Innodata Annual Report 2010

FY2010 Annual Report · Innodata

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ANNUAL REPORT 2010

Change is Already Here

Helping Our Customers Keep Pace
Media, publishing and information services companies are
undergoing massive change as technology and globalization
combine to generate new opportunities and increased
competition. In response, they are building a new generation
of content-rich products and services. They are also
reconceiving their legacy offerings to better position them-
selves for growth.

Our outsourced editorial and production services are
provided via a global delivery platform that combines the
right people in the right locations with industry-leading tools
and workflows. We have hundreds of subject matter experts
with advanced degrees in areas such as law, finance and
medicine, who deliver high-end analytical, editorial and
authoring capabilities that meet the needs of demanding
audiences.

Innodata Isogen works with market leaders in these
industries to develop and maintain products and services
that meet the emerging demand for comprehensiveness,
accessibility and mobility.

We have also become a leader in eBook services, fulfilling
the production needs of leading publishers, retailers and
device manufacturers.

Struggling with how to streamline operations? Our consulting
staff provides expert analysis of process and workflows,
helping to reengineer legacy processes and supply chains
to reduce cost, speed time-to-market, and deliver innovative
products.

Endeavoring to develop new mobile and tablet information
applications? Our content technologies group helps clients
navigate an array of technologies to build best-in-class
mobile applications.

Desiring to reduce cost to fund new initiatives? Our
outsourcing group integrates with clients’ core editorial and
production functions, enabling our clients to reduce cost
while increasing timeliness and quality.

We also work with other knowledge-intensive organizations,
including government agencies, law firms, financial services
firms, technology and telecommunications companies, and
healthcare institutions.

Our Global Resources
Our consulting and content technologies teams are com-
prised of selectively-chosen industry experts with many
years of domain experience and technology know-how.

Our Evolution in Context
Originally started as an offshore digital conversion company,
we reinvented ourselves several times over the past decade
to keep pace with our clients’ changing needs. We migrated
from digitization services to become experts at information
exchange standards such as XML; we built high-end
expert analytical and editorial capabilities across several
specialized domains; we integrated high-end technology and
consulting practices to enable us to serve our clients strategi-
cally as well as tactically.

industrial society (where knowledge,

Information companies, as well as other knowledge-intensive
organizations, continue to navigate a fundamental transition
from a print-based industrial society to an information
technology-based
not just content, proliferates). Within these companies, funda-
mental asymmetries persist between business prac-
tices of the past (that are the legacies of a print-based model)
and business practices of the future (that support the efficient
creation and management of knowledge). To fully enable this
shift, there’s a need for the kind of innovation that Innodata
Isogen can provide.

We’re excited by the prospects that this shift presents for our
company and the opportunity we have to become increas-
ingly relevant to our expanding roster of important clients.

Fellow Shareholders,

Writing this letter gives me an opportunity to take stock of the
business from a “30,000 foot” level — to share with you a
perspective on what we’ve accomplished, what remains to be
accomplished, and what we’re doing
the
challenges that we confront.

to address

The most notable accomplishment over the past several
years is, without doubt, our steady evolution from a provider
of simple digital conversion services to a provider of progres-
sively more strategic, higher-value engagements.

From the time we started the business until just several years
ago, paper-to-digital conversion comprised the vast majority
of the work we performed. Touring an offshore Innodata
Isogen production facility during this period, you would have
been taken aback by massive piles of paper everywhere in
queue for keyboarding or scanning.

“The most notable accomplishment over the past
several years is our steady evolution from a
provider of simple digital conversion services to
a provider of progressively more strategic,
higher-value engagements.”

If this was our “Act I”, our “Act II” was content enhance-
ment — beginning with XML markup and progressing to
specific analytic services for enhancing legal, financial
and medical information. Instead of entry-level staff digit-
izing documents, our business developed into financial
experts, attorneys and physicians analyzing and creating
content, on an outsourced basis, for some of the world’s
leading information products.

Our “Act III” — which has been our focus over the past 24
months — has been consulting services, content technology
services and ePublishing (eBook) services. The idea behind
consulting services was that our clients needed strategic,
not just tactical, help. Technology services made sense
because increasingly our clients were seeking ways to
leverage technology both within their operations and within
their product offerings. Providing a combination of consulting
services,
technology services and outsourced content
services, we reasoned, would result in our bringing the most
value to clients. We refer to this as “integrated services.”
ePublishing, we reasoned, was still in its nascence, and by

continuing to invest in ePublishing capabilities we would align
with a significant trend that would be influencing content
business for years to come.

In 2010, our investment in these areas resulted in the
following important wins:

•

The United States Government Printing Office (GPO)
selected us — in a stiff competition that included several
billion-dollar systems integrators — to help them use new
technologies to publish more information, with greater
speed, across new platforms.

A $5 billion global information services leader — who
provides complex products that serve the legal, financial
and scientific communities — selected us to lead a multi-
transformation
year, multi-country, multi-business-unit
program focusing on future content architectures, new
business processes and new content technologies.

Apple chose us as their ePublishing partner to provide
online ePublishing services for the iBookstore. Working
closely with Apple’s executives, we designed a managed
service that enables Apple’s customers to connect to us
directly from Apple’s iTunes Connect website in order to
upload content to us in virtually any format which we then
convert and upload to the iBookstore.

While we showed progress on the strategic front, building
new high-value service areas and proving the strength of our
execution through important wins, we were unsuccessful at
eliminating the risk of high revenue dependence on too few
customers. In fiscal year 2009, one client represented 34% of
our total revenue and another represented 10% of our total
revenue. That our concentration was with long-time clients,
that we had grown revenues with them significantly over the
past four years, and that the nature of much of our work was
ongoing, proved insufficient to mitigate the downside risks.
As the global economic downturn took its toll on businesses
everywhere, one client significantly reduced its ongoing new
product development. Another client unexpectedly cancelled
a new $6 million+ contract. This “one-two” punch dealt a
painful blow to our economics, leaving us short on revenue
and long on infrastructure costs in a downturned economy.

As a result, after three straight years of successive growth in
revenue and earnings, in 2010 our revenue declined sharply,

from $76.7 million in 2009 to $61.5 million in 2010, a 20%
decline, and our earnings declined from $7.3 million in 2009
to a loss of $750,000 in 2010.

built around differentiating IP, relying on technology at their
core and scaling effectively. This “Act IV” is something we’re
very excited about.

The Innodata Isogen management team is committed to
building a company comparable in reputation to some of the
world’s leading global services companies. We are embark-
ing upon an ambitious three-year strategy designed to
accomplish just that. We are targeting achieving revenues in
excess of $100 million within the next three years. If we are
successful, which we intend to be, substantial benefits will
inure to our shareholders.

Thanks very much,

Jack Abuhoff

Chairman & CEO

Notwithstanding the magnitude of this setback, we stayed the
course with investments we were making, and we’re glad we
did. First, the “wins” I listed earlier are a direct result of our
investments. Second, we believe we have a set of capabilities
to drive diversified growth (helping to cushion us from
unexpected revenue volatility) and to drive progressively
higher margins.

We believe that our “integrated services” represent the right
recipe for the right time: there’s an unprecedented level of
change taking place within the publishing and information
industry — new devices, new media and new business
models are emerging that present both threats and opportu-
nities for our customer base. Increasingly, our customers
require not just tactical help, but “strategic” help — help
conceiving operational and technology strategies for reduc-
ing costs associated with current operations and creating
information products designed to appeal to a next generation
of information customers. We believe we now have the
breadth of skills to serve our clients both tactically as well
as strategically. While we enjoy a reputation with our clients
for agility, dependability and professionalism, through our
“integrated services” we intend to earn a reputation for
radical innovation, as well.

“The Innodata management team is committed
to building a company comparable in reputation
to some of the world’s leading global services
companies.”

This year, we will continue to leverage our investment in
integrated services to accelerate revenue diversification,
drive growth and improve margins. At the same time, we will
be extending into new verticals that are outside information
and publishing, yet require our core capabilities in content
technologies and information analysis of legal, financial and
medical information. This is something we’ve been quietly
investing in over the past year. As we begin to show our hand
here, you’ll see that we’re making a series of bets in new
areas promoted by a new level of entrepreneurism within the
company. You can expect that these new offerings will be

Executive Leadership

Jack S. Abuhoff
President & Chief Executive Officer

Ashok Kumar Mishra
Executive Vice President & Chief Operating Officer

O’Neil Nalavadi
Senior Vice President & Chief Financial Officer

Jim Lewis
Senior Vice President, Sales & Marketing

Stephen Ryden-Lloyd
Senior Vice President, Consulting Practice

Michael Abell
Senior Vice President, Technology Services

Board of Directors

Jack S. Abuhoff
Chairman of the Board
President & CEO of Innodata Isogen

Haig S. Bagerdjian
Director & Chair of the Acquisition Committee
Chairman, President & CEO of Point.360

Louise C. Forlenza
Director & Chair of the Audit Committee
Former CFO of Intercontinental Exchange Partners

Stewart R. Massey
Director & Chair of the Compensation Committee
Partner & Co-founder of Massey Quick and Co.

Todd H. Solomon
Lead Independent Director
& Chair of the Nominating Committee
Founder of Innodata Isogen

Public Information

Ownership
Public

Listing Market
NASDAQ National Market

Ticker Symbol
INOD

Founded
1988

IPO
1992

Shares Outstanding
Approximately 25 million

Anthea C. Stratigos
Director
Co-founder & CEO of Outsell, Inc.

Revenues
$62 million (2010)

Other Information

Clients
Approximately 170 leading commercial publishers and
other information-intensive organizations

People
More than 5,000 people in the United States, Europe
and Asia

Locations
Offices and operations in the United States,
the Philippines, India, Sri Lanka and Israel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(Mark One)
(cid:59) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

(cid:134) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FORM 10-K

Commission file number 0-22196

INNODATA ISOGEN, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

Three University Plaza
Hackensack, New Jersey
(Address of principal executive offices)

(201) 371-8000
(Registrant's telephone number)

13-3475943
(I.R.S. Employer Identification No.)

07601
(Zip Code)

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class
Common Stock $.01 par value

Name of Each Exchange on Which Registered

The Nasdaq Stock Market, LLC

Securities registered under Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes (cid:134) No (cid:59)(cid:59)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes (cid:134) No (cid:59)

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 past twelve 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 (cid:59) No (cid:134)

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 (cid:133) No (cid:133)

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:59)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer (cid:134)

Non-accelerated filer (cid:134) Smaller reporting company (cid:134)

Accelerated filer (cid:59)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes (cid:134) No (cid:59)

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing
price reported on the Nasdaq Stock Market on June 30, 2010) was $58,318,712.

The number of outstanding shares of the registrant’s common stock, $.01 par value, as of January 31, 2011 was 25,154,853.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for the 2011 Annual Meeting of Stockholders are incorporated by
reference in Items 10,11,12,13 and 14 of Part III of this Form 10-K.

INNODATA ISOGEN, INC
Form 10-K
For the Year Ended December 31, 2010

TABLE OF CONTENTS

Part I

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Item 5

Item 6.
Item 7.

Item 7A.
Item 8.
Item 9.

Item 9A.

Item 9B.

Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Reserved

Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Report of Management on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Other Information

Part III

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services

Item 15.

Exhibits, Financial Statement Schedules

Part IV

Signatures

Page
1
8
18
18
18
18

20
22

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35
35

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36
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38

39
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39

PART I

Disclosures in this Form 10-K contain certain forward-looking statements, including without limitation,
statements concerning our operations, economic performance, and financial condition. These forward-
looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The words “estimate,” “believe,” “expect,” and “anticipate” and other similar
expressions generally identify forward-looking statements, which speak only as of their dates.

These forward-looking statements are based largely on our current expectations, and are subject to a number
of risks and uncertainties, including without limitation, the primarily at-will nature of the Company’s
contracts with its customers; and the ability of customers to reduce, delay or cancel projects, including
projects that the Company regards as recurring; continuing revenue concentration in a limited number of
clients; continuing reliance on project-based work; inability to replace projects that are completed, cancelled
or reduced; depressed market conditions; changes in external market factors; the ability and willingness of
our clients and prospective clients to execute business plans which give rise to requirements for digital
content and professional services in knowledge processing; difficulty in integrating and deriving synergies
from acquisitions; potential undiscovered liabilities of companies we acquire; changes in our business or
growth strategy; the emergence of new or growing competitors; various other competitive and technological
factors; and other risks and uncertainties set forth under “Risk Factors.”

Our actual results could differ materially from the results referred to in the forward-looking statements. In
light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-
looking statements contained in this release will occur.

We undertake no obligation to update or review any guidance or other forward-looking information, whether
as a result of new information, future developments or otherwise.

Item 1. Description of Business.

Business Overview

We provide publishing and related information technology (“IT”) services, as well as knowledge
process outsourcing (“KPO”) services, that help leading media, publishing and information services
companies create, manage and distribute their products. We also provide our services to organizations in other
information-intensive industries, such as technology, manufacturing, aerospace, defense, government, law and
intelligence.

We help our clients address market opportunities, respond to competitive challenges, lower costs,
realize productivity gains and improve operations, thereby enabling them to compete more effectively in
demanding global markets.

Our publishing services include digitization, conversion, composition, data modeling and XML
encoding. Our KPO services include research and analysis, authoring, copy-editing, abstracting, indexing and
other content creation activities. We often combine publishing services and KPO services within a single
client engagement, providing an end-to-end content supply chain solution.

Our staffs of IT systems professionals design, implements, integrates and deploy systems and

technologies used to improve the efficiency of authoring, managing and distributing content.

We use a distributed global resource model. Our onshore workforce (consisting of consultants,
information architects, solution architects, and program managers) works from our North American and
European offices, as well as from client sites. Our distributed global workforce (consisting of encoders,

graphic artists, project managers, programmers, data architects performing publishing services, and advanced
degree holders such as physicians, attorneys, MBAs and engineers who perform our KPO services) deliver
those services from our ten offshore facilities in India, the Philippines, Sri Lanka and Israel.

Services that are ongoing in nature generate what we regard as recurring revenues. Services that
terminate upon completion of a defined task generate what we regard as project, or non-recurring, revenues.
Approximately 72% of our revenues were recurring in the fiscal year ended December 31, 2010 as compared to
65% in the fiscal year ended December 31, 2009 and 73% in the fiscal year ended December 31, 2008.

Our business is organized and managed around three vectors: a vertical industry focus, a horizontal

service/process focus, and a focus on supportive operations.

Our vertically-aligned groups understand our clients’ businesses and strategic initiatives and are able to
help them meet their goals. With respect to media, publishing and information services, for example, we have
continued to hire experts out of that sector to establish solutions and services tailored to companies in that sector.
They work with many of the world’s leading media, publishing and information services companies, dealing
with challenges involving new product creation, product maintenance, digitization, content management and
content creation.

Our service/process-aligned groups are comprised of engineering and delivery personnel responsible for
creating the most efficient and cost-effective custom workflows. These workflows integrate proprietary and
third-party technologies, while harnessing the benefits of a globally distributed workforce. They are responsible
for executing our client engagements in accordance with our service-level agreements and ensuring client
satisfaction.

Our support groups are responsible for managing a diverse group of enabling functions, including

human resources and recruiting, global technology infrastructure and physical infrastructure and facilities.

Our Opportunity

Media, publishing and information services companies, as well as companies in other content-
intensive sectors, are continually seeking effective ways to address market opportunities and respond to
competitive conditions. They are seeking to adapt to new technologies, reduce content costs, accelerate
delivery times, and improve quality. They view outsourcing, technology and process re-engineering as crucial
strategies for accomplishing these objectives.

The trend toward outsourcing has accelerated in recent years. Businesses are outsourcing their internal
processes – often to offshore providers – to improve productivity and manage costs. By leveraging offshore
talent, companies may boost profitability, productivity, quality levels, business value and performance. As
outsourcing to offshore providers has gained acceptance, a growing number of organizations have become
more confident in making the decision to outsource business operations to Asia and other high-value labor
markets. Moreover, the notion of what can be outsourced and the benefits that can be achieved via
outsourcing continue to expand. Client demands are evolving toward higher value-added and more complex
services including research and analysis, editorial tasks and other knowledge-based functions. This trend is
driven by competitive pressures as well as by advances in technology.

The KPO market is relatively young and is expected to continue expanding. An increasing number of
companies are outsourcing high-end knowledge work as they seek to gain cost-savings and operational
efficiencies and access the highly talented workforce in the Philippines, India and other countries. Universities
in those countries are graduating thousands of qualified lawyers, doctors and scientists each year. As technology
makes it possible to move vast amounts of data across the globe at relatively low cost, it is now quite cost
effective for companies to tap into this labor pool.

With respect to information and content processes, there is growing awareness that labor cost
reduction is only part of the solution. Advances in technologies for creating, managing, finding, sharing and
delivering content (including text analytics, semantic technologies and search technologies) have enabled
what were previously manual tasks to become either fully or partially automated.

As a result, content-driven companies, like media, publishing and information services companies, are
increasingly relying on service providers, such as Innodata Isogen, to provide both outsourcing and related IT
services.

To meet this demand, we have assembled dedicated teams of scientists, doctors, lawyers and other
subject matter experts, armed with an in-depth understanding of complex technical material. For increasing
numbers of clients, we are becoming an extended part of their work teams, helping them enhance and create
content, write technical documentation and deliver research and analysis services utilizing global resources as
well as advanced technologies.

Our Services

We believe that we have developed an effective set of core competencies that enable us to help
information-intensive companies reduce their operating costs, realize benefits of scale and flexible cost
structures and achieve significant process improvements. Our business model combines a global offshore staff,
on-site staff and technologists who integrate internally-developed and best-in-class third party products to
continually improve the efficiency of our processes.

We provide a broad and expanding range of publishing services, knowledge process outsourcing

services and engineering and consulting services.

Publishing Services – Our publishing services include activities such as digitization, conversion,
composition, data modeling and XML encoding. Typically, we bill clients for services based upon the units
of information we produce and deliver.

We are helping customers take advantage of the fast-growing eBook market by converting books into
eBook-ready formats. One of our customers, for example, is a global eBook retailer that offers a catalog of
over two million books on nearly any consumer device including dedicated readers, laptops, Blackberries,
iPads, iPhones and other emerging smart devices. We work with the leading manufacturers of reading devices
in the eBook market as well as manufacturers in the emerging category of tablet computers.

We also provide high volume, complex editorial services including authoring original material for
publishers. For a leading non-fiction media company, we write new articles and provide related editorial
services for one of their flagship properties, a leading educational website that attracts over 15 million unique
visitors per month.

Knowledge Processing Outsourcing (KPO) Services – Our KPO services specifically target processes
that demand advanced information analysis and interpretation, as well as judgment and decision-making. For
information and media companies, these services include content creation and enhancement, analytics,
taxonomy and controlled vocabulary development, hyperlinking, indexing, abstracting, technical writing and
editing, copy-editing and general editorial services, including the provision of synopses and annotations. These
services cover a wide spectrum of disciplines, including medicine, law, engineering, management, finance,
science and the humanities. To provide these services, we have organized knowledge teams that consist of
educated and highly trained people with expertise in relevant subjects. For example, we helped one of our clients
develop a new web-based information service that synthesizes sophisticated geo-spatial mapping with geological
and other scientific data to provide a new research tool to the energy exploration sector. We typically price our
knowledge services based on the quantity delivered or resources utilized.

In many of our engagements, we perform end-to-end services that combine publishing and KPO
services, using advanced technologies, to provide fully outsourced content supply chain solutions. For one
customer, a leading information services company, we are preparing abstracts of scientific journal articles, tens
of thousands per week, along with various indexing and metadata creation that enable our customer to offer an
online scholarly research platform to the worldwide scientific and academic library community.

We are also using our KPO delivery capabilities that we use to support information companies as a
springboard to enable us to enter new markets and provide new services. For example, we are using our legal
subject matter experts who deliver KPO services to media, publishing and information services companies to
also provide select KPO services - such as research and document review - to corporate law offices and law
firms.

In 2007, we launched a new KPO business area to provide technical communications services to
clients. This unit started as a technical writing service and has expanded to include technical editing, e-
learning, mobile and micro learning, translation and marketing communication services. The team has
expanded significantly since its inception to include project managers, writers and editors who work from
multiple locations across China, the Philippines, Sri Lanka, India, Israel and the United States.

Our team develops technical content for some of the most complex products in the high-tech market
today. As a partner to one of the world’s largest Internet equipment manufacturers, we create high quality
documentation and product communication materials for their global marketplace. We achieve superior
quality and economy through a global approach to development from the US, India, Israel, and the
Philippines. We have helped increase customer satisfaction ratings of our client's products while significantly
reducing their overall costs.

In another instance, we are providing technical writing services to a leading global technology
manufacturer. By locating teams in India where this client manufactures equipment, and our production
centers in other Asian locales, we have helped the company generate quality documentation – ensuring that its
customers use its products effectively – while also reducing our client’s overall costs.

We are also providing round-the-clock writing, editing, e-learning and IT service desk
troubleshooting documentation for one of the biggest video game companies in the world using our resources
in the US, Israel, Philippines and India.

Technology Services -- Our Technology Services area focuses on content technologies and related
workflow requirements for publishers. We have built, implemented and supported editorial and production
systems, portals, websites, mobile applications and new product platforms in collaboration with our clients. We
have a special focus on XML and related technologies, and a number of our engineering staff has played
leadership roles in the development of such structured information standards.

