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): November 5, 2014

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 November 5, 2014, Genpact Limited (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2014. 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 September 30, 2014, 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 November 5, 2014
Exhibit 99.2	Slide presentation to be presented during the conference call to discuss the Company’s financial results for the three months ended September 30, 2014

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: November 5, 2014	By:	/s/ Heather D. White
	Name:	Heather D. White
	Title:	Senior Vice President and Deputy General Counsel

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated November 5, 2014
99.2	Slide presentation to be presented during the conference call to discuss the Company’s financial results for the three months ended September 30, 2014

EX-99.1

Exhibit 99.1

Genpact Reports Results for the Third Quarter of 2014

Revenues of $588.1 Million, Up 9.9%

Adjusted Income from Operations of $88.5 Million

Cash Flow from Operations of $85.7 Million

NEW YORK, November 5, 2014 — Genpact Limited (NYSE: G), a global leader in designing, transforming and running intelligent business operations, today announced financial results for the third quarter ended September 30, 2014.

Key Financial Results – Third Quarter 2014

• Revenues were $588.1 million, up 9.9% from $534.9 million in the third quarter of 2013. Revenues from Global Clients were up 12.9%, and business process outsourcing (BPO) revenues from Global Clients were up 15.8%. Excluding the revenues from the Pharmalink acquisition completed in the second quarter, total revenues were up 7.8% and revenues from Global Clients were up 10.1%.

• Income from operations was $72.9 million, compared to $86.0 million in the third quarter of 2013.

• Adjusted income from operations was $88.5 million, compared to $95.0 million in the third quarter of 2013.

• Margins from adjusted income from operations were 15.0%, compared to 17.8% in the third quarter of 2013.

• Net income attributable to Genpact Limited shareholders was $46.7 million, compared to $70.3 million in the third quarter of 2013.

• Diluted earnings per common share were $0.21, compared to $0.30 in the third quarter of 2013.

• Adjusted diluted earnings per share were $0.26, compared to $0.33 in the third quarter of 2013.

N.V. ‘Tiger’ Tyagarajan, Genpact’s president and CEO said, “We had a strong third quarter, with Global Client revenues resuming double-digit growth. We continued the disciplined execution of our strategy by focusing our resources and investments in our chosen verticals, geographies and service lines. We are ahead of our planned investments in client-facing teams and domain-led capability builds. We have also improved productivity in our client-facing teams, which is reflected in bookings momentum and improved win rates.”

Revenues from Global Clients represented approximately 80% of Genpact’s total revenues, or $470.8 million, with the remaining approximately 20% of revenues, or $117.3 million, coming from GE. GE revenues decreased 0.4% from the third quarter of 2013, adjusted for dispositions by GE of businesses that Genpact continues to serve as Global Clients. Revenues from Global Clients grew 12.9% over the third quarter of 2013, led by growth in the life sciences, consumer product goods, insurance and infrastructure, manufacturing and services verticals. BPO revenues from Global Clients grew by 15.8%.

In the 12 months ending September 30, 2014, Genpact grew the number of client relationships with annual revenues over $5 million to 88 from 77 as of September 30, 2013. This includes client relationships with more than $15 million in annual revenue increasing to 30 from 25, and client relationships with more than $25 million in annual revenue increasing to 15 from 12.

76.0% of Genpact’s revenues for the quarter came from BPO services, up from 75.1% in the third quarter of 2013. Revenues from IT services were 24.0% of total revenues for the quarter, compared to 24.9% in the third quarter of 2013.

Genpact generated $85.7 million of cash from operations in the quarter, compared to $125.5 million in the third quarter of 2013. Genpact had approximately $424.2 million in cash and cash equivalents and short term deposits as of September 30, 2014.

As of September 30, 2014, Genpact had approximately 67,500 employees worldwide, up from approximately 62,200 as of September 30, 2013. 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 2013. Annualized revenue per employee for the quarter was $36,200, unchanged from the third quarter of 2013.

Year-to-Date Results

• Revenues were $1.678 billion, up 6.6% from $1.574 billion for the nine months ended September 30, 2013.

• Income from operations was $223.2 million, compared to $237.9 million in the nine months ended September 30, 2013.

• Adjusted income from operations was $262.4 million, compared to $267.0 million for the nine months ended September 30, 2013.

