8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2013

GENPACT LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	001-33626	98-0533350
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Canon’s Court, 22 Victoria Street

Hamilton HM 12, Bermuda

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (441) 295-2244

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2013, Genpact Limited (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2013. The Company is furnishing this Form 8-K pursuant to Item 2.02, “Results of Operations and Financial Condition.” A copy of the press release, attached hereto as Exhibit 99.1, and a slide presentation to be presented during the conference call to discuss the Company’s financial results for the three months ended June 30, 2013, attached hereto as Exhibit 99.2, are incorporated herein by reference.

The information in this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 2.02 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Company is making reference to non-GAAP financial information in the press release and slide presentation and on the conference call. A reconciliation of the non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release and slide presentation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1	Press release dated August 6, 2013
Exhibit 99.2	Slide presentation to be presented during the conference call to discuss the Company’s financial results for the three months ended June 30, 2013

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENPACT LIMITED
Date: August 6, 2013	By:	/s/ Heather White
	Name:	Heather White
	Title:	Vice President and Senior Legal Counsel

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated August 6, 2013
99.2	Slide presentation to be presented during the conference call to discuss the Company’s financial results for the three months ended June 30, 2013

EX-99.1

Exhibit 99.1

Genpact Reports Results for the Second Quarter of 2013

Revenues of $534.8 Million, Up 14.4%

Adjusted Income from Operations of $89.2 Million, Up 14.6%

Cash Flow from Operations of $76.1 Million

NEW YORK, August 6, 2013 – Genpact Limited (NYSE: G), a global leader in business process management and technology services, today announced financial results for the second quarter ended June 30, 2013.

Key Financial Results – Second Quarter 2013

• Revenues were $534.8 million, up 14.4% from $467.6 million in the second quarter of 2012. Revenues from Global Clients were up 19.8%, and business process management revenues from Global Clients were up 18.1%.

• Income from operations was $78.0 million, up 23.5% from $63.2 million in the second quarter of 2012.

• Net income attributable to Genpact Limited shareholders was $63.9 million, up 4.5% from $61.1 million in the second quarter of 2012. Net income margin for the second quarter of 2013 was 11.9%, compared to 13.1% in the second quarter of 2012.

• Diluted earnings per common share were $0.27, unchanged from the second quarter of 2012.

• Adjusted income from operations was $89.2 million, up 14.6% from $77.8 million in the second quarter of 2012.

• Adjusted income from operations margin was 16.7%, up from 16.6% in the second quarter of 2012.

• Adjusted diluted earnings per share were $0.32, unchanged from the second quarter of 2012.

N.V. ‘Tiger’ Tyagarajan, Genpact’s president and CEO said, “Continuing our momentum in 2013, in the second quarter Genpact delivered strong growth in revenues and adjusted operating income, as well as solid cash flows from operations. Our results demonstrate that the key elements of our growth strategy are resonating with the marketplace. With an increasingly targeted focus on the most promising industry verticals and solutions that integrate process, technology and analytics, we are unlocking innovation, driving client loyalty and strengthening our foundation for long-term sustainable growth.”

Revenues from Global Clients grew 19.8% over the second quarter of 2012. Business process management revenues from Global Clients grew by 18.1%, led by growth in Banking and Financial Services, Consumer Packaged Goods, Life Sciences and Healthcare and Business Services. Revenues from Global Clients represented approximately 77.3% of Genpact’s total revenues, or $413.2 million, with the remaining 22.7% of revenues, or $121.6 million, coming from GE. GE revenues decreased 0.9% from the second quarter of 2012, adjusted for dispositions by GE of businesses that Genpact continues to serve.

In the 12 months ending June 30, 2013, 55 client relationships each contributed revenues of $5 – $15 million, up from 41 such relationships as of June 30, 2012, 14 client relationships each contributed revenues of $15 – $25 million, up from 11 such relationships as of June 30, 2012 and 12 client relationships each contributed revenues of $25 million or more, up from 10 such client relationships as of June 30, 2012.

