2022 and is voluntarily pre-payable from time to time without premium or penalty. Borrowings under the Credit Agreement may be used for working capital and general corporate purposes, including permitted acquisitions. On July 2, 2018, we exercised our option under the Credit Agreement to increase the commitments by $100.0 million thereby utilizing the entire revolver under the Credit Facility of $300.0 million, to fund the SCIO acquisition. The incremental commitments were made pursuant to (and constitute part of) the existing commitments and shall be subject to the terms and conditions applicable to the existing commitments as set forth in the Credit Agreement.

We entered into a second amendment (the “Amendment”) to our Credit Agreement, as amended, among the Company, as borrower, with certain lenders, and Citibank, N.A. as Administrative Agent to, among other things, permit the issuance by us of the convertible notes, and settlement upon maturity or conversion thereof, in accordance with the Investment Agreement, the indenture dated as of October 4, 2018 and the other documents entered into in connection therewith.

See Note 18 to our unaudited consolidated financial statements herein for further details on our debt facilities.

As of September 30, 2019, we had outstanding indebtedness under the credit facility of $109.0 million, of which $20.0 million is expected to be repaid within the next twelve months and is included under “current portion of long-term borrowings” and of which $89.0 million is included under “long-term borrowings” in the unaudited consolidated balance sheets. As of December 31, 2018, we had outstanding indebtedness under the credit facility of $150.0 million, of which $20.0 million was presented under "current portion of long-term borrowings" and the balance of $130.0 million was included under "long-term borrowings" in the unaudited consolidated balance sheets.

Convertible Senior Notes

On October 1, 2018, we entered into an investment agreement (the “Investment Agreement”) with Orogen Echo LLC (the “Purchaser”), an affiliate of The Orogen Group LLC, relating to the issuance to the Purchaser of $150.0 million in an aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024 (the "Notes"). The transactions contemplated by the Investment Agreement, including the issuance of the Notes, closed on October 4, 2018. The Notes bear interest at a rate of 3.50% per annum, payable semi-annually in arrears in cash on April 1 and October 1 of each year. During the three and nine months ended September 30, 2019, we recognized interest expense of $1.3 million and $3.9 million. The Notes are convertible at an initial conversion rate of 13.3333 shares of the common stock per $1,000 principal amount of the Notes (which represents an initial conversion price of approximately $75 per share). With certain exceptions, upon a fundamental change, as defined in the Indenture, the holders of the Notes may require us to repurchase all or part of the principal amount of the Notes at a purchase price equal to the principal amount plus accrued and unpaid interest. We may redeem the principal amount of the Notes, at our option, in whole but not in part, at a purchase price equal to the principal amount plus accrued and unpaid interest on or after October 1, 2021, if the closing sale price of the common stock exceeds 150% of the then-current conversion price for 20 or more trading days in the 30 consecutive trading day period preceding our exercise of this redemption right (including the trading day immediately prior to the date of the notice of redemption). We may elect to settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock. We used the proceeds from the issuance of Notes to repay $150.0 million of our outstanding borrowings under the Credit Facility.

We accounted for the liability and equity components of the Notes separately to reflect its non-convertible debt borrowing rate. The estimated fair value of the liability component at issuance of $133.1 million was determined using a discounted cash flow technique, which considered debt issuances with similar features of our debt, excluding the conversion feature. The resulting effective interest rate for the Notes was 5.75% per annum. The excess of the gross proceeds received over the estimated fair value of the liability component totaling $16.9 million, excluding tax effects, was allocated to the conversion feature (equity component, recorded as additional paid-in capital) with a corresponding offset recognized as a discount to reduce the net carrying value of the Notes. The discount is being amortized to interest expense over a six-year period ending October 1, 2024 (the expected life of the liability component) using the effective interest method.

Under the terms of the Notes, we are not prohibited from paying cash dividends unless payment would trigger an event of default or if one currently exists. We do not anticipate paying any cash dividends in the foreseeable future.

57

Off-Balance Sheet Arrangements

In the ordinary course of business, we provide standby letters of credit to third parties primarily for facility leases. As of September 30, 2019 and December 31, 2018, we had outstanding letters of credit of $0.5 million and $nil, respectively, that were not recognized in our consolidated balance sheets. These are not reasonably likely to have, a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. We had no other off balance sheet arrangements or obligations.

Contractual Obligations

The following table sets forth our contractual obligations as of September 30, 2019:

	Payment Due by Period
	Less than		1-3		4-5		After
	1 year		years		years		5 years		Total
	(dollars in millions)
Finance leases	$	0.3	$	0.4	$	0.1	$	—	$	0.8
Operating leases(a)	25.5		44.2		34.6		26.0		130.3
Purchase obligations	5.9		—		—		—		5.9
Other obligations(b)	1.8		3.3		2.8		4.6		12.5
Borrowings:
Principal payments	20.9		68.5		21.0		150.0		260.4
Interest payments(c)	8.4		14.0		10.8		2.6		35.8
Total contractual cash obligations(d)	$	62.8	$	130.4	$	69.3	$	183.2	$	445.7

(a) Represents lease liabilities payable for cancellable and non-cancellable lease period.

(b) Represents estimated payments under the Gratuity Plan.

(c) Interest on borrowings is calculated based on the interest rate on the outstanding borrowings as of September 30, 2019.

(d) Excludes $0.8 million related to uncertain tax positions, since the extent of the amount and timing of payment is currently not reliably estimable or determinable.

Certain units of our Indian subsidiaries were established as 100% Export-Oriented units under the “STPI” scheme promulgated by the Government of India. These units are exempt from customs, central excise duties, and levies on imported and indigenous capital goods, stores, and spares. We have undertaken to pay custom duties, service taxes, levies, and liquidated damages payable, if any, in respect of imported and indigenous capital goods, stores, and spares consumed duty free, in the event that certain terms and conditions are not fulfilled. We believe, however, that these units have in the past satisfied and will continue to satisfy the required conditions.

Our operations centers in the Philippines are registered with the “PEZA.” The registration provides us with certain fiscal incentives on the import of capital goods and requires that ExlService Philippines, Inc. meet certain performance and investment criteria. We believe that these centers have in the past satisfied and will continue to satisfy the required criteria.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see Note 2—“Recent Accounting Pronouncements” to the unaudited consolidated financial statements contained herein.

58

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

During the three months ended September 30, 2019, there were no material changes in our market risk exposure. For a discussion of our market risk associated with exchange rate risk and interest rate risk, see Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. In connection with the preparation of this Quarterly Report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of the CEO and CFO, of the effectiveness and operation of our disclosure controls and procedures as of September 30, 2019. Based upon that evaluation, the CEO and CFO have concluded that, as of September 30, 2019, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the three months ended September 30, 2019, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.     Other Information

ITEM 1.    Legal Proceedings

In the course of our normal business activities, various lawsuits, claims and proceedings may be instituted or asserted against us. We believe that the disposition of matters currently instituted or asserted will not have a material adverse effect on our unaudited consolidated financial position, results of operations or cash flows. See Note 26 to the unaudited consolidated financial statements contained herein for details regarding certain contingent liabilities.

ITEM 1A.    Risk Factors

We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 a number of risks which may materially affect our business, financial condition or results of operations. You should carefully consider the “Risk Factors” set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us may also materially adversely affect our business, financial condition and/or results of operations.

ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds

None.

59

Purchases of Equity Securities by the Issuer

During the three months ended September 30, 2019, purchases of common stock were as follows:

Period	Total Number of Shares Purchased	Average Price Paid per share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
July 1, 2019 through July 31, 2019	59,325	$	65.23	59,325	$	10,000,428
August 1, 2019 through August 31, 2019	35,119	$	67.57	35,119	$	7,627,559
September 1, 2019 through September 30, 2019	31,300	$	67.22	31,300	$	5,523,702
Total	125,744	$	66.38	125,744	$	—

(1) Average of high and low price of common stock on the trading day prior to the vesting date of the shares of restricted stock.

ITEM 3.    Defaults Upon Senior Securities

None.

ITEM 4.    Mine Safety Disclosures

Not applicable.

ITEM 5.    Other Information

None.

60

ITEM 6.    Exhibits

The following exhibits are being filed as part of this Quarterly Report on Form 10-Q:

3.1	Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 1-33089) filed on October 25, 2006).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 1-33089) filed on April 26, 2019).
3.3	Fifth Amended and Restated By-laws of ExlService Holdings, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 1-33089) filed on June 19, 2019)
31.1	Certification of the Chief Executive Officer of ExlService Holdings, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer of ExlService Holdings, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Scheme
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Extension Presentation Linkbase

61

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 thereunto duly authorized.

Date: October 30, 2019	EXLSERVICE HOLDINGS, INC.
	By:	/S/ VISHAL CHHIBBAR
		Vishal Chhibbar Chief Financial Officer (Duly Authorized Signatory, Principal Financial and Accounting Officer)

62

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Rohit Kapoor, certify that:

1. I have reviewed this Quarterly Report of ExlService Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2019	/s/ Rohit Kapoor
	Rohit Kapoor
	Vice-Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Vishal Chhibbar, certify that:

1. I have reviewed this Quarterly Report of ExlService Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2019	/s/ Vishal Chhibbar
	Vishal Chhibbar
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ExlService Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rohit Kapoor, Vice-Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Rohit Kapoor

Rohit Kapoor

Vice-Chairman and Chief Executive Officer

October 30, 2019

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ExlService Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vishal Chhibbar, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Vishal Chhibbar

Vishal Chhibbar

Chief Financial Officer

October 30, 2019

XML

Stock Based Compensation - Performance Based Stock Awards (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Revenue Based PRSUs
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Number, Outstanding, at Beginning Balance (in shares) | shares	100,353
Number, Granted (in shares) | shares	54,062
Number, Vested (in shares) | shares	0
Number, Forfeited (in shares) | shares	0
Number, Outstanding, at Ending Balance (in shares) | shares	154,415
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-Average Fair Value, Outstanding, at Beginning Balance (in dollars per share) | $ / shares	$ 54.07
Weighted-Average Fair Value, Granted (in dollars per share) | $ / shares	64.33
Weighted-Average Fair Value, Vested (in dollars per share) | $ / shares	0
Weighted-Average Fair Value, Forfeited (in dollars per share) | $ / shares	0
Weighted-Average Fair Value, Outstanding, at Ending Balance (in dollars per share) | $ / shares	$ 57.66
Market Condition Based PRSUs
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Number, Outstanding, at Beginning Balance (in shares) | shares	100,336
Number, Granted (in shares) | shares	54,053
Number, Vested (in shares) | shares	0
Number, Forfeited (in shares) | shares	0
Number, Outstanding, at Ending Balance (in shares) | shares	154,389
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-Average Fair Value, Outstanding, at Beginning Balance (in dollars per share) | $ / shares	$ 62.43
Weighted-Average Fair Value, Granted (in dollars per share) | $ / shares	92.13
Weighted-Average Fair Value, Vested (in dollars per share) | $ / shares	0
Weighted-Average Fair Value, Forfeited (in dollars per share) | $ / shares	0
Weighted-Average Fair Value, Outstanding, at Ending Balance (in dollars per share) | $ / shares	$ 72.83

XML

Capital Structure

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Capital Structure

Capital Structure

Common Stock

The Company has one class of common stock outstanding.

During the three months ended September 30, 2019 and 2018, the Company did not acquire any shares of common stock from employees in connection with withholding tax payments related to the vesting of restricted stock.

During the nine months ended September 30, 2019 and 2018, the Company acquired 22,666 and 45,646 shares of common stock, respectively, from employees in connection with withholding tax payments related to the vesting of restricted stock for a total consideration of $1,408 and $2,790, respectively. The weighted average purchase price per share of $62.11 and $61.12, respectively, was the average of the high and low price of the Company's share of common stock on the Nasdaq Global Select Market on the trading day prior to the vesting date of the shares of restricted stock.

On December 30, 2014, the Company’s Board of Directors authorized a common stock repurchase program (the “2014 Repurchase Program”), under which shares were authorized to be purchased by the Company from time to time from the open market and through private transactions during each of the fiscal years 2017 through 2019 up to an annual amount of $20,000.

On February 28, 2017, the Company’s Board of Directors authorized an additional common stock repurchase program (the “2017 Repurchase Program”), under which shares may be purchased by the Company from time to time from the open market and through private transactions during each of the fiscal years 2017 through 2019 up to an aggregate additional amount of $100,000. The approval increased the 2017 authorization from $20,000 to $40,000 and authorizes stock repurchases of up to $40,000 in each of 2018 and 2019.

During the three and nine months ended September 30, 2019, the Company purchased 125,744 and 563,769 shares of its common stock, respectively, for an aggregate purchase price of approximately $8,346 and $34,476, respectively, including commissions, representing an average purchase price per share of $66.38 and $61.15, respectively, under the 2017 Repurchase Program.

During the three and nine months ended September 30, 2018, the Company purchased 155,837 and 503,019 shares of its common stock, respectively, for an aggregate purchase price of approximately $9,657 and $30,003, respectively, including commissions, representing an average purchase price per share of $61.97 and $59.65, respectively, under the 2017 Repurchase Program.

Repurchased shares have been recorded as treasury shares and will be held until the Board of Directors designates that these shares be retired or used for other purposes.

XML

Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2019

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of amortization of actuarial gain/(loss) on retirement benefits and changes in the cumulative foreign currency translation adjustments. In addition, the Company enters into foreign currency exchange contracts, which are designated as cash flow hedges in accordance with ASC 815. Changes in the fair values of forward contracts are recognized in accumulated other comprehensive loss on the Company's unaudited consolidated balance sheets until the settlement of those contracts. The balances as of September 30, 2019 and December 31, 2018 are as follows:

	As of
	September 30, 2019			December 31, 2018
Cumulative foreign currency translation loss	$	(88,925	)	$	(84,105	)
Unrealized gain/(loss) on cash flow hedges, net of taxes of $133 and $115, respectively	2,019			(333		)
Retirement benefits, net of taxes of $46 and ($53), respectively	753			971
Accumulated other comprehensive loss	$	(86,153	)	$	(83,467	)

XML

Stock Based Compensation - Costs Related to Company's Stock-Based Compensation Plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expenses	$ 7,427	$ 5,344	$ 21,538	$ 17,311
Cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expenses	1,573	1,116	4,537	3,579
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expenses	2,957	2,187	8,713	7,536
Selling and marketing expenses
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expenses	$ 2,897	$ 2,041	$ 8,288	$ 6,196

XML

Business Combinations, Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2019

Business Combination, Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of allocation of purchase price to assets acquired and liabilities assumed

The Company’s purchase price allocation to net tangible and intangible assets of SCIO is as follows:

Assets:
Cash and cash equivalents	$	9,842
Restricted cash	2,790
Accounts receivable	19,924
Other current assets	2,076
Property and equipment	1,824
Other assets	1,751
Intangible assets
Customer relationships	47,800
Developed technology	21,400
Trade names and trademarks	3,700
	111,107
Liabilities:
Current liabilities	(12,482		)
Deferred tax liabilities, net	(17,132		)
Other non-current liabilities	(200		)
	(29,814		)
Net assets acquired	$	81,293
Goodwill	163,751
Total purchase consideration	$	245,044

Schedule of Goodwill

The following table sets forth details of changes in goodwill by reportable segment of the Company:

	Insurance			Healthcare			TT&L			F&A			All Other		Analytics		Total
Balance at January 1, 2018	$	38,333		$	35,233		$	13,679		$	48,372		$	5,326	$	63,538	$	204,481
Acquisitions	—			—			—			—			—		163,751		163,751
Measurement period adjustments	—			(1,728		)	—			—			—		—		(1,728		)
Currency translation adjustments	(130		)	—			(982		)	(1,179		)	—		—		(2,291		)
Impairment charges	—			(14,229		)	—			—			—		—		(14,229		)
Balance at December 31, 2018	$	38,203		$	19,276		$	12,697		$	47,193		$	5,326	$	227,289	$	349,984
Currency translation adjustments	(91		)	—			(165		)	(198		)	—		—		(454		)
Balance at September 30, 2019	$	38,112		$	19,276		$	12,532		$	46,995		$	5,326	$	227,289	$	349,530

Schedule of indefinite lived Intangible Assets

Information regarding the Company’s intangible assets is set forth below:

	As of September 30, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	119,282	$	(61,778	)	$	57,504
Developed technology	35,555		(17,989		)	17,566
Trade names and trademarks	5,480		(2,605		)	2,875
	$	160,317	$	(82,372	)	$	77,945
Indefinite-lived intangible assets:
Trade names and trademarks	900		—			900
Total intangible assets	$	161,217	$	(82,372	)	$	78,845

	As of December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	129,790	$	(56,367	)	$	(5,549	)	$	67,874
Leasehold benefits	2,644		(2,567		)	—			77
Developed technology	37,154		(14,653		)	—			22,501
Non-compete agreements	2,045		(1,937		)	—			108
Trade names and trademarks	9,639		(5,326		)	(278		)	4,035
	$	181,272	$	(80,850	)	$	(5,827	)	$	94,595
Indefinite-lived intangible assets:
Trade names and trademarks	900		—			—			900
Total intangible assets	$	182,172	$	(80,850	)	$	(5,827	)	$	95,495

Schedule of amortization of Intangible Assets

The amortization expense for the period is as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Amortization expense	$	5,502	$	6,718	$	16,584	$	14,426

Schedule of finite lived Intangible Assets useful lives

The remaining weighted average life of intangible assets is as follows:

	(in years)
Customer relationships	7.72
Developed technology	3.83
Trade names and trademarks (Finite lived)	2.56

Schedule of estimated future amortization of Intangible Assets

Estimated future amortization expense related to intangible assets as of September 30, 2019 is as follows:
2019 (October 1 - December 31)	$	4,963
2020	14,422
2021	12,731
2022	11,325
2023	9,036
2024 and thereafter	25,468
Total	$	77,945

XML

Other Non-Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2019

Liabilities, Noncurrent [Abstract]

Summary of Other Non-Current Liabilities

Other non-current liabilities consist of the following:

	As of
	September 30, 2019		December 31, 2018
Derivative instruments	$	1,884	$	3,075
Unrecognized tax benefits	804		804
Deferred rent	—		7,834
Retirement benefits	2,239		3,616
Deferred transition revenue	2,316		945
Others	1,998		247
Other non-current liabilities	$	9,241	$	16,521

XML

Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Owned Assets:
Owned assets, gross	$ 250,955	$ 228,850
Less: Accumulated depreciation and amortization	(173,127)	(155,798)
Owned assets, net	77,828	73,052
Right-of-use assets under finance leases:
Finance lease, right of use asset, gross	1,755	1,459
Less: Accumulated depreciation and amortization	(1,112)	(1,001)
Property and equipment, net	643	458
Property and equipment, net	78,471	73,510
Network equipment and computers
Owned Assets:
Owned assets, gross	93,727	85,921
Software
Owned Assets:
Owned assets, gross	77,017	69,752
Leasehold improvements
Owned Assets:
Owned assets, gross	44,355	39,533
Right-of-use assets under finance leases:
Finance lease, right of use asset, gross	751	778
Office furniture and equipment
Owned Assets:
Owned assets, gross	21,856	20,097
Right-of-use assets under finance leases:
Finance lease, right of use asset, gross	314	53
Motor vehicles
Owned Assets:
Owned assets, gross	602	635
Right-of-use assets under finance leases:
Finance lease, right of use asset, gross	$ 690	628
Buildings
Owned Assets:
Estimated useful lives	30 years
Owned assets, gross	$ 1,122	1,140
Land
Owned Assets:
Owned assets, gross	734	746
Capital work in progress
Owned Assets:
Owned assets, gross	$ 11,542	$ 11,026
Minimum | Network equipment and computers
Owned Assets:
Estimated useful lives	3 years
Minimum | Software
Owned Assets:
Estimated useful lives	3 years
Minimum | Leasehold improvements
Owned Assets:
Estimated useful lives	3 years
Minimum | Office furniture and equipment
Owned Assets:
Estimated useful lives	3 years
Minimum | Motor vehicles
Owned Assets:
Estimated useful lives	2 years
Maximum | Network equipment and computers
Owned Assets:
Estimated useful lives	5 years
Maximum | Software
Owned Assets:
Estimated useful lives	5 years
Maximum | Leasehold improvements
Owned Assets:
Estimated useful lives	8 years
Maximum | Office furniture and equipment
Owned Assets:
Estimated useful lives	8 years
Maximum | Motor vehicles
Owned Assets:
Estimated useful lives	5 years

XML

Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Finance lease:
Amortization of right-of-use assets	$ 68		$ 198
Interest on lease liabilities	26		71
Operating lease	6,843		20,544
Sublease income	(29)		(134)
Lease cost	$ 6,908		$ 20,679
Operating lease costs for leases classified as such under Topic 840		$ 6,596		$ 19,075

XML

Employee Benefit Plans - Net Gratuity Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Retirement Benefits [Abstract]
Service cost	$ 488	$ 431	$ 1,468	$ 1,293
Interest cost	219	173	659	526
Expected return on plan assets	(142)	(117)	(428)	(359)
Amortization of actuarial gain	(40)	(37)	(119)	(114)
Net gratuity cost	$ 525	$ 450	$ 1,580	$ 1,346

XML

Organization

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

ExlService Holdings, Inc. (“ExlService Holdings”) is organized as a corporation under the laws of the state of Delaware. ExlService Holdings, together with its subsidiaries and affiliates (collectively, the “Company”), operates in the Business Process Management (“BPM”) industry providing operations management services and analytics services that help businesses enhance revenue growth and improve profitability. Using its proprietary platforms, methodologies and tools, the Company looks deeper to help companies improve global operations, enhance data-driven insights, increase customer satisfaction, and manage risk and compliance. The Company’s clients are located principally in the United States of America (“U.S.”) and the United Kingdom (“U.K”).