When working for clients, our developers provide IT services, including systems integration, custom
application development, applications maintenance, tool evaluation and training. We use a hybrid
onshore/offshore development approach that balances development costs with critical onsite project
management requirements.

For one customer, a leading global legal publisher, we supported development of a mobile application
strategy for delivering their content onto devices such as the iPad, Android and Windows Mobile units. We
recommended an ecosystem to support the delivery of live content to their eReader application, and developed a
content back end and related APIs used by devices to access content.

Our technology engineering teams also support our publishing services and KPO services by building
the workflow and tools that we utilize internally for projects that we perform for clients on an outsourced basis.
Their role in outsourced projects is to improve efficiency and quality. They continually design and develop

productivity tools to automate manual processes and improve the consistency and quality of our work product.
These tools include categorization engines that utilize pattern recognition algorithms based on comprehensive
rule sets and related heuristics, data extraction tools that automatically retrieve specific types of information
from large data sources, and workflow systems that enable various tasks and activities to be performed across
our multiple facilities.

Consulting Services -- In addition to our publishing, KPO and IT services, our consulting practice
works with clients at a strategic business and technology level to address new challenges and optimize their
business processes. The practice has primary services that span content supply chain optimization, technology
architecture and strategy, global sourcing, product and market strategy and development, and the deployment
of content technologies.

For the United States Government Printing Office (GPO), for example, one of the largest publishers in
the world in terms of volume and complexity, we are assisting with a redesign and replacement of its core
composition and publishing system.

For another client, a multi-national information services company, our consulting practice is engaged
in a long term, transformative program of work. Our consultants work alongside the client’s teams, engaged in
designing new content architectures, and implementing new content technologies, as it re-engineers from
product-centric to content-centric business processes.

Clients

Three clients each generated more than 10% of our revenues in the fiscal year ended 2010. Revenues
from Bloomberg L.P. (“BLP”) were approximately $6.6 million, or 11% of total revenues; revenues from Reed
Elsevier affiliated companies (the “RE Clients”) were approximately $10.6 million or 17% of total revenues; and
revenues from Wolters Kluwer affiliated companies (the “WK Clients”) were approximately $6.6 million or
11% of total revenues. No other client generated more than 10% of our revenues in 2010. These three clients
together generated approximately 39%, 51% and 55% of our total revenues in the fiscal years ended December
31, 2010, 2009 and 2008, respectively. Revenues from clients located in foreign countries (principally in
Europe) accounted for 33%, 21% and 21% of our total revenues for each of these respective fiscal years.

We have long-standing relationships with many of our clients, and have provided services to the clients
mentioned in the preceding paragraph for over ten years. Many of our clients are recurring clients, meaning that
they have continued to provide additional projects to us after their initial engagement. Our track record of
delivering high-quality services helps us to solidify client relationships and gain increased business from our
existing clients. As a result, our history of client retention enables us to derive a significant proportion of revenue
from repeat clients.

Our contractual arrangements with BLP during calendar year 2010 consisted of a master services
agreement (“MSA”) and separately agreed to statements of work (“SOWs”) for specific services. The MSA
automatically renews on an annual basis unless terminated by either party on 60 days’ prior notice. BLP may
terminate the MSA on 30 days’ notice, and it may terminate the SOWs on notice periods ranging from 30 days
to 90 days. The MSA and SOWs may also be terminated by either BLP or the Company on notice periods of 30
days or less for “cause,” or on insolvency related events or changes of control of the other party. The MSA also
contains confidentiality, limitation of liability, indemnification and other standard provisions.

Our contractual arrangements with the RE Clients during 2010 consisted of multiple MSAs and
separately agreed to SOWs for specific services. Two of the MSAs have indefinite terms, a third has a term that
ends in February 2014, and the fourth has a term that ends on the later of September 2015 and the expiration date
of all SOWs issued under that MSA. RE Clients may terminate the MSAs on notice periods ranging from zero to
six months, and they may terminate their SOWs on notice periods of up to 180 days. They may also terminate
certain of the MSAs and SOWs on notice periods of three months or less for “cause” and for insolvency related

events, and on changes of control, force majeure and the imposition of certain price increases by the Company
that are not acceptable to them. The Company may terminate two of the MSAs on notice periods of 180 days,
and a third on a notice period of three months, and it may also terminate certain MSAs and SOWs for “cause”,
insolvency related events affecting the RE Clients, and other defined events. The MSAs contain confidentiality,
limitation of liability, indemnification and other standard provisions.

Our contractual arrangements with the WK Clients during calendar year 2010 consisted of multiple
MSAs and separately agreed to SOWs for specific services. Three MSAs have indefinite terms, two MSAs
continue in effect until the later of their expiration date and the completion of all services performed pursuant to
such MSA, and two MSAs have terms that expire, respectively, in December 2011 and July 2013. WK Clients
may terminate certain MSAs on notice periods ranging from three months to 30 days, and they may terminate
certain individual SOWs on notice periods ranging from 10 days to three months. WK Clients may also
terminate certain of the MSAs and SOWs on notice periods of 60 days or less for “cause” and for insolvency
related events, and on changes of control, force majeure and the imposition of certain price increases by the
Company that are not acceptable to them. The Company may terminate certain of the MSAs on notice periods of
three months, and it may also terminate certain MSAs and SOWs for “cause”, insolvency related events
affecting the WK Clients, and other defined events. The MSAs contain confidentiality, limitation of liability,
indemnification and other standard provisions.

Our agreements with our other clients are in many cases terminable on 30 to 90 days' notice. A

substantial portion of the services we provide to our clients is subject solely to their requirements.

Competitive Strengths

Our vertical expertise. We are primarily focused on the media, publishing and information services
vertical market. We maintain a staff of highly skilled experts to provide a range of end-to-end business
solutions. In addition, we utilize our underlying domain experts in law, medicine, finance and engineering to
provide additional value-added KPO services directly to these sectors.

Our global delivery model. We have operations in seven countries in North America, Europe and Asia.
We provide services to our clients through a comprehensive global delivery model that integrates both local
and global resources to obtain the best economic results. For example, we create high-end website content
using teams from India, the Philippines and Israel that together constitute a global workflow. We use a similar
approach in providing technical writing services to a large telecommunications company, virtually joining
resources from the United States, the Philippines and China. Our offshore outsourcing centers are ISO
9001:2000 certified and our engineering and IT facility in Noida, India meets ISO/IEC 27001:2005
specifications.

Our proven track record and reputation. By consistently providing high-quality services, we have
achieved a track record of project successes. This track record is embodied by our reputation as a leader in the
KPO marketplace, especially within the media, publishing and information services sector. This reputation or
brand provides an assurance of expertise, quality execution and risk mitigation.

Our focus on technology and engineering. Rather than simply relying on labor cost arbitrage to create
value for clients, our engineering team optimizes efficiency by integrating proprietary and best-in-class third
party tools into our workflows. In addition, our engineering team provides work directly to our clients,
helping them achieve improved efficiencies within their own operations.

Our long-term relationships with clients. We have long-term relationships with many of our clients, who
frequently retain us for additional projects after a successful initial engagement. We believe there are
significant opportunities for additional growth with our existing clients, and we seek to expand these
relationships by increasing the depth and breadth of the services we provide. This strategy allows us to use our
in-depth client-specific knowledge to provide more fully integrated KPO services and develop closer
relationships with those clients.

Our ability to scale. We have demonstrated the ability to expand our teams and facilities to meet the
needs of our clients. By virtue of the significant numbers of professional staff working on projects, we are
able to build teams for new engagements quickly. We have also demonstrated the ability to hire and train
people quickly.

Our internal infrastructure. We utilize established facilities, technology and communications
infrastructure to support our business model. We own and operate some of the most advanced content
production facilities in the world, which are linked by multi-redundant data connections. Our Wide Area
Network – along with our Local Area Networks, Storage Area Networks and data centers – is configured with
full redundancy, often with more than one backup to ensure 24x7 availability. Our infrastructure is built to
accommodate advanced tools, processes and technologies that support our content and technical experts.

Our focus on quality. We believe strongly in quality throughout our organization. We maintain
independent quality assurance capabilities in all geographies where we operate. Our quality teams are
compliant and certified to the ISO 9000:2000 quality management system standards.

Sales and Marketing

We market and sell our services directly through our professional staff, senior management and direct
sales personnel operating out of our corporate headquarters in Hackensack, New Jersey, just outside New York
City and our Dallas, Texas office. We have five executive-level business development and marketing
professionals, and during 2010, we maintained approximately fourteen full-time sales and marketing personnel.
We also deploy solutions architects, technical support experts and consultants who support the development of
new clients and new client engagements. These resources work within teams (both permanent and ad hoc) that
provide support to clients.

Our sales professionals identify and qualify prospects, securing direct personal access to decision
makers at existing and prospective clients. They facilitate interactions between client personnel and our service
teams to better define ways in which we can assist clients with their goals. For each prospective client
engagement, we assemble a team of our senior employees drawn from various disciplines within our Company.
The team members assume assigned roles in a formalized process, using their combined knowledge and
experience to understand the client’s goals and collaborate with the client on a solution.

Sales activities include the design and generation of presentations and proposals, account and client

relationship management and the organization of account activities.

Personnel from our project analysis group and our engineering services group closely support our direct
sales effort. These individuals assist the sales force in understanding the technical needs of clients and providing
responses to these needs, including demonstrations, prototypes, pricing quotations and time estimates. In
addition, account managers from our customer service group support our direct sales effort by providing
ongoing project-level support to our clients.

Our marketing organization is responsible for developing and increasing the visibility and awareness of
our brand and our service offerings, defining and communicating our value proposition, generating qualified,
early-stage leads and furnishing effective sales support tools.

Primary marketing outreach activities include event marketing (including exhibiting at trade shows,
conferences and seminars), direct and database marketing; public and media relations (including speaking
engagements and active participation in industry and technical standard bodies), and web marketing (including
integrated marketing campaigns, search engine optimization, search engine marketing and the maintenance and
continued development of external websites).

Research and Development

We did not incur any research and development costs in each of the three years ended December 31,

2010.

Competition

The market for publishing services and related KPO and IT services is highly competitive, fragmented
and intense. Our major competitors include Apex CoVantage, Aptara, Cenveo, Infosys, HCL Technologies,
MacMillan India, SPI Technologies, JSI S.A.S. Groupe Jouve' and Thomson Digital.

We compete successfully by offering high-quality services and favorable pricing that leverages our
technical skills, IT infrastructure, process knowledge, offshore model and economies of scale. Our competitive
advantages are especially attractive to clients for undertakings that are technically sophisticated, require “high-
end” talent, are sizable in scope or scale, are continuing, or that require a highly fail-safe environment with
technology redundancy.

As a provider of these services, we also compete with in-house personnel at existing or prospective

clients who may attempt to duplicate our services in-house.

Locations

We are headquartered in Hackensack, New Jersey, just outside New York City. We have an
additional office in Dallas, Texas. We have ten production facilities in the Philippines, India, Sri Lanka and
Israel.

Employees

As of December 31, 2010, we employed approximately 60 persons in the United States and Europe and
over 5,000 persons in ten production facilities in the Philippines, India, Sri Lanka and Israel. Most of our
employees have graduated from at least a two-year college program. Many of our employees hold advanced
degrees in law, business, technology, medicine and social sciences. No employees are currently represented by a
labor union, and we believe that our relations with our employees are satisfactory.

Corporate Information

Our principal executive offices are located at Three University Plaza, Hackensack, New Jersey 07601,
and our telephone number is (201) 371-8000. Our website is www.innodata-isogen.com, and information
contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on
Form 10-K. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable
after we electronically file that material with, or furnish it to, the Securities and Exchange Commission (SEC).
Our SEC reports can be obtained through the Investor Relations section of our website or from the Securities
and Exchange Commission at www.sec.gov.

Item 1A. Risk Factors.

We have historically relied on a very limited number of clients that have accounted for a significant
portion of our revenues, and our results of operations could be adversely affected if were to lose one or
more of these significant clients.

We have historically relied on a very limited number of clients that have accounted for a significant
portion of our revenues. Three clients generated approximately 39%, 51% and 55% of our revenues in the fiscal

years ended December 31, 2010, 2009 and 2008, respectively. We may lose any of these, or our other major
clients, as a result of our failure to meet or satisfy our clients’ requirements, the completion or termination of a
project or engagement, or the client’s selection of another service provider.

In addition, the volume of work performed for our major clients may vary from year to year, and
services they require from us may change from year to year. If the volume of work performed for our major
clients varies or if the services they require from us change, our revenues and results of operations could be
adversely affected, and we may incur a loss from operations. Our services are typically subject to client
requirements, and in many cases are terminable upon 30 to 90 days’ notice.

A significant portion of our services is provided on a non-recurring basis for specific projects, and our
inability to replace large projects when they are completed or otherwise terminated has adversely
affected, and could in the future adversely affect, our revenues and results of operations.

We provide a portion of our services for specific projects that generate revenues that terminate on
completion of a defined task, and we regard these revenues as non-recurring. Non-recurring revenues derived
from these project-based arrangements accounted for approximately 28%, 35% and 27% of our total revenues in
the fiscal years ended December 31, 2010, 2009 and 2008, respectively. While we seek, wherever possible, on
completion or termination of large projects, to counterbalance periodic declines in revenues with new
arrangements to provide services to the same client or others, our inability to obtain sufficient new projects to
counterbalance any decreases in such work may adversely affect our future revenues and results of operations.

A large portion of our accounts receivable is payable by a limited number of clients; the inability of any of
these clients to pay its accounts receivable would adversely affect our results of operations.

Several significant clients account for a large percentage of our accounts receivable. If any of these
clients were unable, or refused, for any reason, to pay our accounts receivable, our financial condition and results
of operations would be adversely affected. As of December 31, 2010, 37% or $3.2 million, of our accounts
receivable was due from three clients. In the fourth quarter of 2009, we recorded a provision for doubtful
accounts of approximately $1.2 million on one of our customer balances. In the fourth quarter of 2010, we
entered into a settlement agreement with the customer whereby the customer agreed to pay $0.9 million of the
total outstanding balance, of which $0.4 million was received in 2010 and we expect to receive the remaining
balance of $0.5 million in 2011.

In addition, we evaluate the financial condition of our clients and usually bill and collect on relatively
short cycles. We maintain specific allowances against doubtful receivables. Actual losses on client balances
could differ from those that we currently anticipate and, as a result, we might need to adjust our allowances.
There is no guarantee that we will accurately assess the creditworthiness of our clients. Macroeconomic
conditions, such as the continued credit crisis and related turmoil in the global financial system, could also
result in financial difficulties, including limited access to the credit markets, insolvency or bankruptcy, for our
clients, and, as a result, could cause clients to delay payments to us, request modifications to their payment
arrangements that could increase our receivables balance, or default on their payment obligations to us. If we
are unable to collect timely from our customers, our cash flows could be adversely affected.

Quarterly fluctuations in our revenues and results of operations could make financial forecasting difficult
and could negatively affect our stock price.

We have experienced, and expect to continue to experience, significant fluctuations in our quarterly
revenues and results of operations. During the past eight quarters, our income (loss) before income taxes ranged
from a loss of approximately $(3.2) million in the fourth quarter of 2009 to a profit of approximately $5.1
million in the first quarter of 2009.

We experience fluctuations in our revenue and earnings as we replace and begin new projects, which

may have some normal start-up delays, or we may be unable to replace a project entirely. These and other
factors may contribute to fluctuations in our results of operations from quarter to quarter.

A high percentage of our operating expenses, particularly personnel and rent, are relatively fixed in
advance of any particular quarter. As a result, unanticipated variations in the number and timing of our projects,
or in employee wage levels and utilization rates, may cause us to significantly underutilize our production
capacity and employees, resulting in significant variations in our operating results in any particular quarter, and
have resulted in losses.

The economic environment and pricing pressures could negatively impact our revenues and operating
results.

Due to the intense competition involved in outsourcing and information technology services, we
generally face pricing pressures from our clients. Our ability to maintain or increase pricing is restricted as
clients generally expect to receive volume discount or special pricing incentives as we do more business with
them; moreover, our large customers may exercise pressure for discounts outside of agreed terms.

In addition, a significant portion of our revenues was derived from customers located in the U.S. and
Europe. If the U.S. or European economy continues to weaken or slow, pricing for our services may be
depressed, which may adversely impact our revenues and profitability.

Our profitability could suffer if we are not able to maintain pricing on our existing projects and win
new projects at appropriate margins.

Our profit margin, and therefore our profitability, is dependent on the rates we are able to recover for
our services. If we are not able to maintain pricing on our existing services and win new projects at profitable
margins, our profitability could suffer. The rates we are able to recover for our services are affected by a
number of factors, including competition, value proposition our client derives from our services and general
economic and political conditions.

If our pricing structures do not accurately anticipate the cost and complexity of performing our work,
then our contracts could be unprofitable.

We provide services either on a time-and-materials basis or on a fixed-price basis. Our pricing is
highly dependent on our internal forecasts and predictions about our projects, which might be based on
limited data and could turn out to be inaccurate. If we do not accurately estimate the costs and timing for
completing projects, our contracts could prove unprofitable for us or yield lower profit margins than
anticipated.

Our inability to obtain price increases and improve our efficiency may impact our results of operations.

In the past few years, we have experienced wage inflation in the Asian countries where we have
majority of our operations. In addition, we are recently experiencing adverse fluctuations in foreign currency
exchange rates. These global events have put pressure on our profitability and our margins. Although we have
tried to partially offset wage increases and foreign currency fluctuations through price increases and
improving our efficiency, we cannot ensure that we may be able to continue to do so in the future, which
would negatively impact our results of operations.

If our clients are not satisfied with our services, they may terminate our contracts with them or our
services, which could have an adverse impact on our business.

Our business model depends in large part on our ability to attract additional work from our base of
existing clients. Our business model also depends on relationships our account teams develop with our clients
so that we can understand our clients’ needs and deliver solutions and services that are tailored to those needs.
If a client is not satisfied with the quality of work performed by us, or with the type of services or solutions
delivered, then we could incur additional costs to address the situation, the profitability of that work might be
impaired, and the client’s dissatisfaction with our services could damage our ability to obtain additional work
from that client. In particular, clients that are not satisfied might seek to terminate existing contracts, which
would mean that we could incur costs for the services performed with no associated revenue upon termination
of a contract. This could also direct future business to our competitors. In addition, negative publicity related
to our client services or relationships, regardless of its accuracy, may further damage our business by affecting
our ability to compete for new contracts with current and prospective clients.

Our new clients may not generate the level of revenues anticipated for reasons beyond our control.

As we get new opportunities and win new business, our new clients may not generate the level of
revenues that we initially anticipated at the time of signing an agreement with them. This could be due to
various reasons beyond our control. We may invest in people or technology and incur other costs in
anticipation of revenues, and as such any deviation from our expected plan would impact our margins and
earnings.

Our business will suffer if we fail to develop new services and enhance our existing services in order to
keep pace with the rapidly evolving technological environment or provide new service offerings, which
may not succeed.

The outsourcing, information technology and consulting services industries are characterized by rapid
technological change, evolving industry standards, changing customer preferences and new product and
service introductions. Our future success will depend on our ability to develop solutions that keep pace with
changes in the markets in which we provide services. We cannot guarantee that we will be successful in
developing new services, addressing evolving technologies on a timely or cost-effective basis or, if these
services are developed, that we will be successful in the marketplace. In addition, we cannot guarantee that
products, services or technologies developed by others will not render our services non-competitive or
obsolete. Our failure to address these developments could have a material adverse effect on our business,
results of operations and financial condition.

We invest in developing and pursuing new service offerings from time to time. Our profitability could
be reduced if these services do not yield the profit margins we expect, or if the new service offerings do
not generate the planned revenues.

We have made and continue to make significant investments towards building-out new capabilities to
pursue growth. These investments increase our costs and if these services do not yield the revenues or profit
margins we expect and we are unable to grow our business and revenues proportionately, our profitability
may be reduced.

We depend on third-party technology in the provision of our services.

We rely upon certain software that we license from third parties, including software integrated with
our internally developed software used in the provision of our services. These third-party software licenses
may not continue to be available to us on commercially reasonable or competitive terms, if at all. The loss of,
or inability to maintain or obtain any of these software licenses, could result in delays in the provision of our
services until we develop, identify, license and integrate equivalent software. Any delay in the provision of
our services could damage our business and adversely affect our results of operations.

We compete in highly competitive markets that have low barriers to entry.

The markets for our services are highly competitive and fragmented. We compete successfully against
our competitors; however, some of our competitors have longer operating histories, significantly greater
financial, human, technical and other resources and greater name recognition than we do. If we fail to be
competitive with these companies in the future, we may lose market share, which could adversely affect our
revenues and results of operations.

There are relatively few barriers preventing companies from competing with us. We do not own any
patented technology that would preclude or inhibit others from entering our market. As a result, new market
entrants also pose a threat to our business. We also compete with in-house personnel at current and prospective
clients, who may attempt to duplicate our services using their own personnel. We cannot guarantee that our
clients will outsource more of their needs to us in the future, or that they will not choose to provide internally the
services that they currently obtain from us. If we are not able to compete effectively, our revenues and results of
operations could be adversely affected.