• Margins from adjusted income from operations were 15.6%, compared to 17.0% for the nine months ended September 30, 2013.

• Net income attributable to Genpact Limited shareholders was $146.3 million, compared to $180.9 million for the nine months ended September 30, 2013.

• Diluted earnings per common share were $0.65, compared to $0.77 for the nine months ended September 30, 2013.

• Adjusted diluted earnings per share were $0.77, compared to $0.88 for the nine months ended September 30, 2013.

Genpact’s employee attrition rate for the nine months ended September 30, 2014 was 25%, unchanged from the same period in 2013, measured from the first day of employment. Annualized revenue per employee for the nine months ended September 30, 2014 was $35,400, compared to $35,800 for the nine months ended September 30, 2013.

2014 Outlook

Tyagarajan continued, “Our growth strategy is beginning to generate results and we now expect 2014 revenues to be at the high end of the previously announced range of $2.24 to $2.28 billion. We expect adjusted operating income margins to be at the low end of the previously announced range of 15.0 – 15.5%, reflecting accelerated investments in client-facing teams and capabilities.”

Conference Call to Discuss Financial Results

Genpact management will host an hour-long conference call beginning at 4:30 p.m. ET on November 5, 2014 to discuss the company’s performance for the third quarter of 2014. To participate, callers can dial +1 (800) 322-2803 from within the U.S. or +1 (617) 614-4925 from any other country. Thereafter, callers will be prompted to enter the participant code, 72988297.

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 the Genpact website 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 (NYSE: G) stands for “generating business impact.” We design, transform, and run intelligent business operations including those that are complex and specific to a set of chosen industries. The result is advanced operating models that foster growth and manage cost, risk, and compliance across a range of functions such as finance and procurement, financial services account servicing, claims management, regulatory affairs, and industrial asset optimization. Our Smart Enterprise Processes (SEP^SM) proprietary framework integrates effective technology and data-driven insight into the fabric of enterprise processes to help our clients be more competitive. Our hundreds of long-term clients include more than one-fourth of the Fortune Global 500. We have rapidly grown to over 67,500 people in 25 countries with key management and corporate offices in New York City, but our global critical mass doesn’t dilute our flexible and collaborative approach and our management team still drives client partnerships personally. Our clients attribute much of our success to our unique history – behind our passion for process and operational excellence is the Lean and Six Sigma heritage of a former General Electric division that has served GE businesses for more than 16 years. 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 (203) 300-9230
	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, 2013		As of September 30, 2014
Assets
Current assets
Cash and cash equivalents	$	571,276	$	399,199
Accounts receivable, net		505,117		533,793
Short term deposits		—		25,000
Deferred tax assets		60,638		44,382
Prepaid expenses and other current assets		139,113		203,684
Total current assets	$	1,276,144	$	1,206,058
Property, plant and equipment, net		173,204		176,173
Deferred tax assets		89,305		61,933
Investment in equity affiliates		384		471
Intangible assets, net		99,116		114,925
Goodwill		953,849		1,055,978
Other assets		97,365		123,846
Total assets	$	2,689,367	$	2,739,384

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

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

	As of December 31, 2013			As of September 30, 2014
Liabilities and equity
Current liabilities
Short-term borrowings	$	—		$	165,000
Current portion of long-term debt		4,263			4,281
Current portion of capital lease obligations		1,405			1,540
Accounts payable		18,412			17,215
Income taxes payable		15,007			56,339
Deferred tax liabilities		614			586
Accrued expenses and other current liabilities		421,992			426,532
Total current liabilities	$	461,693		$	671,493
Long-term debt, less current portion		653,601			650,383
Capital lease obligations, less current portion		2,657			2,844
Deferred tax liabilities		4,464			4,832
Other liabilities		242,884			161,301
Total liabilities	$	1,365,299		$	1,490,853
Shareholders’ equity
Preferred shares, $0.01 par value, 250,000,000 authorized, none issued		—			—
Common shares, $0.01 par value, 500,000,000 authorized, 231,262,576 and 216,580,092 issued and outstanding as of December 31, 2013 and September 30, 2014, respectively		2,310			2,162
Additional paid-in capital		1,268,344			1,286,886
Retained earnings		511,699			352,954
Accumulated other comprehensive income (loss)		(459,614	)		(393,471	)
Genpact Limited shareholders’ equity	$	1,322,739		$	1,248,531
Noncontrolling interest		1,329			—
Total equity	$	1,324,068		$	1,248,531
Total liabilities and equity	$	2,689,367		$	2,739,384