XML

Revenues, net - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable not billed	$ 80,571,000		$ 80,571,000		$ 63,952,000
Contract liability, revenue recognized	1,086,000	$ 1,644,000	5,312,000	$ 8,025,000
Contract Acquisition Costs
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Capitalized contract acquisition costs	1,132,000		1,132,000		713,000
Capitalized contract acquisition costs, amount amortized	113,000	72,000	357,000	225,000
Impairment loss in relation to costs capitalized			0
Increase in capitalized contract costs	776,000		776,000
Contract Fulfillment Costs
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Capitalized contract acquisition costs, amount amortized	411,000	$ 335,000	1,021,000	$ 730,000
Impairment loss in relation to costs capitalized			0
Deferred costs, contract fulfillment	6,337,000		6,337,000		$ 4,051,000
Increase in capitalized contract costs	$ 1,140,000		$ 3,307,000

XML

Cover - shares	9 Months Ended
	Sep. 30, 2019	Oct. 25, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-33089
Entity Registrant Name	EXLSERVICE HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-0572194
Entity Address, Address Line One	320 Park Avenue,
Entity Address, Address Line Two	29th Floor,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	277-7100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	EXLS
Security Exchange Name	NASDAQ
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		34,094,635
Amendment Flag	false
Entity Central Index Key	0001297989
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

XML

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income tax expense	$ 5,701	$ 5,739	$ 12,571	$ 6,796
Effective tax rate, current income tax expense (benefit)	23.00%	27.30%	21.30%	11.40%
Measurement period adjustment, transition tax increase (decrease)			$ 4,836
Excess tax benefits, stock awards			$ 1,094	$ 5,438

XML

Business Combinations, Goodwill and Intangible Assets - Purchase Price Allocation - SCIO (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Jul. 01, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill	$ 349,530	$ 349,984		$ 204,481
SCIO
Business Acquisition [Line Items]
Cash and cash equivalents			$ 9,842
Restricted cash			2,790
Accounts receivable			19,924
Other current assets			2,076
Property and equipment			1,824
Other assets			1,751
Assets			111,107
Current liabilities			(12,482)
Deferred tax liabilities, net			(17,132)
Other non-current liabilities			(200)
Liabilities			(29,814)
Net assets acquired			81,293
Goodwill			163,751
Total purchase consideration			245,044
Customer relationships | SCIO
Business Acquisition [Line Items]
Identifiable Intangible Assets			47,800
Developed technology | SCIO
Business Acquisition [Line Items]
Identifiable Intangible Assets			21,400
Trade names and trademarks | SCIO
Business Acquisition [Line Items]
Identifiable Intangible Assets			$ 3,700

XML

Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net income		$ 19,044	$ 15,249	$ 46,303	$ 52,869
Other comprehensive income/(loss):
Unrealized gain/(loss) on effective cash flow hedges, net of taxes ($1,791), ($3,596), $91 and ($7,969), respectively		(1,805)	(8,348)	5,538	(21,218)
Foreign currency translation loss		(8,104)	(18,373)	(4,820)	(44,403)
Reclassification adjustments
(Gain)/loss on cash flow hedges, net of taxes $466, ($426), $820 and ($1,202), respectively	[1]	(1,837)	46	(3,186)	(2,890)
Retirement benefits, net of taxes ($19), ($3), $90 and ($2), respectively	[2]	(49)	(34)	(218)	(109)
Total other comprehensive loss		(11,795)	(26,709)	(2,686)	(68,620)
Total comprehensive income/(loss)		$ 7,249	$ (11,460)	$ 43,617	$ (15,751)

[1] These are reclassified to net income and are included either in cost of revenues or operating expenses, as applicable in the unaudited consolidated statements of income. Refer Note 17 to the unaudited consolidated financial statements.

[2] These are reclassified to net income and are included in other income, net in the unaudited consolidated statements of income. Refer Note 20 to the unaudited consolidated financial statements.

XML

Segment and Geographical Information - Revenues and Cost of Revenues for Company's Reportable Segments (Details) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) operating_segment	Sep. 30, 2018 USD ($)
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		$ 251,392	$ 231,124	$ 734,474	$ 648,209
Cost of revenues	[1]	167,542	152,157	487,228	429,907
Gross profit	[1]	83,850	78,967	247,246	218,302
Operating expenses		61,428	59,293	194,107	166,388
Foreign exchange gain, interest expense and other income, net		2,392	1,376	5,933	7,927
Income tax expense		5,701	5,739	12,571	6,796
Loss from equity-method investment		69	62	198	176
Net income attributable to ExlService Holdings, Inc. stockholders		19,044	15,249	$ 46,303	52,869
Number of operating segments, industry focused | operating_segment				5
Number of capability operating segments | operating_segment				1
BPM and related services
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		162,639	148,417	$ 470,889	448,782
Analytics services
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		88,753	82,707	263,585	199,427
Insurance
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		77,714	64,303	218,988	193,018
Cost of revenues		51,487	43,524	148,085	129,984
Gross profit		26,227	20,779	70,903	63,034
Healthcare
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		23,978	20,375	64,562	62,989
Cost of revenues		19,388	15,797	53,248	49,752
Gross profit		4,590	4,578	11,314	13,237
TT&L
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		16,950	17,278	51,916	53,326
Cost of revenues		9,800	9,958	29,589	31,026
Gross profit		7,150	7,320	22,327	22,300
F&A
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		26,542	24,517	78,688	72,717
Cost of revenues		16,651	14,917	46,919	44,189
Gross profit		9,891	9,600	31,769	28,528
All Other
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		17,455	21,944	56,735	66,732
Cost of revenues		12,383	14,323	37,221	44,587
Gross profit		5,072	7,621	19,514	22,145
Analytics
Revenues and cost of revenues for Company's reportable segments [Line Items]
Revenues, net		88,753	82,707	263,585	199,427
Cost of revenues		57,833	53,638	172,166	130,369
Gross profit		$ 30,920	$ 29,069	$ 91,419	$ 69,058

[1] Exclusive of depreciation and amortization.

XML

Stock Based Compensation (Tables)

9 Months Ended

Sep. 30, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of costs related to company's stock-based compensation plan

The following costs related to the Company’s stock-based compensation plans are included in the unaudited consolidated statements of income:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Cost of revenues	$	1,573	$	1,116	$	4,537	$	3,579
General and administrative expenses	2,957		2,187		8,713		7,536
Selling and marketing expenses	2,897		2,041		8,288		6,196
Total	$	7,427	$	5,344	$	21,538	$	17,311

Schedule of stock options activity

Stock option activity under the Company’s stock-based compensation plans is shown below:

	Number of Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life (Years)
Outstanding at December 31, 2018	162,475		$	20.21	$	5,267	2.24
Granted	—		—		—		—
Exercised	(35,500	)	9.53		1,811		—
Forfeited	—		—		—		—
Outstanding at September 30, 2019	126,975		$	23.20	$	5,558	2.01
Vested and exercisable at September 30, 2019	126,975		$	23.20	$	5,558	2.01

Schedule of restricted stock and RSU activity

Restricted stock and restricted stock unit activity under the Company’s stock-based compensation plans is shown below:

	Restricted Stock				Restricted Stock Units
	Number		Weighted Average Fair Value		Number		Weighted Average Fair Value
Outstanding at December 31, 2018*	103,623		$	42.68	953,578		$	51.81
Granted	—		—		466,173		64.15
Vested	(53,855	)	37.44		(391,533	)	47.25
Forfeited	—		—		(62,513	)	57.69
Outstanding at September 30, 2019*	49,768		$	48.35	965,705		$	59.24

* As of September 30, 2019 and December 31, 2018 restricted stock units vested for which the underlying common stock is yet to be issued are 164,831 and 155,753, respectively.

Schedule of performance based stock awards activity

Performance based restricted stock unit (the “PRSUs”) activity under the Company’s stock-based compensation plans is shown below:

	Revenue Based PRSUs			Market Condition Based PRSUs
	Number	Weighted Average Fair Value		Number	Weighted Average Fair Value
Outstanding at December 31, 2018	100,353	$	54.07	100,336	$	62.43
Granted	54,062	64.33		54,053	92.13
Vested	—	—		—	—
Forfeited	—	—		—	—
Outstanding at September 30, 2019	154,415	$	57.66	154,389	$	72.83

XML

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accrued expenses	$ 50,276	$ 44,711
Derivative instruments	2,049	3,204
Client liabilities	5,672	6,933
Other current liabilities	11,879	9,321
Accrued expenses and other current liabilities	$ 69,876	$ 64,169

XML

Borrowings - Additional Information (Details)			3 Months Ended		9 Months Ended
	Oct. 01, 2018 USD ($) $ / shares	Nov. 21, 2017 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)	Jul. 02, 2018 USD ($)
Credit Facilities [Line Items]
Long-term debt, maturities, repayments of principal in next twelve months			$ 20,000,000		$ 20,000,000
Payment of debt issuance costs					117,000	$ 387,000
Allocation of equity component related to issuance costs on convertible senior notes					(13,000)
Debt discount amortization					1,836,000	$ 0
Structured payable			260,351,000		260,351,000
Current portion of long-term borrowings			20,876,000		20,876,000		$ 21,423,000
Long term borrowings			223,916,000		223,916,000		263,241,000
Outstanding letters of credit			461,000		461,000		0
Notes Payable, Other Payables
Credit Facilities [Line Items]
Structured payable			1,351,000		1,351,000		2,114,000
Current portion of long-term borrowings			876,000		876,000		1,423,000
Long term borrowings			475,000		475,000		691,000
3.50% Convertible Senior Notes due October 1, 2024 | Convertible Notes Payable
Credit Facilities [Line Items]
Debt instrument face amount	$ 150,000,000
Interest rate	3.50%
Interest expense			1,313,000		3,894,000
Conversion rate	0.0133333000
Debt instrument, conversion price (in dollars per share) | $ / shares	$ 75
Threshold percentage of stock price trigger	150.00%
Net proceeds from convertible notes	$ 149,000,000
Debt issuance costs	1,000,000
Payment of debt issuance costs	442,000
Liability component of debt issuance costs	1,279,000
Equity component of debt issuance costs	163,000
Unamortized debt issuance costs			1,071,000		1,071,000		$ 1,127,000
Convertible notes, liability component	133,077,000
Convertible senior notes, interest rate							5.75%
Allocation of equity component related to issuance costs on convertible senior notes	$ 16,923,000
Remaining discount amortization period	6 years
Debt discount amortization			618,000		1,836,000
Unamortized debt discount			14,487,000		14,487,000		$ 16,323,000
Structured payable			150,000,000		150,000,000		150,000,000
Revolving Credit Facility
Credit Facilities [Line Items]
Outstanding debt			109,000,000		109,000,000		150,000,000
Outstanding debt, noncurrent			89,000,000		89,000,000		130,000,000
Outstanding debt, current							20,000,000
Unamortized debt issuance costs			813,000		813,000		$ 1,006,000
Repayments of outstanding borrowings	$ 150,000,000
Structured payable			$ 109,000,000		$ 109,000,000
Revolving Credit Facility | New Credit Agreement
Credit Facilities [Line Items]
Maximum borrowing capacity		$ 200,000,000
Line of credit interest rate during period			4.10%	3.10%	4.10%	3.30%
Unrestricted domestic cash and cash equivalents threshold			$ 50,000,000
Interest coverage ratio, minimum			3.5		3.5
Leverage ratio, maximum			3.0		3.0
Revolving Credit Facility | New Credit Agreement | Maximum
Credit Facilities [Line Items]
Commitment fee percentage range on unused credit facility		0.30%
Revolving Credit Facility | New Credit Agreement | Minimum
Credit Facilities [Line Items]
Commitment fee percentage range on unused credit facility		0.15%
Revolving Credit Facility | New Credit Agreement | Prime Rate | Maximum
Credit Facilities [Line Items]
Basis spread on variable rate		0.75%
Revolving Credit Facility | New Credit Agreement | Prime Rate | Minimum
Credit Facilities [Line Items]
Basis spread on variable rate		0.00%
Revolving Credit Facility | New Credit Agreement | London Interbank Offered Rate (LIBOR) | Maximum
Credit Facilities [Line Items]
Basis spread on variable rate		1.75%
Revolving Credit Facility | New Credit Agreement | London Interbank Offered Rate (LIBOR) | Minimum
Credit Facilities [Line Items]
Basis spread on variable rate		1.00%
SCIO | Revolving Credit Facility | New Credit Agreement
Credit Facilities [Line Items]
Maximum borrowing capacity								$ 300,000,000
SCIO | Revolving Credit Facility | New Credit Agreement | Maximum
Credit Facilities [Line Items]
Option to increase additional credit facility								$ 100,000,000

XML

Business Combinations, Goodwill and Intangible Assets - Summary of Company's Goodwill (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2018	Sep. 30, 2019	Dec. 31, 2018
Goodwill [Roll Forward]
Beginning Balance		$ 349,984,000	$ 204,481,000
Acquisitions			163,751,000
Measurement period adjustments			(1,728,000)
Currency translation adjustments		(454,000)	(2,291,000)
Impairment charges	$ 14,229,000		14,229,000
Ending Balance	349,984,000	349,530,000	349,984,000
Fair value of goodwill	0		0
Insurance
Goodwill [Roll Forward]
Beginning Balance		38,203,000	38,333,000
Acquisitions			0
Measurement period adjustments			0
Currency translation adjustments		(91,000)	(130,000)
Impairment charges			0
Ending Balance	38,203,000	38,112,000	38,203,000
Healthcare
Goodwill [Roll Forward]
Beginning Balance		19,276,000	35,233,000
Acquisitions			0
Measurement period adjustments			(1,728,000)
Currency translation adjustments		0	0
Impairment charges			14,229,000
Ending Balance	19,276,000	19,276,000	19,276,000
TT&L
Goodwill [Roll Forward]
Beginning Balance		12,697,000	13,679,000
Acquisitions			0
Measurement period adjustments			0
Currency translation adjustments		(165,000)	(982,000)
Impairment charges			0
Ending Balance	12,697,000	12,532,000	12,697,000
F&A
Goodwill [Roll Forward]
Beginning Balance		47,193,000	48,372,000
Acquisitions			0
Measurement period adjustments			0
Currency translation adjustments		(198,000)	(1,179,000)
Impairment charges			0
Ending Balance	47,193,000	46,995,000	47,193,000
All Other
Goodwill [Roll Forward]
Beginning Balance		5,326,000	5,326,000
Acquisitions			0
Measurement period adjustments			0
Currency translation adjustments		0	0
Impairment charges			0
Ending Balance	5,326,000	5,326,000	5,326,000
Analytics
Goodwill [Roll Forward]
Beginning Balance		227,289,000	63,538,000
Acquisitions			163,751,000
Measurement period adjustments			0
Currency translation adjustments		0	0
Impairment charges			0
Ending Balance	$ 227,289,000	$ 227,289,000	$ 227,289,000

XML

Accumulated Other Comprehensive Loss - Summary of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Cumulative foreign currency translation loss	$ (88,925)	$ (84,105)
Unrealized gain/(loss) on cash flow hedges, net of taxes of $133 and $115, respectively	2,019	(333)
Retirement benefits, net of taxes of $46 and ($53), respectively	753	971
Accumulated other comprehensive loss	(86,153)	(83,467)
Unrealized gain on cash flow hedges, taxes	133	115
Retirement benefits, taxes	$ 46	$ (53)

XML

Derivatives and Hedge Accounting - Summary of Fair Value of Foreign Currency Exchange Contracts (Details) - Foreign currency exchange contracts - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Derivatives Designated as Hedging Instruments | Other current assets
Derivatives, Fair Value [Line Items]
Foreign currency exchange contracts, asset	$ 3,118	$ 4,022
Derivatives Designated as Hedging Instruments | Other assets
Derivatives, Fair Value [Line Items]
Foreign currency exchange contracts, asset	2,734	1,971
Derivatives Designated as Hedging Instruments | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Foreign currency exchange contracts, liability	1,816	3,137
Derivatives Designated as Hedging Instruments | Other non-current liabilities
Derivatives, Fair Value [Line Items]
Foreign currency exchange contracts, liability	1,884	3,075
Derivatives not designated as hedging instruments | Other current assets
Derivatives, Fair Value [Line Items]
Foreign currency exchange contracts, asset	9	37
Derivatives not designated as hedging instruments | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Foreign currency exchange contracts, liability	$ 233	$ 67

XML

Business Combinations, Goodwill and Intangible Assets - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Business Combination, Goodwill And Intangible Assets Disclosure [Abstract]
2019 (October 1 - December 31)	$ 4,963
2020	14,422
2021	12,731
2022	11,325
2023	9,036
2024 and thereafter	25,468
Total	$ 77,945	$ 94,595

XML

Other Income, net

9 Months Ended

Sep. 30, 2019

Other Income and Expenses [Abstract]

Other Income, net

Other Income, net

Other income, net consists of the following:

	Three months ended September 30,					Nine months ended September 30,
	2019		2018			2019		2018
Gain on sale and mark-to-market of mutual funds	$	3,216	$	2,180		$	10,060	$	7,007
Interest and dividend income	489		523			1,982		1,160
Others, net	858		(237		)	1,046		65
Other income, net	$	4,563	$	2,466		$	13,088	$	8,232

XML

Segment and Geographical Information

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment and Geographical Information

Segment and Geographical Information

The Company operates in the BPM industry and is a provider of operations management and analytics services. The Company has eight operating segments, which are strategic business units that align its products and services with how it manages its business, approaches its key markets and interacts with its clients. Six of those operating segments provide BPM or “operations management” services, five of which are industry-focused operating segments (Insurance, Healthcare, Travel, Transportation and Logistics, Banking and Financial Services, and Utilities) and one of which is a “capability” operating segment (Finance and Accounting) that provides services to clients in our industry-focused segments as well as clients across other industries. In each of these six operating segments, the Company provides operations management services, which typically involve transfer to the Company of the business operations of a client, after which it administers and manages those operations for its client on an ongoing basis. The remaining two operating segments are Consulting, which provides industry-specific transformational services related to operations management services, and Analytics, which provides services that focus on driving improved business outcomes for clients by generating data-driven insights across all parts of their business.

The Company presents information for the following reportable segments:

• Insurance

• Healthcare

• Travel, Transportation and Logistics (“TT&L”)

• Finance and Accounting (“F&A”)

• Analytics, and

• All Other (consisting of the Company's remaining operating segments, which are the Banking and Financial Services, Utilities and Consulting operating segments).

The chief operating decision maker (“CODM”) generally reviews financial information such as revenues, cost of revenues and gross profit, disaggregated by the operating segments to allocate an overall budget among the operating segments.

The Company does not allocate and therefore the CODM does not evaluate other operating expenses, interest expense or income taxes by segment. Many of the Company’s assets are shared by multiple operating segments. The Company manages these assets on a total Company basis, not by operating segment, and therefore asset information and capital expenditures by operating segment are not presented.

Revenues and cost of revenues for the three months ended September 30, 2019 and 2018, respectively, for each of the reportable segments, are as follows:

	Three months ended September 30, 2019
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	77,714	$	23,978	$	16,950	$	26,542	$	17,455	$	88,753	$	251,392
Cost of revenues(1)	51,487		19,388		9,800		16,651		12,383		57,833		167,542
Gross profit(1)	$	26,227	$	4,590	$	7,150	$	9,891	$	5,072	$	30,920	$	83,850
Operating expenses													61,428
Foreign exchange gain, interest expense and other income, net													2,392
Income tax expense													5,701
Loss from equity-method investment													69
Net income													$	19,044

	Three months ended September 30, 2018
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	64,303	$	20,375	$	17,278	$	24,517	$	21,944	$	82,707	$	231,124
Cost of revenues(1)	43,524		15,797		9,958		14,917		14,323		53,638		152,157
Gross profit(1)	$	20,779	$	4,578	$	7,320	$	9,600	$	7,621	$	29,069	$	78,967
Operating expenses													59,293
Foreign exchange gain, interest expense and other income, net													1,376
Income tax expense													5,739
Loss from equity-method investment													62
Net income													$	15,249

⁽¹⁾ Exclusive of depreciation and amortization.

Revenues and cost of revenues for the nine months ended September 30, 2019 and 2018, respectively, for each of the reportable

segments, are as follows:

	Nine months ended September 30, 2019
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	218,988	$	64,562	$	51,916	$	78,688	$	56,735	$	263,585	$	734,474
Cost of revenues(1)	148,085		53,248		29,589		46,919		37,221		172,166		487,228
Gross profit(1)	$	70,903	$	11,314	$	22,327	$	31,769	$	19,514	$	91,419	$	247,246
Operating expenses													194,107
Foreign exchange gain, interest expense and other income, net													5,933
Income tax expense													12,571
Loss from equity-method investment													198
Net income													$	46,303

	Nine months ended September 30, 2018
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	193,018	$	62,989	$	53,326	$	72,717	$	66,732	$	199,427	$	648,209
Cost of revenues(1)	129,984		49,752		31,026		44,189		44,587		130,369		429,907
Gross profit(1)	$	63,034	$	13,237	$	22,300	$	28,528	$	22,145	$	69,058	$	218,302
Operating expenses													166,388
Foreign exchange gain, interest expense and other income, net													7,927
Income tax expense													6,796
Loss from equity-method investment													176
Net income													$	52,869

⁽¹⁾ Exclusive of depreciation and amortization.

Revenues, net by service type, were as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
BPM and related services(1)	$	162,639	$	148,417	$	470,889	$	448,782
Analytics services	88,753		82,707		263,585		199,427
Revenues, net	$	251,392	$	231,124	$	734,474	$	648,209

⁽¹⁾ BPM and related services include revenues of the Company's five industry-focused operating segments, one capability operating segment and the consulting operating segment, which provides services related to operations management services. Refer to the reportable segment disclosure above.

The Company attributes the revenues to regions based upon the location of its customers.

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Revenues, net
United States	$	208,753	$	191,671	$	602,758	$	536,956
Non-United States
United Kingdom	27,884		29,901		87,140		85,397
Rest of World	14,755		9,552		44,576		25,856
Total Non-United States	42,639		39,453		131,716		111,253
Revenues, net	$	251,392	$	231,124	$	734,474	$	648,209

Property and equipment, net by geographic area, were as follows:

	As of
	September 30, 2019		December 31, 2018
Property and equipment, net
India	$	32,488	$	36,152
United States	32,234		28,254
Philippines	10,053		5,985
Rest of World	3,696		3,119
Property and equipment, net	$	78,471	$	73,510

XML

Other Current Assets

9 Months Ended

Sep. 30, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

Other Current Assets

Other current assets consist of the following:

	As of
	September 30, 2019		December 31, 2018
Derivative instruments	$	3,127	$	4,059
Advances to suppliers	1,824		2,910
Receivables from statutory authorities	16,490		14,145
Contract assets	1,190		1,201
Deferred contract fulfillment costs	1,164		1,236
Others	4,179		4,689
Other current assets	$	27,974	$	28,240

XML

Impairment and Restructuring Charges

9 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Impairment and Restructuring Charges

Impairment and Restructuring Charges

On March 29, 2019, the Company commenced the process of substantially winding down of the operations of the Health Integrated business, which is reported within the Healthcare reportable segment. The Company had previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2019, the operating results of this business were significantly below the Company’s estimates and future estimated cash flows are impacted due to loss of customer contracts and cost pressures, and the Company continues to incur losses from this business. The Company expects the wind down process to be substantially completed by the end of 2019. In connection with the wind down process, the Company recorded pre-tax costs in the unaudited consolidated statements of income under “Impairment and restructuring charges”. The following table summarizes the activity related to the costs incurred and paid for the wind down during the three and nine months ended September 30, 2019:

	Contract Termination Costs			Employee-Related Costs			Other Associated Costs			Total
Balance as of January 1, 2019	$	—		$	—		$	—		$	—
Costs incurred during the six months ended June 30, 2019	2,597			752			291			3,640
Costs incurred during the three months ended September 30, 2019	—			193			296			489
Cumulative costs incurred as of September 30, 2019	$	2,597		$	945		$	587		$	4,129
Costs paid during the six months ended June 30, 2019	—			(57		)	(204		)	(261		)
Costs paid during the three months ended September 30, 2019	(995		)	(31		)	(209		)	(1,235		)
Balance as of September 30, 2019	$	1,602		$	857		$	174		$	2,633
Total expected costs	$	3,000		$	1,500		$	1,000		$	5,500

Additionally, the Company recognized impairment on ROU assets and long-lived assets of $nil and $3,167 during the three and nine months ended September 30, 2019, respectively in the unaudited consolidated statements of income under "Impairment and restructuring charges".