75.1% of Genpact’s revenues for the quarter came from business process management services, compared to 76.5% in the second quarter of 2012. Revenues from IT services were 24.9% of total revenues for the quarter, up from 23.5% in the second quarter of 2012.

Genpact generated $76.1 million of cash from operations in the quarter, compared to $127.2 million (including approximately $45 million from an up-front client payment) in the second quarter of 2012. Genpact had approximately $535.9 million in cash and cash equivalents and short term deposits as of June 30, 2013.

As of June 30, 2013, Genpact had approximately 60,200 employees worldwide, up from approximately 58,600 as of June 30, 2012. Genpact’s employee attrition rate for the quarter was approximately 27%, measured from the first day of employment, compared to 25% for the same period in 2012. Annualized revenue per employee for the quarter was $36,700, up from $33,900 for the three months ended June 30, 2012.

Year-to-Date Results

• Revenues were $1.039 billion, up 15.0% from $903.1 million for the six months ended June 30, 2012.

• Income from operations was $151.9 million, up 22.9% from $123.6 million in the six months ended June 30, 2012.

• Net income attributable to Genpact Limited shareholders was $110.6 million, up from $99.6 million for the six months ended June 30, 2012; net income margin was 10.6%, compared to 11.0% for the six months ended June 30, 2012.

• Diluted earnings per common share were $0.47, up from $0.44 for the six months ended June 30, 2012.

• Adjusted income from operations was $171.9 million, up 15.1% from $149.4 million for the six months ended June 30, 2012.

• Adjusted income from operations margin was 16.6%, up from 16.5% for the six months ended June 30, 2012.

• Adjusted diluted earnings per share were $0.55, up from $0.53 for the six months ended June 30, 2012.

Genpact’s employee attrition rate for the six months ended June 30, 2013 was 25%, measured from the first day of employment, compared to 24% for the same period in 2012. Annualized revenue per employee for the six months ended June 30, 2013 was $35,600, up from $33,400 for the six months ended June 30, 2012.

2013 Outlook

Tyagarajan continued, “The macro environment continues to be mixed: challenging for some industries and geographies, improving in others. Our pipeline is healthy and stable, with a significant uptick in larger, transformative deals. Large, transformational engagements are where we want to be, but they are complex and do have a longer decision cycle time. As a result of these longer cycle times, together with more subdued GE revenues, we now expect revenues for the full year 2013 to be in the lower half of our range of $2.15 – $2.20 billion. We continue to expect adjusted operating income margin in a range of 15.8% – 16.3%.”

Conference Call to Discuss Financial Results

Genpact management will host an hour-long conference call beginning at 4:30 p.m. ET on August 6, 2013 to discuss the company’s performance for the second quarter of 2013. To participate, callers can dial +1 877 703-6104 from within the U.S. or +1 857 244-7303 from any other country. Thereafter, callers will be prompted to enter the participant code, 90030810.

A live webcast of the call including slides with our comments will also be made available on the Genpact Investor Relations website at http://investors.genpact.com. For those who cannot participate in the call, a replay and podcast will be available on Genpact’s website, www.genpact.com, after the end of the call. A transcript of the call as well as the presentation slides will also be made available on the website.

About Genpact

Genpact Limited (NYSE: G), a global leader in business process management and technology services, leverages the power of smarter processes, smarter analytics and smarter technology to help its clients drive intelligence across their enterprise. Genpact’s Smart Enterprise Processes (SEP^SM) framework, its unique science of process combined with deep domain expertise in multiple industry verticals, leads to superior business outcomes. Genpact’s Smart Decision Services deliver valuable business insights to its clients through targeted analytics, reengineering expertise, and advanced risk management. Making technology more intelligent by embedding it with process and data insights, Genpact also offers a wide range of technology services. Driven by a passion for process innovation and operational excellence built on its Lean and Six Sigma DNA and the legacy of serving GE for more than 15 years, the company’s 60,000+ professionals around the globe deliver services to its more than 700 clients from a network of 68 delivery centers across 18 countries supporting more than 30 languages. For more information, visit www.genpact.com.