We may fail to attract and retain enough sufficiently trained employees to support our operations, as
competition for highly skilled personnel is significant. These factors could have a material adverse
effect on our business, results of operations, financial condition and cash flows.

The outsourcing industry relies on large numbers of skilled employees, and our success depends to a
significant extent on our ability to attract, hire, train and retain qualified employees. The outsourcing industry,
including our Company, experiences high employee attrition. Increased competition for these professionals, in
the outsourcing industry or otherwise, could have an adverse effect on us. A significant increase in the
attrition rate among employees with specialized skills could decrease our operating efficiency and
productivity.

In addition, our ability to maintain and renew existing engagements and obtain new businesses will
depend, in large part, on our ability to attract, train and retain personnel with skills that enable us to keep pace
with growing demands for outsourcing, evolving industry standards and changing client preferences. Our
failure to attract, train and retain personnel with the qualifications necessary to fulfill the needs of our existing
and future clients or to assimilate new employees successfully could have a material adverse effect on our
business, results of operations, financial condition and cash flows.

Disruptions in telecommunications, system failures, data corruption or virus attacks could harm our
ability to execute our global resource model, which could result in client dissatisfaction and a reduction
of our revenues.

We use a distributed global resource model. Our onshore workforce provides services from our North
American and European offices, as well as from client sites; and our offshore workforce provides services
from our ten overseas production facilities in the Philippines, India, India, Sri Lanka and Israel. All our global
facilities are linked with a telecommunications network that uses multiple service providers. We may not be
able to maintain active voice and data communications between our various facilities and our clients' sites at
all times due to disruptions in these networks, system failures, data corruption or virus attacks. Any significant
failure in our ability to communicate could result in a disruption in business, which could hinder our
performance or our ability to complete client projects on time. This, in turn, could lead to client dissatisfaction
and an adverse effect on our business, results of operations and financial condition.

Our international operations subject us to risks inherent in doing business on an international level, any
of which could increase our costs and hinder our growth.

The major part of our operations is carried on in the Philippines, India, Sri Lanka and Israel, while our
headquarters are in the United States, and our clients are primarily located in North America and Europe. While
we do not depend on significant revenues from sources internal to the countries in which we operate, we are
nevertheless subject to certain adverse economic factors relating to overseas economies generally, including

inflation, external debt, a negative balance of trade and underemployment. Other risks associated with our
international business activities include:

• difficulties in staffing international projects and managing international operations, including overcoming

logistical and communications challenges;

• local competition, particularly in the Philippines, India and Sri Lanka;

• imposition of public sector controls;

• trade and tariff restrictions;

• price or exchange controls;

• currency control regulations;

• foreign tax consequences;

• labor disputes and related litigation and liability;

• limitations on repatriation of earnings; and

• the burdens of complying with a wide variety of foreign laws and regulations.

One or more of these factors could adversely affect our business and results of operations.

Our international operations subject us to currency exchange fluctuations, which could adversely affect
our results of operations.

To date, most of our revenues have been denominated in U.S. dollars, while a significant portion of our
expenses, primarily labor expenses in the Philippines, India, Sri Lanka and Israel, is incurred in the local
currencies of countries in which we operate. For financial reporting purposes, we translate all non-United States
denominated transactions into dollars in accordance with accounting principles generally accepted in the United
States. As a result, we are exposed to the risk that fluctuations in the value of these currencies relative to the
dollar could increase the dollar cost of our operations and therefore adversely affect our results of operations.

The Philippines and India have at times experienced high rates of inflation as well as major fluctuations
in the exchange rate between the Philippine peso and the U.S. dollar and the Indian rupee and the U.S. dollar.
Continuing inflation without corresponding devaluations of the peso and rupee against the dollar, or any other
increase in the value of the peso or rupee relative to the dollar, could adversely affect our results of operations.

There is no guarantee that our financial results will not be adversely affected by currency exchange rate
fluctuations or that any efforts by us to engage in foreign currency hedging activities will be effective. Finally, as
most of our expenses are incurred in currencies other than those in which we bill for the related services, any
increase in the value of certain foreign currencies against the U.S. dollar could increase our operating costs.

In the event that the government of India, the Philippines or the government of another country
changes its tax policies, rules and regulations, our tax expense may increase and affect our effective tax
rates.

We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. We are subject to
the continual examination by tax authorities in India, and the Company assesses the likelihood of outcomes
resulting from these examinations to determine the adequacy of its provision for income taxes. Although we

believe our tax estimates are reasonable, the final determination of tax audits could be materially different
than what is reflected in historical income tax provisions and accruals, and could result in a material effect on
the Company’s income tax provision, net income or cash flows in the period or periods for which that
determination is made. If additional taxes are assessed, it could have an adverse impact on our financial
results.

In addition, unanticipated changes in the tax rates, tax laws or the interpretation of tax laws in the

jurisdiction where we operate, could affect our future results of operations.

Our operating results may be adversely affected by our use of derivative financial instruments.

We have entered into a series of foreign currency forward contracts that are designated as cash flow
hedges. These contracts are intended to partially offset the impact of the movement of the exchange rates on
future operating costs of our Asian subsidiaries. The hedging strategies that we have implemented or may
implement to mitigate foreign currency exchange rate risks may not reduce or completely offset our exposure
to foreign exchange rate fluctuations and may expose our business to unexpected market, operational and
counterparty credit risks. Accordingly, we may incur losses from our use of derivative financial instruments
that could have a material adverse affect on our business, results of operations and financial condition.

Regulations of the Internal Revenue Service may impose significant U.S. income taxes on our subsidiaries
in the Philippines.

Our subsidiaries incorporated in the Philippines were domesticated in Delaware as limited liability
companies. In August 2004, the Internal Revenue Service promulgated regulations, effective August 12, 2004,
that treat certain companies incorporated in foreign jurisdictions and also domesticated as Delaware limited
liability companies as U.S. corporations for U.S. federal income tax purposes. We have effected certain filings
with the Secretary of State of the State of Delaware to ensure that these subsidiaries are no longer domesticated
in Delaware. As a result, commencing January 1, 2005, these subsidiaries are no longer treated as U.S.
corporations for U.S. federal income tax purposes under the regulations, and furthermore, are not subject to U.S.
federal income taxes commencing as of such date.

In the preamble to such regulations, the IRS expressed its view that dual registered companies described
in the preceding paragraph are also treated as U.S. corporations for U.S. federal income tax purposes for periods
prior to August 12, 2004. In 2006, the IRS issued its final regulations, stating that neither the temporary
regulations nor these final regulations is retroactive. Further, additional guidance was released by the IRS which
clarified that the regulations upon which we relied were not binding on pre existing entities until May 2006. For
periods prior to this date (i.e., prior to August 12, 2004) these final regulations apply, and the classification of
dually chartered entities is governed by the pre existing regulations. As such, we believe that our historic
treatment of these subsidiaries as not having been required to pay taxes in the United States for the period prior
to August 12, 2004 is correct, and we have made no provision for U.S. taxes in our financial statements for these
entities for the periods prior to August 12, 2004.

However, we cannot guarantee that the Internal Revenue Service will not assert other positions with
respect to the foregoing matters, including positions with respect to our treatment of the tax consequences of the
termination of the status of our Philippine subsidiaries as Delaware limited liability companies that, if successful,
could increase materially our liability for U.S. federal income taxes.

If certain tax authorities in North America and Europe challenge the manner in which we allocate our
profits, our net income could decrease.

Substantially all of the services provided by our Asian subsidiaries are performed on behalf of clients
based in North America and Europe. We believe that profits from our Asian operations are not sufficiently
connected to jurisdictions in North America or Europe to give rise to income taxation in those jurisdictions. Tax

authorities in any of our jurisdictions could, however, challenge the manner in which we allocate our profits
among our subsidiaries, and we may not prevail in this type of challenge. If such a challenge were successful,
our worldwide effective tax rate could increase, thereby decreasing our net income.

An expiration or termination of our preferential tax rate incentives could adversely affect our results of
operations.

Certain foreign subsidiaries enjoyed a tax holiday in 2009. Whereas the income tax holiday for one of
our Philippine subsidiaries expired in May 2009 and the income tax holiday for one of our Indian subsidiaries
expired in March 2009, one of our other foreign subsidiaries continued enjoying tax holiday benefits in 2010.
In addition, certain of our foreign subsidiaries are subject to preferential tax rates. These tax incentives provide
that we pay reduced income taxes in those jurisdictions for a fixed period of time that varies depending on the
jurisdiction. An expiration or termination of these incentives could substantially increase our worldwide
effective tax rate, thereby decreasing our net income and adversely affecting our results of operations.

Our earnings may be adversely affected if we change our intent not to repatriate earnings in Asia or if
such earnings become subject to U.S. tax on a current basis.

We had previously intended to remit $5.1 million of our foreign earnings to the U.S. These earnings
represent a portion of our foreign profits earned prior to 2002. In 2009, we made a reassessment of our plans
to remit such foreign earnings and determined that these earnings will be indefinitely reinvested in our foreign
subsidiaries. Thus, we no longer accrue incremental U.S. taxes on foreign earnings as these earnings are
considered to be indefinitely reinvested outside of the United States. While we have no plans to do so, events
may occur in the future that could effectively force us to change our current intent not to repatriate our foreign
earnings. If we change our intent and repatriate such earnings, we will have to accrue the applicable amount
of taxes associated with such earnings and pay taxes at a substantially higher rate than our effective income
tax rate in 2009. These increased taxes could have a material adverse effect on our business, results of
operations and financial condition.

In recent months, President Obama’s administration announced a number of tax-related legislative
proposals that would, among other things, seek to effectively tax certain profits of U.S. companies earned
overseas. Although the President did not include several of these proposals in the budget he announced in
early 2010, Congress could consider any of these measures at any time. If enacted into law, and depending on
their precise terms, these proposals could increase our tax rate and tax payments, and could have a material
adverse effect on our business, results of operations and financial condition.

Anti-outsourcing legislation, if adopted, could adversely affect our business, financial condition and
results of operations and impair our ability to service our customers.

The issue of outsourcing of services abroad by U.S. companies is a topic of political discussion in the
United States. Measures aimed at limiting or restricting outsourcing by U.S. companies are under discussion
in Congress and in numerous state legislatures. While no substantive anti-outsourcing legislation has been
introduced to date, given the ongoing debate over this issue, the introduction of such legislation is possible. If
introduced, our business, financial condition and results of operations could be adversely affected and our
ability to service our customers could be impaired.

Our growth could be hindered by visa restrictions.

Occasionally, we have employees from our other facilities visit or transfer to the United States to meet
our clients and work on projects at clients sites. Any visa restrictions or new legislation putting a restriction on
issuing visas could affect our business.

Immigration and visa laws and regulations in the United States and other countries are subject to
legislative and administrative changes as well as changes in the application of standards. Immigration and visa

laws and regulations can be significantly affected by political forces and levels of economic activity. Our
international expansion strategy and our business, results of operations and financial condition may be
materially adversely affected if legislative or administrative changes to immigration or visa laws and
regulations impair our ability to staff projects with our professionals who are not citizens of the country where
the work is to be performed.

Political uncertainty, political unrest and terrorism in the Philippines, India, Sri Lanka and Israel
could adversely affect business conditions in those regions, which in turn could disrupt our business
and results of operations.

We conduct the majority of our operations in the Philippines, India, Sri Lanka and Israel. These
countries and regions remain vulnerable to disruptions from political uncertainty, political unrest and terrorist
acts.

The Philippines continues to experience problems associated with an on-going communist insurgency
and an Islamic-separatist one. It also has the Abu Sayyaf Group, an Islamic-separatist group engaged in
bombings and kidnappings which is purported to be have ties to the Al Qaeda terrorist organization. While
the locations affected by these groups are not near our facilities and operations, the nature of the risk does not
preclude incidents from occurring anywhere in the country.

India has experienced terrorist attacks on its population centers. In addition to the toll caused by these
incidents, the allegations that these attacks are organized by Pakistan may result in the heightening of tensions
and the attendant risks of military confrontation. This long-standing risk continues unchanged into the present.

The conclusion of the civil war in Sri Lanka was a welcome development. However, the concern

remains is that activities may shift towards asymmetrical warfare and terrorist attacks on population centers.

Since September 2000, there has been a high level of violence between Israel and the Palestinians.
Hamas, an Islamist movement responsible for many attacks, including missile strikes, against Israelis, won the
majority of the seats in the Parliament of the Palestinian Authority in January 2006 and took control of the
entire Gaza Strip, by force, in June 2007. Hamas has launched hundreds of missiles from the Gaza Strip
against Israeli population centers. This led to an armed conflict between Israel and the Hamas during
December 2008 and January 2009.

Any damage to our network and/or information systems would damage our ability to provide service,
in whole or in part, and/or otherwise damage our operation and could have an adverse effect on our business,
financial condition or results of operations. Further political tensions brought about by any of these groups
and escalation of hostilities could adversely affect our operations based in these countries and therefore
adversely affect our revenues and results of operations.

Terrorist attacks or a war could adversely affect our results of operations.

Terrorist attacks, such as the attacks of September 11, 2001 in the United States and the attacks in
Mumbai, India in November 2008, and other acts of violence or war, such as the conflict in Iraq, could affect us
or our clients by disrupting normal business practices for extended periods of time and reducing business
confidence. In addition, these attacks may make travel more difficult and may effectively curtail our ability to
serve our clients' needs, any of which could adversely affect our results of operations.

We are the subject of continuing litigation, including litigation by certain of our former employees.

We are subject to various legal proceedings and claims that arise in the ordinary course of business.

In addition, the Supreme Court of the Republic of the Philippines has refused to review a decision of

the Court of Appeals in Manila against a Philippines subsidiary of the Company that is inactive and has no
material assets, and purportedly also against Innodata Isogen, Inc., that orders the reinstatement of certain
former employees of the subsidiary to their former positions and also orders the payment of back wages and
benefits that aggregate approximately $7.5 million. Based on consultation with legal counsel, the Company
believes that recovery against the Company is nevertheless unlikely.

While we currently believe that the ultimate outcome of these proceedings will not have a material
adverse effect on the Company’s financial position or overall trends in results of operations, litigation is
subject to inherent uncertainties. Substantial recovery against the Company in the above referenced
Philippines actions could have a material adverse impact on the Company, and unfavorable rulings or
recoveries in the other proceedings could have a material adverse impact on the operating results of the period
in which the ruling or recovery occurs. In addition, our estimate of potential impact on the Company’s
financial position or overall results of operations for the above legal proceedings could change in the future.
See “Legal Proceedings.”

Failure to remediate the material weaknesses in our internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on
our business and stock price.

We identified a material weakness in our internal control over financial reporting for the fiscal years
ended December 31, 2008 and 2009. We identified that we had errors in the computation of deferred tax
assets and related income tax benefit. Accordingly, we amended our Form 10-K for 2008 and Form 10-Q for
September 30, 2009, to correct such errors. In 2010, we implemented mitigating controls and performed
successful tests and therefore consider that the material weakness identified in our internal controls related to
income taxes has been remediated. As defined by the Public Company Accounting Oversight Board Auditing
Standard No. 5, a material weakness is a deficiency or a combination of deficiencies over financial reporting
such that there is a reasonable possibility that a material misstatement of the annual or the interim financial
statements will not be prevented or detected. Our failure to successfully remediate a material weakness could
cause us to fail to meet our reporting obligations and produce timely and reliable financial information.
Additionally such failure could cause investors to lose confidence in our reported financial information, which
could have a negative impact on our financial condition and stock price.

Our reputation could be damaged or our profitability could suffer if we do not meet the controls and
procedures in respect to the services and solutions we provide to our clients, and it contributes to our
clients’ internal control deficiencies.

Our clients may perform audits or require us to perform audits, provide audit reports or obtain
certifications with respect to the controls and procedures that we use in the performance of services for such
clients, especially when we process data or information belonging to them. Our ability to acquire new clients
and retain existing clients may be adversely affected and our reputation could be harmed if we receive a
qualified opinion, or if we cannot obtain an unqualified opinion, or an appropriate certification with respect to
our controls and procedures in connection with any such audit in a timely manner. Additionally, our
profitability could suffer if our controls and procedures were to result in internal controls failures or impair
our client’s ability to comply with its own internal control requirements.

New acquisitions, joint ventures or strategic investments could harm our operating results.

We may pursue new acquisitions, joint ventures or do strategic investments to grow and enhance our
capabilities. We cannot assure that we will successfully consummate any acquisitions, joint ventures and do
strategic investments and achieve desired financial and operating results. Further such activities involve a
number of risks and challenges, including proper evaluation, diversion of management’s attention and proper
integration into the current business. Accordingly, we might fail to realize the expected benefits or strategic

objectives of any acquisition we undertake. If we are unable to complete the kind of acquisitions for which we
plan, we may not be able to achieve our planned rates of growth, profitability or competitive position in
specific markets or services.

It is unlikely that we will pay dividends.

We have not paid any cash dividends since our inception and do not anticipate paying any cash

dividends in the foreseeable future. We expect that our earnings, if any, will be used to finance our growth.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our services are primarily performed from our Hackensack, New Jersey headquarters, our Dallas,
Texas office, and ten overseas production facilities in the Philippines, India, Sri Lanka and Israel, all of which
are leased. The square footage of all our leased properties is approximately 310,000.

We currently lease property sufficient for our business operations, although we may need to lease
additional property in the future. We also believe that we will be able to obtain suitable additional facilities on
commercially reasonable terms on an “as needed” basis.

Item 3. Legal Proceedings.

The Supreme Court of the Republic of the Philippines has refused to review a decision of the Court of
Appeals in Manila against a Philippines subsidiary of the Company that is inactive and has no material assets,
and purportedly also against Innodata Isogen, Inc., that orders the reinstatement of certain former employees
of the subsidiary to their former positions and also orders the payment of back wages and benefits that
aggregate approximately $7.5 million. Based on consultation with legal counsel, the Company believes that
recovery against the Company is nevertheless unlikely.

The Court of Appeals decision was rendered in Case Nos. CA-G.R. SP No. 93295 Innodata
Employees Association (IDEA), Eleanor Tolentino, et al. vs. Innodata Philippines, Inc., et al., and CA-G.R.
SP No. 90538 Innodata Philippines, Inc. vs. Honorable Acting Secretary Manuel G. Imson, et al. 28 June
2007). Matters relating to execution of this decision are on file with the Department of Labor and
Employment National Labor Relations Commission, Republic of the Philippines (NLRC-NCR-Case No.07-
04713-2002, et al., Innodata Employees Association (IDEA) and Eleanor A. Tolentino, et al. vs. Innodata
Philippines, Inc., et al), and the Department of Labor and Employment Office of the Secretary of Labor and
Employment, Republic of the Philippines (Case No. OS-AJ-0015-2001, In Re: Labor Dispute at Innodata
Philippines, Inc.)

The Company is also subject to various legal proceedings and claims which arise in the ordinary

course of business.

While management currently believes that the ultimate outcome of these proceedings will not have a
material adverse effect on the Company’s financial position or overall trends in results of operations, litigation
is subject to inherent uncertainties. Substantial recovery against the Company in the above referenced
Philippines actions could have a material adverse impact on the Company, and unfavorable rulings or
recoveries in the other proceedings could have a material adverse impact on the operating results of the period
in which the ruling or recovery occurs.

Item 4. Reserved.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.

Innodata Isogen, Inc. (the “Company”) Common Stock is quoted on the Nasdaq National Market
System under the symbol “INOD.” On February 1, 2011, there were 88 stockholders of record of the
Company’s Common Stock based on information provided by the Company's transfer agent. Virtually all of
the Company’s publicly held shares are held in “street name” and the Company believes the actual number of
beneficial holders of its Common Stock to be 3,832.

The following table sets forth the high and low sales prices on a quarterly basis for the Company's

Common Stock, as reported on Nasdaq, for the two years ended December 31, 2010.

Common Stock
Sale Prices

2009

High

Low

First Quarter

$ 3.78

$ 1.85

Second Quarter

Third Quarter

Fourth Quarter

5.47

8.79

8.49

3.15

4.26

4.97

2010

High

Low

First Quarter

$ 6.47

$ 3.85

Second Quarter

Third Quarter

Fourth Quarter

4.26

3.16

3.33

2.48

2.54

2.66

Dividends

The Company has never paid cash dividends on its Common Stock and does not anticipate that it will
do so in the foreseeable future. The future payment of dividends, if any, on the Common Stock is within the
discretion of the Board of Directors and will depend on the Company's earnings, its capital requirements and
financial condition and other relevant factors.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the aggregate information for the Company's equity compensation plans

in effect as of December 31, 2010:

Number of
Weighted-Average
Securities to be Issued
Exercise Price of
Upon Exercise of
Outstanding Options,
Outstanding Options,
Warrants and Rights Warrants and Rights

(a)

(b)

Number of Securities
Remaining Available For
Future Issuance Under
Equity Compensation Plans
(c)

2,097,000

$ 2.83

1,601,000

Plan Category

Equity compensation plans
approved by security holders (1)

Equity compensation plans
not approved by security holders

Total

2,097,000

$ 2.83

1,601,000

(1) 2009 Stock Option Plan, approved by the stockholders, see Note 9 to Consolidated Financial Statements,
contained elsewhere herein.