Costs and cash expenditures expected to be incurred are subject to a number of assumptions, and the Company may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with the wind down process.

XML

Segment and Geographical Information (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Revenues and Cost of Revenues for Company's Reportable Segments

Revenues and cost of revenues for the three months ended September 30, 2019 and 2018, respectively, for each of the reportable segments, are as follows:

	Three months ended September 30, 2019
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	77,714	$	23,978	$	16,950	$	26,542	$	17,455	$	88,753	$	251,392
Cost of revenues(1)	51,487		19,388		9,800		16,651		12,383		57,833		167,542
Gross profit(1)	$	26,227	$	4,590	$	7,150	$	9,891	$	5,072	$	30,920	$	83,850
Operating expenses													61,428
Foreign exchange gain, interest expense and other income, net													2,392
Income tax expense													5,701
Loss from equity-method investment													69
Net income													$	19,044

	Three months ended September 30, 2018
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	64,303	$	20,375	$	17,278	$	24,517	$	21,944	$	82,707	$	231,124
Cost of revenues(1)	43,524		15,797		9,958		14,917		14,323		53,638		152,157
Gross profit(1)	$	20,779	$	4,578	$	7,320	$	9,600	$	7,621	$	29,069	$	78,967
Operating expenses													59,293
Foreign exchange gain, interest expense and other income, net													1,376
Income tax expense													5,739
Loss from equity-method investment													62
Net income													$	15,249

⁽¹⁾ Exclusive of depreciation and amortization.

Revenues and cost of revenues for the nine months ended September 30, 2019 and 2018, respectively, for each of the reportable

segments, are as follows:

	Nine months ended September 30, 2019
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	218,988	$	64,562	$	51,916	$	78,688	$	56,735	$	263,585	$	734,474
Cost of revenues(1)	148,085		53,248		29,589		46,919		37,221		172,166		487,228
Gross profit(1)	$	70,903	$	11,314	$	22,327	$	31,769	$	19,514	$	91,419	$	247,246
Operating expenses													194,107
Foreign exchange gain, interest expense and other income, net													5,933
Income tax expense													12,571
Loss from equity-method investment													198
Net income													$	46,303

	Nine months ended September 30, 2018
	Insurance		Healthcare		TT&L		F&A		All Other		Analytics		Total
Revenues, net	$	193,018	$	62,989	$	53,326	$	72,717	$	66,732	$	199,427	$	648,209
Cost of revenues(1)	129,984		49,752		31,026		44,189		44,587		130,369		429,907
Gross profit(1)	$	63,034	$	13,237	$	22,300	$	28,528	$	22,145	$	69,058	$	218,302
Operating expenses													166,388
Foreign exchange gain, interest expense and other income, net													7,927
Income tax expense													6,796
Loss from equity-method investment													176
Net income													$	52,869

⁽¹⁾ Exclusive of depreciation and amortization.

Revenues, net by service type, were as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
BPM and related services(1)	$	162,639	$	148,417	$	470,889	$	448,782
Analytics services	88,753		82,707		263,585		199,427
Revenues, net	$	251,392	$	231,124	$	734,474	$	648,209

⁽¹⁾ BPM and related services include revenues of the Company's five industry-focused operating segments, one capability operating segment and the consulting operating segment, which provides services related to operations management services. Refer to the reportable segment disclosure above.

Revenues Based on Geographical Information

The Company attributes the revenues to regions based upon the location of its customers.

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Revenues, net
United States	$	208,753	$	191,671	$	602,758	$	536,956
Non-United States
United Kingdom	27,884		29,901		87,140		85,397
Rest of World	14,755		9,552		44,576		25,856
Total Non-United States	42,639		39,453		131,716		111,253
Revenues, net	$	251,392	$	231,124	$	734,474	$	648,209

Property, Plant and Equipment based on Geographical Information

Property and equipment, net by geographic area, were as follows:

	As of
	September 30, 2019		December 31, 2018
Property and equipment, net
India	$	32,488	$	36,152
United States	32,234		28,254
Philippines	10,053		5,985
Rest of World	3,696		3,119
Property and equipment, net	$	78,471	$	73,510

XML

Segment and Geographical Information - Additional Information (Details)	9 Months Ended
	Sep. 30, 2019 operating_segment
Segment Reporting [Abstract]
Number of operating segments	8
Number of operating segments, operations management	6
Number of operating segments, industry focused	5
Number of operating segments, finance and accounting	1
Number of operating segments, company provides operations management services	6
Number of non-operations management services	2

XML

Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of supplemental balance sheet information

The lease agreements do not contain any c

Schedule of components of lease cost

The components of lease cost, which are included in the Company's unaudited consolidated statements of income, are as follows:

Lease cost	Three months ended September 30, 2019			Nine months ended September 30, 2019
Finance lease:
Amortization of right-of-use assets	$	68		$	198
Interest on lease liabilities	26			71
Operating lease(a)	6,843			20,544
Sublease income	(29		)	(134		)
Total lease cost	$	6,908		$	20,679

Operating lease cost for leases classified as such under Topic 840 for the three and nine months ended September 30, 2018 was $6,596 and $19,075, respectively.

(a) Includes short-term leases, which are immaterial.

Schedule of supplemental cash flow informaton related to leases

Supplemental cash flow and other information related to leases are as follows:

	Nine months ended September 30, 2019
Cash payments for amounts included in the measurement of lease liabilities :
Operating cash outflows for operating leases	$	19,428
Operating cash outflows for finance leases	$	71
Financing cash outflows for finance leases	$	274
Right-of-use assets obtained in exchange for new operating lease liabilities	$	31,189
Right-of-use assets obtained in exchange for new finance lease liabilities	$	—
Weighted-average remaining lease term
Finance lease	2.3 years
Operating lease	5.9 years
Weighted-average discount rate
Finance lease	8.7		%
Operating lease	7.2		%

Schedule of maturities of lease liabilities

Maturities of lease liabilities as of September 30, 2019 are as follows:

	Operating Leases		Finance Leases
2019 (October 1 - December 31)	$	6,425	$	109
2020	25,436		304
2021	22,584		220
2022	20,481		110
2023	18,423		81
2024	13,960		15
2025 and thereafter	23,020		—
Total lease payments	$	130,329	$	839
Less: Imputed interest	30,733		155
Present value of lease liabilities	$	99,596	$	684

Schedule of maturities of lease liabilities

Maturities of lease liabilities as of September 30, 2019 are as follows:

	Operating Leases		Finance Leases
2019 (October 1 - December 31)	$	6,425	$	109
2020	25,436		304
2021	22,584		220
2022	20,481		110
2023	18,423		81
2024	13,960		15
2025 and thereafter	23,020		—
Total lease payments	$	130,329	$	839
Less: Imputed interest	30,733		155
Present value of lease liabilities	$	99,596	$	684

Schedule of future minimum lease payments for capital leases

Maturities of minimum lease payments as of December 31, 2018 are as follows:

During the next twelve months ending December 31,	Operating Leases		Capital Leases
2019	$	23,431	$	283
2020	20,039		163
2021	16,924		120
2022	14,804		58
2023	12,859		49
2024	11,114		—
2025 and thereafter	15,000		—
Total minimum lease payment	$	114,171	$	673
Less: Imputed interest	NA		135
Present value of minimum lease payments	NA		538
Less: Current portion	NA		223
Long term capital lease obligation	NA		$	315

Schedule of future minimum rental payments for operating leases

Maturities of minimum lease payments as of December 31, 2018 are as follows:

During the next twelve months ending December 31,	Operating Leases		Capital Leases
2019	$	23,431	$	283
2020	20,039		163
2021	16,924		120
2022	14,804		58
2023	12,859		49
2024	11,114		—
2025 and thereafter	15,000		—
Total minimum lease payment	$	114,171	$	673
Less: Imputed interest	NA		135
Present value of minimum lease payments	NA		538
Less: Current portion	NA		223
Long term capital lease obligation	NA		$	315

XML

Business Combinations, Goodwill and Intangible Assets - Summary of Company's Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount	$ 160,317	$ 181,272
Accumulated Amortization	(82,372)	(80,850)
Accumulated Impairment		(5,827)
Total	77,945	94,595
Total intangible assets, gross carrying amount	161,217	182,172
Total intangible assets, net carrying amount	78,845	95,495
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount	119,282	129,790
Accumulated Amortization	(61,778)	(56,367)
Accumulated Impairment		(5,549)
Total	57,504	67,874
Indefinite lived intangible assets [Abstract]
Trade names and trademarks		0
Leasehold benefits
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount		2,644
Accumulated Amortization		(2,567)
Accumulated Impairment		0
Total		77
Developed technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount	35,555	37,154
Accumulated Amortization	(17,989)	(14,653)
Accumulated Impairment		0
Total	17,566	22,501
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount		2,045
Accumulated Amortization		(1,937)
Accumulated Impairment		0
Total		108
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross carrying amount	5,480	9,639
Accumulated Amortization	(2,605)	(5,326)
Accumulated Impairment		(278)
Total	2,875	4,035
Trade names and trademarks
Indefinite lived intangible assets [Abstract]
Trade names and trademarks	$ 900	$ 900

XML

Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets
Mutual funds	$ 147,883	$ 142,408
Derivative financial instruments	5,861	6,030
Total	153,744	148,438
Liabilities
Derivative financial instruments	3,933	6,279
Total	3,933	6,279
Level 1
Assets
Mutual funds	147,883	142,408
Derivative financial instruments	0	0
Total	147,883	142,408
Liabilities
Derivative financial instruments	0	0
Total	0	0
Level 2
Assets
Mutual funds	0	0
Derivative financial instruments	5,861	6,030
Total	5,861	6,030
Liabilities
Derivative financial instruments	3,933	6,279
Total	3,933	6,279
Level 3
Assets
Mutual funds	0	0
Derivative financial instruments	0	0
Total	0	0
Liabilities
Derivative financial instruments	0	0
Total	$ 0	$ 0

XML

Derivatives and Hedge Accounting - Summary of Effect of Foreign Currency Exchange Contracts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Effect of net investment hedges on accumulated other comprehensive loss	$ 0	$ 0	$ (580)	$ 0
Gain/(Loss) recognized in unaudited consolidated statements of income	1,009	1,385	3,471	3,414
Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Effect of net investment hedges on accumulated other comprehensive loss	0	0	(580)	0
Derivatives in cash flow hedging relationships | Derivatives in hedging relationships | Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Effect of net investment hedges on accumulated other comprehensive loss	(3,596)	(11,944)	5,629	(29,187)
Reclassification out of Accumulated Other Comprehensive Income | Derivatives not designated as hedging instruments | Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain/(Loss) recognized in unaudited consolidated statements of income	$ (794)	$ (4,268)	$ 3,525	$ (9,837)

XML

Investment in Equity Affiliate (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 12, 2017
Schedule of Equity Method Investments [Line Items]
Loss from equity-method investment	$ (69)	$ (62)	$ (198)	$ (176)
Corridor
Schedule of Equity Method Investments [Line Items]
Aggregate cost					$ 3,000
Loss from equity-method investment	$ 69	$ 62	$ 198	$ 176

XML

Other Non-Current Liabilities - Summary of Other Non-Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Liabilities, Noncurrent [Abstract]
Derivative instruments	$ 1,884	$ 3,075
Unrecognized tax benefits	804	804
Deferred rent	0	7,834
Retirement benefits	2,239	3,616
Deferred transition revenue	2,316	945
Others	1,998	247
Other non-current liabilities	$ 9,241	$ 16,521

XML

Borrowings - Principle Maturities of Borrowings and Credit Arrangements (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
2019 (October - December)	$ 5,658
2020	22,693
2021	31,000
2022	51,000
2023	0
2024 and thereafter	150,000
Total	260,351
Notes | 3.50% Convertible Senior Notes due October 1, 2024
Debt Instrument [Line Items]
2019 (October - December)	0
2020	0
2021	0
2022	0
2023	0
2024 and thereafter	150,000
Total	150,000	$ 150,000
Structured Payables
Debt Instrument [Line Items]
2019 (October - December)	658
2020	693
2021	0
2022	0
2023	0
2024 and thereafter	0
Total	1,351	$ 2,114
Revolver Credit
Debt Instrument [Line Items]
2019 (October - December)	5,000
2020	22,000
2021	31,000
2022	51,000
2023	0
2024 and thereafter	0
Total	$ 109,000

XML

Investment in Equity Affiliate

9 Months Ended

Sep. 30, 2019

Equity Method Investments and Joint Ventures [Abstract]

Investment in Equity Affiliate

Investment in Equity Affiliate

On December 12, 2017, the Company acquired preferred stock in Corridor Platform Inc. (“Corridor”), a big data credit risk management platform for $3,000. The Company has determined that based on its ownership interest and other rights, Corridor is an equity method affiliate. The Company has the right and option to acquire additional preferred stock from Corridor as per the terms of the agreement. The Company's proportionate share of net loss for the three and nine months ended September 30, 2019 was $69 and $198, and for the three and nine months ended September 30, 2018 was $62 and $176, respectively.

XML

Cash, Cash Equivalents and Restricted Cash

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

For the purpose of unaudited statements of cash flows, cash, cash equivalents and restricted cash comprise of the following:

	As of
	September 30, 2019		September 30, 2018
Cash and cash equivalents	$	101,432	$	97,636
Restricted cash (current)	5,412		4,679
Restricted cash (non-current)	2,441		3,499
Cash, cash equivalents and restricted cash	$	109,285	$	105,814

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(a) Basis of Preparation and Principles of Consolidation

The unaudited consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“US GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements and therefore should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The unaudited consolidated financial statements reflect all adjustments (of a normal and recurring nature) that management considers necessary for a fair presentation of such statements for the interim periods presented. The unaudited consolidated statements of income for the interim periods presented are not necessarily indicative of the results for the full year or for any subsequent period.

The accompanying unaudited consolidated financial statements include the financial statements of ExlService Holdings and all of its subsidiaries. The standalone financial statements of subsidiaries are fully consolidated on a line-by-line basis. Intra-group balances and transactions, and gains and losses arising from intra-group transactions, are eliminated while preparing those financial statements.

Accounting policies of the respective individual subsidiary and associate are aligned, wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under US GAAP.

The Company’s investments in equity affiliates are initially recorded at cost and any excess cost over proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill. The proportionate share of net income or loss of the investee is recognized in the unaudited consolidated statements of income.

(b) Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the unaudited consolidated statements of income during the reporting period. Although these estimates are based on management’s best assessment of the current business environment, actual results may be different from those estimates. The significant estimates and assumptions that affect the financial statements include, but are not limited to, allowance for doubtful receivables, expected recoverability from customers with contingent fee arrangements, recoverability of dues from statutory authorities, assets and obligations related to employee benefit plans, deferred tax valuation allowances, income-tax uncertainties and other contingencies, valuation of derivative financial instruments, assumptions used to calculate stock-based compensation expense, assumptions used to determine incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, depreciation and amortization periods, purchase price allocation, recoverability of long-lived assets including goodwill and intangibles, and estimated costs to complete fixed price contracts.

(c) Employee Benefits

Contributions to defined contribution plans are charged to the unaudited consolidated statements of income in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees.

The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable.

The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by the respective employees during the period. The interest cost, expected return on plan assets and amortization of actuarial gains/loss are classified in “Other income, net”. Refer Note 20 to the unaudited consolidated financial statements for details.

(d) Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. Pursuant to the Company’s investment policy, surplus funds are invested in highly-rated debt mutual funds, money market accounts and time deposits to reduce its exposure to market risk with regard to these funds.

Restricted cash represents amounts on deposit with banks against bank guarantees issued through banks in favor of relevant statutory authorities for equipment imports, deposits for obtaining indirect tax registrations and for demands against pending income tax assessments (refer Note 26 to the unaudited consolidated financial statements for details). These deposits with banks have maturity dates after September 30, 2020. Restricted cash presented under current assets represents funds held on behalf of clients in dedicated bank accounts.

For purposes of the unaudited statements of cash flows, the Company includes in its cash and cash-equivalent balances those amounts that have been classified as restricted cash and restricted cash equivalents.

(e) Revenue Recognition

Revenue is recognized when services are provided to the Company's customers, in an amount that reflects the consideration which the Company expects to be entitled to in exchange for the services provided.

Revenue is measured based on consideration specified in a contract with a customer and excludes discounts and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing services to a customer.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.  

Nature of services

The Company derives its revenues from operations management and analytics services. The Company operates in the business process management (“BPM”) industry providing operations management and analytics services helping businesses enhance revenue growth and improve profitability. The Company provides BPM or “operations management” services, which typically involve transfer to the Company of business operations of a client, after which it administers and manages those operations for its client on an ongoing basis. The Company also provides industry-specific digital transformational services related to operations management services, and analytics services that focus on driving improved business outcomes for clients by generating data-driven insights across all parts of their business. The Company also provides care optimization and reimbursement optimization services, for its clients through its healthcare analytics solutions and services. The Company offers integrated solutions to help its clients with cost containment by leveraging technology platforms, customizable and configurable analytics and expertise in healthcare reimbursements to help clients enhance their claims payment accuracy.

Type of Contracts

a. Revenues under time-and-material, transaction and outcome-based contracts are recognized as the services are performed. When the terms of the client contract specify service level parameters that must be met (such as turnaround time or accuracy), the Company monitors such service level parameters to determine if any service credits or penalties have been incurred. Revenues are recognized net of any penalties or service credits that are due to a client.

b. Revenues from arrangements involving subcontracting, either in part or whole of the assigned work, are recognized after Company’s assessment of “Principal versus agent considerations”. The Company evaluates whether it is in control of the services before the same are transferred to the customer to assess whether it is Principal or Agent in the arrangement. Revenues are recognized on Gross basis if the Company is in the capacity of Principal and on Net basis if it falls in the capacity of an agent.

c. Revenues for the Company’s fixed-price contracts are recognized using the proportional performance method when the pattern of performance under the contracts can be reasonably determined. The Company estimates the proportional performance of a contract by comparing the actual number of hours or days worked to the estimated total number of hours or days required to complete each engagement. The use of the proportional performance method requires significant judgment relative to estimating the number of hours or days required to complete the contracted scope of work, including assumptions and estimates relative to the length of time to complete the project and the nature and complexity of the work to be performed. The Company regularly monitors its estimates for completion of a project and record changes in the period in which a change in an estimate is determined. If a change in an estimate results in a projected loss on a project, such loss is recognized in the period in which it is first identified.

d. Revenue from the Company’s software and related services contracts, which are not significant, are primarily related to annual maintenance renewals or incremental license fees for additional users. Maintenance revenues are generally recognized on a straight-line basis over the annual contract term. Fees for incremental license without any associated services are recognized upon delivery of the related incremental license.

To a lesser extent, certain contracts may include offerings such as sale of licenses, which may be perpetual or subscription-based. The Company recognizes revenue from distinct perpetual licenses upfront at a point in time when the software is made available to the client, whereas for a combined software license and services performance obligation, revenue is recognized over the period that the services are performed.

Revenue from distinct subscription based licenses is recognized over the period of service performed. Revenue from any associated maintenance or ongoing support services is recognized over the term of the contract.

e. Revenues from reimbursement optimization services having contingent fee arrangements are recognized by the Company at the point in time when a performance obligation is satisfied, which is when it identifies an overpayment claim and the same is acknowledged by its customers. In such contracts, the Company’s consideration is contingent upon the actual collections made by its customers and subsequent potential retraction claims. Based on guidance on “variable consideration” in Topic 606, the Company uses its historical experience and projections to determine the expected recoveries from its customers and recognizes revenue based upon such expected recoveries. Any adjustment required due to change in estimates are recorded in the period in which such change is identified.

Modification to contracts

The Company’s contracts may be modified to add, remove or change existing performance obligations. The accounting for modifications to contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is at the standalone selling price. Services added that are distinct and at standalone selling price are accounted on a prospective basis either as a separate contract, or as a termination of existing contract and creation of a new contract.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers do not generally bundle different services together except for software and related services contracts, which are not significant, involving implementation services and post contract maintenance services. In such

software and related services contracts, revenue is allocated to each performance obligation based on the relative standalone selling price. A separate contract is generally drafted for each type of service sold, even if to the same customer.

Variable Consideration

Variability in the transaction price arises primarily due to service level agreements, pre-payment and volume discounts.

The Company considers its experience with similar transactions and expectations regarding the contract in estimating the amount of variable consideration that should be recognized during a period.

The Company believes that the expected value method is most appropriate for determining the variable consideration since the Company has large number of contracts with similar nature of transactions/services.

Allocation of transaction price to performance obligations

The transaction price is allocated to performance obligations on a relative standalone selling price basis. Standalone selling prices are estimated by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract.  In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract.

Unbilled Receivables

Unbilled receivables represent revenues recognized for services rendered between the last billing date and the balance sheet date. Unbilled receivables also include revenues recognized from reimbursement optimization services when the Company identifies an overpayment claim and the same is acknowledged by its customers, however not invoiced at the balance sheet date. Accordingly, amounts for services that the Company has performed and for which an invoice has not yet been issued to the customers are presented as a part of unbilled receivables under accounts receivable.

Deferred Revenue

The Company has deferred revenue attributable to certain process transition activities, with respect to its customers where such activities do not represent separate performance obligations. Revenues related to such transition activities are contract liabilities classified under “Deferred Revenue” in the Company's consolidated balance sheets and subsequently recognized over the period in which the related services are performed. Costs related to such transition activities are contract fulfillment costs, and thereby classified under “Other Current Assets” and “Other Assets” in the consolidated balance sheets, and are recognized over the estimated expected period of benefit, under Cost of Revenues in the consolidated statements of income. Deferred revenue also includes the amount for which services have been rendered but other conditions of revenue recognition are not met, for example where the Company does not have an enforceable contract.

Contract Acquisition Cost

Direct and incremental costs incurred for acquiring contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other Current Assets” and “Other Assets” in the consolidated balance sheets. Such costs are amortized over the expected period of benefit and recorded under Selling and marketing expenses in the consolidated statements of income.

Upfront payment made to customer

Upfront payments, if any, made to customers are contract assets and classified under “Other Current Assets and Other Assets” in the consolidated balance sheets. Such costs are amortized over the expected period of benefit and are recorded as an adjustment to transaction price and reduced from revenues.

Out of pocket expenses

Reimbursements of out-of-pocket expenses received from clients are included as part of revenues.

Payment terms

All contracts entered into by the Company specify the payment terms and are defined for each contract separately. Usual payment terms range between 30-60 days. The Company does not have any extended payment terms clauses in existing contracts.