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

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

	Three months ended September 30,						Nine months ended September 30,
	2013			2014			2013			2014
Net revenues
Net revenues from services	$	534,886		$	588,107		$	1,573,538		$	1,677,908
Cost of revenue
Services		329,289			354,475			973,729			1,018,889
Gross profit	$	205,597		$	233,632		$	599,809		$	659,019
Operating expenses:
Selling, general and administrative expenses		117,005			153,148			348,632			418,361
Amortization of acquired intangible assets		5,867			7,989			17,603			20,617
Other operating (income) expense, net		(3,232	)		(372	)		(4,320	)		(3,124	)
Income from operations	$	85,957		$	72,867		$	237,894		$	223,165
Foreign exchange (gains) losses, net		(10,817	)		4,671			(24,619	)		12,093
Other income (expense), net		(3,454	)		(6,439	)		(19,104	)		(19,477	)
Income before equity-method investment activity, net and income tax expense	$	93,320		$	61,757		$	243,409		$	191,595
Equity-method investment activity, net		(32	)		(33	)		(139	)		(87	)
Income before income tax expense	$	93,352		$	61,790		$	243,548		$	191,682
Income tax expense		21,921			15,124			58,403			45,263
Net Income	$	71,431		$	46,666		$	185,145		$	146,419
Net income attributable to noncontrolling interest		1,169			13			4,270			169
Net income attributable to Genpact Limited shareholders	$	70,262		$	46,653		$	180,875		$	146,250
Net income available to Genpact Limited common shareholders	$	70,262		$	46,653		$	180,875		$	146,250
Earnings per common share attributable to Genpact Limited common shareholders
Basic	$	0.31		$	0.22		$	0.79		$	0.66
Diluted	$	0.30		$	0.21		$	0.77		$	0.65
Weighted average number of common shares used in computing earnings per common share attributable to Genpact Limited common shareholders
Basic		230,057,508			216,472,908			228,840,746			222,036,262
Diluted		236,336,924			220,535,530			235,095,660			226,440,350

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Nine months ended September 30,
	2013			2014
Operating activities
Net income attributable to Genpact Limited shareholders	$	180,875		$	146,250
Net income attributable to noncontrolling interest		4,270			169
Net income	$	185,145		$	146,419
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization		40,270			37,784
Amortization of debt issue costs (including loss on extinguishment of debt)		5,215			2,425
Amortization of acquired intangible assets		17,603			20,617
Reserve for doubtful receivables		8,919			2,322
Unrealized (gain) loss on revaluation of foreign currency asset/liability		(5,646	)		4,873
Equity-method investment activity, net		(139	)		(87	)
Stock-based compensation expense		21,931			20,153
Deferred income taxes		4,194			(6,583	)
Others, net		5,872			1,133
Change in operating assets and liabilities:
Increase in accounts receivable		(30,613	)		(24,328	)
Increase in other assets		(35,014	)		(65,973	)
Decrease in accounts payable		(797	)		(5,563	)
Increase (Decrease) in other liabilities		(20,826	)		5,125
Increase in income taxes payable		37,103			40,486
Net cash provided by operating activities	$	233,217		$	178,803
Investing activities
Purchase of property, plant and equipment		(37,061	)		(48,192	)
Proceeds from sale of property, plant and equipment		2,996			550
Short term deposits placed		(55,259	)		(25,000	)
Redemption of short term deposits		51,955			—
Payment for business acquisitions, net of cash acquired		(49,235	)		(123,701	)
Proceeds from divestiture of business, net of cash divested		(1,049	)		—
Net cash used for investing activities	$	(87,653	)	$	(196,343	)
Financing activities
Repayment of capital lease obligations		(1,284	)		(1,525	)
Proceeds from long-term debt		121,410			—
Repayment of long-term debt		(121,410	)		(5,062	)
Proceeds from Short-term borrowings		35,000			195,000
Repayment of Short-term borrowings		(115,000	)		(30,000	)
Proceeds from issuance of common shares under stock-based compensation plans		35,389			11,866
Payment for net settlement of stock based awards		(7,599	)		(15,174	)
Payment of earn-out and deferred consideration		(3,868	)		(1,088	)
Cost incurred in relation to debt amendment and refinancing		(8,104	)		—
Distribution to noncontrolling interest		(4,614	)		(1,487	)
Expenses related to stock purchase		—			(2,543	)
Stock purchased and retired		—			(302,625	)
Net cash used for financing activities	$	(70,080	)	$	(152,638	)
Effect of exchange rate changes		(53,214	)		(1,899	)
Net increase (decrease) in cash and cash equivalents		75,484			(170,178	)
Cash and cash equivalents at the beginning of the period		459,228			571,276
Cash and cash equivalents at the end of the period	$	481,498		$	399,199
Supplementary information
Cash paid during the period for interest	$	25,484		$	20,152
Cash paid during the period for income taxes	$	52,805		$	64,176
Property, plant and equipment acquired under capital lease obligation	$	1,933		$	1,840