Purchase of Equity Securities

We purchased approximately 126,000 shares of our common stock for a total cost of approximately $0.4

million during the three months ended December 31, 2010, as shown in the table below:

Total Number
of Shares
Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs

Maximum Value
of Shares
Available for
Repurchase

—

—
126,480

—

—
$

2.97

—

1,707,000

—
126,480

$
$

1,707,000
1,328,000

Period

October 1-31, 2010

November 1-30, 2010
December 1-31, 2010

In June 2010, we announced that our Board of Directors authorized the repurchase of up to $2.1 million
of our common stock of which approximately $1.3 million remains available for repurchase under the program
as of December 31, 2010. There is no expiration date associated with the program.

This authorization replaced a prior authorization made in May 2008.

We did not have any sales of unregistered equity securities during the three months ended December 31,

2010.

Item 6. 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, 2010 and
2009 and for each of the three years in the period ended December 31, 2010 has been derived from the audited
financial statements included elsewhere herein. Our selected consolidated financial data set forth below as of
December 31, 2008, 2007 and 2006 and for the years ended December 31, 2007 and 2006 are derived from

the audited financial statements not included elsewhere herein. Our selected consolidated financial
information for 2010, 2009 and 2008 should be read in conjunction with the Consolidated Financial
Statements and the Notes 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.

2010

Year Ended December 31,
2009
2008
(In thousands, except per share data)

2007

2006

STATEMENT OF OPERATIONS DATA:
Revenues
Operating costs and expenses
Direct operating expenses
Selling and administrative expenses

$ 61,513

$ 76,711

$ 73,175

$ 67,731

$ 40,953

47,284
15,659
62,943

52,143
16,318
68,461

51,347
16,486
67,833

48,229
15,633
63,862

34,316
14,713
49,029

Income (loss) from operations

(1,430)

8,250

5,342

3,869

(8,076)

Other (income) expense
Interest expense
Interest income

9
(224)

28
(58)

56
(262)

33
(678)

7
(683)

Income (loss) before provision for (benefit
from) income taxes
Provision for (benefit from) income taxes
Net income (loss)

(1,215)
(468)
$ (747)

8,280
967
$ 7,313

5,548
(1,110)
$ 6,658

4,514
(52)
$ 4,566

(7,400)
(77)
$ (7,323)

Income (loss) per share:
Basic

Diluted

Cash dividends per share

$ (.03)
$ (.03)
$ -

$ .30
$ .28
$ -

$ .27
$ .26
$ -

$ .19
$ .18
$ -

$ (.30)
$ (.30)
$ -

2010

2009

2008

2007

2006

December 31,

(In thousands)

BALANCE SHEET DATA:

Working capital

Total assets

$ 26,088

$ 32,589

$ 21,881

$ 16,329

$ 14,292

$ 52,247

$ 53,565

$ 44,459

$ 38,449

$ 30,329

Long term obligations

$ 1,604

$ 1,199

$ 1,671

$ 2,128

$ 1,564

Stockholders’ equity

$ 39,438

$ 40,985

$ 29,262

$ 23,230

$ 19,009

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and
the related notes included elsewhere in this report. In addition to historical information, this discussion includes
forward-looking information that involves risks and assumptions which could cause actual results to differ
materially from management’s expectations. See “Forward-Looking Statements” included elsewhere in this
report.

Executive Overview

We provide publishing and related information technology services, as well as knowledge process
outsourcing services that help companies create, manage and distribute information more effectively and
economically. Our solutions enable organizations to find new ways to transform inefficient business processes,
improve operations and reduce costs.

The following table sets forth, for the period indicated, certain financial data expressed for the three

years ended December 31, 2010:

(Dollars in millions)

2010

% of revenue

2009

% of revenue

2008

% of revenue

Years Ended December 31,

Revenues

Direct operating costs
Selling and administrative expenses

Income (loss) from operations
Other (income) expense
Income (loss) before provision for
(benefit from) income taxes
Provision for (benefit from) income taxes
Net income (loss)

61.5
47.3
15.6
(1.4)
(0.2)

(1.2)
(0.5)
(0.7)

100.0%
76.9%
25.4%
-2.3%

76.7
52.1
16.3
8.3
-

8.3
1.0
7.3

100.0%
67.9%
21.3%
10.8%

73.2
51.4
16.5
5.3
(0.2)

5.5
(1.1)
6.6

100.0%
70.2%
22.5%
7.3%

Revenues

Our publishing services include digitization, conversion, composition, data modeling and XML
encoding, and KPO services include research and analysis, authoring, copy editing, abstracting, indexing and
other content creation activities. Our IT system professionals support the design, implementation, integration and
deployment of digital systems used to author, manage and distribute content. Services that we regard as ongoing
in nature generate what we regard as recurring revenues. Services that are provided for a specific project
generate revenues that terminate on completion of a defined task, and we regard these revenues as non-recurring.
We price our publishing services and KPO services based on the quantity delivered or resources utilized and we
recognize revenue in the period in which the services are performed and delivered. A substantial majority of our
IT professional services is provided on a project basis that generates non-recurring revenues. We price our
professional services on an hourly basis for actual time and expense incurred, or on a fixed-fee, turn-key basis.
Revenues for contracts billed on a time-and-materials basis are recognized as services are performed. Revenues
under fixed-fee contracts, which are not significant to the overall revenues, are recognized on the percentage of
completion method of accounting, as services are performed or milestones are achieved.

Recurring revenues comprised 72%, 65% and 73% of total revenues for the years ended December 31,
2010, 2009 and 2008, respectively. We have historically relied on a very limited number of clients that have
accounted for a significant portion of our revenues. Three clients generated approximately 39%, 51% and 55%
of our total revenues in the fiscal years ended December 31, 2010, 2009 and 2008, respectively. We may lose
any of these, or our other major clients, as a result of our failure to meet or satisfy our clients’ requirements, the
completion or termination of a project or engagement, or the client’s selection of another service provider. We
may also experience significant volume fluctuation.

In addition, the revenues we generate from our major clients may decline or grow at a slower rate in
future periods than in the past. If we lose any of our significant clients, our revenues and results of operations
could be adversely affected, and we may incur a loss from operations. Our services are typically subject to client
requirements, and in many cases are terminable upon 30 to 90 days’ notice.

Refer to “Risk Factors.”

Direct Operating Costs

Direct operating costs consist of direct payroll, occupancy costs, depreciation and amortization, travel,
telecommunications, computer services and supplies, and other direct expenses that are incurred in providing
services to our clients.

Selling and Administrative Expenses

Selling and administrative expenses consist of management and administrative salaries, sales and
marketing costs, new services research and related software development, professional fees and consultant costs
and other administrative overhead costs.

Results of Operations

Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009

Revenues

Revenues were $61.5 million for the year ended December 31, 2010 compared to $76.7 million for
the similar period in 2009, a decline of approximately 20%. The $15.2 million decline in revenues was
principally attributable to a $20.5 million decline in revenue from one of our significant clients, which was
partially offset by a $5.3 million increase in revenues from our other clients. The $20.5 million decline in
revenues from one of our significant clients follows a significant decline in revenues from this client in the
second half of 2009 and the first quarter of 2010. We cannot determine whether this pattern of decline will
continue in the next several quarters. In addition, for one of our customers, which accounted for
approximately $2 million in revenues for the year ended December 31, 2010, we forecast that revenues will
wind down in 2011.

Three clients generated $23.8 million or 39% and $39.2 million or 51% of our revenues in the fiscal
years ended December 31, 2010 and 2009, respectively. No other client accounted for 10% of more of our total
revenues for these periods. Further, for the years ended December 31, 2010 and 2009, revenues from clients
located in foreign countries (principally in Europe) amounted to $20.5 million or 33% and $16.4 million or
21%, respectively, of our total revenues.

For the year ended December 31, 2010, approximately 72% or $44.5 million of our revenues were
recurring and 28% or $17.0 million were non-recurring, compared with 65% or $49.8 million and 35% or
$26.9 million, respectively, for the year ended December 31, 2009.

Direct Operating Costs

Direct operating costs were $47.3 million and $52.1 million for the years ended December 31, 2010 and

2009, respectively, a decline of approximately 9.3%.

The decrease in direct operating costs was principally attributable to a decrease in compensation,
incentives and benefit costs as the number of production employees was scaled down due to a decline in
revenues from one of our significant clients. The decline in direct operating costs was partially offset by an

annual increase in compensation costs of existing employees, compensation costs of new hires in our consulting
and technology group and other miscellaneous operating costs.

In addition, for the year ended December 31, 2010, foreign exchange rate fluctuations caused by a
strengthening Philippine peso and Indian rupee against the U.S. dollar increased direct operating costs by
approximately $2.2 million, which was offset by gains from the settlement of foreign currency forward contracts
of $2.2 million.

Changes in direct operating expenses and revenues, as mentioned above, resulted in an increase in
direct operating costs, as a percentage of revenues, to 77% for the year ended December 31, 2010, from 68%
for the year ended December 31, 2009.

Selling and Administrative Expenses

Selling and administrative expenses were $15.7 million and $16.3 million for the years ended
December 31, 2010 and 2009, respectively, a decline of 4%. Selling and administrative expenses as a percentage
of revenues was 25% and 21% for the years ended December 31, 2010 and 2009, respectively.

In 2009, we recorded a provision for doubtful accounts of approximately $1.2 million for one of our
customers. In the fourth quarter of 2010, we entered into a settlement agreement with the customer whereby the
customer agreed to pay $0.9 million of the total outstanding balance. Of the total amount, we received $0.4
million in the fourth quarter of 2010 and expect to receive the remaining balance of $0.5 million in the first half
of 2011. This resulted in a net decline of approximately $1.6 million in selling and administrative expenses in
the fiscal year ended December 31, 2010 compared to the same period in 2009. In addition, we spent $0.4
million less towards consultancy fees during fiscal year ended December 31, 2010. The decrease in selling and
administrative expenses was partially offset by compensation costs of new personnel hired for sales and
consulting services combined with unfavorable foreign exchange rates.

If no effect were given to the $1.2 million provision for doubtful accounts which was recorded for one
of our customers and $0.4 million of collection thereof, selling and administrative expenses would have
increased by approximately 6% in 2010 as compared to 2009 and, as a percentage of revenues, would have been
26% in 2010, compared to 20% in 2009.

Income Taxes

For the year ended December 31, 2010, we recorded a provision for income taxes primarily for our
foreign subsidiaries, which was more than offset by a tax benefit recorded for the U.S. entity. The benefit
from income tax recorded by the U.S. entity resulted primarily from losses incurred by the U.S. entity during
the year ended December 31, 2010. One of our foreign subsidiaries enjoyed a tax holiday in 2010. In addition,
certain of our foreign subsidiaries enjoy preferential tax rates. Certain overseas income is not subject to tax in
the U.S. unless repatriated.

For the year ended December 31, 2009, we recorded a provision for income taxes primarily for our
foreign subsidiaries, which was partially offset by the benefit recorded for the U.S. entity. Certain foreign
subsidiaries enjoyed a tax holiday in 2009. Whereas the income tax holiday for one of our Philippine
subsidiaries expired in May 2009 and the income tax holiday for one of our Indian subsidiaries expired in
March 2009, one of our other foreign subsidiaries continued enjoying tax holiday benefits in 2009. In
addition, certain of our foreign subsidiaries enjoy preferential tax rates. Certain overseas income is not subject
to tax in the U.S. unless repatriated.

these earnings would be indefinitely reinvested in our foreign subsidiaries. As a result of the change in our
intent, we reduced our deferred tax liabilities related to undistributed foreign earnings by approximately $2.0
million in 2009. This reversal of deferred tax liabilities resulted in a tax benefit, which completely offset the
provision for income tax recorded for the U.S. entity.

Beginning in 2002, unremitted earnings of foreign subsidiaries have been included in the consolidated
financial statements without giving effect to the United States taxes that may be payable on distribution to the
United States, because such earnings are not anticipated to be remitted to the United States. If such earnings
were to be distributed, we may be subject to United States income taxes that may not be fully offset by foreign
tax credits.

In assessing the realization of deferred tax assets, we consider whether it is more likely than not that all
or some portion of the deferred tax assets will not be realizable. The ultimate realization of the deferred tax
assets is dependent upon the generation of future taxable income during the periods in which temporary
differences are deductible and net operating losses are available. We consider many factors when assessing the
likelihood of future realization of the deferred tax assets, including our recent cumulative earnings, expectation
of future taxable income, the carryforward periods available to us for tax reporting purposes, and other relevant
factors. The valuation allowance at December 31, 2009, represents the allowance we have established on
deferred tax assets of our foreign subsidiaries. At December 31, 2010, we had no valuation allowance on
deferred tax assets of our foreign subsidiaries..

Pursuant to an income tax audit by the Indian Bureau of Taxation in March 2006, one of our Indian
subsidiaries received a tax assessment approximating $339,000, including interest, through December 31,
2010, for the fiscal tax year ended March 31, 2003. We disagreed with the basis of the tax assessment and
filed an appeal with the Appeal Officer against the assessment. In October 2010, the matter was resolved with
a judgment in our favor. Under the Indian Income Tax Act, however, the income tax assessing officer has a
right to appeal against the judgment passed by the Appeal Officer. In December 2010, the income tax
assessing officer exercised this right, against which we filed an application to defend the case and we intend to
contest it vigorously. The Indian Bureau of Taxation has also completed an audit of our Indian subsidiary’s
income tax return for the fiscal tax year ended March 31, 2004. The ultimate outcome was favorable, and
there was no tax assessment imposed for the fiscal tax year ended March 31, 2004. As of December 31, 2008
and 2009, the Indian subsidiary received a final tax assessment for the fiscal years ended March 31, 2005 and
2006 from the Indian Bureau of Taxation approximating $340,000 and $319,000, respectively, including
interest through December 31, 2010. We disagree with the basis of these tax assessments, have filed an appeal
against the assessments and will contest them vigorously. As we are continually subject to tax audits by the
Indian Bureau of Taxation, we assessed the likelihood of an unfavorable assessment for the fiscal years ended
March 31, 2007, and subsequent years for our Indian subsidiary, and recorded an additional tax provision
amounting to approximately $829,000 including interest through December 31, 2010. The Indian Bureau of
Taxation commenced an audit of this subsidiary’s income tax return for the fiscal years ended March 31, 2008
and 2009. The ultimate outcome cannot be determined at this time.

We had unrecognized tax benefits of $1.8 million and $1.3 million at December 31, 2010 and 2009,
respectively. The portion of unrecognized tax benefits relating to interest and penalties was $0.4 million, each at
December 31, 2010 and 2009. The unrecognized tax benefits as of December 31, 2010 and 2009, respectively, if
recognized, would have an impact on our effective tax rate.

We are subject to various tax audits and claims which arise in the ordinary course of business.
Management currently believes that the ultimate outcome of these audits and claims will not have a material
adverse effect on our consolidated financial position or results of operations.

Net Income (Loss)

We generated a net loss of $0.7 million in 2010 compared with net income of $7.3 million in
2009. The change was principally attributable to a decrease in gross margins resulting from a decline in
revenues, unfavorable foreign exchange rates, annual increases in compensation costs of existing employees
and increased compensation costs due to new hires in our consulting and technology group, partially offset by
a favorable impact on the settlement of foreign currency forward contracts. The change was also attributable
to an increase in selling and administrative expenses primarily due to hiring of new sales executives, offset by
an increase in interest income and a decrease in the provision for income taxes.

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Revenues

Revenues were $76.7 million for the year ended December 31, 2009 compared to $73.2 million for
the similar period in 2008, an increase of approximately 5%. The $3.5 million increase in revenues was
principally attributable to higher revenues from three clients, and was partially offset by a decrease in
revenues from two clients. The change in revenue reflects an increase of $5.3 million from non-recurring
project revenue and a decline of $1.8 million in recurring revenue.

Two clients generated approximately 46% and 48% of our revenues in the fiscal years ended December
31, 2009 and 2008, respectively. Further, for the years ended December 31, 2009 and 2008, revenues from
clients located in foreign countries (principally in Europe) accounted for 21% of our total revenues.

For the year ended December 31, 2009, approximately 65% of our revenue was recurring and 35%

was non-recurring, compared with 73% and 27%, respectively, for the year ended December 31, 2008.

Direct Operating Costs

Direct operating costs were $52.1 million and $51.3 million for the years ended December 31, 2009 and
2008, respectively, an increase of approximately 2%. Direct operating costs as a percentage of revenues was
68% for the year ended December 31, 2009 and 70% for the year ended December 31, 2008.

The increase in direct operating costs was principally attributable to an increase in wage rates and
variable labor (management and production personnel) costs, compensation cost of new hires in our consulting
and technology group, benefit costs and other operating costs in support of increased revenue. The increase in
direct operating costs was partially offset by cost savings from restructuring activity undertaken in December
2008 and a favorable impact from foreign exchange rates of approximately $3.0 million in direct operating costs
resulting from a strengthening of the U.S. dollar against the Philippine peso and Indian rupee. In addition, direct
operating costs in 2009 reflect $0.3 million in gains from the settlement of foreign currency forward contracts,
compared with $1.1 million in losses from the settlement of these foreign currency forward contracts in 2008.
Direct operating expenses as a percentage of revenues was lower in 2009, compared to 2008, principally due
to higher revenues and less than proportional increases in fixed costs and favorable foreign exchange rates.

Selling and Administrative Expenses

Selling and administrative expenses were $16.3 million and $16.5 million for the years ended
December 31, 2009 and 2008, respectively, a decline of 1%. Selling and administrative expenses as a percentage
of revenues was 21% and 23% for the years ended December 31, 2009 and 2008, respectively. The lower
percentage reflects sustained cost levels on a higher revenue base.

The decrease in selling and administrative expenses principally reflects cost reductions resulting from a
restructuring program undertaken in December 2008, the favorable impact of foreign exchange rates, and a
decrease in marketing costs and other administrative costs. These benefits were partially offset by an increase in

the provision for doubtful accounts, approximately $1.2 million, for one of our customers and the compensation
costs of new sales executives.

If no effect were given to the $1.2 million provision for doubtful accounts, which was recorded for one
of our customers, selling and administrative expenses would have decreased by approximately 8% in 2009 as
compared to 2008 and, as a percentage of revenues, would have been 19% in 2009, compared to 22% in 2008.

Restructuring Costs

As part of our overall cost reduction plan to reduce operating costs, in December 2008, we announced
a restructuring plan that reduced our global work force by approximately 260 employees. The majority of
these employees was based in Asia and terminated by December 31, 2008.

In connection with the restructuring, we recorded in 2008, a one-time charge of approximately $0.5
million ($0.3 million in direct operating costs and $0.2 million in selling and administrative expenses)
representing severance and other personnel-related expenses. We paid $265,000 of the total restructuring
charges by December 31, 2008 and paid the remaining balance of $210,000 in 2009.

Income Taxes

We had previously recorded a deferred tax liability on approximately $5.1 million of foreign earnings,
which we intended to remit to the U.S. These earnings represent a portion of our foreign profits earned prior
to 2002. In 2009, we made a reassessment of our plans to remit such foreign earnings and determined that
these earnings would be indefinitely reinvested in our foreign subsidiaries. As a result of the change in our
intent, we reduced our deferred tax liabilities related to undistributed foreign earnings by approximately $2.0
million. This reversal of deferred tax liabilities resulted in a tax benefit, which completely offset the provision
for income tax recorded for the U.S. entity. Beginning in 2002, unremitted earnings of foreign subsidiaries
have been included in the consolidated financial statements without giving effect to the United States taxes
that may be payable on distribution to the United States, because such earnings are not anticipated to be
remitted to the United States. If such earnings were to be distributed, we may be subject to United States
income taxes that may not be fully offset by foreign tax credits.

For the year ended December 31, 2008, the benefit from income taxes resulted primarily from the
reversal of a valuation allowance previously recorded on the U.S. portion of deferred tax assets. We recorded
no provision for U.S. income taxes, other than for alternative minimum tax, because we utilized net operating
losses for which we had previously recorded a valuation allowance against the corresponding deferred tax
asset. The income tax benefit was partially reduced by the provision for foreign income taxes attributable to
overseas subsidiaries.

factors. Based upon management’s assessment and the available evidence, in 2008 we reversed the entire portion
of the valuation allowance previously recorded on the U.S. portion of deferred tax assets, resulting in a non-cash
tax benefit amounting to $2.4 million. The decline in the valuation allowance in 2008 also resulted from the
utilization of net operating losses. We utilized approximately $5.8 million and $3.8 million of net operating
losses for the years ended December 31, 2009 and 2008, respectively. The remaining valuation allowance at
December 31, 2009 and 2008 represents the allowance we have established on deferred tax assets of our foreign
subsidiaries.