Safe Harbor

This press release contains certain statements concerning our future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those in such forward-looking statements. These risks, uncertainties and other factors include but are not limited to a slowdown in the economies and sectors in which our clients operate, a slowdown in the business process management and information technology services sectors, the risks and uncertainties arising from our past and future acquisitions, our ability to manage growth, factors which may impact our cost advantage, wage increases, changes in tax rates and tax legislation, our ability to attract and retain skilled professionals, risks and uncertainties regarding fluctuations in our earnings, general economic conditions affecting our industry as well as other risks detailed in our reports filed with the U.S. Securities and Exchange Commission, including Genpact’s Annual Report on Form 10-K. These filings are available at www.sec.gov. Genpact may from time to time make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. Although Genpact believes that these forward-looking statements are based on reasonable assumptions, you are cautioned not to put undue reliance on these forward-looking statements, which reflect management’s current analysis of future events and should not be relied upon as representing management’s expectations or beliefs as of any date subsequent to the time they are made. Genpact does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of Genpact.

Contact

Investors	Bharani Bobba
	+1 (646) 624-5951
	bharani.bobba@genpact.com
Media	Gail Marold +1 (919) 345-3899 gail.marold@genpact.com

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share data and share count)

	As of December 31,		As of June 30,
	2012		2013
Assets
Current assets
Cash and cash equivalents	$	459,228	$	519,127
Accounts receivable, net		451,960		474,702
Accounts receivable from related party, net		29		63
Short term deposits		18,292		16,791
Deferred tax assets		48,489		53,774
Prepaid expenses and other current assets		150,769		178,159
Total current assets	$	1,128,767	$	1,242,616
Property, plant and equipment, net		200,362		180,606
Deferred tax assets		91,383		96,187
Investment in equity affiliates		416		334
Customer-related intangible assets, net		84,748		83,190
Marketing-related intangible assets, net		21,585		22,136
Other intangible assets, net		6,054		6,461
Goodwill		956,064		962,933
Other assets		116,548		105,866
Total assets	$	2,605,927	$	2,700,329

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share data and share count)

	As of December 31,			As of June 30,
	2012			2013
Liabilities and equity
Current liabilities
Short-term borrowings	$	80,000		$	115,000
Current portion of long-term debt		4,982			4,250
Current portion of capital lease obligations		1,301			1,379
Accounts payable		18,652			13,915
Income taxes payable		22,304			41,065
Deferred tax liabilities		538			379
Accrued expenses and other current liabilities		390,041			386,026
Total current liabilities	$	517,818		$	562,014
Long-term debt, less current portion		656,879			655,726
Capital lease obligations, less current portion		2,533			2,784
Deferred tax liabilities		6,068			6,046
Other liabilities		250,848			277,137
Total liabilities	$	1,434,146		$	1,503,707
Shareholders’ equity
Preferred shares, $0.01 par value, 250,000,000 authorized, none issued		—			—
Common shares, $0.01 par value, 500,000,000 authorized, 225,480,172 and 229,513,754 issued and outstanding as of December 31, 2012 and June 30, 2013, respectively		2,253			2,294
Additional paid-in capital		1,202,448			1,238,983
Retained earnings		281,982			392,595
Accumulated other comprehensive income (loss)		(318,272	)		(439,458	)
Genpact Limited shareholders’ equity		1,168,411			1,194,414
Noncontrolling interest		3,370			2,208
Total equity		1,171,781			1,196,622
Commitments and contingencies		—			—
Total liabilities and equity	$	2,605,927		$	2,700,329

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data and share count)