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 financial 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 financial measures used by other companies. In addition, these non-GAAP financial measures, the financial statements prepared in accordance with GAAP and the reconciliations of Genpact’s GAAP financial statements to such non-GAAP financial 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. Acquisition-related expenses are excluded in the period in which an acquisition is consummated.

Additionally, Genpact’s management uses financial statements that exclude stock-based compensation expense and amortization of acquired intangibles at formation in 2004. 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 such 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. 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 nine months ended September 30, 2013 and 2014:

Reconciliation of Adjusted Income from Operations

(Unaudited)

(In thousands)

	Three months ended September 30,						Nine months ended September 30,
	2013			2014			2013			2014
Income from operations per GAAP	$	85,957		$	72,867		$	237,894		$	223,165
Add: Amortization of acquired intangible assets resulting from acquisitions and Formation Accounting		4,568			6,386			13,637			15,886
Add: Acquisition related expenses		—			—			—			1,977
Add: Stock-based compensation		5,312			8,274			21,931			20,153
Add: Other income		184			950			1,163			1,336
Add/Less: Provision (created) reversed for loss on Divestitures		141			—			(3,520	)		—
Add: Gain on Equity-method investment activity, net		32			33			139			87
Less: Net income attributable to noncontrolling interest		(1,169	)		(13	)		(4,270	)		(169	)
Adjusted income from operations	$	95,025		$	88,497		$	266,974		$	262,435

Reconciliation of Adjusted Net Income

(Unaudited)

(In thousands, except per share data)

	Three months ended September 30,						Nine months ended September 30,
	2013			2014			2013			2014
Net income per GAAP	$	70,262		$	46,653		$	180,875		$	146,250
Add: Amortization of acquired intangible assets resulting from acquisitions and Formation Accounting		4,568			6,386			13,637			15,886
Add: Acquisition related expenses		—			—			—			1,977
Add: Stock-based compensation		5,312			8,274			21,931			20,153
Less: Tax impact on amortization of acquired intangibles resulting from acquisitions and Formation Accounting		(1,433	)		(2,050	)		(4,288	)		(5,157	)
Less: Tax Impact on acquisition related expenses		—			—			—			(53	)
Less: Tax Impact on stock-based compensation		(1,458	)		(2,150	)		(5,753	)		(5,206	)
Adjusted net income	$	77,251		$	57,113		$	206,402		$	173,850
Adjusted diluted earnings per share	$	0.33		$	0.26		$	0.88		$	0.77

EX-99.2

November 5, 2014

Ticker (NYSE: G)

Genpact

Q3 2014 Earnings Presentation

Exhibit 99.2

PROCESS

•

ANALYTICS

•

TECHNOLOGY

2

Forward-Looking Statements

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 from GAAP are available in this presentation and in our earnings release

dated November 5, 2014.

Non-GAAP Financial Measures

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 BPO 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, dependence on tax legislation, 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 undertakes no obligation to update any forward-

looking statements that may be made from time to time by or on behalf of the Company.