Pursuant to an income tax audit by the Indian Bureau of Taxation, in March 2006, one of our Indian
subsidiaries received a tax assessment approximating $0.3 million, including interest through December 31,
2009, for the fiscal tax year ended March 31, 2003. We disagree with the basis of the tax assessment, and
have filed an appeal against the assessment, which we will contest vigorously. The Indian Bureau of Taxation
has also completed an audit of our Indian subsidiary’s income tax return for the fiscal tax year ended
March 31, 2004. The ultimate outcome was favorable, and there was no tax assessment imposed for the fiscal
tax year ended March 31, 2004. In December 2008 and December 2009, the Indian subsidiary received a tax
assessment from the India Bureau of Taxation for the fiscal years ended March 31, 2005 and 2006,
respectively, each approximating $0.3 million, including interest through December 31, 2009. We disagree
with the basis of the tax assessments, have filed an appeal against the assessments and will contest them
vigorously. In 2009, the Indian Bureau of Taxation commenced an audit of our subsidiary’s income tax return
for the fiscal year ended 2008. The ultimate outcome cannot be determined at this time. As we are continually
subject to tax audit by the Indian bureau of Taxation, we assessed the likelihood of an unfavorable assessment
for the fiscal year 2008 and recorded an additional tax provision amounting to $323,000, including interest
through December 31, 2009.

We had unrecognized tax benefits of $1.3 million and $0.8 million at December 31, 2009 and 2008,
respectively. The portion of unrecognized tax benefits relating to interest and penalties was $0.4 million and
$0.2 million at December 31, 2009 and 2008, respectively. The unrecognized tax benefits as of December 31,
2009 and 2008, respectively, if recognized, would have an impact on our effective tax rate.

Net Income

We generated net income of $7.3 million in 2009 compared with net income of $6.7 million in 2008.
The positive change was principally attributable to the increase in gross margins resulting from increased
revenues, favorable foreign exchange rates, a net favorable impact on the settlement of foreign currency
forward contracts, lower selling and administrative expenses as a percentage of revenues, and overall cost
savings from restructuring activity undertaken in December 2008. These were partially offset by
compensation costs related to the hiring of new sales executives and an increase in the provision for doubtful
accounts, approximately $1.2 million, for one of our customers. The positive change was also attributable to
the reversal of the deferred tax liability, based on the intent to reinvest $5.1 million of foreign earnings
indefinitely, offset by the reversal of a valuation allowance previously recorded on the U.S. portion of
deferred tax assets, amounting to $2.4 million in 2008, and a decrease in interest income on available cash as
a result of the decline in interest rates.

Liquidity and Capital Resources

Selected measures of liquidity and capital resources, expressed in thousands, are as follows:

Cash and cash equivalents
Short term and long term investments - other
Working capital

2010

December 31,
2009

2008

14,120
13,875
26,088

26,480
—
32,589

13,875

—

21,881

At December 31, 2010 we had cash and cash equivalents of $14.1 million and short term and long term
investments of $13.8 million. We have used, and plan to use, such cash for (i) expansion of existing operations;
(ii) general corporate purposes, including working capital; and (iii) possible business acquisitions. As of
December 31, 2010, we had no third party debt and had working capital of approximately $26.1 million as
compared to working capital of approximately $32.6 million at December 31, 2009. The reduction in working
capital is primarily due to purchases of long term investments amounting to $5.0 million in 2010. We do not
anticipate any near-term liquidity issues. Cash balances are held at leading commercial banks in bank deposits.

Our quarterly operating results are also subject to certain seasonal fluctuations. We generally experience
lower revenue in the first quarter as we replace projects that were brought to an end in the fourth quarter and we
begin new projects, which may have some normal start-up delays during the first quarter. These and other
seasonal factors may contribute to fluctuations in our results of operations from quarter to quarter.

Net Cash Provided By Operating Activities

Cash provided by our operating activities in 2010 was $4.9 million, resulting from a net loss of $0.7
million, adjustments for non-cash items of $2.4 million, and $3.2 million provided from working capital.
Adjustments for non-cash items principally consisted of $3.7 million for depreciation and amortization, a $0.3
million reversal of a provision for doubtful accounts, primarily resulting from collection from one of our
customers, for which we recorded a provision of $1.2 million in 2009, $1.4 million for a net change in deferred
taxes and $0.4 million for pension costs. Working capital activities primarily consisted of a source of cash of
$3.7 million as a result of net payments on accounts receivable, a use of cash of $0.7 million for an increase in
other assets, use of cash amounting to $0.4 million for decline in accounts payable, and a source of cash of $0.9
million for income and other taxes.

Cash provided by our operating activities in 2009 was $12.1 million, resulting from net income of $7.3
million, adjustments for non-cash items of $5.1 million and $0.3 million used for working capital. Adjustments
for non-cash items principally consisted of $3.7 million for depreciation and amortization, a $1.4 million
provision for doubtful accounts, of which $1.2 million was recorded for one customer and the remaining $0.2
million from our other customers, $0.6 million for a net change in deferred taxes and $0.2 million for pension
costs. Working capital activities primarily consisted of a source of cash of $0.9 million as a result of payment on
accounts receivable, a use of cash of $0.4 million for an increase in prepaid expenses and other current assets,
representing various prepayments made, and timing of payment, and a use of cash amounting to $0.6 million in
income and other taxes, and payment of accrued salaries, wages and other benefits.

Cash provided by our operating activities in 2008 was $4.5 million, resulting from a net income of $6.7
million, adjustments for non-cash items of $2.0 million and $4.2 million used for working capital. Adjustments
for non-cash items primarily consisted of $3.7 million for depreciation and amortization, $2.7 million for
deferred taxes primarily resulting from a reversal of a valuation allowance for the U.S. entity amounting to $2.4
million and $0.4 million for pension costs. Working capital activities primarily consisted of a use of cash of $3.7
million for an increase in accounts receivable primarily related to an increase in revenue, and use of cash of $0.6
million representing a decline in accounts payable, and accrued expenses representing the timing of expenditures
and payments.

At December 31, 2010, our days’ sales outstanding were approximately 61 days as compared to 61 days

as of December 31, 2009 and 62 days as of December 31, 2008.

Net Cash Used in Investing Activities

During 2010, 2009 and 2008, cash used in our investing activities was $1.9 million, $2.2 million and
$2.5 million, respectively, for capital expenditures. Capital expenditures in 2010 and 2009 related principally to
the purchasing of routine technology equipment and software. Capital spending in 2008 related principally to the
purchasing of routine technology equipment and facility upgrades. Furthermore, in 2008, we acquired certain
computer and communications equipment approximating $0.1 million through finance leases (non-cash). During
the next twelve months, we anticipate that capital expenditures for ongoing technology, hardware, equipment
and infrastructure upgrades will approximate $2.5 to $3.5 million, a portion of which we may finance.

Net Cash Provided by (Used in) Financing Activities

Total payment of long term obligations approximated $0.7 million, $0.8 million and $1.1 million for
2010, 2009 and 2008, respectively. There were no stock options exercises during the year ended December 31,
2010. Cash from financing activities in 2009 was principally driven by employee stock option exercises. Cash
proceeds received from the exercise of stock options amounted to approximately $3.5 million and $0.1 million
in 2009 and 2008, respectively.

In March 2008, we renewed a vendor agreement, which had expired in February 2008, to acquire
certain additional software licenses and to receive support and subsequent software upgrades on these and
other currently owned software licenses through February 2011, for a total cost of approximately $1.7 million,
representing a non-cash investing and financing activity. In conjunction with this agreement, we paid
approximately $0.5 million in 2010 and $0.6 million, in each of 2009 and 2008.

In June 2010, we announced that our Board of Directors authorized the repurchase of up to $2.1
million of our common stock. During the year ended December 31, 2010, we repurchased 264,000 shares of
our common stock at a cost of approximately $0.8 million, at a volume-weighted average price of $2.89 per
share. This authorization replaced a prior authorization made in May 2008, when we announced that our
Board of Directors authorized the repurchase of up to $2 million of our common stock. In 2008, we acquired
approximately 606,000 shares of our common stock for approximately $1.9 million, at a volume-weighted
average price of $3.08 per share. No shares were repurchased in 2009.

As we operate in a number of countries around the world, we face exposure to adverse movements in
foreign currency exchange rates. These exposures may change over time as business practices evolve and may
have a material adverse impact on our consolidated financial results. Our primary exposure relates to non-U.S.
based operating expenses in Philippines, India and Israel. Our U.S. Corporate headquarters has historically
funded expenditures for our foreign subsidiaries. We are exposed to foreign exchange risk and therefore we use
foreign currency forward contracts to mitigate our exposure to fluctuating future cash flows arising from
changes in foreign exchange rates. We may continue to enter into these or other such instruments in the future,
to reduce foreign currency exposure to appreciation or depreciation in the value of these foreign currencies.

Other than the aforementioned forward contracts, we have not engaged in any hedging activities nor
have we entered into off-balance sheet transactions, arrangements or other relationships with unconsolidated
entities or other persons that are likely to affect liquidity or the availability of our requirements for capital
resources.

Future Liquidity and Capital Resource Requirements

We have a $7.0 million line of credit pursuant to which we may borrow up to 80% of eligible
accounts receivable. Borrowings under the credit line bear interest at the bank’s alternate base rate plus 0.5%
or LIBOR plus 2.5%. The line, which expires in June 2011, is collateralized by our accounts receivable. We
have no outstanding obligations under this credit line as of December 31, 2010.

We believe that our existing cash and cash equivalents, short term and long term investments, funds
generated from our operating activities and funds available under our credit facility will provide sufficient
sources of liquidity to satisfy our financial needs for the next twelve months. However, if circumstances change,
we may need to raise debt or additional equity capital in the future. We have historically funded our foreign
expenditures from our U.S. Corporate headquarters on an as-needed basis.

Contractual Obligations

The table below summarizes our contractual obligations (in thousands) at December 31, 2010, and the

effect that those obligations are expected to have on our liquidity and cash flows in future periods.

Contractual Obligations

Payments Due by Period

Less than
1 year

Total

1-3 years

4-5 years

After
5 years

Capital lease obligations
Non-cancelable operating leases

$ 50 $ 50
5,037 1,330

$ -
2,420

$ -
1,287

$ -
-

Total contractual cash obligations

$ 5,087 $ 1,380

$ 2,420

$ 1,287

$ -

Future expected obligations under our pension benefit plans have not been included in the contractual

cash obligations table above.

Inflation, Seasonality and Prevailing Economic Conditions

Our most significant costs are the salaries and related benefits of our employees in Asia. We are
exposed to higher inflation in wage rates in the countries in which we operate. We generally perform work for
our clients under project-specific contracts, requirements-based contracts or long-term contracts. We must
adequately anticipate wage increases, particularly on our fixed-price contracts. There can be no assurance that
we will be able to recover cost increases through increases in the prices that we charge for our services to our
customers.

Our quarterly operating results are subject to certain fluctuations. We experience fluctuations in our
revenue and earnings as we replace and begin new projects, which may have some normal start-up delays, or
we may be unable to replace a project entirely. These and other factors may contribute to fluctuations in our
operating results from quarter to quarter. In addition, as some of our Asian facilities are closed during holidays
in the fourth quarter, we typically incur higher wages, due to overtime, that reduce our margins.

Critical Accounting Policies and Estimates

Basis of Presentation and Use of Estimates

Our discussion and analysis of our results of operations, liquidity and capital resources are based on
our consolidated financial statements which have been prepared in conformity with accounting principles
generally accepted in the United States of America. The preparation of these consolidated financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts and
billing adjustments, long-lived assets, goodwill, valuation of deferred tax assets, value of securities underlying
stock-based compensation, litigation accruals, pension benefits, valuation of derivative instruments and
estimated accruals for various tax exposures. We base our estimates on historical and anticipated results and

trends and on various other assumptions that we believe are reasonable under the circumstances, including
assumptions as to future events. These estimates form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are
subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a
significant adverse effect on our consolidated results of operations and financial position. We believe the
following critical accounting policies affect our more significant estimates and judgments in the preparation
of our consolidated financial statements.

Allowance for Doubtful Accounts

We establish credit terms for new clients based upon management’s review of their credit information
and project terms, and perform ongoing credit evaluations of our clients, adjusting credit terms when
management believes appropriate, based upon payment history and an assessment of their current credit
worthiness. We record an allowance for doubtful accounts for estimated losses resulting from the inability of
our clients to make required payments. We determine this allowance by considering a number of factors,
including the length of time trade accounts receivable are past due, our previous loss history, our estimate of the
client’s current ability to pay its obligation to us, and the condition of the general economy and the industry as a
whole. While credit losses have generally been within expectations and the provisions established, we cannot
guarantee that credit loss rates in the future will be consistent with those experienced in the past. In addition, we
will have credit exposure if the financial condition of one of our major clients were to deteriorate. In the event
that the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be necessary.

Revenue Recognition

Revenue is recognized in the period in which services are performed and delivery has occurred and

when all the criteria of Staff Accounting Bulletin 104 have been met.

Revenues for contracts billed on a time-and-materials basis are recognized as services are performed.
Revenues under fixed-fee contracts are recognized on a percentage-of-completion method of accounting as
services are performed or milestones are achieved. Revenues from fixed-fee projects accounted for less than
10% of our total revenue for each of the three years in the period ended December 31, 2010. Certain
reimbursable expenses incurred on behalf of customers are recorded on a net basis in revenues.

Long-lived Assets

We assess the recoverability of our long-lived assets, which consist primarily of fixed assets and
intangible assets with finite useful lives, whenever events or changes in circumstance indicate that the
carrying value may not be recoverable. The following factors, if present, may trigger an impairment review:
(i) significant underperformance relative to expected historical or projected future operating results; (ii)
significant negative industry or economic trends; (iii) significant decline in our stock price for a sustained
period; and (iv) a change in our market capitalization relative to net book value. If the recoverability of
these assets is unlikely because of the existence of one or more of the above-mentioned factors, we perform
an impairment analysis using a projected discounted cash flow method. We must make assumptions regarding
estimated future cash flows and other factors to determine the fair value of these respective assets. If these
estimates or related assumptions change in the future, we may be required to record an impairment charge.
Impairment charges would be
statements of
operations, and would result in reduced carrying amounts of the related assets on our balance sheets. We did
not recognize an impairment in any of our long-lived assets during each of the three years in the period ended
December 31, 2010.

in general and administrative expenses in our

included

Income Taxes

We determine our deferred taxes based on the difference between the financial statement and tax basis
of assets and liabilities, using enacted tax rates, as well as any net operating loss or tax credit carryforwards
expected to reduce taxes payable in future years. We provide a valuation allowance when it is more likely than
not that all or some portion of the deferred tax assets will not be realized. While we consider future taxable
income in assessing the need for the valuation allowance, in the event we were to determine that we would be
able to realize the deferred tax assets in the future in excess of its net recorded amount, an adjustment to the
deferred tax assets would increase income in the period such determination was made. Similarly, in the event we
were to determine that we would not be able to realize the deferred tax assets in the future considering the future
taxable income, an adjustment to the deferred tax assets would decrease income in the period such determination
was made. Change in valuation allowance from period to period is included in our tax provision in the period of
change. We had previously recorded a deferred tax liability on approximately $5.1 million of foreign earnings,
which represents a portion of foreign profits earned prior to 2002. In 2009, we made a reassessment on the
remittances of such foreign earnings and determined that these earnings will be indefinitely reinvested in our
foreign subsidiaries. Beginning in 2002, unremitted earnings of foreign subsidiaries have been included in the
consolidated financial statements without giving effect to the United States taxes that may be payable on
distribution to the United States because such earnings are not anticipated to be remitted to the United States.

In addition we have provided for an accrual for potential tax obligations resulting from income tax

audits and other potential tax obligations.

We account for income taxes regarding uncertain tax positions, and recognize interest and penalties

related to uncertain tax positions in income tax expense in our consolidated statement of operations.

Goodwill and Other Intangible Assets

We test goodwill annually for impairment using a two-step fair value based test. The first step of the
goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit
with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair
value, the second step of the goodwill impairment test must be performed to measure the amount of the
impairment loss, if any. If impairment is determined, we will recognize additional charges to operating
expenses in the period in which they are identified, which would result in a reduction of operating results and
a reduction in the amount of goodwill. Our most recent test for impairment was conducted as of September
30, 2010, in which the estimated fair values of the reporting unit exceeded its carrying amount, including
goodwill. As such, no impairment was identified or recorded.

Accounting for Stock-Based Compensation

We are authorized to grant stock options to officers, directors and employees of the Company under

various Stock Option Plans approved by stockholders.

We measure and recognize stock-based compensation expense for all share-based payment awards
made to employees and directors based on estimated fair value at the grant date and is recognized over the
requisite service period. Determining the fair value of stock-based awards at the grant date requires judgment,
including estimating the expected term of stock options and the expected volatility of our stock. The fair value
is determined using the Black-Scholes option-pricing model. We recorded stock-based compensation expense
of approximately $0.3 million, $0.2 million and $0.2 million for the years ended December 31, 2010, 2009
and 2008, respectively.

Legal Proceedings

We are subject to various legal proceedings and claims which arise in the ordinary course of business.

Our legal reserves related to these proceedings and claims are based on a determination of whether or not a
loss is probable. We review outstanding claims and proceedings with external counsel to assess probability
and estimates of loss. The reserves are adjusted if necessary. If circumstances change, we may be required to
record adjustments that could be material to our reported financial condition and results of operations.

Pensions

Most of our non-U.S. subsidiaries provide for government mandated defined pension benefits
covering those employees who meet certain eligibility requirements. Pension assumptions are significant
inputs to actuarial models that measure pension benefit obligations and related effects on operations. Two
critical assumptions – discount rate and rate of increase in compensation levels – are important elements of
plan expense and asset/liability measurements. These critical assumptions are evaluated at least annually on a
plan and a country specific basis. Other assumptions involving demographic factors such as retirement age,
mortality and turnover are evaluated periodically and are updated to reflect actual experience and expectations
for the future. Actual results in any given year will often differ from actuarial assumptions because of
economic and other factors, and in accordance with generally accepted accounting principles, the impact of
these differences are accumulated and amortized over future periods.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to its
accounting guidance on revenue arrangements with multiple deliverables. This new accounting guidance
addresses the unit of accounting for arrangements involving multiple deliverables and how consideration
should be allocated to separate units of accounting, when applicable. This guidance is effective for fiscal years
beginning on or after June 15, 2010. The adoption of this guidance is not expected to have an impact on our
consolidated financial statements.

In January 2010, the FASB issued an amendment regarding improving disclosures about fair value
measurements. This new guidance requires some new disclosures and clarifies some existing disclosure
requirements about fair value measurement. The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after December 15, 2009, except for the
disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and
for interim periods within those fiscal years. The adoption of this guidance did not have any impact on our
consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Interest rate risk

We are exposed to interest rate change market risk with respect to our credit line with a financial
institution which is priced based on the bank’s alternate base rate (3.25% at December 31, 2010) plus 0.5% or
LIBOR (0.26% at December 31, 2010) plus 2.5%. We have not borrowed under this line in 2010. We plan on
renewing the line of credit in the second quarter of 2011. To the extent we utilize all or a portion of this line of
credit, changes in the interest rate will have a positive or negative effect on our interest expense.

Foreign currency risk

We have operations in several international markets that subject us to foreign currency fluctuations.

Although the majority of our contracts are denominated in U.S. dollars, a substantial portion of the costs
incurred to render services under these contracts is incurred in the local currencies of several international
markets where we carry on our operations. Our significant operations are based in the Philippines, India and
Israel where revenues are generated in U.S. dollars and the corresponding expenses are generated in
Philippine pesos, Indian rupees and Israeli shekels.

To mitigate the exposure of fluctuating future cash flows due to changes in foreign exchange rates, we
entered into foreign currency forward contracts. These foreign currency forward contracts were entered into
with a maximum term of twelve months and have an aggregate notional amount of approximately $28.0
million as of December 31, 2010. We may continue to enter into these or other such instruments in the future
to reduce foreign currency exposure to appreciation or depreciation in the value of these foreign currencies.
The total notional amount outstanding is net of offsetting forward contracts entered into by the Company in
the fourth quarter of 2010, which have a total notional amount of $2 million. These forward contracts were
entered into by the Company primarily to protect the future cash flows from any adverse movements in the
currency. We may continue to enter into such instruments, or other instruments, in the future to reduce foreign
currency exposure to appreciation or depreciation in the value of these foreign currencies.

The impact of foreign currency fluctuations will continue to present economic challenges to us and
could negatively impact our overall results of operations. A 10% appreciation in the U.S. dollar’s value relating
to the hedged currencies would decrease the forward contracts’ fair value by approximately $2.5 million as of
December 31, 2010. Similarly, a 10% depreciation in the U.S. dollar’s value relative to the hedged currencies
would increase the forward contracts’ fair value by approximately $3.1 million as of December 31, 2010. Any
increase or decrease in the fair value of our currency exchange rate sensitive forward contracts, if utilized,
would be substantially offset by a corresponding decrease or increase in the fair value of the hedged
underlying cash flows.

Other than the aforementioned forward contracts, we have not engaged in any hedging activities nor

have we entered into off-balance sheet transactions or arrangements.

As of December 31, 2010, our foreign locations held cash and short term and long term investments

totaling approximately $14.4 million.

Item 8. Financial Statements and Supplementary Data.