Remaining Performance Obligation

The Company does not disclose the value of remaining performance obligations by applying the practical expedient provided in Topic 606, for contracts that meet any of the following criteria:

i. Contract with an original expected length of one year or less as determined under ASC 606,

ii. Contracts for which Company recognize revenue based on the right to invoice for service performed.

Accounts Receivable

The Company records accounts receivable net of allowances for doubtful accounts. Allowances for doubtful accounts are established through the evaluation of aging of accounts receivables, prior collection experience, current market conditions, clients’ financial condition and the amount of accounts receivables in dispute to estimate the collectability of these accounts receivables.

(f) Leases

The Company determines if an arrangement is a lease at inception of the contract. Operating leases are included in "operating lease right-of-use ("ROU") assets", "current portion of operating lease liabilities" and "operating lease liabilities, less current portion" in the Company's unaudited consolidated balance sheets. Finance leases are included in "property and equipment", "current portion of finance lease liabilities" and "finance lease liabilities, less current portion" in the Company's unaudited consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include the effects of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately.

On January 1, 2019, the date of initial application, the Company adopted, Leases (Topic 842), using the modified retrospective method. The modified retrospective method provides a method of recognizing those leases which had not expired as of the date of adoption of January 1, 2019. The prior period unaudited consolidated financial statements have not been retrospectively adjusted and continues to be reported under Topic 840.

The Company elected the practical expedient permitted under the transition guidance under Topic 842, which amongst other matters, allowed the Company (i) not to apply the recognition requirements to short-term leases (leases with a lease term of 12 months or less), (ii) not to reassess whether any expired or existing contracts are or contain leases, (iii) not to reassess the lease classification for any expired or existing leases, and (iv) not to reassess initial direct costs for any existing leases.

The adoption resulted in the recognition of ROU assets of $80,328 (net of deferred rent of $8,626) and lease liabilities of $88,954 for operating leases as of January 1, 2019. The Company's accounting for finance leases remained substantially unchanged.

The adoption had no impact on opening balance of retained earnings. Refer Note 21 to the unaudited consolidated financial statements for details.

(g) Recent Accounting Pronouncements    

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments - Credit Losses, which requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The new guidance replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. These changes will result in earlier recognition of credit losses. The allowance for credit losses is a valuation account that is to be deducted from the amortized cost of the financial asset(s) so as to present the net carrying value at the amount expected to be collected on the financial asset. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption as of the fiscal years beginning after December 15, 2018 is permitted. The amendment should be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align our credit loss methodology with the new standard. The Company expects that the impact of adoption of this guidance will not have material effect on its consolidated financial statements including accounting policies, processes, and systems.

In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU modify the disclosure requirements on fair value measurements in Topic 820, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. The adoption of this ASU is not expected to have any material effect on the Company’s consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in ASU are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The adoption of this ASU is not expected to have any material effect on the Company’s consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the ASU requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in FASB Accounting Standard Codification Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The ASU 2018-15 also provides guidance on amortization and impairment of any costs capitalized, along with new presentation and disclosure requirements. The new guidance is effective for fiscal years beginning after December 15, 2019.  Early adoption is permitted and both prospective and retrospective transition methods are allowed. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In April 2019, FASB issued ASU No. 2019-04, Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments: Targeted Transition Relief (Topic 825). The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. With respect to hedge accounting, the amendments address partial-term fair value hedges, fair value hedge basis adjustments, and certain transition requirements, among other things. With respect to recognizing and measuring financial instruments, the amendment in ASU address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. This ASU is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In May 2019, FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. This ASU provide entities with the option to irrevocably elect the fair value option, on an instrument-by-instrument basis in accordance with Subtopic 825-10, for certain financial instruments that are within the scope of Subtopic 326-20, upon adopting Topic 326. The fair value option election does not apply to held-to-maturity debt securities. The amendments in this Update provide entities with targeted transition relief that is intended to increase comparability of financial statement information for some entities that otherwise would have measured similar financial instruments using different measurement methodologies. This ASU is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

(h) Recently Adopted Accounting Pronouncements

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842), which requires the identification of arrangements that should be accounted for as leases. Lease arrangements exceeding a twelve months term should be recognized as assets with corresponding liabilities on the balance sheet of the lessee. This ASU requires recognition of an ROU asset and lease obligation for those leases classified as operating leases under Topic 840, while the income statement will reflect lease expense for operating leases. The balance sheet amounts recorded for existing operating leases at the date of adoption of this ASU must be calculated using the applicable incremental borrowing rate. The Company adopted Topic 842 as of January 1, 2019 using the modified retrospective method provided by ASU 2018-11. The adoption had a material impact on the Company's unaudited consolidated balance sheets, but did not have a material impact on the Company's unaudited consolidated income statements and unaudited consolidated statements of cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company's accounting for finance leases remained substantially unchanged. Refer Note 21 to the unaudited consolidated financial statements for details.

In July 2018, FASB issued ASU No. 2018-11, Leases (Topic 842), which provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The Company adopted Topic 842 as of January 1, 2019 using this ASU. Refer Note 21 to the unaudited consolidated financial statements for details.

XML

Related Party Disclosures

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Related Party Disclosures

Related Party Disclosures

On October 1, 2018, the Company entered into the Investment Agreement with the Purchaser relating to the issuance to the Purchaser of $150,000 aggregate principal amount of the Notes. In connection with the investment, Vikram S. Pandit, Chairman and CEO of The Orogen Group LLC (an affiliate of the Purchaser), was appointed to Company’s Board of Directors.

The Company had outstanding Notes with a principal amount of $150,000 each as of September 30, 2019 and December 31, 2018 and interest accrued of $2,625 and $1,313 as of September 30, 2019 and December 31, 2018, respectively, related to the Investment Agreement. Refer Note 18 to the unaudited consolidated financial statements for details.

The Company provides consulting services to PharmaCord, LLC. One of the Company’s directors, Nitin Sahney, is the member-manager and chief executive officer of PharmaCord, LLC. The Company recognized revenue of $nil each during the three and nine months ended September 30, 2019, and $10 and $225 during the three and nine months ended September 30, 2018, respectively, for services provided.

As of September 30, 2019 and December 31, 2018, the Company had accounts receivable of $nil and $5, respectively, related to these services.

XML

Revenues, net (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Contracts with Customer, Receivables and Liabilities

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers:

	As of
	September 30, 2019		December 31, 2018
Accounts receivable, net	$	179,702	$	164,752
Contract assets	$	4,528	$	5,445
Contract liabilities:
Deferred revenue (consideration received in advance)	$	7,990	$	6,345
Consideration received for process transition activities	$	2,942	$	1,669

XML

Impairment and Restructuring Charges - Summary of Wind Down Process (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Sep. 30, 2019	Sep. 30, 2018
Restructuring Reserve [Roll Forward]
Balance as of January 1, 2019		$ 0	$ 0
Cumulative costs incurred as of September 30, 2019	$ 489	3,640	4,129
Costs paid during the three months ended September 30, 2019	(1,235)	(261)
Balance as of September 30, 2019	2,633		2,633
Total expected costs	5,500		5,500
Asset impairment charges	0		3,167	$ 0
Contract Termination Costs
Restructuring Reserve [Roll Forward]
Balance as of January 1, 2019		0	0
Cumulative costs incurred as of September 30, 2019	0	2,597	2,597
Costs paid during the three months ended September 30, 2019	(995)	0
Balance as of September 30, 2019	1,602		1,602
Total expected costs	3,000		3,000
Employee-Related Costs
Restructuring Reserve [Roll Forward]
Balance as of January 1, 2019		0	0
Cumulative costs incurred as of September 30, 2019	193	752	945
Costs paid during the three months ended September 30, 2019	(31)	(57)
Balance as of September 30, 2019	857		857
Total expected costs	1,500		1,500
Other Associated Costs
Restructuring Reserve [Roll Forward]
Balance as of January 1, 2019		0	0
Cumulative costs incurred as of September 30, 2019	296	291	587
Costs paid during the three months ended September 30, 2019	(209)	$ (204)
Balance as of September 30, 2019	174		174
Total expected costs	$ 1,000		$ 1,000

XML

Borrowings

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Borrowings

Borrowings

Revolver Credit Agreement

On November 21, 2017, the Company and each of the Company’s wholly owned material domestic subsidiaries entered into a Credit Agreement with certain lenders, and Citibank, N.A. as Administrative Agent (the “Credit Agreement”). The Credit Agreement provides for a $200,000 revolving credit facility (the “Credit Facility”) with an option to increase the commitments by up to $100,000, subject to certain approvals and conditions as set forth in the Credit Agreement. The Credit Agreement also includes a letter of credit sub facility. The Credit Facility has a maturity date of November 21, 2022 and is voluntarily pre-payable from time to time without premium or penalty. Borrowings under the Credit Agreement may be used for working capital and general corporate purposes, including permitted acquisitions. On July 2, 2018, the Company exercised its option under the Credit Agreement to increase the commitments by $100,000 thereby utilizing the entire revolver under the Credit Facility of $300,000, to fund the SCIO acquisition. The incremental commitments were made pursuant to (and constitute part of) the existing commitments and shall be subject to the terms and conditions applicable to the existing commitments as set forth in the Credit Agreement.

Depending on the type of borrowing, loans under the Credit Agreement bear interest at a rate equal to the specified prime rate (alternate base rate) or adjusted LIBO rate, plus, in each case, an applicable margin. The applicable margin is tied to the Company’s total net leverage ratio and ranges from 0% to 0.75% per annum with respect to loans pegged to the specified prime rate, and 1.00% to 1.75% per annum on loans pegged to the adjusted LIBO rate. The revolving credit commitments under the Credit Agreement are subject to a commitment fee, which is also tied to the Company’s total net leverage ratio, and ranges from 0.15% to 0.30% per annum on the average daily amount by which the aggregate revolving commitments exceed the sum of outstanding revolving loans and letter of credit obligations. The Credit Facility carried an effective interest rate of 4.1% per annum each during the three and nine months ended September 30, 2019, and 3.1% and 3.3% per annum during the three and nine months ended September 30, 2018, respectively.

Obligations under the Credit Agreement are guaranteed by the Company’s material domestic subsidiaries and are secured by all or substantially all of the assets of the Company and our material domestic subsidiaries. The Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on the ability to incur indebtedness, create liens, make certain investments, make certain dividends and related distributions, enter into, or undertake, certain liquidations, mergers, consolidations or acquisitions and dispose of assets or subsidiaries. In addition, the Credit Agreement contains a covenant to not permit the interest coverage ratio (the ratio of EBITDA to cash interest expense) or the total net leverage ratio (total funded indebtedness, less unrestricted domestic cash and cash equivalents not to exceed $50,000 to EBITDA) for the four consecutive quarter period ending on the last day of each fiscal quarter, to be less than 3.5 to 1.0 or more than 3.0 to 1.0, respectively. As of September 30, 2019, the Company was in compliance with all financial and non-financial covenants listed under the Credit Agreement.

The Company entered into a second amendment (the “Amendment”) to its Credit Agreement, as amended, among the Company, as borrower, with certain lenders, and Citibank, N.A. as Administrative Agent to, among other things, permit the issuance by the Company of the convertible notes, and settlement upon maturity or conversion thereof, in accordance with the Investment Agreement, the indenture dated as of October 4, 2018 and the other documents entered into in connection therewith.

As of September 30, 2019, the Company had outstanding indebtedness under the credit facility of $109,000, of which $20,000 is expected to be repaid within the next twelve months and is included under “current portion of long-term borrowings” and of which $89,000 is included under “long-term borrowings” in the unaudited consolidated balance sheets. As of December 31, 2018, the Company had an outstanding indebtedness under the credit facility of $150,000, of which $20,000 was included under “current portion of long-term borrowings,” and the balance of $130,000 was included under “long-term borrowings” in the consolidated balance sheets.

The Company incurred certain debt issuance costs, which are deferred and amortized as an adjustment to interest expense over the term of the credit facility. The unamortized debt issuance costs as of September 30, 2019 and December 31, 2018 was $813 and $1,006, respectively, and is included under "other current assets" and “other assets” in the unaudited consolidated balance sheets.

Convertible Senior Notes

On October 1, 2018, the Company entered into an investment agreement (the “Investment Agreement”) with Orogen Echo LLC (the “Purchaser”), an affiliate of The Orogen Group LLC, relating to the issuance to the Purchaser of $150,000 in an aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024 (the “Notes”). The transactions contemplated by the Investment Agreement, including the issuance of the Notes, closed on October 4, 2018. The Notes bear interest at a rate of 3.50% per annum, payable semi-annually in arrears in cash on April 1 and October 1 of each year. During the three and nine months ended September 30, 2019, the Company recognized interest expense of $1,313 and $3,894, respectively. The Notes are convertible at an initial conversion rate of 13.3333 shares of the common stock per $1,000 principal amount of the Notes (which represents an initial conversion price of approximately $75 per share). With certain exceptions, upon a fundamental change, as defined in the Indenture, the holders of the Notes may require that the Company repurchase all or part of the principal amount of the Notes at a purchase price equal to the principal amount plus accrued and unpaid interest. The Company may redeem the principal amount of the Notes, at its option, in whole but not in part, at a purchase price equal to the principal amount plus accrued and unpaid interest on or after October 1, 2021, if the closing sale price of the common stock exceeds 150% of the then-current conversion price for 20 or more trading days in the 30 consecutive trading day period preceding the Company’s exercise of this redemption right (including the trading day immediately prior to the date of the notice of redemption).The Company may elect to settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash

and shares of the Company’s common stock. The Company used the proceeds from the issuance of the Notes to repay $150,000 of its outstanding borrowings under the Credit Facility.

The net proceeds from the issuance of the Notes were approximately $149,000, after deducting debt issuance costs of $1,000 and offering expenses of approximately $442 paid by the Company. These transaction and debt issuance costs were allocated between the liability and equity components based on their relative values. The transaction costs and debt issuance costs allocated to the liability and equity components were $1,279 and $163, respectively. The debt issuance costs allocated to the liability component are deferred and amortized as an adjustment to interest expense over the term of the Notes. The unamortized debt issuance costs is presented as a direct reduction from the Notes in the unaudited consolidated balance sheets. The unamortized debt issuance costs as of September 30, 2019 and December 31, 2018 was $1,071 and $1,127, respectively.

The Company accounted for the liability and equity components of the Notes separately to reflect its non-convertible debt borrowing rate. The estimated fair value of the liability component at issuance of $133,077 was determined using a discounted cash flow technique, which considered debt issuances with similar features of the Company’s debt, excluding the conversion feature. The resulting effective interest rate for the Notes was 5.75% per annum. The excess of the gross proceeds received over the estimated fair value of the liability component totaling $16,923 was allocated to the conversion feature (equity component, recorded as additional paid-in capital) with a corresponding offset recognized as a discount to reduce the net carrying value of the Notes. The discount is being amortized to interest expense over a six-year period ending October 1, 2024 (the expected life of the liability component) using the effective interest method. During the three and nine months ended September 30, 2019, the Company amortized $618 and $1,836, respectively, of the discount to interest expense. The unamortized debt discount as of September 30, 2019 and December 31, 2018 was $14,487 and $16,323, respectively. At the time of issuance, the Company evaluated the Notes in accordance with ASC 815-15 and determined that the Notes contain a single embedded derivative, being the call option having market interest rates as the underlying, which does not require bifurcation as the features clearly and closely related to the host instrument. The Company determined that the value of this embedded derivative was nominal as of the date of issuance.

Borrowings also includes structured payables which are in the nature of debt, amounting to $1,351 and $2,114 as of September 30, 2019 and December 31, 2018, respectively, of which $876 and $1,423 is included under "current portion of long-term borrowings", and $475 and $691, respectively, included under "long-term borrowings" in the unaudited consolidated balance sheets.

Future principal payments/maturities for all of the Company's borrowings as of September 30, 2019 were as follows:

	Notes		Revolver Credit		Structured Payables		Total
2019 (October - December)	$	—	$	5,000	$	658	$	5,658
2020	—		22,000		693		22,693
2021	—		31,000		—		31,000
2022	—		51,000		—		51,000
2023	—		—		—		—
2024 and thereafter	150,000		—		—		150,000
Total	$	150,000	$	109,000	$	1,351	$	260,351

Letters of Credit

In the ordinary course of business, the Company provides standby letters of credit to third parties primarily for facility leases. As of September 30, 2019 and December 31, 2018, the Company had outstanding letters of credit of $461 and $nil, respectively, that were not recognized in the consolidated balance sheets.

XML

Other Non-Current Liabilities

9 Months Ended

Sep. 30, 2019

Liabilities, Noncurrent [Abstract]

Other Non-Current Liabilities

Other Non-Current Liabilities

Other non-current liabilities consist of the following:

	As of
	September 30, 2019		December 31, 2018
Derivative instruments	$	1,884	$	3,075
Unrecognized tax benefits	804		804
Deferred rent	—		7,834
Retirement benefits	2,239		3,616
Deferred transition revenue	2,316		945
Others	1,998		247
Other non-current liabilities	$	9,241	$	16,521

XML

Stock Based Compensation - Narrative (Details)	9 Months Ended
	Sep. 30, 2019 USD ($) shares
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options	$ 0
Unrecognized compensation cost	0
Restricted Stock and Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 46,421,000
Cost not yet recognized, period for recognition	2 years 8 months 12 days
Performance Based Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 10,503,000
Cost not yet recognized, period for recognition	1 year 10 months 2 days
2018 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number available for grant (in shares) | shares	2,696,200

XML

Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Current Assets

Other current assets consist of the following:

	As of
	September 30, 2019		December 31, 2018
Derivative instruments	$	3,127	$	4,059
Advances to suppliers	1,824		2,910
Receivables from statutory authorities	16,490		14,145
Contract assets	1,190		1,201
Deferred contract fulfillment costs	1,164		1,236
Others	4,179		4,689
Other current assets	$	27,974	$	28,240

XML

Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2019

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The balances as of September 30, 2019 and December 31, 2018 are as follows:

	As of
	September 30, 2019			December 31, 2018
Cumulative foreign currency translation loss	$	(88,925	)	$	(84,105	)
Unrealized gain/(loss) on cash flow hedges, net of taxes of $133 and $115, respectively	2,019			(333		)
Retirement benefits, net of taxes of $46 and ($53), respectively	753			971
Accumulated other comprehensive loss	$	(86,153	)	$	(83,467	)

XML

Leases - Future Lease Payments under Topic 840 (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Operating Leases
2019	$ 23,431
2020	20,039
2021	16,924
2022	14,804
2023	12,859
2024	11,114
2025 and thereafter	15,000
Total minimum lease payment	114,171
Capital Leases
2019	283
2020	163
2021	120
2022	58
2023	49
2024	0
2025 and thereafter	0
Total minimum lease payment	673
Less: Imputed interest	135
Present value of minimum lease payments	538
Less: Current portion	223
Long term capital lease obligation	$ 315

XML

Business Combinations, Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended		12 Months Ended
	Jul. 01, 2018	Dec. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Business Acquisition [Line Items]
Restricted common stock issued for acquisition of SCIO			$ 0	$ 4,080
Impairment charges		$ 14,229			$ 14,229
SCIO
Business Acquisition [Line Items]
Purchase consideration	$ 245,044
Leasehold benefits
Business Acquisition [Line Items]
Weighted average life of intangible assets			0 years
Trade names and trademarks
Business Acquisition [Line Items]
Weighted average life of intangible assets			2 years 6 months 21 days
Impairment of intangible assets		278
Trade names and trademarks | SCIO
Business Acquisition [Line Items]
Weighted average useful life	3 years
Developed technology
Business Acquisition [Line Items]
Weighted average life of intangible assets			3 years 9 months 29 days
Developed technology | SCIO
Business Acquisition [Line Items]
Weighted average useful life	5 years
Customer relationships
Business Acquisition [Line Items]
Weighted average life of intangible assets			7 years 8 months 19 days
Impairment of intangible assets		5,549
Trade names and trademarks		$ 0			$ 0
Customer relationships | SCIO
Business Acquisition [Line Items]
Weighted average useful life	10 years
Restricted Stock | SCIO
Business Acquisition [Line Items]
Stock issued during period (in shares)	69,459
Restricted common stock issued for acquisition of SCIO	$ 4,080
Minimum | SCIO
Business Acquisition [Line Items]
Purchase consideration	236,500
Revolving Credit Facility | SCIO
Business Acquisition [Line Items]
Utilized revolver credit facility to finance acquisition	$ 233,000

XML

Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Revenues, net		$ 251,392	$ 231,124	$ 734,474	$ 648,209
Cost of revenues	[1]	167,542	152,157	487,228	429,907
Gross profit	[1]	83,850	78,967	247,246	218,302
Operating expenses:
General and administrative expenses		29,590	28,704	93,349	85,610
Selling and marketing expenses		18,302	16,490	53,996	45,593
Depreciation and amortization		13,047	14,099	39,466	35,185
Impairment and restructuring charges		489	0	7,296	0
Total operating expenses		61,428	59,293	194,107	166,388
Income from operations		22,422	19,674	53,139	51,914
Foreign exchange gain, net		1,009	1,385	3,471	3,414
Interest expense		(3,180)	(2,475)	(10,626)	(3,719)
Other income, net		4,563	2,466	13,088	8,232
Income before income tax expense and earnings from equity affiliates		24,814	21,050	59,072	59,841
Income tax expense		5,701	5,739	12,571	6,796
Income before earnings from equity affiliates		19,113	15,311	46,501	53,045
Loss from equity-method investment		69	62	198	176
Net income attributable to ExlService Holdings, Inc. stockholders		$ 19,044	$ 15,249	$ 46,303	$ 52,869
Earnings per share attributable to ExlService Holdings, Inc. stockholders:
Basic (in dollars per share)		$ 0.55	$ 0.44	$ 1.35	$ 1.53
Diluted (in dollars per share)		$ 0.55	$ 0.43	$ 1.33	$ 1.50
Weighted-average number of shares used in computing earnings per share attributable to ExlService Holdings, Inc. stockholders:
Basic (in shares)		34,322,449	34,458,520	34,382,787	34,472,232
Diluted (in shares)		34,699,497	35,207,991	34,744,968	35,217,814

[1] Exclusive of depreciation and amortization.

XML

Other Income, net - Summary of Other Income, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Other Income and Expenses [Abstract]
Gain on sale and mark-to-market of mutual funds	$ 3,216	$ 2,180	$ 10,060	$ 7,007
Interest and dividend income	489	523	1,982	1,160
Others, net	858	(237)	1,046	65
Other income, net	$ 4,563	$ 2,466	$ 13,088	$ 8,232

XML

Leases - Balance Sheet Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
Operating Lease
Operating lease right-of-use assets	$ 88,753	$ 88,753
Operating lease liabilities - Current	23,516	23,516
Operating lease liabilities - Non-current	76,080	76,080
Total operating lease liabilities	99,596	99,596
Finance Lease
Property and equipment, gross	1,755	1,755	$ 1,459
Accumulated depreciation	(1,112)	(1,112)	(1,001)
Property and equipment, net	643	643	458
Finance lease liabilities - Current	248	248	223
Finance lease liabilities - Non-current	436	436	$ 315
Total finance lease liabilities	684	684
Operating lease, impairment charge	$ 0	$ 989

XML

Capital Structure - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($) $ / shares shares	Sep. 30, 2018 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) ClassOfCommonStock $ / shares shares	Sep. 30, 2018 USD ($) $ / shares shares	Feb. 28, 2017 USD ($)	Dec. 30, 2014 USD ($)
Equity, Class of Treasury Stock [Line Items]
Number of classes of common stock outstanding | ClassOfCommonStock			1
Acquisition of restricted stock from employees in connection with withholding tax payments (in shares) | shares	0	0	22,666	45,646
Withholding tax payments related to the vesting of restricted stock for total consideration			$ 1,408,000	$ 2,790,000
Weighted average purchase price prior to the vesting date (in dollars per share) | $ / shares			$ 62.11	$ 61.12
2014 Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Repurchase of common stock authorized, maximum						$ 20,000,000
2017 Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Additional authorized amount					$ 100,000,000
Authorized increase in repurchase amount, 2018					40,000,000
Common stock purchased under the repurchase program (in shares) | shares	125,744	155,837	563,769	503,019
Common stock aggregate purchase price including commissions	$ 8,346,000	$ 9,657,000	$ 34,476,000	$ 30,003,000
Common stock average purchase price per share (in dollars per share) | $ / shares	$ 66.38	$ 61.97	$ 61.15	$ 59.65
2017 Repurchase Program | Minimum
Equity, Class of Treasury Stock [Line Items]
Authorized increase in repurchase amount					20,000,000
2017 Repurchase Program | Maximum
Equity, Class of Treasury Stock [Line Items]
Authorized increase in repurchase amount					$ 40,000,000

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net income	$ 46,303	$ 52,869
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,633	35,345
Stock-based compensation expense	21,538	17,311
Amortization of operating lease right-of-use assets	20,544
Unrealized gain on short term investments	(7,443)	(5,423)
Unrealized foreign exchange loss/(gain), net	19	(14,375)
Deferred income tax benefit	(6,859)	(986)
Allowance for doubtful accounts receivable	433	(620)
Loss from equity-method investment	198	176
Amortization of non-cash interest expense related to convertible senior notes	1,836	0
Impairment charges	3,167	0
Others, net	(148)	193
Change in operating assets and liabilities:
Accounts receivable	(16,475)	(9,354)
Prepaid expenses and other current assets	752	(3,344)
Advance income tax, net	6,212	(4,228)
Other assets	(1,307)	(5,597)
Accounts payable	(1,847)	(1,414)
Deferred revenue	3,247	(5,199)
Accrued employee costs	3,420	(7,680)
Accrued expenses and other liabilities	12,160	(436)
Operating lease liabilities	(19,428)
Net cash provided by operating activities	105,955	47,238
Cash flows from investing activities:
Purchase of property and equipment	(32,308)	(30,070)
Purchase of non-controlling interest	(241)	0
Business acquisition (net of cash acquired)	0	(231,918)
Purchase of investments	(117,934)	(57,957)
Proceeds from redemption of investments	129,143	79,536
Net cash used for investing activities	(21,340)	(240,409)
Cash flows from financing activities:
Principal payments on finance lease liabilities	(274)	(105)
Proceeds from borrowings	46,000	245,000
Repayments of borrowings	(87,763)	(5,083)
Payment of debt issuance costs	(117)	(387)
Acquisition of treasury stock	(35,884)	(32,793)
Proceeds from exercise of stock options	338	1,084
Net cash (used for) / provided by financing activities	(77,700)	207,716
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,761)	(3,008)
Net increase in cash, cash equivalents and restricted cash	5,154	11,537
Cash, cash equivalents and restricted cash at beginning of period	104,131	94,277
Cash, cash equivalents and restricted cash at end of period	109,285	105,814
Non-cash investing and financing transaction
Restricted common stock issued for business acquisition	$ 0	$ 4,080

XML

Revenues, net - Contracts with Customer, Receivables, Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 179,702	$ 164,752
Contract assets	4,528	5,445
Contract liabilities:
Deferred revenue (consideration received in advance)	7,990	6,345
Consideration received for process transition activities	$ 2,942	$ 1,669

XML

Business Combinations, Goodwill and Intangible Assets - Weighted Average Life of Intangible Assets (Details)	9 Months Ended
	Sep. 30, 2019
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average life of intangible assets	7 years 8 months 19 days
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average life of intangible assets	3 years 9 months 29 days
Trade names and trademarks (Finite lived)
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average life of intangible assets	2 years 6 months 21 days

XML

Derivatives and Hedge Accounting - Additional Information (Details) € in Thousands, £ in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2019 EUR (€)	Sep. 30, 2019 GBP (£)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 EUR (€)	Dec. 31, 2018 GBP (£)
Derivative Instruments, Gain (Loss) [Line Items]
Net derivative gains which could be reclassified into earnings within the next 12 months	$ 1,302
Maximum outstanding term of cash flow hedges	45 months
Derivatives Designated as Hedging Instruments | Derivatives in Cash Flow Hedging Relationships | Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Foreign exchange contracts outstanding	$ 409,725			$ 362,435
Derivatives not designated as hedging instruments | Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Foreign exchange contracts outstanding	112,925	€ 1,111	£ 13,442	125,503	€ 512	£ 15,616
Forward Contracts | Derivatives Designated as Hedging Instruments | Derivatives in Cash Flow Hedging Relationships | Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Foreign exchange contracts outstanding	$ 6,550			$ 6,900

XML

Derivatives and Hedge Accounting - Effect of Net Investment Hedges on AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Effect of net investment hedges on accumulated other comprehensive loss	$ 0	$ 0	$ (580)	$ 0
Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Effect of net investment hedges on accumulated other comprehensive loss	$ 0	$ 0	$ (580)	$ 0

XML

Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Lease deposits	$ 9,118	$ 8,891
Derivative instruments	2,734	1,971
Deposits with statutory authorities	6,264	6,259
Term deposits	426	315
Contract assets	3,338	4,244
Deferred contract fulfillment costs	5,173	2,815
Others	5,914	6,520
Other assets	$ 32,967	$ 31,015

XML

Impairment and Restructuring Charges (Tables)

9 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Schedule of Expected Exit Costs

The following table summarizes the activity related to the costs incurred and paid for the wind down during the three and nine months ended September 30, 2019:

	Contract Termination Costs			Employee-Related Costs			Other Associated Costs			Total
Balance as of January 1, 2019	$	—		$	—		$	—		$	—
Costs incurred during the six months ended June 30, 2019	2,597			752			291			3,640
Costs incurred during the three months ended September 30, 2019	—			193			296			489
Cumulative costs incurred as of September 30, 2019	$	2,597		$	945		$	587		$	4,129
Costs paid during the six months ended June 30, 2019	—			(57		)	(204		)	(261		)
Costs paid during the three months ended September 30, 2019	(995		)	(31		)	(209		)	(1,235		)
Balance as of September 30, 2019	$	1,602		$	857		$	174		$	2,633
Total expected costs	$	3,000		$	1,500		$	1,000		$	5,500

XML

Borrowings (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of Maturities of Long-term Debt

Future principal payments/maturities for all of the Company's borrowings as of September 30, 2019 were as follows:

	Notes		Revolver Credit		Structured Payables		Total
2019 (October - December)	$	—	$	5,000	$	658	$	5,658
2020	—		22,000		693		22,693
2021	—		31,000		—		31,000
2022	—		51,000		—		51,000
2023	—		—		—		—
2024 and thereafter	150,000		—		—		150,000
Total	$	150,000	$	109,000	$	1,351	$	260,351

XML

Segment and Geographical Information - Revenues based on Geographical Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 251,392	$ 231,124	$ 734,474	$ 648,209
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	208,753	191,671	602,758	536,956
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	27,884	29,901	87,140	85,397
Rest of World
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	14,755	9,552	44,576	25,856
Total Non-United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 42,639	$ 39,453	$ 131,716	$ 111,253

XML

Cash, Cash Equivalents and Restricted Cash (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

For the purpose of unaudited statements of cash flows, cash, cash equivalents and restricted cash comprise of the following:

	As of
	September 30, 2019		September 30, 2018
Cash and cash equivalents	$	101,432	$	97,636
Restricted cash (current)	5,412		4,679
Restricted cash (non-current)	2,441		3,499
Cash, cash equivalents and restricted cash	$	109,285	$	105,814

Restrictions on Cash and Cash Equivalents

For the purpose of unaudited statements of cash flows, cash, cash equivalents and restricted cash comprise of the following:

	As of
	September 30, 2019		September 30, 2018
Cash and cash equivalents	$	101,432	$	97,636
Restricted cash (current)	5,412		4,679
Restricted cash (non-current)	2,441		3,499
Cash, cash equivalents and restricted cash	$	109,285	$	105,814

XML

Stock Based Compensation

9 Months Ended

Sep. 30, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Based Compensation

Stock-Based Compensation

The following costs related to the Company’s stock-based compensation plans are included in the unaudited consolidated statements of income:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Cost of revenues	$	1,573	$	1,116	$	4,537	$	3,579
General and administrative expenses	2,957		2,187		8,713		7,536
Selling and marketing expenses	2,897		2,041		8,288		6,196
Total	$	7,427	$	5,344	$	21,538	$	17,311

As of September 30, 2019, the Company had 2,696,200 shares available for grant under the 2018 Omnibus Incentive Plan.

Stock Options

Stock option activity under the Company’s stock-based compensation plans is shown below:

	Number of Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life (Years)
Outstanding at December 31, 2018	162,475		$	20.21	$	5,267	2.24
Granted	—		—		—		—
Exercised	(35,500	)	9.53		1,811		—
Forfeited	—		—		—		—
Outstanding at September 30, 2019	126,975		$	23.20	$	5,558	2.01
Vested and exercisable at September 30, 2019	126,975		$	23.20	$	5,558	2.01

The unrecognized compensation cost for unvested options as of September 30, 2019 was $nil.

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock unit activity under the Company’s stock-based compensation plans is shown below:

	Restricted Stock				Restricted Stock Units
	Number		Weighted Average Fair Value		Number		Weighted Average Fair Value
Outstanding at December 31, 2018*	103,623		$	42.68	953,578		$	51.81
Granted	—		—		466,173		64.15
Vested	(53,855	)	37.44		(391,533	)	47.25
Forfeited	—		—		(62,513	)	57.69
Outstanding at September 30, 2019*	49,768		$	48.35	965,705		$	59.24

* As of September 30, 2019 and December 31, 2018 restricted stock units vested for which the underlying common stock is yet to be issued are 164,831 and 155,753, respectively.

As of September 30, 2019, unrecognized compensation cost of $46,421 is expected to be expensed over a weighted average period of 2.70 years.

Performance Based Stock Awards

Performance based restricted stock unit (the “PRSUs”) activity under the Company’s stock-based compensation plans is shown below:

	Revenue Based PRSUs			Market Condition Based PRSUs
	Number	Weighted Average Fair Value		Number	Weighted Average Fair Value
Outstanding at December 31, 2018	100,353	$	54.07	100,336	$	62.43
Granted	54,062	64.33		54,053	92.13
Vested	—	—		—	—
Forfeited	—	—		—	—
Outstanding at September 30, 2019	154,415	$	57.66	154,389	$	72.83

As of September 30, 2019, unrecognized compensation cost of $10,503 is expected to be expensed over a weighted average period of 1.84 years.

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Preparation

The unaudited consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“US GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements and therefore should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The unaudited consolidated financial statements reflect all adjustments (of a normal and recurring nature) that management considers necessary for a fair presentation of such statements for the interim periods presented. The unaudited consolidated statements of income for the interim periods presented are not necessarily indicative of the results for the full year or for any subsequent period.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the financial statements of ExlService Holdings and all of its subsidiaries. The standalone financial statements of subsidiaries are fully consolidated on a line-by-line basis. Intra-group balances and transactions, and gains and losses arising from intra-group transactions, are eliminated while preparing those financial statements.

Accounting policies of the respective individual subsidiary and associate are aligned, wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under US GAAP.

The Company’s investments in equity affiliates are initially recorded at cost and any excess cost over proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill. The proportionate share of net income or loss of the investee is recognized in the unaudited consolidated statements of income

Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the unaudited consolidated statements of income during the reporting period. Although these estimates are based on management’s best assessment of the current business environment, actual results may be different from those estimates. The significant estimates and assumptions that affect the financial statements include, but are not limited to, allowance for doubtful receivables, expected recoverability from customers with contingent fee arrangements, recoverability of dues from statutory authorities, assets and obligations related to employee benefit plans, deferred tax valuation allowances, income-tax uncertainties and other contingencies, valuation of derivative financial instruments, assumptions used to calculate stock-based compensation expense, assumptions used to determine incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate lease cost, depreciation and amortization periods, purchase price allocation, recoverability of long-lived assets including goodwill and intangibles, and estimated costs to complete fixed price contracts.

Employee Benefits

Contributions to defined contribution plans are charged to the unaudited consolidated statements of income in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees.

The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable.

The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by the respective employees during the period. The interest cost, expected return on plan assets and amortization of actuarial gains/loss are classified in “Other income, net”. Refer Note 20 to the unaudited consolidated financial statements for details.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. Pursuant to the Company’s investment policy, surplus funds are invested in highly-rated debt mutual funds, money market accounts and time deposits to reduce its exposure to market risk with regard to these funds.

Restricted cash represents amounts on deposit with banks against bank guarantees issued through banks in favor of relevant statutory authorities for equipment imports, deposits for obtaining indirect tax registrations and for demands against pending income tax assessments (refer Note 26 to the unaudited consolidated financial statements for details). These deposits with banks have maturity dates after September 30, 2020. Restricted cash presented under current assets represents funds held on behalf of clients in dedicated bank accounts.

For purposes of the unaudited statements of cash flows, the Company includes in its cash and cash-equivalent balances those amounts that have been classified as restricted cash and restricted cash equivalents.

Revenue Recognition

Revenue is recognized when services are provided to the Company's customers, in an amount that reflects the consideration which the Company expects to be entitled to in exchange for the services provided.

Revenue is measured based on consideration specified in a contract with a customer and excludes discounts and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing services to a customer.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.  

Nature of services

The Company derives its revenues from operations management and analytics services. The Company operates in the business process management (“BPM”) industry providing operations management and analytics services helping businesses enhance revenue growth and improve profitability. The Company provides BPM or “operations management” services, which typically involve transfer to the Company of business operations of a client, after which it administers and manages those operations for its client on an ongoing basis. The Company also provides industry-specific digital transformational services related to operations management services, and analytics services that focus on driving improved business outcomes for clients by generating data-driven insights across all parts of their business. The Company also provides care optimization and reimbursement optimization services, for its clients through its healthcare analytics solutions and services. The Company offers integrated solutions to help its clients with cost containment by leveraging technology platforms, customizable and configurable analytics and expertise in healthcare reimbursements to help clients enhance their claims payment accuracy.

Type of Contracts

a. Revenues under time-and-material, transaction and outcome-based contracts are recognized as the services are performed. When the terms of the client contract specify service level parameters that must be met (such as turnaround time or accuracy), the Company monitors such service level parameters to determine if any service credits or penalties have been incurred. Revenues are recognized net of any penalties or service credits that are due to a client.

b. Revenues from arrangements involving subcontracting, either in part or whole of the assigned work, are recognized after Company’s assessment of “Principal versus agent considerations”. The Company evaluates whether it is in control of the services before the same are transferred to the customer to assess whether it is Principal or Agent in the arrangement. Revenues are recognized on Gross basis if the Company is in the capacity of Principal and on Net basis if it falls in the capacity of an agent.

c. Revenues for the Company’s fixed-price contracts are recognized using the proportional performance method when the pattern of performance under the contracts can be reasonably determined. The Company estimates the proportional performance of a contract by comparing the actual number of hours or days worked to the estimated total number of hours or days required to complete each engagement. The use of the proportional performance method requires significant judgment relative to estimating the number of hours or days required to complete the contracted scope of work, including assumptions and estimates relative to the length of time to complete the project and the nature and complexity of the work to be performed. The Company regularly monitors its estimates for completion of a project and record changes in the period in which a change in an estimate is determined. If a change in an estimate results in a projected loss on a project, such loss is recognized in the period in which it is first identified.

d. Revenue from the Company’s software and related services contracts, which are not significant, are primarily related to annual maintenance renewals or incremental license fees for additional users. Maintenance revenues are generally recognized on a straight-line basis over the annual contract term. Fees for incremental license without any associated services are recognized upon delivery of the related incremental license.

To a lesser extent, certain contracts may include offerings such as sale of licenses, which may be perpetual or subscription-based. The Company recognizes revenue from distinct perpetual licenses upfront at a point in time when the software is made available to the client, whereas for a combined software license and services performance obligation, revenue is recognized over the period that the services are performed.

Revenue from distinct subscription based licenses is recognized over the period of service performed. Revenue from any associated maintenance or ongoing support services is recognized over the term of the contract.

e. Revenues from reimbursement optimization services having contingent fee arrangements are recognized by the Company at the point in time when a performance obligation is satisfied, which is when it identifies an overpayment claim and the same is acknowledged by its customers. In such contracts, the Company’s consideration is contingent upon the actual collections made by its customers and subsequent potential retraction claims. Based on guidance on “variable consideration” in Topic 606, the Company uses its historical experience and projections to determine the expected recoveries from its customers and recognizes revenue based upon such expected recoveries. Any adjustment required due to change in estimates are recorded in the period in which such change is identified.

Modification to contracts

The Company’s contracts may be modified to add, remove or change existing performance obligations. The accounting for modifications to contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is at the standalone selling price. Services added that are distinct and at standalone selling price are accounted on a prospective basis either as a separate contract, or as a termination of existing contract and creation of a new contract.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers do not generally bundle different services together except for software and related services contracts, which are not significant, involving implementation services and post contract maintenance services. In such

software and related services contracts, revenue is allocated to each performance obligation based on the relative standalone selling price. A separate contract is generally drafted for each type of service sold, even if to the same customer.

Variable Consideration

Variability in the transaction price arises primarily due to service level agreements, pre-payment and volume discounts.

The Company considers its experience with similar transactions and expectations regarding the contract in estimating the amount of variable consideration that should be recognized during a period.

The Company believes that the expected value method is most appropriate for determining the variable consideration since the Company has large number of contracts with similar nature of transactions/services.

Allocation of transaction price to performance obligations

The transaction price is allocated to performance obligations on a relative standalone selling price basis. Standalone selling prices are estimated by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract.  In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract.

Unbilled Receivables

Unbilled receivables represent revenues recognized for services rendered between the last billing date and the balance sheet date. Unbilled receivables also include revenues recognized from reimbursement optimization services when the Company identifies an overpayment claim and the same is acknowledged by its customers, however not invoiced at the balance sheet date. Accordingly, amounts for services that the Company has performed and for which an invoice has not yet been issued to the customers are presented as a part of unbilled receivables under accounts receivable.

Deferred Revenue

The Company has deferred revenue attributable to certain process transition activities, with respect to its customers where such activities do not represent separate performance obligations. Revenues related to such transition activities are contract liabilities classified under “Deferred Revenue” in the Company's consolidated balance sheets and subsequently recognized over the period in which the related services are performed. Costs related to such transition activities are contract fulfillment costs, and thereby classified under “Other Current Assets” and “Other Assets” in the consolidated balance sheets, and are recognized over the estimated expected period of benefit, under Cost of Revenues in the consolidated statements of income. Deferred revenue also includes the amount for which services have been rendered but other conditions of revenue recognition are not met, for example where the Company does not have an enforceable contract.

Contract Acquisition Cost

Direct and incremental costs incurred for acquiring contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other Current Assets” and “Other Assets” in the consolidated balance sheets. Such costs are amortized over the expected period of benefit and recorded under Selling and marketing expenses in the consolidated statements of income.

Upfront payment made to customer

Upfront payments, if any, made to customers are contract assets and classified under “Other Current Assets and Other Assets” in the consolidated balance sheets. Such costs are amortized over the expected period of benefit and are recorded as an adjustment to transaction price and reduced from revenues.

Out of pocket expenses

Reimbursements of out-of-pocket expenses received from clients are included as part of revenues.

Payment terms

All contracts entered into by the Company specify the payment terms and are defined for each contract separately. Usual payment terms range between 30-60 days. The Company does not have any extended payment terms clauses in existing contracts.

Remaining Performance Obligation

The Company does not disclose the value of remaining performance obligations by applying the practical expedient provided in Topic 606, for contracts that meet any of the following criteria:

i. Contract with an original expected length of one year or less as determined under ASC 606,

ii. Contracts for which Company recognize revenue based on the right to invoice for service performed.

Accounts Receivable

The Company records accounts receivable net of allowances for doubtful accounts. Allowances for doubtful accounts are established through the evaluation of aging of accounts receivables, prior collection experience, current market conditions, clients’ financial condition and the amount of accounts receivables in dispute to estimate the collectability of these accounts receivables.

Leases

The Company determines if an arrangement is a lease at inception of the contract. Operating leases are included in "operating lease right-of-use ("ROU") assets", "current portion of operating lease liabilities" and "operating lease liabilities, less current portion" in the Company's unaudited consolidated balance sheets. Finance leases are included in "property and equipment", "current portion of finance lease liabilities" and "finance lease liabilities, less current portion" in the Company's unaudited consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include the effects of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately.

On January 1, 2019, the date of initial application, the Company adopted, Leases (Topic 842), using the modified retrospective method. The modified retrospective method provides a method of recognizing those leases which had not expired as of the date of adoption of January 1, 2019. The prior period unaudited consolidated financial statements have not been retrospectively adjusted and continues to be reported under Topic 840.

The Company elected the practical expedient permitted under the transition guidance under Topic 842, which amongst other matters, allowed the Company (i) not to apply the recognition requirements to short-term leases (leases with a lease term of 12 months or less), (ii) not to reassess whether any expired or existing contracts are or contain leases, (iii) not to reassess the lease classification for any expired or existing leases, and (iv) not to reassess initial direct costs for any existing leases.

The adoption resulted in the recognition of ROU assets of $80,328 (net of deferred rent of $8,626) and lease liabilities of $88,954 for operating leases as of January 1, 2019. The Company's accounting for finance leases remained substantially unchanged.

The adoption had no impact on opening balance of retained earnings.