PROCESS •

ANALYTICS •

TECHNOLOGY

3

Q3 2014 –

Solid Growth & Progress on Strategy Execution

Key events and accomplishments:

Continued momentum on large deals pipeline; signed another significant transformational

engagement to transform and outsource a client’s F&A operations in Japan

Continued to add depth to our client-facing teams; ahead of our plans, we now expect to

invest approximately 6.5% of our revenue in sales & marketing for the full year

Integration of our life sciences regulatory affairs acquisition on track; strategic capabilities

in this growing area of client demand are translating into results

Launched technology system of engagement; combining advanced technologies with our

deep

domain

and

process

expertise

to

drive

business

outcomes

for

clients

Stepped

up

the

integration

of

automation

tools

and

technologies,

with

our

process

excellence heritage; a key differentiator to further drive operational intelligence for clients

Made strong progress on the KYC solution with Markit; will continue to invest in this

venture this year and in 2015

PROCESS •

ANALYTICS •

TECHNOLOGY

4

Q3 2014 –

Key Financial Highlights

Strong revenue growth. Margins reflect accelerated investments.

Q3

‘14

versus

Q3

‘13

performance:

Total Revenue: 

+10%

Revenue from Global Clients:

+13%

GE Revenue:

-0.4%

From a service line perspective, Finance & Accounting, Core Vertical Operations and

Consulting led growth

Notes:

1.

Adjusted Income from Operations is a non-GAAP measure. Q3 ‘14 GAAP income from operations decreased 15.2% and GAAP Operating Margin was 12.4%.

Q3 2014  Adjusted Income from Operations margin at 15.0%

Global Client growth led by four of our target verticals, namely

Life Sciences, CPG,

Insurance and Infrastructure, Manufacturing and Services

PROCESS •

ANALYTICS •

TECHNOLOGY

5

Investments Driving Increased Pipeline Momentum

Healthy pipeline with good inflows of larger, complex deals

Momentum in our pipeline reflects focus on our chosen verticals,

geographies

and service lines

Bolstered our capabilities with increased investments in advanced

technologies and automation as well as consulting services

Increased investments in client-facing teams, domain experts and advanced

technology are driving  increased involvement in more strategic and

transformative engagements

Solid progress on integrating new client-facing teams and improved productivity

Win rates improving

PROCESS •

ANALYTICS •

TECHNOLOGY

6

Multiple Large Deals won YTD 

Closed a large deal and ramped up our new engagement in the CPG vertical,

which we announced in the first quarter; building unique CPG core operations

capabilities

we can leverage across that industry

Won

a

large

transformational

deal

in

the

second

quarter

to provide complex

F&A services to

one

of

the world’s largest insurance companies

Won another large engagement in the second quarter to help a leading

information services company transition from a portfolio of disparate

businesses into an integrated enterprise, including shedding and

further

streamlining non-core processes

Partnered with Hitachi in the third quarter to transform and outsource their

F&A operations in Japan

PROCESS •

ANALYTICS •

TECHNOLOGY

7

Q3 Revenue Growth of 10% 

Driven by Global Clients

Q3 2014 Global Clients

BPO revenues increased 16% and ITO revenues increased  4%

Q3 2014 GE

Growth in short-cycle IT and consulting projects partially offsetting expected declines in other parts of the business

Global

Clients

(1)

GE

(1)

BPO

ITO

9.9%

YoY

Growth%

12.9%

(0.4%)

9.9%

6.1%

11.2%

YoY

Growth%

Q3 ‘13

Q3 ‘14

Q3 ‘13

Q3 ‘14

($ in millions)

($ in millions)

$534.9

$588.1

$588.1

$534.9

(2)

(2)

(2)

(2)

401.7

446.8

133.2

141.3

417.1

470.8

117.7

117.3

Notes:

1.

Data adjusted for dispositions by GE of businesses that Genpact continues to serve as Global Clients

2.

Including Pharmalink; excluding Pharmalink, total revenue growth is 8% and Global Clients growth is 10%

PROCESS •

ANALYTICS •

TECHNOLOGY

8

Continue to Expand Client Relationships

Notes:

1.