	Three months ended June 30,						Six months ended June 30,
	2012			2013			2012			2013
Net revenues
Net revenues from services - others	$	467,469		$	534,614		$	902,793		$	1,038,271
Net revenues from services - related party		162			190			317			381
Total net revenues		467,631			534,804			903,110			1,038,652
Cost of revenue
Services		285,222			332,714			550,687			644,440
Total cost of revenue		285,222			332,714			550,687			644,440
Gross profit	$	182,409		$	202,090		$	352,423		$	394,212
Operating expenses:
Selling, general and administrative expenses		114,253			118,403			219,258			231,627
Amortization of acquired intangible assets		5,790			6,185			11,080			11,736
Other operating (income) expense, net		(801	)		(486	)		(1,513	)		(1,088	)
Income from operations	$	63,167		$	77,988		$	123,598		$	151,937
Foreign exchange (gains) losses, net		(21,977	)		(17,184	)		(18,306	)		(13,802	)
Other income (expense), net		(699	)		(10,539	)		(823	)		(15,650	)
Income before Equity-method investment activity, net and income tax expense	$	84,445		$	84,633		$	141,081		$	150,089
Equity-method investment activity, net		13			(63	)		26			(107	)
Income before income tax expense	$	84,432		$	84,696		$	141,055		$	150,196
Income tax expense		21,633			19,234			38,000			36,482
Net Income	$	62,799		$	65,462		$	103,055		$	113,714
Net income attributable to noncontrolling interest		1,699			1,586			3,415			3,101
Net income attributable to Genpact Limited shareholders	$	61,100		$	63,876		$	99,640		$	110,613
Net income available to Genpact Limited common shareholders		61,100			63,876			99,640			110,613
Earnings per common share attributable to Genpact Limited common shareholders
Basic	$	0.27		$	0.28		$	0.45		$	0.48
Diluted	$	0.27		$	0.27		$	0.44		$	0.47
Weighted average number of common shares used in computing earnings per common share attributable to Genpact Limited common shareholders
Basic		223,182,251			229,237,503			222,996,243			228,232,364
Diluted		227,880,427			235,329,303			227,676,670			234,475,027

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six months ended June 30,
	2012			2013
Operating activities
Net income attributable to Genpact Limited shareholders	$	99,640		$	110,613
Net income attributable to noncontrolling interest		3,415			3,101
Net income	$	103,055		$	113,714
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization		28,145			27,318
Amortization of debt issue costs (including loss on extinguishment of debt)		1,307			4,392
Amortization of acquired intangible assets		11,118			11,736
Reserve for doubtful receivables		(151	)		5,070
Reserve for mortgage loans		107			—
Unrealized (gain) loss on revaluation of foreign currency asset/liability		(18,962	)		(14,067	)
Equity-method investment activity, net		26			(107	)
Stock-based compensation expense		17,243			16,619
Deferred income taxes		(8,728	)		1,589
Others, net		90			6,087
Change in operating assets and liabilities:
Increase in accounts receivable		(16,791	)		(25,492	)
Increase in other assets		(36,308	)		(25,385	)
Decrease in accounts payable		(5,076	)		(3,060	)
Decrease in accrued expenses and other current liabilities		(1,321	)		(33,809	)
Increase in income taxes payable		30,611			18,826
Increase in other liabilities		27,707			4,244
Net cash provided by operating activities	$	132,072		$	107,675
Investing activities
Purchase of property, plant and equipment		(41,602	)		(25,635	)
Proceeds from sale of property, plant and equipment		283			283
Investment in affiliates		(205	)		—
Short term deposits placed		(26,493	)		(36,769	)
Redemption of short term deposits		20,410			36,769
Payment for business acquisitions, net of cash acquired		(36,927	)		(46,134	)
Proceeds from divestiture of business, net of cash divested		—			(1,049	)
Net cash used for investing activities	$	(84,534	)	$	(72,535	)
Financing activities
Repayment of capital lease obligations		(1,162	)		(874	)
Proceeds from long-term debt		—			121,410
Repayment of long-term debt		(15,000	)		(119,723	)
Proceeds from Short-term borrowings		—			35,000
Repayment of Short-term borrowings		(1,000	)		—
Proceeds from issuance of common shares under stock based compensation plans		3,788			27,478
Payment for net settlement of stock based awards		(1,409	)		(7,521	)
Payment of Earn-out consideration		—			(2,993	)
Cost incurred in relation to debt amendment and refinancing		—			(7,908	)
Distribution to noncontrolling interest		(2,762	)		(3,242	)
Net cash provided by (used for) financing activities	$	(17,545	)	$	41,627
Effect of exchange rate changes		(1,703	)		(16,868	)
Net increase in cash and cash equivalents		29,993			76,767
Cash and cash equivalents at the beginning of the period		408,020			459,228
Cash and cash equivalents at the end of the period	$	436,310		$	519,127
Supplementary information
Cash paid during the period for interest	$	4,212		$	18,474
Cash paid during the period for income taxes	$	40,266		$	38,909
Property, plant and equipment acquired under capital lease obligation	$	1,178		$	1,385

