What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-02-25 compared with 2020-02-27 · 20 added, 68 removed, 39 unchanged (69% of the section changed)

8 unchanged sentences

The approval authorized stock repurchases of up to $40 million in each of 2018 and 2019.

The Company has structured open market purchases under the 2017 Repurchase Program to comply with Rule 10b-18 under the Exchange Act.

On December 16, 2019, the Company’s Board of Directors authorized a $200 million common stock repurchase program beginning January 1, 2020 through December 31, 2022 (the “2019 Repurchase Program” and together with the 2017 Repurchase Program, the “Repurchase Programs”).

Under the Repurchase Programs, shares may be purchased by the Company from time to time from the open market and through private transactions, or otherwise, as determined by the Company’s management as market conditions warrant.

The Company has structured open market purchases under the Repurchase Programs to comply with Rule 10b-18 under the Exchange Act.

Repurchases may be discontinued at any time by management.

On December 16, 2019 , the Company’s Board of Directors authorized a $200 million common stock repurchase program beginning January 1, 2020 through December 31, 2022.

The shares may be purchased by the Company from time to time from the open market and through private transactions, or otherwise, as determined by the Company’s management as market conditions warrant.

Repurchased shares under the 2017 Repurchase Program are recorded as treasury shares and are held until our Board of Directors designates that these shares be retired or used for other purposes.

Repurchased shares under the Repurchase Programs are recorded as treasury shares and are held until our Board of Directors designates that these shares be retired or used for other purposes.

The following table provides information regarding the purchase of equity securities by the Company during the three months ended December 31, 2020:

Total Number of

Shares Purchased

Average Price

Paid per share

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

Period Total Number of

Shares Purchased Average Price

Paid per share 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

October 1, 2020 through October 31, 2020 196,397 $ 71.76 196,397 $ 149,016,955

November 1, 2020 through November 30, 2020 (1)

182,726 $ 81.47 182,075 $ 134,182,042

December 1, 2020 through December 31, 2020 (1)

142,141 $ 84.89 141,341 $ 122,182,054

Total 521,264 $ 78.75 519,813 —

(1 ) Includes 1,451 shares of the Company’s common stock acquired by the Company at the price of $82.01 in connection with satisfaction of tax withholding obligations on vested restricted stock.

Price paid per share for the restricted stock was the average of high and low price of common stock on the trading day prior to the vesting date of the restricted stock units.

During the year ended December 31, 2019 , the Company purchased 643,486 shares of its common stock under the 2017 Repurchase Program, for an aggregate purchase price of approximately $39.9 million including commissions, representing an average purchase price per share of $61.96 .

Price paid per share for the restricted stock was the closing price of common stock on the trading day prior to the vesting date of the restricted stock units.

During the year ended December 31, 2020, the Company purchased 1,085,153 shares of its common stock under the 2019 Repurchase Program, for an aggregate purchase price of $77.8 million including commissions, representing an average purchase price per share of $71.71.

During the year ended December 31, 2020, the Company purchased 28,052 shares from employees in connection with withholding tax payments related to the vesting of restricted stock units for a total consideration of $2.1 million.

2 unchanged sentences

The following table provides information as of December 31, 2020 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

For a description of our equity compensation plans, see Note 23 to our consolidated financial statements.

Plan Category

Number of Securities

For a description of our equity compensation plans, see Note 23 - Stock Based Compensation to our consolidated financial statements.

Plan Category Number of Securities

to be Issued Upon

Exercise/Vesting of

Options, Warrants and Rights*

Options, Warrants and Rights* Weighted

Average Exercise

Options, Warrants and Rights

Number of Securities

Options, Warrants and Rights Number of Securities

Remaining Available for Future

4 unchanged sentences

Equity compensation plans not approved by security holders — — —

Total 1,328,328 $ 25.43 2,333,557

* This includes outstanding options and unvested Restricted Stock Units, which include Time-Based Restricted Stock Units and Performance Restricted Stock Units.

See Note 23 to our consolidated financial statements for further details.

See Note 23 - Stock Based Compensation to our consolidated financial statements for further details.

Performance Graph

8 unchanged sentences

Selected Financial Data

The following table sets forth our selected consolidated historical financial data as of the dates and for the periods indicated.

Our selected consolidated financial data set forth below as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019 has been derived from our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our selected consolidated financial data set forth below as of December 31, 2017, 2016 and 2015 and for years ended December 31, 2016 and 2015 is derived from our audited financial statements, which are not included in this Annual Report on Form 10-K.

Our selected consolidated financial information for 2019, 2018 and 2017 should be read in conjunction with our consolidated financial statements and the notes thereto and “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this Annual Report on Form 10-K.

Year ended December 31,

(in millions, except share and per share data)

Consolidated Statements of Income Data (1)

Revenues, net

Cost of revenues (2)

Gross profit (2)

General and administrative expenses

Selling and marketing expenses

Depreciation and amortization expense

Impairment and restructuring charges

Income from operations

Foreign exchange gain, net

Interest expense

Other income, net

Income before income tax expense and earnings from equity affiliates

Income tax expense

Income before earnings from equity affiliates

Loss from equity-method investment

Net income attributable to ExlService Holdings, Inc.

Earnings per share attributable to ExlService Holdings, Inc.

stockholders:

Weighted-average number of shares used in computing earnings per share attributable to ExlService Holdings Inc.

stockholders:

(1) Results of operations of acquired businesses have been recorded in the financial statements since the date of acquisition.

Refer to Note 10 to the consolidated financial statements.

(2) Exclusive of depreciation and amortization expense.

(3) Adjusted pursuant to adoption of ASU No.

2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost.

Refer to Note 27 to our consolidated financial statements.

As of December 31,

(in millions)

Consolidated Balance Sheets Data:

Cash and cash equivalents (1)

Working capital (2)

Total assets (3)

Other long term obligations (4)

Stockholders’ equity

(1) Cash and cash equivalents does not include restricted cash.

(2) Working capital means total current assets less total current liabilities.

(3) On January 1, 2019, we adopted Accounting Standards Update No.

2016-02, Leases (Topic 842), which led to recognition of right-of-use assets in the consolidated balance sheets.

Prior period amounts have not been adjusted under the modified retrospective method.

(4) Other long term obligations include operating lease liabilities, unrecognized tax benefits, retirement benefits, deferred rent, unrealized losses on derivatives financial instruments, income taxes payable and other long-term liabilities.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity