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