See Financial Statements and Financial Statement Index commencing on page F-1 herein.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance
that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive
Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure

controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2010, our disclosure
controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting (as such term
is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the last fiscal quarter to which this
report relates that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company. Internal control over financial reporting is a process to provide
reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance
with accounting principles generally accepted in the United States of America. Internal control over financial
reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions;
providing reasonable assurance that transactions are recorded as necessary for preparation of our financial
statements; providing reasonable assurance that receipts and expenditures of company assets are made in
accordance with management authorization; and providing reasonable assurance that unauthorized
acquisition, use or disposition of company assets that could have a material effect on our financial statements
would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over
financial reporting is not intended to provide absolute assurance that a misstatement of our financial
statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded
that the Company’s internal control over financial reporting was effective as of December 31, 2010.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2010,
was audited by J.H. Cohn LLP, our independent registered public accounting firm, as stated in their report
appearing below, which expressed an unqualified opinion on the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2010.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Innodata Isogen, Inc.:

We have audited Innodata Isogen, Inc. and Subsidiaries (“Innodata”) internal control over financial reporting
as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Innodata’s management
is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Report of Management
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the effectiveness
of Innodata’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, evaluating
management’s assessment, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk and performing such other
procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with accounting principles generally accepted in the United States of America. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting principles generally accepted in the
United States of America, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, the Company has maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2010 based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets as of December 31, 2010 and 2009, and the related
consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the
period ended December 31, 2010 and the related financial statement schedule, of Innodata Isogen, Inc. and
Subsidiaries and our report dated February 28, 2011, expressed an unqualified opinion thereon.

/s/J.H. Cohn LLP

Roseland, New Jersey
February 28, 2011

Item 9B. Other information.

None.

Item 10. Directors, Executive Officers and Corporate Governance.

PART III

The information called for by Item 10 is incorporated by reference from the Company’s definitive
proxy statement for the 2011 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under
the Exchange Act no later than 120 days after the end of the Company’s 2010 fiscal year.

The Company has a code of ethics that applies to all of its employees, officers, and directors,
including its principal executive officer, principal financial and accounting officer, and controller. The text
of the Company’s code of ethics is posted on its website at www.innodata-isogen.com. The Company intends
to disclose future amendments to, or waivers from, certain provisions of the code of ethics for executive
officers and directors in accordance with applicable Nasdaq and SEC requirements.

Item 11. Executive Compensation.

The information called for by Item 11 is incorporated by reference from the Company’s definitive
proxy statement for the 2011 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under
the Exchange Act no later than 120 days after the end of the Company’s 2010 fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

The information called for by Item 12 is incorporated by reference from the Company’s definitive
proxy statement for the 2011 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under
the Exchange Act no later than 120 days after the end of the Company’s 2010 fiscal year.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information called for by Item 13 is incorporated by reference from the Company’s definitive
proxy statement for the 2011 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under
the Exchange Act no later than 120 days after the end of the Company’s 2010 fiscal year.

Item 14. Principal Accounting Fees and Services.

The information called for by Item 14 is incorporated by reference from the Company’s definitive
proxy statement for the 2011 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under
the Exchange Act no later than 120 days after the end of the Company’s 2010 fiscal year.

Item 15. Exhibits, Financial Statement Schedules.

PART IV

(a)

1. Financial Statements. See Item 8. Index to Financial Statements.
2. Financial Statement Schedules. Schedule II – Valuation and Qualifying Accounts.
3. Exhibits – See Exhibit Index attached hereto and incorporated by reference herein.

Item 8. Financial Statements.

INNODATA ISOGEN, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2010 and 2009

Consolidated Statements of Operations for the three years ended
December 31, 2010

Consolidated Statements of Stockholders’ Equity for the three years ended
December 31, 2010

Consolidated Statements of Cash Flows for the three years ended
December 31, 2010

Notes to Consolidated Financial Statements

PAGE

F-2

F-3

F-4

F-5

F-6

F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Innodata Isogen, Inc.:

We have audited the accompanying consolidated balance sheets of Innodata Isogen, Inc. and Subsidiaries as
of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity
and cash flows for each of the three years in the period ended December 31, 2010. Our audits of the
consolidated financial statements included the financial statement schedule listed in the index appearing under
Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of Innodata Isogen, Inc. and Subsidiaries as of December 31, 2010 and 2009, and their
results of operations and cash flows for each of the three years in the period ended December 31, 2010, in
conformity with accounting principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Innodata Isogen Inc. and Subsidiaries’ internal control over financial reporting as of
December 31, 2010 based on criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organization of the Treadway Commission (COSO) and our report dated February
28, 2011, expressed an unqualified opinion thereon.

/s/ J.H. Cohn LLP

Roseland, New Jersey
February 28, 2011

F-2

INNODATA ISOGEN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2010 AND 2009
(in thousands, except share data)

ASSETS

Current assets:
Cash and cash equivalents
Short term investments – other
Accounts receivable-net of allowance for doubtful accounts of $1,308 and $1,808
at December 31, 2010 and 2009, respectively
Prepaid expenses and other current assets
Deferred income taxes

Total current assets
Property and equipment, net
Other assets
Long term investments - other
Deferred income taxes
Goodwill
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable
Accrued expenses
Accrued salaries, wages and related benefits
Income and other taxes
Current portion of long term obligations
Deferred income taxes

Total current liabilities

Deferred income taxes
Income and other taxes – long term
Long term obligations

Commitments and contingencies

STOCKHOLDERS’ EQUITY:
Serial preferred stock; 5,000,000 shares authorized, none outstanding
Common stock, $.01 par value; 75,000,000 shares authorized; 26,207,000 shares issued
and 25,155,000 outstanding at December 31, 2010; and 26,167,000 shares issued and
25,379,000 outstanding at December 31, 2009
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income

Less: treasury stock, 1,052,000 shares at December 31, 2010 and 788,000 shares at
December 31, 2009, at cost

Total stockholders’ equity

Total liabilities and stockholders’ equity

See notes to consolidated financial statements.

F-3

2010

2009

$ 14,120 $ 26,480
8,875 -

11,741
8,389
3,899
3,842
1,763
1,581
43,883
36,807
5,559
4,284
2,505
2,684
-
5,000
943
2,797
675
675
$ 52,247 $ 53,565

$ 855
2,192
4,870
1,852
458
492

$ 1,261
2,293
5,022
1,339
892
487

10,719

11,294

137
349
1,604

87
-
1,199

262
20,523
20,412
1,202
42,399

262
20,267
21,159
1,486
43,174

(2,961)
39,438

(2,189)
40,985

$ 52,247 $ 53,565

INNODATA ISOGEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
(In thousands, except per share amounts)

Revenues

Operating costs and expenses
Direct operating costs
Selling and administrative expenses

2010

2009

2008

$ 61,513

$ 76,711 $ 73,175

47,284
15,659
62,943

52,143
16,318
68,461

51,347
16,486
67,833

Income (loss) from operations

(1,430)

8,250

5,342

Other (income) expense
Interest expense
Interest income

9
(224)

28
(58)

56
(262)

Income (loss) before provision for (benefit from) income taxes

(1,215)

8,280

5,548

Provision for (benefit from) income taxes

Net income (loss)

Income (loss) per share:

Basic

Diluted

Weighted average shares outstanding:

Basic

Diluted

(468)

967

(1,110)

$ (747)

$ 7,313

$ 6,658

$ (.03)

$ .30 $ .27

$ (.03)

$ .28 $ .26

25,360
25,360

24,613
25,764

24,390
25,137

See notes to consolidated financial statements.

F-4

INNODATA ISOGEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
(In thousands)

Additional

Accumulated

Other

Common Stock

Paid-in

Retained Comprehensive Treasury

Amount

Capital

Earnings

Income (Loss)

Stock

Total

January 1, 2008

Net income

Issuance of common stock upon exercise of stock options

Stock-based compensation
Pension liability adjustments, net of taxes
Purchase of treasury stock

December 31, 2008

Net income

Issuance of common stock upon exercise of stock options

Stock-based compensation
Pension liability adjustments, net of taxes
Change in fair value of derivatives, net of taxes

24,699

$ 249

$ 16,323

$ 7,188

$ (211)

$ (319)

$ 23,230

-
26
-
-
(606)

-
-
-
-
-

-
71
220
-
-

6,658
-
-
-
-

-
-
-
953
-

-
-
-
-
(1,870)

6,658
71
220
953
(1,870)

24,119

249

16,614

13,846

742

(2,189)

29,262

-
1,260
-
-
-

-
13
-
-
-

-
3,449
204
-
-

7,313
-
-
-
-

-
-
-
(75)
819

-
-
-
-
-

7,313
3,462
204
(75)
819

December 31, 2009

25,379

$ 262

$ 20,267

$ 21,159

$ 1,486

$ (2,189)

$ 40,985

Net loss
Stock-based compensation
Pension liability adjustments, net of taxes
Change in fair value of derivatives, net of taxes
Purchase of treasury stock

-
40
-
-
(264)

-
-
-
-
-

- (747)
256 -
- -
- -
- -

-
-
(288)
4
-

- (747)
- 256
- (288)
4
-
(772) (772)

December 31, 2010

25,155

$ 262

$ 20,523 $ 20,412

$ 1,202 $ (2,961) $ 39,438

See notes to consolidated financial statements.

F-5

INNODATA ISOGEN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
(In thousands)

Cash flow from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization
Provision for (recovery of ) doubtful accounts
Stock-based compensation
Deferred income taxes
Pension cost
Loss on sale of equipment
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses and other current assets
Refundable income taxes
Other assets
Accounts payable
Accrued expenses
Accrued salaries, wages and related benefits
Income and other taxes
Net cash provided by operating activities

Cash flows from investing activities:
Capital expenditures
Purchase of investments - others
Net cash used in investing activities

Cash flows from financing activities:
Payment of long-term obligations
Proceeds from exercise of stock options
Purchase of treasury stock
Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Supplemental disclosures of cash flow information:
Cash paid for income taxes
Cash paid for interest

Non-cash investing and financing activities:
Acquisition of equipment utilizing capital leases
Vendor financed software licenses acquired

2010

2009

2008

$ (747)

$ 7,313

$ 6,658

3,703
(341)
256
(1,617)
382
-

3,713
1,364
204
(607)
223
176

3,702
339
220
(2,656)
439
-

3,693
61
-
(735)
(406)
(101)
(152)
862
4,858

912
(353)

-
(234)
208
(247)
(267)
(310)
12,095

(3,683)
204
453
(206)
(920)
313
45
(404)
4,504

(1,872)
(13,875)
(15,747)

(2,168)
-
(2,168)

(2,452)
-
(2,452)

(699)
-
(772)
(1,471)

(784)
3,462
-
2,678

(1,129)
71
(1,870)
(2,928)

(12,360)

12,605

(876)

26,480

13,875

14,751

$14,120

$26,480

$13,875

$ 308
$ 9

$ 2,194
$ 28

$ 1,099
$ 56

$ -
$ -

$ 81
$ 1,650

See notes to consolidated financial statements

F-6

1. Description of Business and Summary of Significant Accounting Policies

Description of Business-Innodata Isogen, Inc. and Subsidiaries (the “Company”), is a leading provider
of publishing and related information technology services, as well as knowledge process outsourcing (“KPO”)
services, that help leading media, publishing and information services companies create, manage and distribute
their products. Publishing services include digitization, conversion, composition, data modeling and XML
encoding, and KPO services include research and analysis, authoring, copy-editing, abstracting, indexing and
other content creation activities. The Company’s staff of IT systems professionals design, implements, integrates
and deploys systems and technologies used to improve the efficiency of authoring, managing and distributing
content.

Principles of Consolidation and Basis of Presentation-The consolidated financial statements include
the accounts of Innodata Isogen, Inc. and its subsidiaries, all of which are wholly owned. All significant
intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates-In preparing financial statements in conformity with accounting principles generally
accepted in the United States of America, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Significant estimates include those related to revenue recognition,
allowance for doubtful accounts and billing adjustments, long-lived assets, goodwill, valuation of deferred tax
assets, value of securities underlying stock-based compensation, litigation accruals, pension benefits,
valuation of derivative instruments and estimated accruals for various tax exposures.

Revenue Recognition-Revenue is recognized in the period in which services are performed and

delivery has occurred and when all the criteria of Staff Accounting Bulletin 104 have been met.

Revenues for contracts billed on a time-and-materials basis are recognized as services are performed.
Revenues under fixed-fee contracts are recognized on a percentage-of-completion method of accounting as
services are performed or milestones are achieved. Revenues from fixed-fee projects accounted for less than
10% of the Company’s total revenue for each of the three years in the period ended December 31, 2010. Certain
reimbursable expenses incurred on behalf of customers are recorded on a net basis in revenues.

Foreign Currency Translation-The functional currency for the Company’s production operations
located in the Philippines, India, Sri Lanka and Israel is U.S. dollars. As such, transactions denominated in
Philippine pesos, Indian and Sri Lankan rupees and Israeli shekels were translated to U.S. dollars at rates which
approximate those in effect on transaction dates. Monetary assets and liabilities denominated in foreign
currencies at December 31, 2010 and 2009 were translated at the exchange rate in effect as of those dates.
Nonmonetary assets, liabilities, and stockholders’ equity are translated at the appropriate historical rates.
Included in direct operating costs are exchange losses (gains) resulting from such transactions of approximately
$414,000, $256,000 and $(190,000) for the years ended December 31, 2010, 2009 and 2008, respectively.

Derivative Instruments- The Company has designated its derivative (foreign currency forward
contracts) as a cash flow hedge. Accordingly, the effective portion of the derivative’s gain or loss is initially
reported as a component of accumulated other comprehensive income or loss, and is subsequently reclassified
to earnings when the hedge exposure affects earnings. The Company formally documents all relationships
between hedging instruments and hedged items, as well as its risk management objective and strategy for
undertaking various hedging activities.

Cash Equivalents-For financial statement purposes (including cash flows), the Company considers all

highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Investments-Short term and long term investments consist of certificates of deposits.

F-7

Property and Equipment-Property and equipment are stated at cost and are depreciated on the straight-
line method over the estimated useful lives of the related assets, which is generally two to five years. Leasehold
improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lives of
the leases. Certain assets under capital leases are amortized over the lives of the respective leases or the
estimated useful lives of the assets, whichever is shorter.

Long-lived Assets-Management assesses the recoverability of its long-lived assets, which consist
primarily of fixed assets and intangible assets with finite useful lives, whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. The following factors, if present, may
trigger an impairment review: (i) significant underperformance relative to expected historical or projected
future operating results; (ii) significant negative industry or economic trends; (iii) significant decline in the
Company’s stock price for a sustained period; and (iv) a change in the Company’s market capitalization
relative to net book value. If the recoverability of these assets is unlikely because of the existence of one or
more of the above-mentioned factors, an impairment analysis is performed, initially using a projected
undiscounted cash flow method. Management must make assumptions regarding estimated future cash flows
and other factors to determine the fair value of these respective assets. If these estimates or related
assumptions change in the future, the Company may be required to record an impairment charge. Impairment
charges, which would be based on discounted cash flows, would be included in general and administrative
expenses in the Company’s statements of operations, and would result in reduced carrying amounts of the
related assets on the Company’s balance sheets. No impairment charges were recorded in the three years ended
December 31, 2010.

Goodwill and Other Intangible Assets-Goodwill represents the excess purchase price paid over the
fair value of net assets acquired. The Company tests its goodwill on an annual basis using a two-step fair
value based test. The first step of the goodwill impairment test, used to identify potential impairment,
compares the fair value of a reporting unit, with its carrying amount, including goodwill. If the carrying
amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test must be
performed to measure the amount of the impairment loss, if any. If impairment is determined, the Company
will recognize additional charges to operating expenses in the period in which they are identified, which
would result in a reduction of operating results and a reduction in the amount of goodwill.

In the annual impairment test conducted by the Company as of September 30, 2010, 2009 and 2008
the estimated fair values of the reporting unit exceeded its carrying amount, including goodwill. As such, no
impairment was identified or recorded.

Income Taxes-Deferred taxes are determined based on the difference between the financial statement
and tax basis of assets and liabilities, using enacted tax rates, as well as any net operating loss or tax credit
carryforwards expected to reduce taxes payable in future years. A valuation allowance is provided when it is
more likely than not that all or some portion of the deferred tax assets will not be realized. While the Company
considers future taxable income in assessing the need for the valuation allowance, in the event that the Company
determined that it would be able to realize the deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax assets would increase income in the period such determination was
made. Similarly, in the event that the Company determined that it would not be able to realize the deferred tax
assets in the future considering future taxable income, an adjustment to the deferred tax assets would decrease
income in the period such determination was made. Changes in valuation allowance from period to period are
included in the Company’s tax provision in the period of change. The Company had previously recorded a
deferred tax liability on approximately $5.1 million of foreign earnings, which represents a portion of foreign
profits earned prior to 2002. In 2009, the Company made a reassessment on the remittances of such foreign
earnings and determined that these earnings will be indefinitely reinvested in its foreign subsidiaries. Beginning
in 2002, unremitted earnings of foreign subsidiaries have been included in the consolidated financial statements
without giving effect to the United States taxes that may be payable on distribution to the United States, because
such earnings are not anticipated to be remitted to the United States.

F-8

The Company accounts for income taxes regarding uncertain tax positions, and recognizes interest
and penalties related to uncertain tax positions in income tax expense in the consolidated statements of
operations.

Accounting for Stock-Based Compensation – The Company measures and recognizes stock-based
compensation expense for all share-based payment awards made to employees and directors based on
estimated fair value at the grant date. The stock-based compensation expense is recognized over the requisite
service period. The fair value is determined using the Black-Scholes option-pricing model.

The stock-based compensation expense related to the Company’s various stock option plans was

allocated as follows (in thousands):

Direct operating costs
Selling and adminstrative expenses

Total stock-based compensation

Years Ended December 31,
2009

2010

2008

13
243

256

13
191

204

46
174

220

Fair Value of Financial Instruments- The carrying amounts of financial instruments, including cash
and cash equivalents, accounts receivable and accounts payable approximated their fair value as of December
31, 2010 and 2009, because of the relative short maturity of these instruments.

Fair value measurements and disclosures define fair value as the price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the measurement date.

The accounting standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair

value into three levels. The three levels are defined as follows:

Level 1: Unadjusted quoted price in active market for identical assets and liabilities.
Level 2: Observable inputs other than those included in Level 1.
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in

pricing the asset or liability.

Accounts Receivable-The majority of the Company’s accounts receivable are due from secondary
publishers and information providers. The Company establishes credit terms for new clients based upon
management’s review of their credit information and project terms, and performs ongoing credit evaluations of
its customers, adjusting credit terms when management believes appropriate based upon payment history and an
assessment of their current creditworthiness. The Company records an allowance for doubtful accounts for
estimated losses resulting from the inability of its clients to make required payments. The Company determines
its allowance by considering a number of factors, including the length of time trade accounts receivable are past
due (accounts outstanding longer than the payment terms are considered past due), the Company’s previous loss
history, the client’s current ability to pay its obligation to the Company, and the condition of the general
economy and the industry as a whole. While credit losses have generally been within expectations and the
provisions established, the Company cannot guarantee that credit loss rates in the future will be consistent with
those experienced in the past. In addition, there is credit exposure if the financial condition of one of the
Company’s major clients were to deteriorate. In the event that the financial condition of one of the Company’s
clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances
may be necessary.

F-9

Concentration of Credit Risk-The Company maintains its cash with high quality financial
institutions, located primarily in the United States. To the extent that such cash exceeds the maximum
insurance levels, the Company would be uninsured. The Company has not experienced any losses in such
accounts.

Income (Loss) per Share- Basic income (loss) per share is computed using the weighted-average
number of common shares outstanding during the year. Diluted income (loss) per share is computed by
considering the impact of the potential issuance of common shares, using the treasury stock method, on the
weighted average number of shares outstanding.

Pension-The Company records annual pension costs based on calculations, which include various
actuarial assumptions including discount rates, compensation increases and other assumptions involving
demographic factors. The Company reviews its actuarial assumptions on an annual basis and makes
modifications to the assumptions based on current rates and trends. The Company believes that the
assumptions used in recording its pension obligations are reasonable based on its experience, market
conditions and inputs from its actuaries.

Deferred revenue-Deferred revenue represents payments received from customers in advance of
providing services and amounts deferred if conditions for revenue recognition have not been met. Included
in accrued expenses on the accompanying consolidated balance sheets as of December 31, 2010 and 2009 is
deferred revenue amounting to $0.8 million and $0.9 million, respectively.

Reclassifications-Certain reclassifications have been made to the prior year’s consolidated

financial statements to conform to the current year’s presentation.

Recent Accounting Pronouncements-In October 2009, the FASB issued an amendment to its
accounting guidance on revenue arrangements with multiple deliverables. This new accounting guidance
addresses the unit of accounting for arrangements involving multiple deliverables and how consideration
should be allocated to separate units of accounting, when applicable. This guidance is effective for fiscal years
beginning on or after June 15, 2010. The adoption of this guidance is not expected to have an impact on the
Company’s consolidated financial statements.

2. Property and equipment

Property and equipment, which include amounts recorded under capital leases, are stated at costs less

accumulated depreciation and amortization (in thousands), and consist of the following:

F-10

Equipment
Software
Furniture and office equipment
Leasehold improvements
Total

Less accumulated depreciation and amortization

December 31,
2009

2010

$ 20,676 $ 19,574
3,931
1,967
4,181
29,653

4,333
2,161
4,214
31,384

(27,100)

(24,094)

$ 4,284 $ 5,559

Depreciation and amortization expense of property and equipment was approximately $3.1 million in

each of the three years for the period ended December 31, 2010.