Recent Accounting Pronouncements and Recently Adopted Accounting Pronouncements

In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU modify the disclosure requirements on fair value measurements in Topic 820, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. The adoption of this ASU is not expected to have any material effect on the Company’s consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in ASU are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The adoption of this ASU is not expected to have any material effect on the Company’s consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the ASU requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in FASB Accounting Standard Codification Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The ASU 2018-15 also provides guidance on amortization and impairment of any costs capitalized, along with new presentation and disclosure requirements. The new guidance is effective for fiscal years beginning after December 15, 2019.  Early adoption is permitted and both prospective and retrospective transition methods are allowed. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In April 2019, FASB issued ASU No. 2019-04, Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments: Targeted Transition Relief (Topic 825). The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. With respect to hedge accounting, the amendments address partial-term fair value hedges, fair value hedge basis adjustments, and certain transition requirements, among other things. With respect to recognizing and measuring financial instruments, the amendment in ASU address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. This ASU is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In May 2019, FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. This ASU provide entities with the option to irrevocably elect the fair value option, on an instrument-by-instrument basis in accordance with Subtopic 825-10, for certain financial instruments that are within the scope of Subtopic 326-20, upon adopting Topic 326. The fair value option election does not apply to held-to-maturity debt securities. The amendments in this Update provide entities with targeted transition relief that is intended to increase comparability of financial statement information for some entities that otherwise would have measured similar financial instruments using different measurement methodologies. This ASU is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

(h) Recently Adopted Accounting Pronouncements

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842), which requires the identification of arrangements that should be accounted for as leases. Lease arrangements exceeding a twelve months term should be recognized as assets with corresponding liabilities on the balance sheet of the lessee. This ASU requires recognition of an ROU asset and lease obligation for those leases classified as operating leases under Topic 840, while the income statement will reflect lease expense for operating leases. The balance sheet amounts recorded for existing operating leases at the date of adoption of this ASU must be calculated using the applicable incremental borrowing rate. The Company adopted Topic 842 as of January 1, 2019 using the modified retrospective method provided by ASU 2018-11. The adoption had a material impact on the Company's unaudited consolidated balance sheets, but did not have a material impact on the Company's unaudited consolidated income statements and unaudited consolidated statements of cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company's accounting for finance leases remained substantially unchanged. Refer Note 21 to the unaudited consolidated financial statements for details.

In July 2018, FASB issued ASU No. 2018-11, Leases (Topic 842), which provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The Company adopted Topic 842 as of January 1, 2019 using this ASU. Refer Note 21 to the unaudited consolidated financial statements for details.

XML

Property and Equipment, net

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and Equipment, net

Property and equipment, net consists of the following:

	Estimated useful lives	As of
	(Years)	September 30, 2019			December 31, 2018
Owned Assets:
Network equipment and computers	3-5	$	93,727		$	85,921
Software	3-5	77,017			69,752
Leasehold improvements	3-8	44,355			39,533
Office furniture and equipment	3-8	21,856			20,097
Motor vehicles	2-5	602			635
Buildings	30	1,122			1,140
Land	—	734			746
Capital work in progress	—	11,542			11,026
		250,955			228,850
Less: Accumulated depreciation and amortization		(173,127		)	(155,798		)
		$	77,828		$	73,052
Right-of-use assets under finance leases:
Leasehold improvements		$	751		$	778
Office furniture and equipment		314			53
Motor vehicles		690			628
		1,755			1,459
Less: Accumulated depreciation and amortization		(1,112		)	(1,001		)
		$	643		$	458
Property and equipment, net		$	78,471		$	73,510

Capital work in progress represents advances paid towards acquisition of property and equipment and costs incurred to develop software not yet ready to be placed in service.

The depreciation and amortization, excluding amortization of acquisition-related intangibles, recognized in the unaudited consolidated statements of income was as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Depreciation and amortization	$	7,545	$	7,381	$	22,882	$	20,759

The depreciation and amortization set forth above includes the effect of foreign exchange gain/(loss) upon settlement of cash flow hedges, amounting to $54 and ($33) for the three months ended and $167 and $160 for the nine months ended September 30, 2019 and 2018, respectively. Refer Note 17 to the unaudited consolidated financial statements for further details.

Internally developed software costs, included under Software, was as follows:

	As of
	September 30, 2019			December 31, 2018
Cost	$	14,212		$	8,783
Less : Accumulated amortization	(4,196		)	(2,393		)
Internally developed software, net	$	10,016		$	6,390

The amortization expense on internally developed software recognized in the unaudited consolidated statements of income was as follows:

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
Amortization expense	$	746	$	502	$	1,952	$	974

During the three and nine months ended September 30, 2019, the Company performed an impairment test of its long-lived assets of its Health Integrated business. Based on the results, the long-lived assets carrying value exceeded their fair value. The primary factor contributing to a reduction in the fair value is the commencement of the wind down of the Health Integrated business, and an anticipated reduction to the Company's estimated future cash flows. As a result of this analysis, the Company recognized impairment charges of $nil and $2,178 during the three and nine months ended September 30, 2019, respectively, to write down the carrying value of property and equipment to its fair value. This impairment charge was recorded in the unaudited consolidated statements of income under "Impairment and restructuring charges". Refer Note 24 to the unaudited consolidated financial statements for further details.

XML

Revenues, net

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenues, net

Revenues, net

Disaggregation of revenues

Refer Note 3 to the unaudited consolidated financial statements for revenues disaggregated by reportable segments and geography.

Contract balances

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers:

	As of
	September 30, 2019		December 31, 2018
Accounts receivable, net	$	179,702	$	164,752
Contract assets	$	4,528	$	5,445
Contract liabilities:
Deferred revenue (consideration received in advance)	$	7,990	$	6,345
Consideration received for process transition activities	$	2,942	$	1,669

Accounts receivable includes $80,571 and $63,952 as of September 30, 2019 and December 31, 2018, respectively, representing unbilled receivables. The Company has accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers and considers no significant performance risk associated with its unbilled receivables.

Contract assets represents upfront payments made to customers. These costs are amortized over the expected period of benefit and are recorded as an adjustment to transaction price and reduced from revenues.

Contract liabilities represents that portion of deferred revenue for which payments have been received in advance from customers including revenues attributable to certain process transition activities for which costs have been capitalized by the Company as contract fulfillment costs. The contract liabilities are included within deferred revenues in the unaudited consolidated balance sheet and are recognized as revenue as (or when) the performance obligation is fulfilled under the contract.

Revenue recognized during the three and nine months ended September 30, 2019 that was included in the contract liabilities balance at the beginning of the period was $1,086 and $5,312, respectively, and revenue recognized during the three and nine months ended September 30, 2018 that was included in the contract liabilities balance at the beginning of the period was $1,644 and $8,025, respectively.

Contract acquisition costs

The Company had contract acquisition costs of $1,132 as of September 30, 2019 and $713 as of December 31, 2018. Further, the Company capitalized $776 during the three and nine months ended September 30, 2019, respectively. The Company amortized $113 and $357 during the three and nine months ended September 30, 2019, respectively, and amortized $72 and $225 during the three and nine months ended September 30, 2018, respectively. There was no impairment loss in relation to costs capitalized. The capitalized costs will be amortized on a straight line basis over the life of contract.

Contract fulfillment costs

The Company had deferred contract fulfillment costs relating to transition activities amounting to $6,337 as of September 30, 2019 and $4,051 as of December 31, 2018. Further, the Company capitalized an additional $1,140 and $3,307 during the three and nine months ended September 30, 2019, respectively. The Company amortized $411 and $1,021 during the three and nine months ended September 30, 2019, respectively, and $335 and $730 during the three and nine months ended September 30, 2018, respectively. There was no impairment loss in relation to costs capitalized. The capitalized costs will be amortized on a straight line basis over the life of contract.

Consideration received from customers, if any, relating to such transition activities are classified under Contract Liabilities and are recognized over the period in which the related performance obligations are fulfilled.

XML

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Purchase commitments, net of advances	$ 5,906
Export-oriented units established, percentage	100.00%
Litigation, settlement amount		$ 2,400
Settlement payments made during the period		1,200
Aggregate disputed amount amount related to transfer pricing and permanent establishment	$ 16,077	18,177
Total bank guarantees and deposits in respect of contingencies	8,148	8,171
Amounts paid as deposits in respect of contingencies	6,279	6,272
Bank guarantee issued	$ 1,869	$ 1,899

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and Liabilities Measured at Fair Value

The following table sets forth the Company’s assets and liabilities that were accounted for at fair value as of September 30, 2019 and December 31, 2018.

As of September 30, 2019	Level 1		Level 2		Level 3		Total
Assets
Mutual funds*	$	147,883	$	—	$	—	$	147,883
Derivative financial instruments	—		5,861		—		5,861
Total	$	147,883	$	5,861	$	—	$	153,744
Liabilities
Derivative financial instruments	$	—	$	3,933	$	—	$	3,933
Total	$	—	$	3,933	$	—	$	3,933
As of December 31, 2018	Level 1		Level 2		Level 3		Total
Assets
Mutual funds*	$	142,408	$	—	$	—	$	142,408
Derivative financial instruments	—		6,030		—		6,030
Total	$	142,408	$	6,030	$	—	$	148,438
Liabilities
Derivative financial instruments	$	—	$	6,279	$	—	$	6,279
Total	$	—	$	6,279	$	—	$	6,279

* Represents short-term investments carried on fair value option under ASC 825 “Financial Instruments” as of September 30, 2019 and December 31, 2018.

Derivative Financial Instruments: The Company’s derivative financial instruments consist of foreign currency forward exchange contracts. Fair values for derivative financial instruments are based on independent sources including highly rated financial institutions and are classified as Level 2. Refer Note 17 to the unaudited consolidated financial statements for further details.

Financial instruments not carried at fair value:

The Company’s other financial instruments not carried at fair value consist primarily of accounts receivable, accounts payable, accrued expenses and outstanding revolver credit for which fair values approximate their carrying amounts due to their short-term nature.

Convertible Senior Notes:

The total estimated fair value of the convertible senior notes as of September 30, 2019 and December 31, 2018 was $145,962 and $130,510, respectively. The fair value was determined based on the market yields for similar Notes as of the September 30, 2019 and December 31, 2018. The Company considers the fair value of the Notes to be a Level 2 measurement due to the limited inputs available for its fair valuation.

Nonrecurring fair value measurements of assets:

Nonrecurring fair value measurements include impairment tests conducted by the Company during the nine months ended September 30, 2019 of its ROU assets and long-lived assets related to its Health Integrated business. The fair value determination for ROU assets was based on third party quotes, which are Level 2 inputs and for other long-lived assets, it was based on Company’s internal assessment, which are Level 3 inputs. During the nine months ended September 30, 2019, the Company recognized impairment charges on ROU assets and long-lived assets to write down the carrying value to their fair values. Refer Note 8 and 21 to the unaudited consolidated financial statements for further details.

XML

Other Assets

9 Months Ended

Sep. 30, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Other Assets

Other assets consist of the following:

	As of
	September 30, 2019		December 31, 2018
Lease deposits	$	9,118	$	8,891
Derivative instruments	2,734		1,971
Deposits with statutory authorities	6,264		6,259
Term deposits	426		315
Contract assets	3,338		4,244
Deferred contract fulfillment costs	5,173		2,815
Others	5,914		6,520
Other assets	$	32,967	$	31,015

XML

Stock Based Compensation - Restricted Stock and Restricted Stock Units Activity Under Company's Stock Plans (Details) - $ / shares	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Number, Outstanding, at Beginning Balance (in shares)	103,623
Number, Granted (in shares)	0
Number, Vested (in shares)	(53,855)
Number, Forfeited (in shares)	0
Number, Outstanding, at Ending Balance (in shares)	49,768
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-Average Fair Value, Outstanding, at Beginning Balance (in dollars per share)	$ 42.68
Weighted-Average Fair Value, Granted (in dollars per share)	0
Weighted-Average Fair Value, Vested (in dollars per share)	37.44
Weighted-Average Fair Value, Forfeited (in dollars per share)	0
Weighted-Average Fair Value, Outstanding, at Ending Balance (in dollars per share)	$ 48.35
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Number, Outstanding, at Beginning Balance (in shares)	953,578
Number, Granted (in shares)	466,173
Number, Vested (in shares)	(391,533)
Number, Forfeited (in shares)	(62,513)
Number, Outstanding, at Ending Balance (in shares)	965,705
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-Average Fair Value, Outstanding, at Beginning Balance (in dollars per share)	$ 51.81
Weighted-Average Fair Value, Granted (in dollars per share)	64.15
Weighted-Average Fair Value, Vested (in dollars per share)	47.25
Weighted-Average Fair Value, Forfeited (in dollars per share)	57.69
Weighted-Average Fair Value, Outstanding, at Ending Balance (in dollars per share)	$ 59.24
Units vested for which the underlying common stock is yet to be issued (in shares)	164,831	155,753

XML

Employee Benefit Plans

9 Months Ended

Sep. 30, 2019

Retirement Benefits [Abstract]

Employee Benefit Plans

Employee Benefit Plans

The Company’s Gratuity Plans in India ("Gratuity Plan") provide for lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the Gratuity Plans are determined by actuarial valuation using the projected unit credit method. Current service costs for the Gratuity Plan are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized and amortized over the remaining period of service of the employees.

In addition, the Company’s subsidiary operating in the Philippines conforms to the minimum regulatory benefit which provide for lump sum payment to vested employees on retirement from employment in an amount based on the respective employee’s salary and years of employment with the Company (the "Philippines Plan"). The benefit costs of the Philippines Plan for the year are calculated on an actuarial basis.    

Components of net periodic benefit cost:

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Service cost	$	488		$	431		$	1,468		$	1,293
Interest cost	219			173			659			526
Expected return on plan assets	(142		)	(117		)	(428		)	(359		)
Amortization of actuarial gain	(40		)	(37		)	(119		)	(114		)
Net gratuity cost	$	525		$	450		$	1,580		$	1,346

The Gratuity Plan in India is partially funded and the Philippines plan is unfunded. The Company makes annual contributions to the employees' gratuity fund established with Life Insurance Corporation of India and HDFC Standard Life Insurance Company. They calculate the annual contribution required to be made by the Company and manage the Gratuity Plans, including any required payouts. Fund managers manage these funds on a cash accumulation basis and declare interest retrospectively on March 31 of each year. The Company earned a return of approximately 7.8% per annum on these Gratuity Plans for the nine months ended September 30, 2019.

Change in Plan Assets
Plan assets at January 1, 2019	$	7,420
Actual return	356
Employer contribution	1,884
Benefits paid*	(670		)
Effect of exchange rate changes	(134		)
Plan assets at September 30, 2019	$	8,856

*Benefit payments were substantially made through the plan assets during the nine months ended September 30, 2019.

The Company maintains several 401(k) plans (the "401(k) Plans") under Section 401(k) of the Internal Revenue Code of 1986 (the “Code”), covering all eligible employees, as defined in the Code as a defined contribution plan. The Company may make discretionary contributions of up to a maximum of 4% of employee compensation within certain limits. The Company accrued for contributions to the 401(k) Plans of $779 and $645 for the three months ended September 30, 2019 and 2018, respectively, and $2,901 and $2,630 for the nine months ended September 30, 2019 and 2018, respectively.

During the three months ended September 30, 2019 and 2018, the Company contributed $2,793 and $2,003, respectively, and during the nine months ended September 30, 2019 and 2018, the Company contributed $7,507 and $5,670, respectively, for various defined contribution plans on behalf of its employees in India, the Philippines, Bulgaria, Romania, the Czech Republic, South Africa, Colombia, and Singapore.

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 101,432	$ 95,881
Short-term investments	179,340	184,489
Restricted cash	5,412	5,608
Accounts receivable, net	179,702	164,752
Prepaid expenses	9,364	11,326
Advance income tax, net	3,002	9,639
Other current assets	27,974	28,240
Total current assets	506,226	499,935
Property and equipment, net	78,471	73,510
Operating lease right-of-use assets	88,753
Restricted cash	2,441	2,642
Deferred tax assets, net	6,190	6,602
Intangible assets, net	78,845	95,495
Goodwill	349,530	349,984
Other assets	32,967	31,015
Investment in equity affiliate	2,555	2,753
Total assets	1,145,978	1,061,936
Current liabilities:
Accounts payable	3,658	5,653
Current portion of long-term borrowings	20,876	21,423
Deferred revenue	9,585	7,722
Accrued employee costs	59,568	54,893
Accrued expenses and other current liabilities	69,876	64,169
Current portion of operating lease liabilities	23,516
Income taxes payable	575	1,012
Current portion of finance lease liabilities	248	223
Total current liabilities	187,902	155,095
Long term borrowings	223,916	263,241
Finance lease liabilities, less current portion	436	315
Deferred tax liabilities, net	720	8,445
Operating lease liabilities, less current portion	76,080
Other non-current liabilities	9,241	16,521
Total liabilities	498,295	443,617
Commitments and contingencies (Refer Note 26)
Preferred stock, $0.001 par value; 15,000,000 shares authorized, none issued	0	0
ExlService Holdings, Inc. Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized, 38,322,354 shares issued and 34,107,851 shares outstanding as of September 30, 2019 and 37,850,544 shares issued and 34,222,476 shares outstanding as of December 31, 2018	38	38
Additional paid-in capital	386,060	364,179
Retained earnings	530,547	484,244
Accumulated other comprehensive loss	(86,153)	(83,467)
Total including shares held in treasury	830,492	764,994
Less: 4,214,503 shares as of September 30, 2019 and 3,628,068 shares as of December 31, 2018, held in treasury, at cost	(182,809)	(146,925)
Stockholders’ equity	647,683	618,069
Non-controlling interest	0	250
Total equity	647,683	618,319
Total liabilities and equity	$ 1,145,978	$ 1,061,936

XML

Consolidated Statements of Comprehensive Income/(Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Effect of net investment hedges on accumulated other comprehensive income, tax	$ (1,791)	$ (3,596)	$ 91	$ (7,969)
Realized gain on cash flow hedges, taxes	133	19	(73)	(1,183)
Retirement benefits, taxes	$ 9	$ (4)	$ 99	$ (6)

XML

Property and Equipment, net - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 7,545	$ 7,381	$ 22,882	$ 20,759
Depreciation and Amortization
Property, Plant and Equipment [Line Items]
Effect of the foreign exchange gains upon settlement of cash flow hedges	$ 54	$ (33)	$ 167	$ 160

XML

Leases - Cash Flow and Other Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Cash payments for amounts included in the measurement of lease liabilities :
Operating cash outflows for operating leases	$ 19,428
Operating cash outflows for finance leases	71
Financing cash outflows for finance leases	274
Right-of-use assets obtained in exchange for new operating lease liabilities	31,189
Right-of-use assets obtained in exchange for new finance lease liabilities	$ 0
Weighted-average remaining lease term
Finance lease	2 years 3 months 18 days
Operating lease	5 years 10 months 24 days
Weighted-average discount rate
Finance lease	8.70%
Operating lease	7.20%

XML

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Retirement Benefits [Abstract]
Expected return on plan assets, percentage			7.80%
Discretionary contributions towards 401(k) plan, maximum percentage			4.00%
Discretionary contributions to 401(k) plans	$ 779	$ 645	$ 2,901	$ 2,630
Defined contribution plan, cost	$ 2,793	$ 2,003	$ 7,507	$ 5,670

XML

Earnings Per Share - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerators:
Net income	$ 19,044	$ 15,249	$ 46,303	$ 52,869
Denominators:
Basic weighted average common shares outstanding (in shares)	34,322,449	34,458,520	34,382,787	34,472,232
Dilutive effect of share based awards (in shares)	377,048	749,471	362,181	745,582
Diluted weighted average common shares outstanding (in shares)	34,699,497	35,207,991	34,744,968	35,217,814
Earnings per share attributable to ExlService Holdings Inc. stockholders:
Basic (in dollars per share)	$ 0.55	$ 0.44	$ 1.35	$ 1.53
Diluted (in dollars per share)	$ 0.55	$ 0.43	$ 1.33	$ 1.50
Weighted average potentially dilutive considered anti-dilutive and not included in computing diluted earnings per share (in shares)	0	256	141,834	161,792

XML

Derivatives and Hedge Accounting (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Fair Value of Foreign Currency Exchange Contracts

The following tables set forth the fair value of the foreign currency exchange contracts and their location on the unaudited consolidated financial statements:

Derivatives designated as hedging instruments:	As of
Foreign currency exchange contracts	September 30, 2019		December 31, 2018
Other current assets	$	3,118	$	4,022
Other assets	$	2,734	$	1,971
Accrued expenses and other current liabilities	$	1,816	$	3,137
Other non-current liabilities	$	1,884	$	3,075
Derivatives not designated as hedging instruments:	As of
Foreign currency exchange contracts	September 30, 2019		December 31, 2018
Other current assets	$	9	$	37
Accrued expenses and other current liabilities	$	233	$	67

Summary of Effect of Foreign Currency Exchange Contracts on Consolidated Statements of Income

The following tables set forth the effect of foreign currency exchange contracts on the unaudited consolidated statements of income and accumulated other comprehensive loss for the three and nine months ended September 30, 2019 and 2018:

	Three months ended September 30,						Nine months ended September 30,
Forward Exchange Contracts:	2019			2018			2019		2018
Gain/(Loss) recognized in AOCI
Derivatives in cash flow hedging relationships	$	(3,596	)	$	(11,944	)	$	5,629	$	(29,187	)
Gain/(Loss) recognized in unaudited consolidated statements of income
Derivatives not designated as hedging instruments	$	(794	)	$	(4,268	)	$	3,525	$	(9,837	)

Location and amount of gain/(loss) recognized in unaudited consolidated statements of income for cash flow hedging relationships and derivatives not designated as hedging instruments
	Three months ended September 30,
	2019					2018
	As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts			As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts
Cash flow hedging relationships
Location in unaudited consolidated statements of income where gain/(loss) was reclassed from AOCI
Cost of revenues	$	167,542	$	1,432		$	152,157	$	(76	)
General and administrative expenses	$	29,590	173			$	28,704	12
Selling & marketing expenses	$	18,302	19			$	16,490	6
Depreciation & amortization	$	13,047	80			$	14,099	(7		)
			$	1,704				$	(65	)
Derivatives not designated as hedging instruments
Location in unaudited consolidated statements of income where gain/(loss) was recognized
Foreign exchange gain/(loss), net	$	1,009	$	(794	)	$	1,385	$	(4,268	)
	$	1,009	$	(794	)	$	1,385	$	(4,268	)

	Nine months ended September 30,
	2019				2018
	As per unaudited consolidated statements of income		Gain on foreign currency exchange contracts		As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts
Cash flow hedging relationships
Location in unaudited consolidated statements of income where gain/(loss) was reclassed from AOCI
Cost of revenues	$	487,228	$	2,682	$	429,907	$	3,260
General and administrative expenses	$	93,349	359		$	85,610	523
Selling & marketing expenses	$	53,996	38		$	45,593	56
Depreciation & amortization	$	39,466	180		$	35,185	234
			$	3,259			$	4,073
Derivatives not designated as hedging instruments
Location in unaudited consolidated statements of income where gain/(loss) was recognized
Foreign exchange gain/(loss), net	$	3,471	$	3,525	$	3,414	$	(9,837	)
	$	3,471	$	3,525	$	3,414	$	(9,837	)

Effect of net investment hedges on accumulated other comprehensive loss
	Three months ended September 30,				Nine months ended September 30,
	Amount of (Loss) Recognized in AOCI				Amount of (Loss) Recognized in AOCI
Net investment hedging relationships	2019		2018		2019			2018
Foreign exchange contracts	$	—	$	—	$	(580	)	$	—
	$	—	$	—	$	(580	)	$	—

XML

Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Internally developed software costs, included under Software, was as follows:

	As of
	September 30, 2019			December 31, 2018
Cost	$	14,212		$	8,783
Less : Accumulated amortization	(4,196		)	(2,393		)
Internally developed software, net	$	10,016		$	6,390

The depreciation and amortization, excluding amortization of acquisition-related intangibles, recognized in the unaudited consolidated statements of income was as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Depreciation and amortization	$	7,545	$	7,381	$	22,882	$	20,759

Property and equipment, net consists of the following:

	Estimated useful lives	As of
	(Years)	September 30, 2019			December 31, 2018
Owned Assets:
Network equipment and computers	3-5	$	93,727		$	85,921
Software	3-5	77,017			69,752
Leasehold improvements	3-8	44,355			39,533
Office furniture and equipment	3-8	21,856			20,097
Motor vehicles	2-5	602			635
Buildings	30	1,122			1,140
Land	—	734			746
Capital work in progress	—	11,542			11,026
		250,955			228,850
Less: Accumulated depreciation and amortization		(173,127		)	(155,798		)
		$	77,828		$	73,052
Right-of-use assets under finance leases:
Leasehold improvements		$	751		$	778
Office furniture and equipment		314			53
Motor vehicles		690			628
		1,755			1,459
Less: Accumulated depreciation and amortization		(1,112		)	(1,001		)
		$	643		$	458
Property and equipment, net		$	78,471		$	73,510

The amortization expense on internally developed software recognized in the unaudited consolidated statements of income was as follows:

	Three months ended September 30				Nine months ended September 30
	2019		2018		2019		2018
Amortization expense	$	746	$	502	$	1,952	$	974

XML

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2019

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	As of
	September 30, 2019		December 31, 2018
Accrued expenses	$	50,276	$	44,711
Derivative instruments	2,049		3,204
Client liabilities	5,672		6,933
Other current liabilities	11,879		9,321
Accrued expenses and other current liabilities	$	69,876	$	64,169

XML

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

Leases

The Company conducts its operations using facilities leased under operating lease agreements that expire at various dates. The Company finances its use of certain motor vehicles and other equipment under various lease arrangements provided by financial institutions.