Reconciliation of Adjusted Non-GAAP Financial Measures to GAAP Measures

To supplement the consolidated financial statements presented in accordance with GAAP, this press release includes the following measures defined by the Securities and Exchange Commission as non-GAAP financial measures:

• Adjusted income from operations;

• Adjusted net income attributable to shareholders of Genpact Limited, or adjusted net income; and

• Adjusted diluted earnings per share attributable to shareholders of Genpact Limited, or adjusted diluted earnings per share.

These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures, the financial statements prepared in accordance with GAAP and the reconciliations of Genpact’s GAAP financial statements to such non-GAAP measures should be carefully evaluated.

Prior to July 2012, Genpact’s management used financial statements that excluded significant acquisition related expenses and amortization of related acquired intangibles for its internal management reporting, budgeting and decision making purposes including comparing Genpact’s operating results to that of its competitors. However, considering Genpact’s frequent acquisitions of varying scale and size, and the difficulty in predicting expenses relating to acquisitions and amortization of acquired intangibles thereof, since July 2012 Genpact’s management uses financial statements that exclude all acquisition related expenses and amortization of acquired intangibles for its internal management reporting, budgeting and decision making purposes including comparing Genpact’s operating results to that of its competitors.

Additionally, Genpact’s management uses financial statements that exclude stock-based compensation expense, amortization of acquired intangibles at formation in 2004 and expenses related to the change of shareholding and capital restructuring in 2012. Because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use when adopting ASC 718 “Compensation-Stock Compensation,” Genpact’s management believes that providing non-GAAP financial measures that exclude all of the above expenses allows investors to make additional comparisons between Genpact’s operating results and those of other companies. Genpact also believes that it is unreasonably difficult to provide its financial outlook in accordance with GAAP for a number of reasons including, without limitation, its inability to predict its stock-based compensation expense under ASC 718, the amortization of intangibles associated with further acquisitions and acquisition related expenses, if any. Accordingly, Genpact believes that the presentation of adjusted income from operations and adjusted net income, when read in conjunction with the Company’s reported results, can provide useful supplemental information to investors and management regarding financial and business trends relating to its financial condition and results of operations.

A limitation of using adjusted income from operations and adjusted net income versus income from operations and net income calculated in accordance with GAAP is that these non-GAAP financial measures exclude a recurring cost, namely stock-based compensation. Management compensates for this limitation by providing specific information on the GAAP amounts excluded from adjusted income from operations and adjusted net income.

The following tables show the reconciliation of these adjusted financial measures from GAAP for the three and six months ended June 30, 2012 and 2013:

Reconciliation of Adjusted Income from Operations

(Unaudited)

(In thousands)