At December 31, 2010 and 2009, equipment under capital leases had a gross cost of approximately
$1.6 million. Accumulated depreciation of equipment under capital leases was $1.4 million and $1.3 million
for 2010 and 2009, respectively. Amortization of assets under capital leases is included under depreciation
and amortization expense.

3. Income taxes

The significant components of the provision for (benefit from) income taxes for each of the three

years in the period ended December 31, 2010 are as follows (in thousands):

Current income tax expense:
Foreign
Federal
State and local

Deferred income tax benefit:
Foreign
Federal
State and local

2010

2009

2008

$ 1,134 $ 1,476 $ 1,531
72
- 55
20
27
1,558 1,623

7
1,141

(234) -
(496)
(1,180)
(195) (95)
(1,609) (591)

(342)
(1,839)
(552)
(2,733)

Provision for (benefit from) income taxes

$ (468) $ 967 $(1,110)

F-11

The reconciliation of the U.S. statutory rate with the Company’s effective tax rate for each of the three

years ended December 31, 2010 is summarized as follows:

Federal statutory rate
Effect of:
State income taxes (net of federal tax benefit)
Taxes on foreign income at rates that differ from U.S.
statutory rate
Reversal of deferred tax liability relating to unrepatriated
foreign earnings
Change in valuation allowance on deferred tax assets

Increase in unrecognized tax benefits
Other
Effective rate

20 10

2009

2008

(34.0) %

34.0 %

(3.0)

3.5

(29.0)

(9.2)

6.3

6.9

(23.9)

0.8

-
(68.2)

7.5

1.0
(38.5) %

(1.0)
11.7 %

1.8
(0.8)
(20.0) %

(19.2)
45.7

No tax benefits related to stock option exercises were recorded for each of the three years in the period

ended December 31, 2010, due to net operating loss carryforwards.

Deferred tax assets and liabilities are classified as current or non-current according to the classification
of the related asset or liability. Significant components of the Company’s deferred tax assets and liabilities as
of December 31, are as follows (in thousands):

Deferred income tax assets:
Allowances not currently deductible
Depreciation and amortization
Equity compensation not currently deductible
Net operating loss carryforwards
Expenses not deductible until paid
Tax credit carryforwards
Other
Total gross deferred income tax assets before valuation allowance
Valuation allowance
Net deferred income tax assets

Deferred income tax liabilities:
Derivatives
Other
Totals

Net deferred tax assets

Net deferred income tax asset-current
Net deferred income tax asset-long term
Net deferred income tax liability-current
Net deferred income tax liability-non-current

Net deferred income tax assets

2010

2009

$ 713
418
282
1,811
865
220
69
4,378
-
4,378

$ 822
401
200
314
823
236
42
2,838
(132)
2,706

(483)
(146)
(629)

(481)
(93)
(574)

$ 3,749

$ 2,132

$ 1,581
2,797
(492)
(137)

$ 1,763
943
(487)
(87)

$ 3,749

$ 2,132

In assessing the realization of deferred tax assets, management considers whether it is more likely than

F-12

not that all or some portion of the deferred tax assets will not be realizable. The ultimate realization of the
deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences are deductible and net operating losses are available. In 2008, the Company considered
many factors when assessing the likelihood of future realization of the deferred tax assets, including the
Company’s cumulative earnings, expectation of future taxable income, the carryforward periods available for tax
reporting purposes, and other relevant factors. Based upon management’s assessment and the available evidence,
in 2008 the Company reversed the entire portion of the valuation allowance previously recorded on the U.S.
portion of deferred tax assets, resulting in a non-cash tax benefit amounting to $2.4 million. The decline in
valuation allowance in 2008 also resulted from the utilization of net operating losses. The remaining valuation
allowance at December 31, 2009 represents the portion the Company has established deferred tax assets on its
foreign subsidiaries. At December 31, 2010, the Company had no valuation allowance on deferred tax assets of
its foreign subsidiaries.

The Company had previously recorded a deferred tax liability on approximately $5.1 million of foreign
earnings, which it intended to remit to the U.S. These earnings represent a portion of the Company’s foreign
profits earned prior to 2002. In 2009, the Company made a reassessment on the remittances of such foreign
earnings and determined that these earnings will be indefinitely reinvested in its foreign subsidiaries. As a
result of the change in assertion, the Company reduced its deferred tax liabilities related to undistributed
foreign earnings by approximately $2.0 million. Beginning in 2002, unremitted earnings of foreign
subsidiaries have been included in the consolidated financial statements without giving effect to the United
States taxes that may be payable on distribution to the United States, because such earnings are not anticipated
to be remitted to the United States. Undistributed earnings of foreign subsidiaries amount to $19.0 million at
December 31, 2010. These earnings are considered to be indefinitely reinvested, and accordingly, no
provision for U.S. federal or state income taxes has been made.

The net change in the total valuation allowance for the years ended December 31, 2010, 2009 and 2008
was an increase (decline) of $(0.1) million, $0.1 million, $(3.7) million, respectively. The Company utilized
approximately $5.8 million and $3.8 million of net operating loss carryforwards for the years ended December
31, 2009 and 2008, respectively.

United States and foreign components of income (loss) before income taxes for each of the three years

ended December 31, (in thousands) are as follows:

United States
Foreign

Total

2010

2009

2008

$ (3,852)
2,637

$ 3,919 $ 3,455
2,093
4,361

$ (1,215)

$ 8,280

$ 5,548

Certain foreign subsidiaries enjoy tax holidays. Whereas the income tax holiday for one of the
Company’s Philippine subsidiaries expired in May 2009 and the income tax holiday for one of the Indian
subsidiaries expired in March 2009, one of the other foreign subsidiaries continued enjoying tax holiday
benefits in 2010. Due to the tax holiday, the income tax rate for these subsidiaries was substantially reduced, the
tax benefit from which was approximately $0.1 million, $0.2 million and $0.4 million for each of the three years
in the period ended December 31, 2010, respectively. In addition, certain of the Company’s foreign subsidiaries
are subject to preferential tax rates.

F-13

At December 31, 2010, the Company had available U.S. federal and New Jersey state net operating loss
carryforwards of approximately $8.8 million and $10.5 million, respectively. These net operating loss
carryforwards expire at various times through 2030. Stock option exercises resulted in tax deductions in excess
of previously recorded benefits based on the option value at the time of grant (a “windfall”). Although these
benefits were reflected in the net operating losses, the additional tax benefit associated with the windfall is not
recognized until the deduction reduces taxes payable. Accordingly, since the tax benefit did not reduce the
current taxes payable due to net operating losses, these windfall tax benefits were not reflected in the deferred
tax assets for 2010 and 2009. Windfalls included in net operating losses but not reflected in deferred tax assets as
of December 31, 2010 were approximately $4.0 million.

The Company had unrecognized tax benefits of $1.8 million and $1.3 million at December 31, 2010 and
2009, respectively. The portion of unrecognized tax benefits relating to interest and penalties was $0.4 million,
each at December 31, 2010 and 2009. The unrecognized tax benefits as of December 31, 2010 and 2009, if
recognized, would have an impact on the Company’s effective tax rate.

The following table represents a roll forward of the Company’s unrecognized tax benefits and

associated interest during the years then ended (amounts in thousands):

December 31,

2010

2009

Balance at beginning of year
Increases for tax position in prior years
Decreases for tax position in prior years
Interest accrual
Balance at end of year

1,303
445
(5)
84
1,827

840
470
(176)
169
1,303

The Company is subject to U.S. federal income tax as well as income tax in various states and foreign
jurisdictions. The Company is no longer subject to examination by federal and New Jersey taxing authorities for
years prior to 2006. Various foreign subsidiaries currently have open tax years ranging from 2004 through 2009.

Pursuant to an income tax audit by the Indian Bureau of Taxation in March 2006, one of the
Company’s Indian subsidiaries received a tax assessment approximating $339,000, including interest, through
December 31, 2010, for the fiscal tax year ended March 31, 2003. Management disagreed with the basis of the
tax assessment and filed an appeal with the Appeal Officer against the assessment. In October 2010, the
matter was resolved with a judgment in the Company’s favor. Under the Indian Income Tax Act, however, the
income tax assessing officer has a right to appeal against the judgment passed by the Appeal Officer. In
December 2010, the income tax assessing officer exercised this right, against which the Company has filed an
application to defend the case and the Company intends to contest it vigorously. The Indian Bureau of
Taxation has also completed an audit of the Company’s Indian subsidiary’s income tax return for the fiscal tax
year ended March 31, 2004. The ultimate outcome was favorable, and there was no tax assessment imposed
for the fiscal tax year ended March 31, 2004. As of December 31, 2008 and 2009, the Indian subsidiary
received a final tax assessment for the fiscal years ended March 31, 2005 and 2006 from the Indian Bureau of
Taxation approximating $340,000 and $319,000, respectively, including interest through December 31, 2010.
Management disagrees with the basis of these tax assessments, have filed an appeal against the assessments,
which it is contesting vigorously. As the Company is continually subject to tax audits by the Indian Bureau of
Taxation, the Company assessed the likelihood of an unfavorable assessment for the fiscal years ended March
31, 2007, and subsequent years for this subsidiary, and recorded an additional tax provision amounting to
approximately $829,000 including interest through December 31, 2010. The Indian Bureau of Taxation
commenced an audit of this subsidiary’s income tax return for the fiscal years ended March 31, 2008 and
2009. The ultimate outcome cannot be determined at this time.

4. Long term obligations

F-14

Total long term obligations as of December 31, 2010 and 2009 consist of the following (in

thousands):

Vendor obligations
Capital lease obligations (1)
Deferred lease payments
Microsoft licenses (2)

Pension obligations
Accrued pension liability

Less: Current portion of long term obligations
Totals

2010

2009

$ 50
282
-

$ 161
185
550

1,730
2,062
458
$ 1,604

1,195
2,091
892
$ 1,199

(1) In 2008, the Company financed the acquisition of certain computer and communications equipment. The
capital lease obligations bear interest at rates ranging from 6% to 12% and are payable over two to three years.

(2) In March 2008, the Company renewed a vendor agreement to acquire certain additional software
licenses and to receive support and subsequent software upgrades on these and other currently owned software
licenses through February 2011. Pursuant to this agreement, the Company was obligated to pay $137,500 on a
quarterly basis over the term of the agreement. As of December 31, 2010, the Company paid the entire
obligation.

Amortization expense was approximately $0.6 million, in each of the three years, in the period ended

December 31, 2010.

5. Commitments and contingencies

Line of Credit- The Company has a $7.0 million line of credit pursuant to which it may borrow up to
80% of eligible accounts receivable. Borrowings under the credit line bear interest at the bank’s alternate base
rate plus 0.5% or LIBOR plus 2.5%. The line, which expires in June 2011, is collateralized by the Company’s
accounts receivable. The Company has no outstanding obligations under this credit line as of December 31,
2010.

Leases-The Company is obligated under various operating lease agreements for office and production
space. Certain agreements contain escalation clauses and requirements that the Company pay taxes, insurance
and maintenance costs. Company leases that include escalated lease payments are expensed on a straight-line
basis over the non-cancelable base lease period.

Lease agreements for production space in most overseas facilities, which expire through 2030, contain
provisions pursuant to which the Company may cancel the leases with a minimal notice period, generally subject
to forfeiture of the security deposit. For each of the three years in the period ended December 31, 2010, rent
expense, principally for office and production space totaled approximately $3.0 million.

Future minimum lease payments, by year and in the aggregate, under non-cancelable operating leases

with initial or remaining terms of one year or more as of December 31, 2010 (in thousands) are as follows:

F-15

Years Ending December 31,

2011
2012
2013
2014
2015

Total minimum lease payments

$ 1,330
1,370
1,050
689
598

$ 5,037

Litigation – The Supreme Court of the Republic of the Philippines has refused to review a decision of
the Court of Appeals in Manila against a Philippines subsidiary of the Company that is inactive and has no
material assets, and purportedly also against Innodata Isogen, Inc., that orders the reinstatement of certain
former employees of the subsidiary to their former positions and also orders the payment of back wages and
benefits that aggregate approximately $7.5 million. Based on consultation with legal counsel, the Company
believes that recovery against the Company is nevertheless unlikely.

The Company is also subject to various legal proceedings and claims which arise in the ordinary

course of business.

Foreign Currency-The Company’s production facilities are located in the Philippines, India, Sri Lanka
and Israel. To the extent that the currencies of these countries fluctuate, the Company is subject to risks of
changing costs of production after pricing is established for certain customer projects.

Indemnifications-The Company is obligated under certain circumstances to indemnify directors, certain
officers and employees against costs and liabilities incurred in actions or threatened actions brought against such
individuals because such individuals acted in the capacity of director and/or officer or fiduciary of the Company.
In addition, the Company has contracts with certain clients pursuant to whom the Company has agreed to
indemnify the client for certain specified and limited claims. These indemnification obligations occur in the
ordinary course of business and, in many cases do not include a limit on potential maximum future payments. As
of December 31, 2010, the Company has not recorded a liability for any obligations arising as a result of these
indemnifications.

Liens-In connection with the procurement of tax incentives at one of the Company’s foreign
subsidiaries, the foreign zoning authority was granted a first lien on the subsidiary’s property and equipment. As
of December 31, 2010, the net book value of the property and equipment was $0.6 million.

6. Pension benefits

U.S. Defined Contribution Pension Plan - The Company has a defined contribution plan qualified
under Section 401(k) of the Internal Revenue Code, pursuant to which substantially all of its U.S. employees are
eligible to participate after completing six months of service. Participants may elect to contribute a portion of
their compensation to the plan. Under the plan, the Company has the discretion to match a portion of
participants’ contributions. The Company intends to match approximately $0.1 million to the plan for the year

F-16

ended December 31, 2010. For the years ended December 31, 2009 and 2008, the Company’s matching
contributions were approximately $0.1 million.

Non-U.S. Pension benefits – The accounting standard for pensions requires an employer to recognize
a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the
funded status of defined benefit pension and other post-retirement benefit plans.

Most of the non-U.S. subsidiaries provide for government mandated defined pension benefits. For
certain of these subsidiaries, vested eligible employees are provided a lump sum payment upon retiring from
the Company at a defined age. The lump sum amount is based on the salary and tenure as of retirement date.
Other non-U.S subsidiaries provide for a lump sum payment to vested employees on retirement, death,
incapacitation or termination of employment, based upon the salary and tenure as of the date employment
ceases. The liability for such defined benefit obligations is determined and provided on the basis of actuarial
valuations. As of December 31, 2010, these plans are unfunded. Pension expense for foreign subsidiaries
totaled approximately $0.4 million, $0.2 million and $0.4 million for each of the three years in the period
ended December 31, 2010.

The following table summarizes the amounts recognized in accumulated other comprehensive

income, net of taxes (in thousands):

Years Ended December 31,
2009

2010

2008

Amortization of transition obligation
Actuarial gain

Total

Amounts in accumulated other comprehensive income not yet
reflected in net periodic pension cost, net of taxes:

Actuarial gain
Transition obligation

Total

Amounts in accumulated other comprehensive income expected to
be amortized in 2011 net periodic pension cost:

Actuarial gain
Transition obligation

Total

91
(379)
(288)

774
(395)
379

43
(83)
(40)

99
(174)
(75)

92
861
953

1,153
(486)
667

The following table sets out the status of the non-U.S pension benefits and the amounts (in thousands)
recognized in the Company’s consolidated financial statements for each of the three years ended
December 31:

F-17

Benefit Obligations:

Change in the Benefit Obligation:

2010

2009

2008

Projected benefit obligation at beginning of the year
Service cost
Interest cost
Actuarial loss (gain)
Foreign currency exchange rate changes
Benefits paid
Projected benefit obligation at end of year

$ 1,392
244
142
271
86
(61)
$ 2,074

$ 1,072
210
105
24
23
(42)
$ 1,392

$ 1,860
314
151
(1,022)
(170)
(61)
$ 1,072

Components of Net Periodic Pension Cost:

Service cost
Interest cost
Actuarial (gain) loss recognized
Net periodic pension cost

2010

2009

2008

$ 244
142
(4)
$ 382

$ 210
105
(92)
$ 223

$ 314
151
(26)
$ 439

The accumulated benefit obligation, which represents benefits earned to date, was approximately $0.9

million and $0.6 million at December 31, 2010 and 2009, respectively.

Actuarial assumptions for all non-U.S. plans are described below. The discount rates are used to
measure the year end benefit obligations and the earnings effects for the subsequent year. The assumptions for
each of the three years ended December 31, 2010 are as follows:

Discount rate
Rate of increase in compensation levels

2010
8.5%-9.9%
7%-9%

2009
7.2%-12%
7%-10%

2008
7.6%-12%
7%-10%

Estimated Future Benefit Payments:

The following benefit payments, which reflect expected future service, as appropriate, are expected to

be paid (in thousands):

Years Ending December 31,

2011

2012

2013

2014

2015

2016 to 2020

$ 142

129

154

990
$ 1,578

F-18

7. Restructuring Charges

As part of the overall cost reduction plan to reduce operating costs, in December 2008 the Company
announced a restructuring plan that reduced its global work force by approximately 260 employees, the
majority of whom were based in Asia. Most employees were terminated by December 31, 2008.

In connection with the restructuring, the Company recorded in 2008, a one-time charge of
approximately $475,000 in the consolidated statement of operations for severance and other personnel-related
expenses. Of the total restructuring charges, $255,000 was allocated to direct operating costs and $220,000
was allocated to selling and administrative expenses. As of December 31, 2008, the Company paid $265,000
of the total restructuring charges and paid the remaining balance of $210,000 in 2009.

8. Capital Stock

Common Stock - The Company is authorized to issue 75,000,000 shares of common stock. Each
share of common stock has one vote. Subject to preferences that may be applicable to any outstanding shares
of preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may
be declared by the Board of Directors. No common stock dividends have been declared to date.

Preferred Stock – The Company is authorized to issue 5,000,000 shares of preferred stock. The Board
of Directors is authorized to fix the terms, rights, preferences and limitations of the preferred stock and to issue
the preferred stock in series which differ as to their relative terms, rights, preferences and limitations.

Stockholder Rights Plan - On December 16, 2002, the Board of Directors adopted a Stockholder
Rights Plan (―Rights Plan‖) in which one right (―Right‖) was declared as a dividend for each share of the
Company’s common stock outstanding. The purpose of the plan is to deter a hostile takeover of the Company.
Each Right entitles its holders to purchase, under certain conditions, one one-thousandth of a share of newly
authorized Series C Participating Preferred Stock (―Preferred Stock‖), with one one-thousandth of a share of
Preferred Stock intended to be the economic and voting equivalent of one share of the Company’s common
stock. Rights will be exercisable only if a person or group acquires beneficial ownership of 15% (25% in the
case of specified executive officers of the Company) or more of the Company’s common stock or commences a
tender or exchange offer, upon the consummation of which such person or group would beneficially own such
percentage of the common stock. Upon such an event, the Rights enable dilution of the acquiring person’s or
group’s interest by providing that other holders of the Company’s common stock may purchase, at an exercise
price of $4.00, the Company’s common stock having a market value of $8.00 based on the then market price of
the Company’s common stock, or at the discretion of the Board of Directors, Preferred Stock, having double the
value of such exercise price. The Company will be entitled to redeem the Rights at $.001 per Right under certain
circumstances set forth in the Rights Plan. The Rights themselves have no voting power and will expire on
December 26, 2012, unless earlier exercised, redeemed or exchanged.

Common Stock Reserved - As of December 31, 2010, the Company had reserved for issuance

approximately 3,698,000 shares of common stock pursuant to the Company’s stock option plans.

Treasury Stock - In June 2010, the Company announced that the Board of Directors authorized the
repurchase of up to $2.1 million of its common stock. There is no expiration date associated with the program.
During the year ended December 31, 2010, the Company repurchased 264,000 shares of its common stock at a
cost of approximately $0.8 million. Approximately $1.3 million remains available for repurchase under the
program as of December 31, 2010. This authorization replaced a prior authorization made in May 2008.

F-19

9. Stock Options

The Company adopted, with stockholder approval, the Innodata Isogen, Inc. 2009 Stock Plan (the
“2009 Plan”). The maximum number of shares of common stock that may be delivered under the 2009 Plan is
(i) 1,000,000 shares of common stock, plus (ii) 835,834, shares of common stock that were available for
issuance under the Company’s 2001 and 2002 Stock Option Plans (the “Prior Plans”) as of the effective date
of the 2009 Plan, plus (iii) any shares subject to an award or portion of any award under the Prior Plans that
were outstanding as of the effective date of the 2009 Plan that expire or terminate unexercised, become
unexercisable or are forfeited or otherwise terminated, surrendered or canceled as to any shares without the
delivery of shares of common stock or other consideration, subject to adjustment for certain specified changes
to the Company's capital structure. No further grants may be made under the Prior Plans.

All directors, officers and other employees, and other persons who provide services to the Company,
are eligible to participate in the 2009 Plan. The 2009 Plan provides for the grants of stock options (which may
be incentive stock options within the meaning of the Internal Revenue Code of 1986, as amended, or non-
qualified stock options). The stock options granted may have a maximum term of up to ten years. The 2009
Plan also provides for awards of stock appreciation rights, restricted stock awards, stock units and
performance grants.