The Company has performed an evaluation of its contracts with suppliers in accordance with Topic 842 and has determined that, except for leases for office facilities, motor vehicles and other equipment as described above, none of the Company’s contracts contain a lease.

In assessment of the lease term, the Company considers the extension option as part of its lease term for those lease arrangements where the Company is reasonably certain of availing the extension option.

The lease agreements do not contain any covenant to impose any restrictions except for market-standard practice for similar lease arrangements.

Supplemental balance sheet information

	As of
	September 30, 2019
Operating Lease
Operating lease right-of-use assets	$	88,753
Operating lease liabilities - Current	$	23,516
Operating lease liabilities - Non-current	76,080
Total operating lease liabilities	$	99,596
Finance Lease
Property and equipment, gross	$	1,755
Accumulated depreciation	(1,112		)
Property and equipment, net	$	643
Finance lease liabilities - Current	$	248
Finance lease liabilities - Non-current	436
Total finance lease liabilities	$	684

During the three and nine months ended September 2019, the Company performed an impairment test of its long-lived assets of its Health Integrated business. Based on the results, the operating lease right-of-use assets carrying value exceeded their fair value. The primary factor contributing to a reduction in the fair value is the commencement of the wind down of the Health Integrated business, and an anticipated reduction to the Company's estimated future cash flows. As a result of this analysis, the Company recognized an impairment charge of $nil and $989 during the three and nine months ended September 30, 2019, respectively, to write down the carrying value of operating lease right-of-use to its fair value. This impairment charge was recorded in the unaudited consolidated statements of income under "Impairment and restructuring charges". Refer Note 24 to the unaudited consolidated financial statements for further details.

The components of lease cost, which are included in the Company's unaudited consolidated statements of income, are as follows:

Lease cost	Three months ended September 30, 2019			Nine months ended September 30, 2019
Finance lease:
Amortization of right-of-use assets	$	68		$	198
Interest on lease liabilities	26			71
Operating lease(a)	6,843			20,544
Sublease income	(29		)	(134		)
Total lease cost	$	6,908		$	20,679

Operating lease cost for leases classified as such under Topic 840 for the three and nine months ended September 30, 2018 was $6,596 and $19,075, respectively.

(a) Includes short-term leases, which are immaterial.

Supplemental cash flow and other information related to leases are as follows:

	Nine months ended September 30, 2019
Cash payments for amounts included in the measurement of lease liabilities :
Operating cash outflows for operating leases	$	19,428
Operating cash outflows for finance leases	$	71
Financing cash outflows for finance leases	$	274
Right-of-use assets obtained in exchange for new operating lease liabilities	$	31,189
Right-of-use assets obtained in exchange for new finance lease liabilities	$	—
Weighted-average remaining lease term
Finance lease	2.3 years
Operating lease	5.9 years
Weighted-average discount rate
Finance lease	8.7		%
Operating lease	7.2		%

The Company determines the incremental borrowing rate by adjusting the benchmark reference rates, applicable to the respective geographies where the leases were entered, with appropriate financing spreads and lease specific adjustments for the effects of collateral.

Maturities of lease liabilities as of September 30, 2019 are as follows:

	Operating Leases		Finance Leases
2019 (October 1 - December 31)	$	6,425	$	109
2020	25,436		304
2021	22,584		220
2022	20,481		110
2023	18,423		81
2024	13,960		15
2025 and thereafter	23,020		—
Total lease payments	$	130,329	$	839
Less: Imputed interest	30,733		155
Present value of lease liabilities	$	99,596	$	684

Maturities of minimum lease payments as of December 31, 2018 are as follows:

During the next twelve months ending December 31,	Operating Leases		Capital Leases
2019	$	23,431	$	283
2020	20,039		163
2021	16,924		120
2022	14,804		58
2023	12,859		49
2024	11,114		—
2025 and thereafter	15,000		—
Total minimum lease payment	$	114,171	$	673
Less: Imputed interest	NA		135
Present value of minimum lease payments	NA		538
Less: Current portion	NA		223
Long term capital lease obligation	NA		$	315

Leases

Leases

The Company conducts its operations using facilities leased under operating lease agreements that expire at various dates. The Company finances its use of certain motor vehicles and other equipment under various lease arrangements provided by financial institutions.

The Company has performed an evaluation of its contracts with suppliers in accordance with Topic 842 and has determined that, except for leases for office facilities, motor vehicles and other equipment as described above, none of the Company’s contracts contain a lease.

In assessment of the lease term, the Company considers the extension option as part of its lease term for those lease arrangements where the Company is reasonably certain of availing the extension option.

The lease agreements do not contain any covenant to impose any restrictions except for market-standard practice for similar lease arrangements.

Supplemental balance sheet information

	As of
	September 30, 2019
Operating Lease
Operating lease right-of-use assets	$	88,753
Operating lease liabilities - Current	$	23,516
Operating lease liabilities - Non-current	76,080
Total operating lease liabilities	$	99,596
Finance Lease
Property and equipment, gross	$	1,755
Accumulated depreciation	(1,112		)
Property and equipment, net	$	643
Finance lease liabilities - Current	$	248
Finance lease liabilities - Non-current	436
Total finance lease liabilities	$	684

During the three and nine months ended September 2019, the Company performed an impairment test of its long-lived assets of its Health Integrated business. Based on the results, the operating lease right-of-use assets carrying value exceeded their fair value. The primary factor contributing to a reduction in the fair value is the commencement of the wind down of the Health Integrated business, and an anticipated reduction to the Company's estimated future cash flows. As a result of this analysis, the Company recognized an impairment charge of $nil and $989 during the three and nine months ended September 30, 2019, respectively, to write down the carrying value of operating lease right-of-use to its fair value. This impairment charge was recorded in the unaudited consolidated statements of income under "Impairment and restructuring charges". Refer Note 24 to the unaudited consolidated financial statements for further details.

The components of lease cost, which are included in the Company's unaudited consolidated statements of income, are as follows:

Lease cost	Three months ended September 30, 2019			Nine months ended September 30, 2019
Finance lease:
Amortization of right-of-use assets	$	68		$	198
Interest on lease liabilities	26			71
Operating lease(a)	6,843			20,544
Sublease income	(29		)	(134		)
Total lease cost	$	6,908		$	20,679

Operating lease cost for leases classified as such under Topic 840 for the three and nine months ended September 30, 2018 was $6,596 and $19,075, respectively.

(a) Includes short-term leases, which are immaterial.

Supplemental cash flow and other information related to leases are as follows:

	Nine months ended September 30, 2019
Cash payments for amounts included in the measurement of lease liabilities :
Operating cash outflows for operating leases	$	19,428
Operating cash outflows for finance leases	$	71
Financing cash outflows for finance leases	$	274
Right-of-use assets obtained in exchange for new operating lease liabilities	$	31,189
Right-of-use assets obtained in exchange for new finance lease liabilities	$	—
Weighted-average remaining lease term
Finance lease	2.3 years
Operating lease	5.9 years
Weighted-average discount rate
Finance lease	8.7		%
Operating lease	7.2		%

The Company determines the incremental borrowing rate by adjusting the benchmark reference rates, applicable to the respective geographies where the leases were entered, with appropriate financing spreads and lease specific adjustments for the effects of collateral.

Maturities of lease liabilities as of September 30, 2019 are as follows:

	Operating Leases		Finance Leases
2019 (October 1 - December 31)	$	6,425	$	109
2020	25,436		304
2021	22,584		220
2022	20,481		110
2023	18,423		81
2024	13,960		15
2025 and thereafter	23,020		—
Total lease payments	$	130,329	$	839
Less: Imputed interest	30,733		155
Present value of lease liabilities	$	99,596	$	684

Maturities of minimum lease payments as of December 31, 2018 are as follows:

During the next twelve months ending December 31,	Operating Leases		Capital Leases
2019	$	23,431	$	283
2020	20,039		163
2021	16,924		120
2022	14,804		58
2023	12,859		49
2024	11,114		—
2025 and thereafter	15,000		—
Total minimum lease payment	$	114,171	$	673
Less: Imputed interest	NA		135
Present value of minimum lease payments	NA		538
Less: Current portion	NA		223
Long term capital lease obligation	NA		$	315

XML

Related Party Disclosures (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Oct. 01, 2018
Related Party Transaction [Line Items]
Debt outstanding	$ 260,351,000		$ 260,351,000
Revenues from related party	251,392,000	$ 231,124,000	734,474,000	$ 648,209,000
Accounts receivable from related party	0		0		$ 5,000
Consulting Services | Affiliated Entity
Related Party Transaction [Line Items]
Revenues from related party	0	$ 10,000		$ 225,000
Convertible Notes Payable | 3.50% Convertible Senior Notes due October 1, 2024
Related Party Transaction [Line Items]
Debt instrument face amount						$ 150,000,000
Debt outstanding	150,000,000		150,000,000		150,000,000
Interest accrued	$ 2,625,000		$ 2,625,000		$ 1,313,000

XML

Derivatives and Hedge Accounting

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedge Accounting

Derivatives and Hedge Accounting

The Company uses derivative instruments and hedging transactions to mitigate exposure to foreign currency fluctuation risks associated with forecasted transactions denominated in certain foreign currencies and to minimize earnings and cash flow volatility associated with changes in foreign currency exchange rates. The Company’s derivative financial instruments are largely forward foreign exchange contracts that are designated as effective hedges and that qualify as cash flow hedges under ASC 815. The Company had outstanding cash flow hedges totaling $409,725 (including $6,550 of range forward contracts) as of September 30, 2019 and $362,435 (including $6,900 of range forward contracts) as of December 31, 2018.

Changes in the fair value of these cash flow hedges are recorded as a component of accumulated other comprehensive income/(loss), net of tax, until the hedged transactions occurs. The resultant foreign exchange gain/(loss) upon settlement of derivative financial instruments are recorded along with the underlying hedged item in the same line of unaudited consolidated statements of income as either part of “Cost of revenues”, “General and administrative expenses”, “Selling and marketing expenses”, “Depreciation and amortization”, as applicable.

The Company also enters into foreign currency forward contracts to economically hedge its intercompany balances and other monetary assets and liabilities denominated in currencies other than functional currencies. These derivatives do not qualify as fair value hedges under ASC 815. Changes in the fair value of these derivatives are recognized in the unaudited consolidated statements of income and are included in foreign exchange gain/(loss). The Company’s primary exchange rate exposure is with the Indian Rupee, the U.K. pound sterling and the Philippine peso. The Company also has exposure to Colombian pesos, Czech Koruna, the Euro, South African ZAR and other local currencies in which it operates. Outstanding foreign currency forward contracts amounted to $112,925, GBP 13,442 and EUR 1,111 as of September 30, 2019 and amounted to $125,503, GBP 15,616 and EUR 512 as of December 31, 2018.

The Company uses forward contracts designated as net investment hedges to hedge the foreign currency risks related to our investment in foreign subsidiaries. Gains and losses on these forward contracts are recognized in AOCI as part of the foreign currency translation adjustment.

The Company estimates that approximately $1,302 of net derivative gains, excluding tax effects, included in accumulated other comprehensive loss representing changes in the value of cash flow hedges, could be reclassified into earnings within the next twelve months based on exchange rates prevailing as of September 30, 2019. At September 30, 2019, the maximum outstanding term of the cash flow hedges was 45 months.

The Company evaluates hedge effectiveness at the time a contract is entered into as well as on an ongoing basis. For hedging positions that are discontinued because the forecasted transaction is not expected to occur by the end of the originally specified period, any related amounts recorded in equity are reclassified to earnings.

The following tables set forth the fair value of the foreign currency exchange contracts and their location on the unaudited consolidated financial statements:

Derivatives designated as hedging instruments:	As of
Foreign currency exchange contracts	September 30, 2019		December 31, 2018
Other current assets	$	3,118	$	4,022
Other assets	$	2,734	$	1,971
Accrued expenses and other current liabilities	$	1,816	$	3,137
Other non-current liabilities	$	1,884	$	3,075
Derivatives not designated as hedging instruments:	As of
Foreign currency exchange contracts	September 30, 2019		December 31, 2018
Other current assets	$	9	$	37
Accrued expenses and other current liabilities	$	233	$	67

The following tables set forth the effect of foreign currency exchange contracts on the unaudited consolidated statements of income and accumulated other comprehensive loss for the three and nine months ended September 30, 2019 and 2018:

	Three months ended September 30,						Nine months ended September 30,
Forward Exchange Contracts:	2019			2018			2019		2018
Gain/(Loss) recognized in AOCI
Derivatives in cash flow hedging relationships	$	(3,596	)	$	(11,944	)	$	5,629	$	(29,187	)
Gain/(Loss) recognized in unaudited consolidated statements of income
Derivatives not designated as hedging instruments	$	(794	)	$	(4,268	)	$	3,525	$	(9,837	)

Location and amount of gain/(loss) recognized in unaudited consolidated statements of income for cash flow hedging relationships and derivatives not designated as hedging instruments
	Three months ended September 30,
	2019					2018
	As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts			As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts
Cash flow hedging relationships
Location in unaudited consolidated statements of income where gain/(loss) was reclassed from AOCI
Cost of revenues	$	167,542	$	1,432		$	152,157	$	(76	)
General and administrative expenses	$	29,590	173			$	28,704	12
Selling & marketing expenses	$	18,302	19			$	16,490	6
Depreciation & amortization	$	13,047	80			$	14,099	(7		)
			$	1,704				$	(65	)
Derivatives not designated as hedging instruments
Location in unaudited consolidated statements of income where gain/(loss) was recognized
Foreign exchange gain/(loss), net	$	1,009	$	(794	)	$	1,385	$	(4,268	)
	$	1,009	$	(794	)	$	1,385	$	(4,268	)

	Nine months ended September 30,
	2019				2018
	As per unaudited consolidated statements of income		Gain on foreign currency exchange contracts		As per unaudited consolidated statements of income		Gain/(loss) on foreign currency exchange contracts
Cash flow hedging relationships
Location in unaudited consolidated statements of income where gain/(loss) was reclassed from AOCI
Cost of revenues	$	487,228	$	2,682	$	429,907	$	3,260
General and administrative expenses	$	93,349	359		$	85,610	523
Selling & marketing expenses	$	53,996	38		$	45,593	56
Depreciation & amortization	$	39,466	180		$	35,185	234
			$	3,259			$	4,073
Derivatives not designated as hedging instruments
Location in unaudited consolidated statements of income where gain/(loss) was recognized
Foreign exchange gain/(loss), net	$	3,471	$	3,525	$	3,414	$	(9,837	)
	$	3,471	$	3,525	$	3,414	$	(9,837	)

Effect of net investment hedges on accumulated other comprehensive loss
	Three months ended September 30,				Nine months ended September 30,
	Amount of (Loss) Recognized in AOCI				Amount of (Loss) Recognized in AOCI
Net investment hedging relationships	2019		2018		2019			2018
Foreign exchange contracts	$	—	$	—	$	(580	)	$	—
	$	—	$	—	$	(580	)	$	—

XML

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2019

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	As of
	September 30, 2019		December 31, 2018
Accrued expenses	$	50,276	$	44,711
Derivative instruments	2,049		3,204
Client liabilities	5,672		6,933
Other current liabilities	11,879		9,321
Accrued expenses and other current liabilities	$	69,876	$	64,169

XML

Stock Based Compensation - Stock Based Compensation Stock Option Activity (Details) - Employee Stock Option $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number of Options, Outstanding, Beginning Balance (in shares) | shares	162,475
Number of Options, Granted (in shares) | shares	0
Number of Options, Exercised (in shares) | shares	(35,500)
Number of Options, Forfeited (in shares) | shares	0
Number of Options, Outstanding, Ending Balance (in shares) | shares	126,975	162,475
Number of Options, Vested and exercisable at end of period (in shares) | shares	126,975
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted-Average Exercise Price, Outstanding, Beginning Balance (in dollars per share) | $ / shares	$ 20.21
Weighted-Average Exercise Price, Granted (in dollars per share) | $ / shares	0
Weighted-Average Exercise Price, Exercised (in dollars per share) | $ / shares	9.53
Weighted-Average Exercise Price, Forfeited (in dollars per share) | $ / shares	0
Weighted-Average Exercise Price, Outstanding, Ending Balance (in dollars per share) | $ / shares	23.20	$ 20.21
Weighted Average Exercise Price, Vested and exercisable at end of period (in dollars per share) | $ / shares	$ 23.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Aggregate Intrinsic Value, Outstanding | $	$ 5,558	$ 5,267
Aggregate Intrinsic Value, Exercised | $	1,811
Aggregate Intrinsic Value, Vested and exercisable at end of period | $	$ 5,558
Weighted-Average Remaining Contractual Life	2 years 3 days	2 years 2 months 26 days
Weighted-Average Remaining Contractual Life, Vested and exercisable at end of period	2 years 3 days

XML

Property and Equipment, net - Internally Developed Software Costs, Included under Software (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Cost	$ 14,212		$ 14,212		$ 8,783
Less : Accumulated amortization	(4,196)		(4,196)		(2,393)
Internally developed software, net	10,016		10,016		$ 6,390
Amortization expense	746	$ 502	1,952	$ 974
Impairment charges	$ 0		$ 2,178

XML

Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Operating Leases
2019 (October 1 - December 31)	$ 6,425
2020	25,436
2021	22,584
2022	20,481
2023	18,423
2024	13,960
2025 and thereafter	23,020
Total lease payments	130,329
Less: Imputed interest	30,733
Present value of lease liabilities	99,596
Finance Leases
2019 (October 1 - December 31)	109
2020	304
2021	220
2022	110
2023	81
2024	15
2025 and thereafter	0
Total lease payments	839
Less: Imputed interest	155
Present value of lease liabilities	$ 684

XML

Employee Benefit Plans - Change in Plan Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Plan assets at January 1, 2019	$ 7,420
Actual return	356
Employer contribution	1,884
Benefits paid	(670)
Effect of exchange rate changes	(134)
Plan assets at September 30, 2019	$ 8,856

XML

Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Cash and cash equivalents	$ 101,432	$ 95,881	$ 97,636
Restricted cash (current)	5,412	5,608	4,679
Restricted cash (non-current)	2,441	2,642	3,499
Cash, cash equivalents and restricted cash	$ 109,285	$ 104,131	$ 105,814	$ 94,277

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	15,000,000	15,000,000
Preferred stock, issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	38,322,354	37,850,544
Common stock, outstanding (in shares)	34,107,851	34,222,476
Treasury stock (in shares)	4,214,503	3,628,068

XML

Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Non - Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Impact of adoption of ASU 2016-09	$ 454		$ 0	$ 454
Adjusted equity balance	600,499	$ 37	322,246	427,518	$ (45,710)	$ (103,816)	$ 224
Beginning balance (in shares) at Dec. 31, 2017		36,790,751				(2,902,018)
Beginning balance at Dec. 31, 2017	600,045	$ 37	322,246	427,064	(45,710)	$ (103,816)	224
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued against stock-based compensation plans (in shares)		913,223
Stock issued against stock-based compensation plans	5,164	$ 1	5,163
Stock-based compensation	17,311		17,311
Acquisition of treasury stock (in shares)						(548,665)
Acquisition of treasury stock	(32,793)					$ (32,793)
Non-controlling interest	18						18
Other comprehensive loss	(68,620)				(68,620)
Net income	52,869			52,869
Ending balance (in shares) at Sep. 30, 2018		37,703,974				(3,450,683)
Ending balance at Sep. 30, 2018	574,448	$ 38	344,720	480,387	(114,330)	$ (136,609)	242
Beginning balance (in shares) at Jun. 30, 2018		37,583,160				(3,294,846)
Beginning balance at Jun. 30, 2018	585,479	$ 38	334,643	465,138	(87,621)	$ (126,952)	233
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued against stock-based compensation plans (in shares)		120,814
Stock issued against stock-based compensation plans	4,733		4,733
Stock-based compensation	5,344		5,344
Acquisition of treasury stock (in shares)						(155,837)
Acquisition of treasury stock	(9,657)					$ (9,657)
Non-controlling interest	9						9
Other comprehensive loss	(26,709)				(26,709)
Net income	15,249			15,249
Ending balance (in shares) at Sep. 30, 2018		37,703,974				(3,450,683)
Ending balance at Sep. 30, 2018	$ 574,448	$ 38	344,720	480,387	(114,330)	$ (136,609)	242
Beginning balance (in shares) at Dec. 31, 2018	34,222,476	37,850,544				(3,628,068)
Beginning balance at Dec. 31, 2018	$ 618,319	$ 38	364,179	484,244	(83,467)	$ (146,925)	250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued against stock-based compensation plans (in shares)		471,810
Stock issued against stock-based compensation plans	338		338
Stock-based compensation	21,538		21,538
Acquisition of treasury stock (in shares)						(586,435)
Acquisition of treasury stock	(35,884)					$ (35,884)
Allocation of equity component related to issuance costs on convertible senior notes	(13)		(13)
Purchase of non-controlling interest, net of its share of income	(232)		18				(250)
Other comprehensive loss	(2,686)				(2,686)
Net income	$ 46,303			46,303
Ending balance (in shares) at Sep. 30, 2019	34,107,851	38,322,354				(4,214,503)
Ending balance at Sep. 30, 2019	$ 647,683	$ 38	386,060	530,547	(86,153)	$ (182,809)	0
Beginning balance (in shares) at Jun. 30, 2019		38,295,083				(4,088,759)
Beginning balance at Jun. 30, 2019	641,353	$ 38	378,633	511,503	(74,358)	$ (174,463)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued against stock-based compensation plans (in shares)		27,271
Stock issued against stock-based compensation plans	0
Stock-based compensation	7,427		7,427
Acquisition of treasury stock (in shares)						(125,744)
Acquisition of treasury stock	(8,346)					$ (8,346)
Purchase of non-controlling interest, net of its share of income	0
Other comprehensive loss	(11,795)				(11,795)
Net income	$ 19,044			19,044
Ending balance (in shares) at Sep. 30, 2019	34,107,851	38,322,354				(4,214,503)
Ending balance at Sep. 30, 2019	$ 647,683	$ 38	$ 386,060	$ 530,547	$ (86,153)	$ (182,809)	$ 0

XML

Other Income, net (Tables)

9 Months Ended

Sep. 30, 2019

Other Income and Expenses [Abstract]

Summary of Other Income, net

Other income, net consists of the following:

	Three months ended September 30,					Nine months ended September 30,
	2019		2018			2019		2018
Gain on sale and mark-to-market of mutual funds	$	3,216	$	2,180		$	10,060	$	7,007
Interest and dividend income	489		523			1,982		1,160
Others, net	858		(237		)	1,046		65
Other income, net	$	4,563	$	2,466		$	13,088	$	8,232

XML

Other Assets (Tables)

9 Months Ended

Sep. 30, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Assets

Other assets consist of the following:

	As of
	September 30, 2019		December 31, 2018
Lease deposits	$	9,118	$	8,891
Derivative instruments	2,734		1,971
Deposits with statutory authorities	6,264		6,259
Term deposits	426		315
Contract assets	3,338		4,244
Deferred contract fulfillment costs	5,173		2,815
Others	5,914		6,520
Other assets	$	32,967	$	31,015

XML

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value

The following table sets forth the Company’s assets and liabilities that were accounted for at fair value as of September 30, 2019 and December 31, 2018.