	Three months ended June 30,						Six months ended June 30,
	2012			2013			2012			2013
Income from operations as per GAAP	$	63,167		$	77,988		$	123,598		$	151,937
Add: Amortization of acquired intangible assets resulting from Formation Accounting		1,755			767			3,632			1,572
Add: Amortization of acquired intangible assets relating to acquisitions		2,627			4,087			5,254			7,498
Add: Consultancy and legal fees relating to change of shareholding and capital restructuring		1,687			—			2,487			—
Add: Stock based compensation		9,980			10,093			17,243			16,619
Less: Provision for loss on divestitures		—			(2,945	)		—			(3,661	)
Add: Other income (expense)		322			709			632			979
Add Gain (Loss) on Equity-method investment activity, net		(13	)		63			(26	)		107
Less: Net income attributable to noncontrolling interest		(1,699	)		(1,586	)		(3,415	)		(3,101	)
Adjusted income from operations	$	77,826		$	89,176		$	149,405		$	171,950

Reconciliation of Adjusted Net Income

(Unaudited)

(In thousands, except per share data)

	Three months ended June 30,						Six months ended June 30,
	2012			2013			2012			2013
Net income as per GAAP	$	61,100		$	63,876		$	99,640		$	110,613
Add: Amortization of acquired intangible assets resulting from Formation Accounting		1,755			767			3,632			1,572
Add: Amortization of acquired intangible assets relating to acquisitions		2,627			4,087			5,254			7,498
Add: Consultancy and legal fees relating to change of shareholding and capital restructuring		1,687			—			2,487			—
Add: Stock based compensation		9,980			10,093			17,243			16,619
Less: Tax impact on amortization of acquired intangibles resulting from Formation Accounting		(366	)		(158	)		(833	)		(299	)
Less: Tax impact on amortization of acquired intangibles relating from acquisitions		(902	)		(1,394	)		(1,786	)		(2,556	)
Less: Tax impact on stock based compensation		(3,059	)		(2,605	)		(5,033	)		(4,295	)
Less: Tax impact on consultancy and legal fees relating to change of shareholding and capital restructuring		(182	)		—			(182	)		—
Adjusted net income	$	72,640		$	74,666		$	120,422		$	129,152
Adjusted diluted earnings per share	$	0.32		$	0.32		$	0.53		$	0.55

EX-99.2

Genpact

2

nd

Quarter 2013 Earnings Presentation

August 6, 2013

Ticker (NYSE: G)

Exhibit 99.2

Forward Looking Statements

These

materials

contain

certain

statements

concerning

our

future

growth

prospects

and

forward-looking

statements,

as

defined

in

the

safe

harbor

provisions

of

the

U.S.

Private

Securities

Litigation

Reform

Act

of

1995. These statements are based on Genpact’s current expectations and beliefs, as well as a number of

assumptions

concerning

future

events.

These

statements

involve

a

number

of

risks,

uncertainties

and

other

factors that could cause actual results to differ materially from those in such forward-looking statements.

These risks and uncertainties include but are not limited to a slowdown in the economies and sectors in

which

our

clients

operate,

a

slowdown

in

the

BPM

and

IT

Services

sectors,

the

risks

and

uncertainties

arising from our past and future acquisitions, our ability to manage growth, factors which may impact our

cost advantage, wage increases, our ability to attract and retain skilled professionals, risks and

uncertainties regarding fluctuations in our earnings, general economic conditions affecting our industry as

well as other risks detailed in our reports filed with the U.S. Securities and Exchange Commission (the

“SEC”),

including

the

Company's

Annual

Report

on

Form

10-K.

These

filings

are

available

at

www.sec.gov

or on the investor relations section of our website, www.genpact.com. Genpact may from time to time make

additional written and oral forward-looking statements, including statements contained in our filings with the

SEC. The Company does not undertake to update any forward-looking statements that may be made from

time to time by or on behalf of the Company.

These materials also include measures defined by the SEC as non-GAAP financial measures. Genpact

believes that these non-GAAP measures can provide useful supplemental information to investors

regarding

financial

and

business

trends

relating

to

its

financial

condition

and

results

of

operations

when

read in conjunction with the Company’s reported results. Reconciliations of these non-GAAP measures to

GAAP are available in this presentation and in our earnings release dated August 6, 2013.