The Company’s Board of Directors may amend, alter, suspend, discontinue, or terminate the 2009
Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension,
discontinuation or termination shall be made without stockholder approval, if such approval is necessary to
comply with any tax or regulatory requirement applicable to the 2009 Plan; and provided further that any such
amendment, alteration, suspension, discontinuance or termination that would impair the rights of any
participant or any holder or beneficiary of any award theretofore granted shall not to that extent be effective
without the consent of the affected participant, holder or beneficiary. Notwithstanding the foregoing, the
Board of Directors may unilaterally amend the 2009 Plan and outstanding awards without participant consent,
as it deems necessary or appropriate, to ensure compliance with applicable securities laws and provisions of
the Internal Revenue Code of 1986.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing
model. The weighted average fair values of the options granted and weighted average assumptions are as
follows:

For the Years Ended December 31,
2009 (1)

2008

2010

Weighted average fair value of options granted

3.04

$ —

2.46

Risk-free interest rate
Expected life (years)
Expected volatility factor
Expected dividends

2.50%-3.20%
8.00
90%
None

—
—
—
—

3.61%
8.00
97%
None

(1) There were no options granted in 2009.

The Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods
equal to the expected term of the options in effect at the time of grant. The expected term of options granted is
based on a combination of vesting schedules, term of the options and historical experience. Expected volatility
is based on historical volatility of the Company’s common stock. The Company uses an expected dividend
yield of zero since it has never declared or paid any dividends on its capital stock.

F-20

A summary of option activity under the Plans as of December 31, 2010, and changes during the year

then ended is presented below:

Number of Shares

Weighted-Average
Exercise Price

Weighted-Average Remaining
Contractual Term (years)

Aggregate Intrinsic
Value

Outstanding at January 1, 2010

Granted

Exercised

Forfeited/Expired

Outstanding at December 31, 2010

1,846,780
250,000
—
—
2,096,780

$
$

2.63
4.33
—
—
2.83

Exercisable at December 31, 2010

1,860,530

2.66

4.03

3.37

889,000

The total compensation cost related to non-vested stock options not yet recognized as of
December 31, 2010 totaled approximately $1.0 million. The weighted-average period over which these costs
will be recognized is thirty-seven months.

Because of the Company’s net operating loss carryforwards, no tax benefits resulting from the
exercise of stock options have been recorded, thus there was no effect on cash flows from operating or
financing activities.

No options were exercised during the year ended December 31, 2010. The total intrinsic value of
options exercised during the year ended December 31, 2009 and 2008 was approximately $4.0 million and $0.1
million, respectively. The total fair value of stock options vested during the year ended December 31, 2010 was
$0.1 million.

In March 2010, the Compensation Committee of the Company’s Board of Directors approved the
issuance of 40,000 restricted shares to the Chief Financial Officer, which vest over four years. No restricted
shares vested as of December 31, 2010. The weighted average grant date fair value of the restricted shares was
$0.2 million.

In July 2010, the Compensation Committee of the Company’s Board of Directors approved the
issuance of 100,000 performance-based stock option awards. These awards vest upon attainment of certain
financial performance targets for 2010, as established by management. As of December 31, 2010, no stock-
based compensation expense associated with such grant was recorded, as the performance targets are not
likely to be met.

10. Comprehensive income (loss)

The components of comprehensive income (loss) are as follows (in thousands):

Net income (loss)
Pension liability adjustment, net of taxes
Unrealized gain from derivatives, net of taxes
Comprehensive income (loss)

December 31,

2010

2009

2008

(747)
(288)
4
(1,031)

7,313
(75)
819
8,057

6,658
953
—
7,611

Accumulated other comprehensive income as reflected in the consolidated balance sheets consists of

F-21

changes in pension liability adjustments, net of taxes, and changes in fair value of derivatives, net of taxes.
The components of accumulated other comprehensive income as of December 31, 2010 and 2009, and
changes during the years then ended, is presented below (in thousands):

Pension Liability
Adjustment

Fair Value of
Derivatives

Accumulated Other
Comprehensive Income

Balance at January 1, 2009
Current-period change
Balance at December 31, 2009
Current-period change
Balance at December 31, 2010

742
(75)
667
(288)
379

-
$
819
819
4
823

742
744
1,486
(284)
1,202

11. Segment reporting and concentrations

The Company operates in one reportable segment.

The Company’s services revenues are generated principally from its production facilities located in the
Philippines, India, Sri Lanka and Israel. The Company does not depend on significant revenues from sources
internal to the countries in which the Company operates; nevertheless, the Company is subject to certain
adverse economic and political risks relating to overseas economies in general, such as inflation, currency
fluctuations and regulatory burdens.

Long-lived assets as of December 31, 2010 and 2009, respectively by geographic region are comprised

of:

United States

Foreign countries:
Philippines
India
Sri Lanka
Israel
Total foreign

2010

2009

(in thousands)

$ 1,066

$ 1,152

2,300
895
495
203
3,893
$ 4,959

2,927
1,284
592
279
5,082
$ 6,234

Three clients generated approximately 39%, 51% and 55% of the Company’s total revenues in the fiscal
year ended December 31, 2010, 2009 and 2008, respectively. No other client accounted for 10% or more of
revenues during these periods. Further, in the years ended December 31, 2010, 2009 and 2008, revenues from
non-US clients accounted for 33%, 21% and 21%, respectively, of the Company's revenues.

F-22

Revenues for each of the three years in the period ended December 31, 2010 by geographic region

(determined based upon customer’s domicile), are as follows:

United States
United Kingdom
The Netherlands
Other - principally Europe

2010

2009

2008

(in thousands)

$ 41,015
8,198
8,230
4,070
$ 61,513

$ 60,314
6,656
6,150
3,591
$ 76,711

$ 59,042
4,978
7,564
3,417
$ 75,001

A significant amount of the Company's revenues is derived from clients in the publishing industry.
Accordingly, the Company's accounts receivable generally include significant amounts due from such clients.
In addition, as of December 31, 2010, approximately 34% of the Company's accounts receivable was from
foreign (principally European) clients and 37% of accounts receivable was due from three clients. As of
December 31, 2009, approximately 37% of the Company's accounts receivable was from foreign (principally
European) clients and 31% of accounts receivable was due from two clients. No other client accounts for 10%
or more of the receivables as of December 31, 2010 and 2009.

12.

Income (Loss) per Share

For the Years Ended December 31,

2010

2009

2008

(in thousands, except per share amounts)

Net income (loss)

$ (747)

$ 7,313

$ 6,658

Weighted average common shares outstanding
Dilutive effect of outstanding options
Adjusted for dilutive computation

25,360
-
25,360

24,613
1,151
25,764

24,390
747
25,137

Basic income (loss) per share is computed using the weighted-average number of common shares
outstanding during the year. Diluted income (loss) per share is computed by considering the impact of the
potential issuance of common shares, using the treasury stock method, on the weighted average number of
shares outstanding.

Options to purchase 0.4 million and 1.1 million shares of common stock in 2010 and 2008,
respectively, were outstanding but not included in the computation of diluted income (loss) per share because
the options’ exercise price was greater than the average market price of the common shares and therefore, the
effect would have been antidilutive. All options outstanding were included in the computation of diluted net
income (loss) per share in 2009 as the exercise price was lower than the average market price. In addition,
diluted net loss per share in 2010 does not include 1.8 million potential common shares derived from the
exercise of stock options because as a result of the Company incurring losses, their effect would have been
antidilutive.

F-23

13. Quarterly Financial Data (Unaudited)

The quarterly results of operations are summarized below:

2010
Revenues
Gross profit
Net income (loss)
Basic net income (loss) per share
Diluted net income (loss) per share

2009
Revenues
Gross profit
Net income (loss)
Basic net income (loss) per share
Diluted net income (loss) per share

14. Derivatives

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

(in thousands, except per share amounts)

$ 15,386
$ 15,474
$ 3,279
$ 3,202
$ (874)
$ (1,404)
$ (.06)
$ (.03)
$ (.06) $ (.03)

$ 14,890
$ 15,763
$ 4,491
$ 3,257
$ 313 $ 1,218
$ .05
$ .01
$ .05
$ .01

$ 21,112
$ 8,705
$ 3,581
$ .15
$ .15

$ 20,905
$ 7,436
$ 3,204
$ .13
$ .13

$ 18,510
$ 5,709
$ 1,296
$ .05
$ .05

$ 16,184
2,718
$ (768)
$ (.03)
$ (.03)

The Company has a large portion of its operations in international markets that subject it to foreign
currency fluctuations. The most significant foreign currency exposures occur when revenue and associated
accounts receivable are collected in one currency and expenses incurred in order to generate that revenue are
accounted for in another currency. The Company’s primary exchange rate exposure relates to payroll, other
payroll costs and operating expenses in the Philippines, India and Israel.

To manage its exposure to fluctuations in foreign currency exchange rates, the Company entered into
foreign currency forward contracts, authorized under Company policies, with counterparties that were highly
rated financial institutions. The Company utilized non-deliverable forward contracts expiring within twelve
months to reduce its foreign currency risk.

The Company formally documents all relationships between hedging instruments and hedged items, as
well as its risk management objective and strategy for undertaking hedge transactions. The Company does not
hold or issue derivatives for trading purposes. All derivatives are recognized at their fair value and are
classified based on the instrument’s maturity date. The total notional amount for outstanding derivatives as of
December 31, 2010 and 2009 was $28 million and $36 million, respectively, which is comprised of cash flow
hedges denominated in U.S. dollars. The total notional amount outstanding as of December 31, 2010, is net of
offsetting forward contracts entered into by the Company in the fourth quarter of 2010, which have a total
notional amount of $2 million. These forward contracts were entered into by the Company primarily to protect
future cash flows from any adverse movements in currency.

The following table presents the fair value of derivative instruments included within the consolidated

balance sheets as of December 31, 2010 and 2009 (in thousands):

F-24

Balance Sheet Location

Asset Derivatives
Fair Value

2010

2009

Derivatives designated as hedging instruments:

Foreign currency forward contracts

Prepaid expenses and
other current assets

1,304

1,300

The effect of foreign currency forward contracts designated as cash flow hedges on the consolidated

statements of operations for the years ended December 31, 2010 and 2009 were as follows (in thousands):

2010

2009

Net gain recognized in OCI (1)
Net gain reclassified from accumulated OCI into income (2)
Net gain recognized in income (3)

$
$
$

2,246
2,242
—

$
$
$

1,575
275
—

(1) Net change in the fair value of the effective portion classified in other comprehensive income ("OCI").
(2) Effective portion classified within direct operating costs.
(3) There were no ineffective portions for the periods presented.

15. Financial Instruments

The following table sets forth the financial instruments as of December 31, 2010, that the Company
measured at fair value, on a recurring basis by level, within the fair value hierarchy (in thousands). As
required by the standard, assets measured at fair value are classified in their entirety based on the lowest level
of input that is significant to their fair value measurement.

December 31, 2010

Level 1

Level 2

Level 3

Assets

Derivatives

December 31, 2009

Assets

Derivatives

— $

1,304

—

Level 1

Level 2

Level 3

— $

1,300

—

The Level 2 assets contain foreign currency forward contracts. Fair value is determined based on the
observable market transactions of spot and forward rates. The fair value of these contracts as of December 31,
2010 and 2009 is included in prepaid expenses and other current assets in the accompanying consolidated
balance sheets.

F-25

Exhibits which are indicated as being included in previous filings are incorporated herein by reference.

Exhibit Description

Filed as Exhibit

3.1 (a)

3.1 (b)

3.1 (c)

3.2

3.3

4.2

4.3

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

Restated Certificate of Incorporation filed on
April 29, 1993

Filed as Exhibit 3.1(a) to our Form 10-K for the year ended
December 31, 2003

Certificate of Amendment of Certificate of
Incorporation of Innodata Corporation filed on
March 1, 2001

Certificate of Amendment of Certificate of
Incorporation of Innodata Corporation
Filed on November 14, 2003

Filed as Exhibit 3.1(b) to our Form 10-K for the year ended
December 31, 2003

Filed as Exhibit 3.1(c) to our Form 10-K for the year ended
December 31, 2003

Form of Amended and Restated By-Laws

Exhibit 3.1 to Form 8-K dated December 16, 2002

Form of Certificate of Designation of
Series C Participating Preferred Stock

Filed as Exhibit A to Exhibit 4.1 to Form 8-K dated
December 16, 2002

Specimen of Common Stock certificate

Exhibit 4.2 to Form SB-2 Registration Statement No. 33-62012

Form of Rights Agreement, dated as of
December 16, 2002 between Innodata Corporation
and American Stock Transfer and Trust Co., as
Rights Agent

1994 Stock Option Plan

1993 Stock Option Plan

Form of Indemnification Agreement
between us and our directors and one of our
Officers

Exhibit 4.1 to Form 8-K dated December 16, 2002

Exhibit A to Definitive Proxy dated August 9, 1994

Exhibit 10.4 to Form SB-2 Registration Statement No. 33-62012

Exhibit 10.3 to Form 10-K for the year ended December 31, 2002

1994 Disinterested Directors Stock Option Plan

Exhibit B to Definitive Proxy dated August 9, 1994

1995 Stock Option Plan

1996 Stock Option Plan

1998 Stock Option Plan

2001 Stock Option Plan

2002 Stock Option Plan

Exhibit A to Definitive Proxy dated August 10, 1995

Exhibit A to Definitive Proxy dated November 7, 1996

Exhibit A to Definitive Proxy dated November 5, 1998

Exhibit A to Definitive Proxy dated June 29, 2001

Exhibit A to Definitive Proxy dated September 3, 2002

Employment Agreement dated as of
January 1, 2004 with George Kondrach

Filed as Exhibit 10.10 to our Form 10-K for the year ended
December 31, 2003

Letter Agreement dated as of August 9, 2004, by
and between us and The Bank of New York

Filed as Exhibit 10.2 to Form S-3 Registration statement
No. 333-121844

Employment Agreement dated as of December
22, 2005, by and between us and Steven L. Ford

Form of 2001 Stock Option Plan Grant Letter,
Dated December 22, 2005

Exhibit 10.1 to Form 8-K dated December 28, 2005

Exhibit 10.2 to Form 8-K dated December 28, 2005

10.14

Form of 1995 Stock Option Agreement

Exhibit 10.4 to Form 8-K dated December 15, 2005

10.15

Form of 1998 Stock Option Agreement for
Directors

Exhibit 10.5 to Form 8-K dated December 15, 2005

10.16

Form of 1998 Stock Option Agreement for Officers Exhibit 10.6 to Form 8-K dated December 15, 2005

10.17

Form of 2001 Stock Option Agreement

Exhibit 10.7 to Form 8-K dated December 15, 2005

10.18

Form of new vesting and lock-up agreement for

Exhibit 10.8 to Form 8-K dated December 15, 2005

each of Haig Bagerdjian, Louise Forlenza,
John Marozsan and Todd Solomon

10.19

Form of new vesting and lock-up agreement

Exhibit 10.9 to Form 8-K dated December 15, 2005

for Jack Abuhoff

10.20

Form of new vesting and lock-up agreement

Exhibit 10.10 to Form 8-K dated December 15, 2005

10.21

10.22

for George Kondrach
Form of new vesting and lock-up agreement

for Stephen Agress

Form of 2001 Stock Option Plan Grant Letter,
dated December 31, 2005, for Messrs. Abuhoff,

Agress and Kondrach

10.23

Form of 2001 Stock Option Plan Grant Letter,
dated December 31, 2005, for Messrs. Bagerdjian

Exhibit 10.11 to Form 8-K dated December 15, 2005

Exhibit 10.2 to Form 8-K dated January 5, 2006

Exhibit 10.3 to Form 8-K dated January 5, 2006

10.24

10.25

10.26

10.27

and Marozsan and Ms. Forlenza

Transition Agreement Dated as of September 29,
2006
2006 with Stephen Agress

Exhibit 10.1 to Form 8-K dated October 3, 2006

Form of Stock Option Modification Agreement
With Stephen Agress

Exhibit 10.2 to Form 8-K dated October 3, 2006

Employment Agreement dated as of February 1,
2006 with Jack Abuhoff

Exhibit 10.2 to Form 8-K dated April 27, 2006

Employment Agreement dated as of
January 1, 2007 with Ashok Mishra

Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2007

10.28

Innodata Isogen Incentive Compensation Plan

Exhibit 10.1 to Form 8-K dated February 13, 2008

10.29

10.30

10.31

10.32

Form of 2002 Stock Option Plan Grant Letter,
dated August 13, 2008, for Messrs. Bagerdjian,
Marozsan and Woodward, and Ms. Forlenza

Amended and Restated Employment Agreement
dated as of December 24, 2008 with Jack S.
Abuhoff

Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2008

Exhibit 10.1 to Form 8-K dated December 30, 2008

Employment Agreement dated as of March 25,
2009 with Jack Abuhoff

Exhibit 10.1 to Form 8-K dated March 25, 2009

Separation Agreement and General Release dated
as of April 27, 2009 with Steven Ford

Exhibit 10.1 to Form 8-K dated April 27, 2009

10.33

2009 Stock Option Plan

Annex A to Definitive Proxy dated April 28, 2009

10.34

10.35

10.36

10.37

Employment Agreement dated as of November
9, 2009 with O’Neil Nalavadi

Exhibit 10.1 to Form 8-K dated October 11, 2009

Form of 2009 Stock Option Plan Grant Letter,
dated April 2, 2010 for O’Neil Nalavadi
Form of 2009 Stock Option Plan Grant Letter,
dated March 16, 2010 for O’Neil Nalavadi

Form of 2009 Stock Option Plan Grant Letter,
dated March 16, 2010 for O’Neil Nalavadi

Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2010

Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2010

Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2010

31.1

31.2

32.1

32.2

Letter of Grant Thornton regarding change in
certifying accountant

Exhibit 4.01 to Form 8-K dated September 12, 2008

Significant subsidiaries of the registrant

Filed herewith

Consent of J.H. Cohn LLP

Filed herewith

Certificate of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

Certificate of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

Filed herewith

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

INNODATA ISOGEN, INC.

/s/ Jack Abuhoff
Jack Abuhoff
Chairman of the Board,
Chief Executive Officer and President

In accordance with the Exchange Act, this report has been signed below by the following persons on

behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Jack Abuhoff

Jack Abuhoff

/s/ O’Neil Nalavadi

O’Neil Nalavadi

/s/ Todd Solomon

Todd Solomon

Chairman of the Board,
Chief Executive Officer and President

February 28, 2011

Senior Vice President,
Chief Financial Officer
and Principal Accounting Officer

February 28, 2011

Director

February 28, 2011

/s/ Louise C. Forlenza

Director

February 28, 2011

Louise C. Forlenza

/s/ Haig S. Bagerdjian

Director

February 28, 2011

Haig S. Bagerdjian

/s/ Stewart R. Massey

Director

February 28, 2011

Stewart R. Massey

/s/ Anthea C. Stratigos

Anthea C. Stratigos

Director

February 28, 2011

Independent Auditors
J.H. Cohn LLP
4 Becker Farm Road
Roseland, NJ 07068

Registrar & Transfer Agent
American Stock Transfer
and Trust Company
59 Maiden Lane
New York, NY 10038

Tel (800) 937-5449
Tel (718) 921-8124

Legal Counsel
Folger & Folger
521 Fifth Avenue
New York, NY 10175

Duplicate Mailings
When a stockholder owns shares in more than one account, or when
several stockholders live at the same address, they may receive multiple
copies of the annual report or other mailings. For information on how to
eliminate multiple mailings, contact American Stock Transfer and Trust
Company at (718) 921-8124.

Annual Meeting of Stockholders
The Annual Meeting of Stockholders for Innodata Isogen, Inc. will be held
on June 7, 2011 at 11:00 a.m. at the company’s corporate headquarters,
Three University Plaza, Hackensack, New Jersey 07601.

Stock Trading
Innodata Isogen, Inc.’s common stock trades on the NASDAQ Global
Market under the symbol INOD. As of February 1, 2011, there were 88
stockholders of record and approximately 3,832 beneficial stockholders.
The table below sets forth, for the periods indicated, the high and low
prices per share of Innodata Isogen, Inc. common stock for the last
two fiscal years.

Historical Stock Price

Fiscal 2010

Fiscal 2009

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

High

$6.47

$4.26

$3.16

$3.33

Low

$3.85

$2.48

$2.54

$2.66

High

$3.78

$5.47

$8.79

$8.49

Low

$1.85

$3.15

$4.26

$4.97

Stock Quote Performance Graph

Comparative 5-Year Cumulative Total Return Among Innodata Isogen, Inc., NASDAQ Market Index and SIC Code Index

$180

$160

$140

$120

$100

$80

$60

$40

$20

12/05

12/06

12/07

12/08

12/09

12/10

Innodata Isogen, Inc.
Nasdaq Market Index
SIC Code Index

This performance graph
compares the cumulative total
return (assuming reinvestment of
dividends) of an investment of
$100 in Innodata Isogen, Inc. on
January 1, 2006 through its
fiscal year ended December 31,
2010, to the NASDAQ Market
Index and the Industry Index for
SIC Code 7374, Service-
Computer Processing and Data
Preparation.

Assumes $100 invested on Jan.
1, 2006. Assumes Dividend
reinvested fiscal year ended
Dec. 31, 2010.