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

77

25

12

88

30

15

0

10

20

30

40

50

60

70

80

90

100

> $5 MM

> $15 MM

>$25 MM

Q3 13

Q3 14

Relationship Size

(1)

PROCESS •

ANALYTICS •

TECHNOLOGY

9

Accelerated investments in client–facing teams and capabilities

Q3‘13

Q3‘14

YoY

Revenue

534.9

588.1

9.9%

Cost of Revenue

329.3

354.5

7.6%

Gross Profit

205.6

233.6

13.6%

Gross Profit % of Revenue

38.4%

39.7%

130 bps

SG&A

117.0

153.1

30.9%

SG&A % of Revenue

21.9%

26.0%

410bps

Adjusted Income From Operations

(1)

95.0

88.5

-6.9%

Adjusted Income From Operations Margin

17.8%

15.0%

-280 bps

($ millions)

Notes:

1.

Adjusted Income from Operations is a non-GAAP measure. Income from Operations was $86.0 million in Q3 ‘13 and $72.9 million in Q3’14

PROCESS •

ANALYTICS •

TECHNOLOGY

10

EPS Year-over-Year Bridge

Q3 ‘13

Q3 ‘14

Adjusted Net Income ($ millions)

77.3

57.1

Diluted Shares Outstanding (millions)

(2)

236

221

30

-5

FX Re-

measurement

Loss

Q3 ‘13

GAAP

EPS

21

(Cents per share)

Net

Adjustments

(1)

33

26

3

Net

Adjustments

(1)

Q3 ‘13

Adjusted

EPS

Q3 ‘14

Adjusted

EPS

Q3 ‘14

GAAP

EPS

-2

Lower Adjusted

Income from

Operations

-5

Increase       Decrease

Notes:

1.

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

2.

Weighted average number of diluted shares outstanding

-

The above bridge reflects only significant variance items year over year and is illustrative and subject to rounding.

-

EPS = Diluted earnings per share

PROCESS •

ANALYTICS •

TECHNOLOGY

11

Cash From Operations

Q3 2014 cash from operations down $40 MM 

Cash from operations down 32% YoY, driven by foreign exchange re-measurement impacts, strong sequential

growth and lower income from operations.

Q3 ‘13

Q3 ‘14

(32)%

Q3 ’13

Q2’14

Q3 ‘14

Days Sales Outstanding

Cash and Liquid Assets ($ millions)

(1)

Notes:

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

(23%)

YTD ‘13

YTD ‘14

YoY

Change%

YoY

Change%

($ in millions)

($ in millions)

126

86

233

179

80

84

82

499

377

424

PROCESS •

ANALYTICS •

TECHNOLOGY

12

FY 2014

Revenues ($B)

2.24 -

2.28

Adjusted Income from Operations -

Margin

15.0% -

15.5%

Other Metrics

Cash Flow From Operations

Decline ~15 -

20% YoY

Effective Tax Rate

24% -

26%

Capital Expenditure (% of revenue)

2.5% -

3.0%

Full Year 2014 Outlook

PROCESS •

ANALYTICS •

TECHNOLOGY

13

Annexure 1: Reconciliation of Adjusted Income from

Operations

(USD, In Thousands)

Three months

ended

September 30,

2013

2014

Income from operations per GAAP

$

85,957

$

72,867

Add: Amortization of acquired intangible assets resulting from

acquisitions and Formation Accounting

4,568

6,386

Add: Stock-based compensation

5,312

8,274

Add: Other income

184

950

Add/Less: Provision (created) reversed for loss on Divestitures

141

-

Add: Gain on Equity-method investment activity, net

32

33

Less: Net income attributable to noncontrolling interest

(1,169)

(13)

Adjusted income from operations

$

95,025 

$

88,497 

PROCESS •

ANALYTICS •

TECHNOLOGY

14

Annexure 2: Reconciliation of Adjusted Net Income

(USD, In Thousands, except per share data)

Three months

ended

September 30,

2013

2014

Net income per GAAP

$

70,262

$

46,653 

Add: Amortization of acquired intangible assets resulting from

acquisitions and Formation Accounting

4,568

6,386

Add: Stock-based compensation

5,312

8,274

Less: Tax impact on amortization of acquired intangibles resulting

from Formation Accounting and acquisitions

(1,433)

(2,050)

Less: Tax Impact on stock-based compensation

(1,458)

(2,150)

Adjusted net income

$

77,251

$

57,113

Adjusted diluted earnings per share

$

0.33

$

0.26

Thank you