Non-GAAP Financial Measures

3

Solid 2

nd

Quarter 2013

We continue to deliver consistent growth which is a reflection of our

differentiated, diversified and resilient business model

Q2 ‘13 versus Q2 ‘12 performance:

Total Revenue: 

+14%

Revenue from Global Clients:

+20%

GE Revenue:

-1%

Adjusted Operating Income

(1)

:

+15%

Adjusted

Operating

Income

margin

(1)

of

16.7%

Broad-based growth across industry verticals and service offerings

Smart Decision Services resumed growth

Continued to significantly expand client relationships

Notes:

1)

Adjusted Operating Income is a Non-GAAP Measure. GAAP Operating Income increased 23.5% and GAAP

OperatingMargin was 15%.

4

Expanding Client Relationships

Notes:

1)  Relationship size = Clients representing annual revenues based on rolling four quarters

41

11

10

55

14

12

0

10

20

30

40

50

60

$5 to $15 MM

$15 to $25 MM

>$25 MM

Relationship Size

(1)

Q2 12

Q2 13

5

Our Strategy is Resonating With Clients

Lead

Guide global enterprises to best-in-class through our

proprietary SEP

SM

framework

Example: Selected by large global industrial company to improve its

aftermarket services organization and processes

Expand

Invest in targeted industry verticals and domain expertise

Example:

Won

an

ITO

engagement,

leveraging

our

deep

expertise

in

the

CPG vertical, processes and technology

Allocate

Allocate capital and resources to support sustainable,

profitable growth and shareholder value

Example: Integrated recent acquisition that provided deep domain

expertise in the attractive, high-growth Healthcare market

Deliver

Execute seamlessly for clients across service lines and

geographies

Example: Engaged by large, existing Pharma client to improve end-

consumer experience

6

Macro-Environment Mixed; Pipeline Healthy

Macro-environment continues to be mixed

Challenges in some geographies and industries, improving in others

Pipeline remains healthy and stable with uptick in larger, transformative deals

U.S. and Europe strong

Growth across verticals led by Capital Markets, CPG, Life Sciences and BFS

Services led by F&A, ITO and Banking Operations

Increased share of large deals in pipeline; extends cycle times

Win rates steady; pricing competitive but stable

Clients’

continued focus on improving business models leading to

more transformative discussions

7

Revenue Growth of 14.4% Driven by Global Clients

Q2 2013 Global Clients

Business Process Management revenues increased 18% while ITO revenues increased 25%

Q2 2013 GE

Growth in ITO more than offset by decline in Business Process Management

H1 2013 revenue at $1.039 billion; up 15.0% year over year

Global

Clients

(1)

GE

(1)

BPM

ITO

14.4%

YoY

Growth%

19.8%

(0.9)%

14.4%

20.9%

12.4%

YoY

Growth%

$467.6

$534.8

Q2 ‘12

Q2 ‘13

Q2 ‘12

Q2 ‘13

357.6

401.8

110.0

133.0

$467.6

$534.8

122.8

344.9

121.6

413.2

($ in millions)

Notes:

1)  Data adjusted for divestitures from GE

($ in millions)

8

Adjusted Income From Operations Growth of 14.6%

Q2 ‘12

Q2 ‘13

YoY Growth

Revenue

$467.6

$534.8

14.4%

Cost Of Revenue

285.2

332.7

16.7%

Gross Profit

182.4

202.1

10.8%

Gross Profit % of Revenue

39.0%

37.8%

(120)bps

Selling, general and administrative expenses

114.3

118.4

3.6%

SG&A % of Revenue

24.4%

22.1%

(230)bps

Adjusted Income From Operations

(1)

77.8

89.2

14.6%

Adjusted Income From Operations Margin %

16.6%

16.7%

10 bps

Notes:

($ millions)

1)  Adjusted Operating Income is a Non-GAAP Measure. Income from Operations was $63.2 million in Q2 ‘12 and $78.0 

     million in Q2 ’13

9

EPS Bridge

27

4

Adjusted

Income from

Operations

Q2 ‘12

GAAP

EPS

Q2 ‘12

Q2 ‘13

Adjusted Net Income ($ millions)