As of September 30, 2019	Level 1		Level 2		Level 3		Total
Assets
Mutual funds*	$	147,883	$	—	$	—	$	147,883
Derivative financial instruments	—		5,861		—		5,861
Total	$	147,883	$	5,861	$	—	$	153,744
Liabilities
Derivative financial instruments	$	—	$	3,933	$	—	$	3,933
Total	$	—	$	3,933	$	—	$	3,933
As of December 31, 2018	Level 1		Level 2		Level 3		Total
Assets
Mutual funds*	$	142,408	$	—	$	—	$	142,408
Derivative financial instruments	—		6,030		—		6,030
Total	$	142,408	$	6,030	$	—	$	148,438
Liabilities
Derivative financial instruments	$	—	$	6,279	$	—	$	6,279
Total	$	—	$	6,279	$	—	$	6,279

* Represents short-term investments carried on fair value option under ASC 825 “Financial Instruments” as of September 30, 2019 and December 31, 2018.

XML

Business Combinations, Goodwill and Intangible Assets - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Business Combination, Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense	$ 5,502	$ 6,718	$ 16,584	$ 14,426

XML

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Level 2
Business Acquisition [Line Items]
Fair value of convertible notes	$ 145,962	$ 130,510

XML

Derivatives and Hedge Accounting- Location of Gain or Loss Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Cost of revenues	$ 167,542	$ 152,157	$ 487,228	$ 429,907
General and administrative expenses	29,590	28,704	93,349	85,610
Selling & marketing expenses	18,302	16,490	53,996	45,593
Depreciation & amortization	13,047	14,099	39,466	35,185
Foreign exchange gain, net	1,009	1,385	3,471	3,414
Reclassification out of Accumulated Other Comprehensive Income | Derivatives Designated as Hedging Instruments | Derivatives in cash flow hedging relationships | Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Cost of revenues	1,432	(76)	2,682	3,260
General and administrative expenses	173	12	359	523
Selling & marketing expenses	19	6	38	56
Depreciation & amortization	80	(7)	180	234
Reclassification from AOCI, before tax	1,704	(65)	3,259	4,073
Reclassification out of Accumulated Other Comprehensive Income | Derivatives not designated as hedging instruments | Foreign currency exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Foreign exchange gain, net	$ (794)	$ (4,268)	$ 3,525	$ (9,837)

XML

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Derivative instruments	$ 3,127	$ 4,059
Advances to suppliers	1,824	2,910
Receivables from statutory authorities	16,490	14,145
Contract assets	1,190	1,201
Deferred contract fulfillment costs	1,164	1,236
Others	4,179	4,689
Other current assets	$ 27,974	$ 28,240

XML

Segment and Geographical Information - Property, Plant and Equipment, Net Based On Geographical Information (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	$ 78,471	$ 73,510
India
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	32,488	36,152
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	32,234	28,254
Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	10,053	5,985
Rest of World
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	$ 3,696	$ 3,119

XML

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 88,753
Operating lease liabilities	$ 99,596
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Payment terms	30 days
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Payment terms	60 days
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets		$ 80,328
Deferred rent		8,626
Operating lease liabilities		$ 88,954

XML

Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2019

Retirement Benefits [Abstract]

Components of Net Periodic Benefit Cost

Components of net periodic benefit cost:

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Service cost	$	488		$	431		$	1,468		$	1,293
Interest cost	219			173			659			526
Expected return on plan assets	(142		)	(117		)	(428		)	(359		)
Amortization of actuarial gain	(40		)	(37		)	(119		)	(114		)
Net gratuity cost	$	525		$	450		$	1,580		$	1,346

Change in Plan Assets

Change in Plan Assets
Plan assets at January 1, 2019	$	7,420
Actual return	356
Employer contribution	1,884
Benefits paid*	(670		)
Effect of exchange rate changes	(134		)
Plan assets at September 30, 2019	$	8,856

*Benefit payments were substantially made through the plan assets during the nine months ended September 30, 2019.

XML

Income Taxes

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company determines the tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates its estimate of annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment.

The Company recorded income tax expense of $5,701 and $5,739 for the three months ended September 30, 2019 and 2018, respectively. The effective tax rate decreased from 27.3% during the three months ended September 30, 2018 to 23.0% during the three months ended September 30, 2019, primarily due to the benefits from higher tax incentives in India and the U.S., and lower tax rates for qualifying Indian subsidiaries, offset by lower excess tax benefit during the three months ended September 30, 2019.

The Company recorded income tax expense of $12,571 and $6,796 for the nine months ended September 30, 2019 and 2018, respectively. The effective tax rate increased from 11.4% during the nine months ended September 30, 2018 to 21.3% during the nine months ended September 30, 2019, primarily as a result of (i) an adjustment of $4,836 reducing the provisional transition tax on the mandatory deemed repatriation of accumulated earnings and profits ("E&P") of foreign subsidiaries recognized during the nine months ended September 30, 2018 and (ii) the recording of excess tax benefits related to stock awards of $5,438 pursuant to ASU No. 2016-09 during the nine months ended September 30, 2018 compared to $1,094 during the nine months ended September 30, 2019.

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Fixed Asset Commitments

At September 30, 2019, the Company has committed to spend approximately $5,906 under agreements to purchase property and equipment. This amount is net of capital advances paid in respect of these purchases.

Other Commitments

Certain units of the Company’s Indian subsidiaries were established as 100% Export-Oriented units or under the Software Technology Parks of India (“STPI”) scheme promulgated by the Government of India. These units are exempt from customs, central excise duties, and levies on imported and indigenous capital goods, stores, and spares. The Company has undertaken to pay custom duties, service taxes, levies, and liquidated damages payable, if any, in respect of imported and indigenous capital goods, stores and spares consumed duty free, in the event that certain terms and conditions are not fulfilled. The Company’s management believes, however, that these units have in the past satisfied and will continue to satisfy the required conditions.

The Company’s operations centers in the Philippines are registered with the Philippine Economic Zone Authority (“PEZA”). The registration provides the Company with certain fiscal incentives on the import of capital goods and requires ExlService Philippines, Inc. to meet certain performance and investment criteria. The Company’s management believes that these centers have in the past satisfied and will continue to satisfy the required criteria.

In March 2017, the Company was named as a defendant in a putative class action lawsuit filed in California, which challenged the classification of independent contractors. The parties participated in a mediation in early 2018. As the result of the mediation, a settlement was reached pursuant to which the Company agreed, without admission of wrongdoing, to pay a total of $2,400, of which $1,200 was paid in 2018 and the remainder was paid during the three months ended March 31, 2019.

Contingencies

U.S. and Indian transfer pricing regulations require that any international transaction involving associated enterprises be at an arm’s-length price. Accordingly, the Company determines the appropriate pricing for the international transactions among its associated enterprises on the basis of a detailed functional and economic analysis involving benchmarking against transactions among entities that are not under common control. The tax authorities have jurisdiction to review this arrangement and in the event that they determine that the transfer price applied was not appropriate, the Company may incur increased tax liability, including accrued interest and penalties. The Company is currently involved in disputes with the Indian tax authorities over the application of some of its transfer pricing policies for some of its subsidiaries. Further, the Company and a U.S. subsidiary are engaged in tax litigation with the income-tax authorities in India on the issue of permanent establishment. The Company is subject to taxation in the United States and various states and foreign jurisdictions. For the U.S. and India, tax year 2015 and subsequent tax years remain open for examination by the tax authorities as of September 30, 2019.

The aggregate amount demanded by Income tax authorities (net of advance payments, if any) from the Company primarily related to its transfer pricing issues for tax years 2003 to 2015 and its permanent establishment issues for tax years 2003 to 2007 as of September 30, 2019 and December 31, 2018 is $16,077 and $18,177, respectively, of which the Company has made payments or provided bank guarantees to the extent of $8,148 and $8,171, respectively. Amounts paid as deposits in respect of such assessments aggregating to $6,279 and $6,272 as of September 30, 2019 and December 31, 2018, respectively, are included in “Other assets” and amounts deposited for bank guarantees aggregating to $1,869 and $1,899 as of September 30, 2019 and December 31, 2018, respectively, are included in “Restricted cash” in the non-current assets section of the Company’s unaudited consolidated balance sheets.

Based on the facts underlying the Company’s position and its experience with these types of assessments, the Company believes that its position will more likely than not be sustained upon final examination by the tax authorities based on its technical merits as of the reporting date and accordingly has not accrued any amount with respect to these matters in its unaudited consolidated financial statements. The Company does not expect any impact from these assessments on its future income tax expense. It is

possible that the Company might receive similar orders or assessments from tax authorities for subsequent years. Accordingly, even if these disputes are resolved, the Indian tax authorities may still serve additional orders or assessments.

During the quarter ended March 31, 2019, there was a judicial pronouncement in India with respect to defined contribution benefits payments interpreting certain statutory defined contribution obligations of employees and employers. It is unclear whether the interpretation set out in the pronouncement has retrospective application. If applied retrospectively, the interpretation may result in a significant increase in contributions payable by the Company for past periods for certain of its India-based employees. There are numerous interpretative challenges concerning the retrospective application of the judgment. Due to such challenges and a lack of interpretive guidance, and based on legal advice, the Company believes it is currently impracticable to reliably estimate the timing and amount of any payments the Company may be required to make. Accordingly, the Company will re-evaluate the amount of a potential provision, if any, upon further developments.

From time to time, the Company and/or its present officers or directors, on individual basis, may be or have been, named as a defendant in litigation matters, including employment-related claims. The plaintiffs in those cases seek damages, including, where applicable, compensatory damages, punitive damages and attorneys’ fees. With respect to pending litigation matters as of the reporting date, the Company believes that the damages amounts claimed in such cases are not meaningful indicators of the potential liabilities of the Company, that these matters are without merit, and that the Company intends to vigorously defend each of them.

The outcomes of legal actions are unpredictable and subject to significant uncertainties, and thus it is inherently difficult to determine the likelihood of the Company incurring a material loss or quantification of any such loss. With respect to pending litigation matters as of the reporting date, based on information currently available, including the Company’s assessment of the facts underlying each matter and advice of counsel, the amount or range of reasonably possible losses, if any, cannot be reasonably estimated. Based on the Company’s assessment, including the availability of insurance recoveries, the Company’s management does not believe that currently pending litigation, individually or in aggregate, will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

XML

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Numerators:
Net income	$	19,044	$	15,249	$	46,303	$	52,869
Denominators:
Basic weighted average common shares outstanding	34,322,449		34,458,520		34,382,787		34,472,232
Dilutive effect of share based awards	377,048		749,471		362,181		745,582
Diluted weighted average common shares outstanding	34,699,497		35,207,991		34,744,968		35,217,814
Earnings per share attributable to ExlService Holdings Inc. stockholders:
Basic	$	0.55	$	0.44	$	1.35	$	1.53
Diluted	$	0.55	$	0.43	$	1.33	$	1.50
Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share	—		256		141,834		161,792

XML

Business Combinations, Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2019

Business Combination, Goodwill And Intangible Assets Disclosure [Abstract]

Business Combinations, Goodwill and Intangible Assets

Business Combinations, Goodwill and Intangible Assets

SCIOinspire Holdings Inc.

On July 1, 2018, the Company, through its wholly owned subsidiary ExlService.com, LLC (“Buyer”) and Buyer’s wholly owned subsidiary, ExlService Cayman Merger Sub, completed the acquisition of SCIO pursuant to an Agreement of Merger dated April 28, 2018 (the "Merger Agreement"). ExlService Cayman Merger Sub, merged with and into SCIO, with SCIO surviving the merger as a wholly-owned subsidiary of the Buyer.

SCIO is a health analytics solution and services company serving healthcare organizations including providers, health plans, pharmacy benefit managers, employers, health services and global life sciences companies. The acquisition is expected to significantly strengthen the Company’s capability in the high growth cost optimization and care optimization markets. The acquisition of SCIO is included in the Analytics reportable segment.

The aggregate purchase consideration was $245,044, including cash and cash equivalents acquired and post-closing adjustments. The aggregate base purchase consideration payable at closing of the merger was $236,500 based on completion of diligence, which was adjusted based on, among other things, SCIO’s cash, debt, working capital position and other adjustments as of the Closing as set forth in the Merger Agreement. To finance the acquisition at Closing, the Company utilized its revolving Credit Facility in the amount of $233,000, issued 69,459 shares of restricted common stock of the Company in the amount of $4,080 and paid the balance with available cash on hand.

Pursuant to the Company’s business combinations accounting policy, the total purchase consideration for SCIO was allocated to identifiable net tangible and intangible assets based upon their preliminary fair values. The excess of the purchase consideration over fair value of identifiable net tangible and intangible assets was recorded as goodwill. In order to allocate the consideration transferred for SCIO, the fair values of all identifiable assets and liabilities were established. For accounting and financial reporting

purposes, fair value is defined under ASC No. 820, Fair Value Measurement and Disclosure, as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results.

The Company’s purchase price allocation to net tangible and intangible assets of SCIO is as follows:

Assets:
Cash and cash equivalents	$	9,842
Restricted cash	2,790
Accounts receivable	19,924
Other current assets	2,076
Property and equipment	1,824
Other assets	1,751
Intangible assets
Customer relationships	47,800
Developed technology	21,400
Trade names and trademarks	3,700
	111,107
Liabilities:
Current liabilities	(12,482		)
Deferred tax liabilities, net	(17,132		)
Other non-current liabilities	(200		)
	(29,814		)
Net assets acquired	$	81,293
Goodwill	163,751
Total purchase consideration	$	245,044

The fair values of the trade names and trademarks intangible assets were determined by using an “income approach”, specifically the relief-from-royalty approach. The basic principle of the relief-from-royalty method is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments. Therefore, a portion of SCIO’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the firm’s ownership. The trade names and trademarks are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 3 years.

The fair values of the developed technology intangible assets were also determined by the relief-from-royalty approach. Similarly, this approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of the technology. Therefore, a portion of SCIO’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the firm’s ownership of the technology. The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 5 years.

The fair values of the customer relationships were determined by using an “income approach”, specifically the Multi-Period Excess Earnings Method ("MPEEM"). The MPEEM is a specific application of the discounted cash flow method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting Contributory Asset Charges ("CAC"). The principle behind a CAC

is that an intangible asset ‘rents’ or ‘leases’ from a hypothetical third party all the assets it requires to produce the cash flows resulting from its development, that each project rents only those assets it needs (including elements of goodwill) and not the ones that it does not need, and that each project pays the owner of the assets a fair return on (and of, when appropriate) the value of the rented assets. The customer relationship assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 10 years.

The goodwill recognized is attributable primarily to expected synergies from continuing operations of SCIO and the Company. The amount of goodwill recognized from SCIO's acquisition is not deductible for tax purposes. The goodwill has been assigned to our Analytics reportable segment based upon the Company’s assessment of nature of services rendered by SCIO.

Goodwill

The following table sets forth details of changes in goodwill by reportable segment of the Company:

	Insurance			Healthcare			TT&L			F&A			All Other		Analytics		Total
Balance at January 1, 2018	$	38,333		$	35,233		$	13,679		$	48,372		$	5,326	$	63,538	$	204,481
Acquisitions	—			—			—			—			—		163,751		163,751
Measurement period adjustments	—			(1,728		)	—			—			—		—		(1,728		)
Currency translation adjustments	(130		)	—			(982		)	(1,179		)	—		—		(2,291		)
Impairment charges	—			(14,229		)	—			—			—		—		(14,229		)
Balance at December 31, 2018	$	38,203		$	19,276		$	12,697		$	47,193		$	5,326	$	227,289	$	349,984
Currency translation adjustments	(91		)	—			(165		)	(198		)	—		—		(454		)
Balance at September 30, 2019	$	38,112		$	19,276		$	12,532		$	46,995		$	5,326	$	227,289	$	349,530

During the fourth quarter of 2018, the Company performed its annual impairment test of goodwill for all its reporting units. Based on the results, the fair values of each of the Company’s reporting units exceeded their carrying values except for the Health Integrated reporting unit, within the Healthcare operating segment. The primary factors contributing to a reduction in the fair value of the Health Integrated reporting unit were: (i) revenues and profitability in 2018 were significantly lower than the Company’s budget; and (ii) significant changes to the Company's estimated future cash flows and long-term growth assumptions for the Health Integrated reporting unit driven by loss of customer contracts, cost pressures and the Company’s most recent views of the long-term outlook for the Health Integrated business. As a result of this analysis, the Company recognized a goodwill impairment charge of $14,229 during the fourth quarter to write down the carrying value of Health Integrated’s goodwill to its fair value of $nil as of December 31, 2018. This impairment charge was recorded in the consolidated statements of income under "Impairment and restructuring charges".

As of September 30, 2019, the Company believes no other goodwill impairment exists, apart from the impairment charges discussed above, and that the remaining goodwill is recoverable for all of its reporting units; however, there can be no assurances that additional goodwill will not be impaired in future periods. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods.

Intangible Assets

Information regarding the Company’s intangible assets is set forth below:

	As of September 30, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	119,282	$	(61,778	)	$	57,504
Developed technology	35,555		(17,989		)	17,566
Trade names and trademarks	5,480		(2,605		)	2,875
	$	160,317	$	(82,372	)	$	77,945
Indefinite-lived intangible assets:
Trade names and trademarks	900		—			900
Total intangible assets	$	161,217	$	(82,372	)	$	78,845

	As of December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	129,790	$	(56,367	)	$	(5,549	)	$	67,874
Leasehold benefits	2,644		(2,567		)	—			77
Developed technology	37,154		(14,653		)	—			22,501
Non-compete agreements	2,045		(1,937		)	—			108
Trade names and trademarks	9,639		(5,326		)	(278		)	4,035
	$	181,272	$	(80,850	)	$	(5,827	)	$	94,595
Indefinite-lived intangible assets:
Trade names and trademarks	900		—			—			900
Total intangible assets	$	182,172	$	(80,850	)	$	(5,827	)	$	95,495

The amortization expense for the period is as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Amortization expense	$	5,502	$	6,718	$	16,584	$	14,426

During the fourth quarter of 2018, the Company recognized impairment charges of $5,549 and $278 related to its customer relationships and trademarks intangible assets, respectively, in the Health Integrated reporting unit, within the Healthcare operating segment. The Company tested these intangible assets for recoverability due to indicators warranting the impairment test such as: (i) revenues and profitability in 2018 were significantly lower than the Company’s budget, and (ii) significant changes to the Company's estimated future cash flows and long-term growth assumptions for the Health Integrated reporting unit driven by loss of customer contracts, cost pressures and the Company’s most recent views of the long-term outlook for the Health Integrated business. Based on the results of its testing, the Company determined that the carrying value of the intangible assets was not recoverable, and an impairment charge was recorded to the extent that carrying value exceeded estimated fair value. This impairment charge was recorded in the consolidated statements of income under "Impairment and restructuring charges". Subsequent to the impairment test, Health Integrated reporting unit’s customer relationships and trademarks intangibles assets were reduced to $nil as of December 31, 2018.

The remaining weighted average life of intangible assets is as follows:

	(in years)
Customer relationships	7.72
Developed technology	3.83
Trade names and trademarks (Finite lived)	2.56

Estimated future amortization expense related to intangible assets as of September 30, 2019 is as follows:
2019 (October 1 - December 31)	$	4,963
2020	14,422
2021	12,731
2022	11,325
2023	9,036
2024 and thereafter	25,468
Total	$	77,945

XML

Earnings Per Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common shares plus the potentially dilutive effect of common stock equivalents (outstanding stock options, restricted stock and restricted stock units) issued and outstanding at the reporting date, using the treasury stock method. Common stock equivalents that are anti-dilutive are excluded from the computation of weighted average shares outstanding.

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Numerators:
Net income	$	19,044	$	15,249	$	46,303	$	52,869
Denominators:
Basic weighted average common shares outstanding	34,322,449		34,458,520		34,382,787		34,472,232
Dilutive effect of share based awards	377,048		749,471		362,181		745,582
Diluted weighted average common shares outstanding	34,699,497		35,207,991		34,744,968		35,217,814
Earnings per share attributable to ExlService Holdings Inc. stockholders:
Basic	$	0.55	$	0.44	$	1.35	$	1.53
Diluted	$	0.55	$	0.43	$	1.33	$	1.50
Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share	—		256		141,834		161,792