72.6

74.7

Diluted

Shares

Outstanding

(millions)

(3)

228

235

(2)

(2)

Higher

Interest

Income/

Others

27

(1)

1

Lesser Fx

Re-

measurement

Gains

Incremental

Interest due

to previous

debt facility

One-time

write off due

to Q2 ‘13

refinance

(2)

Total Net Interest Expense-(2)

(Cents per share)

Net

other

Adjustments

(1)

32

32

5

5

Net

other

Adjustments

(1)

Q2 ‘12

Adjusted

EPS

Q2 ‘13

Adjusted

EPS

Q2 ‘13

GAAP

EPS

Increase       Decrease

Notes:

- The above bridge reflects only significant variance items year over year

- EPS = Diluted earnings per share

1)

Adjustments primarily include amortization of intangibles relating to acquisition and share-based compensation expenses.

2)

One-time write off relating to upfront fees and payment for early termination of previous debt facility

3)

Weighted average number of diluted shares outstanding

10

Strong Cash Flow From Operations

One-time upfront client payment distorting year-over-year comparison

Normalizing

for

upfront

client

payment,

2

quarter

cash

flow

from

operations

declined

7%

due

to:

•

Accelerated

payments

from

clients

in

the

1

quarter

2013

•

Timing of employee bonus payments across quarter-end

82

45

Q2 ‘12

Q2 ‘13

(40)%

(7)%

Operating

Performance

Upfront Client

Payment

(One-time)

$127

$76

76

YoY

Growth%

($ in millions)

Q2 ‘12

Q2 ‘13

Days sales outstanding

82

80

Cash

and

Liquid

Assets

($

millions)

(1)

442

536

Notes:

1) Cash and Liquid Assets = Cash and Cash equivalents and short-term deposits

nd

st

H1 ‘12

H1 ‘13

$132

$108

(18)%

24%

YoY

Growth%

87

45

108

($ in millions)

11

Genpact Helps Clients Navigate Change

Our focus:

Build on strong position in large, under-penetrated target markets

Refine and consistently implement our growth strategy

Differentiate our capabilities and expertise in our targeted vertical markets

Deliver clear measurable business impact for clients

Q&A

13

Annexure 1: Reconciliation of Adjusted Income

from Operations

(USD, In Thousands)

2012

2013

Income from operations as per GAAP

$

63,167

$

77,988

Add: Amortization of acquired intangible assets resulting from

Formation Accounting

1,755

767

Add: Amortization of acquired intangible assets relating to

acquisitions

2,627

4,087

Add: Consultancy and legal fees relating to change of shareholding

and capital restructuring

1,687

-

Add: Stock based compensation

9,980

10,093

Add: Other income (expense)

322

(2,236)

Less: Equity-method investment activity, net

(13)

63

Less: Net income attributable to noncontrolling interest

(1,699)

(1,586)

Adjusted income from operations

$

77,826

$

89,176

Three

months

ended

June

30

14

Annexure 2: Reconciliation of Adjusted Net Income

(USD, In Thousands, except per share data)

2012

2013

Net income as per GAAP

$

61,100

$

63,876

Add: Amortization of acquired intangible assets resulting from

Formation Accounting

1,755

767

Add: Amortization of acquired intangible assets relating to

acquisitions

2,627

4,087

Add: Stock based compensation

9,980

10,093

Add: Consultancy and legal fees relating to change of shareholding

and capital restructuring

1,687

-

Less: Tax impact on amortization of acquired intangibles resulting

from Formation Accounting

(366)

(158)

Less: Tax impact on amortization of acquired intangibles relating

from acquisitions

(902)

(1,394)

Less: Tax Impact on stock based compensation

(3,059)

(2,605)

Less: Tax impact on consultancy and legal fees relating to change

of shareholding and capital restructuring

(182)

-

Adjusted net income

$

72,640

$

74,666

Adjusted diluted earnings per share

$

0.32

$

0.32

Three

months

ended

June

30

Thank You