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): February 4, 2015

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 February 4, 2015, Genpact Limited (the “Company”) issued a press release announcing its financial results for the three months and full year ended December 31, 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 and full year ended December 31, 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 February 4, 2015
Exhibit 99.2	Slide presentation to be presented during the conference call to discuss the Company’s financial results for the three months and full year ended December 31, 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: February 4, 2015	By:	/s/ Heather D. White
	Name:	Heather D. White
	Title:	Senior Vice President

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated February 4, 2015
99.2	Slide presentation to be presented during the conference call to discuss the Company’s financial results for the three months and full year ended December 31, 2014

EX-99.1

Exhibit 99.1

Genpact Reports Results for 2014 Full Year and Fourth Quarter

FY ‘14 Revenues of $2.279 Billion, Up 6.9% for FY ‘14 and Up 7.7% for 4Q ‘14

FY ‘14 Adjusted Income from Operations Margin of 15.1%

FY ‘14 Cash Flow from Operations of $271.8 Million

NEW YORK, February 4, 2015 — Genpact Limited (NYSE: G), a global leader in designing, transforming, and running intelligent business operations, today announced financial results for the fourth quarter and full year ended December 31, 2014.

Key Financial Results – Full Year 2014

• Revenues were $2.279 billion, up 6.9%, from $2.132 billion in 2013.

• Income from operations was $294.0 million, compared to $309.5 million in 2013.

• Adjusted income from operations was $344.2 million with a margin of 15.1%, compared to $352.6 million with a margin of 16.5% in 2013.

• Net income attributable to Genpact Limited shareholders was $192.0 million, compared to $229.7 million in 2013.

• Diluted earnings per common share were $0.85, compared to $0.97 in 2013.

• Adjusted diluted earnings per share were $1.03, compared to $1.13 in 2013.

• The effective tax rate was 23.0%, compared to 23.6% in 2013.

• New bookings were $2.156 billion, up from $1.440 billion in 2013.¹

Key Financial Results – Fourth Quarter 2014

• Revenues were $601.5 million, up 7.7%, from $558.5 million in the fourth quarter of 2013.

• Income from operations was $70.9 million, compared to $71.6 million in the fourth quarter of 2013.

• Adjusted income from operations was $81.8 million with a margin of 13.6%, compared to $85.7 million with a margin of 15.3% in the fourth quarter of 2013.

• Net income attributable to Genpact Limited shareholders was $45.8 million, compared to $48.8 million in the fourth quarter of 2013.

• Diluted earnings per common share were $0.21, unchanged from the fourth quarter of 2013.

• Adjusted diluted earnings per share were $0.26, compared to $0.25 in the fourth quarter of 2013.

¹  New bookings means the total contract value of new contracts, and certain renewals, extensions and changes to existing contracts. Regular renewals of contracts with no change in scope are not counted as new bookings.

N.V. ‘Tiger’ Tyagarajan, Genpact’s president and CEO, said, “We are pleased with Genpact’s 2014 results. We delivered on our stated financial expectations and made significant progress executing on our growth strategy including completing all of our planned investments for the year. We have made disciplined investments in our targeted verticals, service lines and geographies that have positioned us well to capture new growth opportunities, as our clients and the industries in which they operate continue to be transformed and reinvented.”

For the full year 2014, revenues on a constant currency basis grew 7.9%. Excluding the Pharmalink Consulting acquisition, revenues were up 5.7%, or 6.7% on a constant currency basis. For the fourth quarter, revenues on a constant currency basis grew 9.2%. Excluding revenues from the Pharmalink Consulting acquisition, fourth quarter revenues were up 5.6%, or 7.1% on a constant currency basis.

Revenues from Global Clients represented approximately 79.6% of Genpact’s total revenues, or $1.813 billion, in 2014, with the remaining approximately 20.4% of revenues, or $466.1 million, coming from GE. GE revenues decreased 2.4% compared to 2013, adjusted for dispositions by GE of businesses that Genpact continues to serve as Global Clients. Revenues from Global Clients grew 9.6% for the full year 2014 and 11.4% in the fourth quarter, led by growth in the consumer product goods, insurance, capital markets and infrastructure, manufacturing and services verticals. BPO revenues from Global Clients grew by 11.9% for the full year 2014 and 16.3% in the fourth quarter.

In the 12 months ending December 31, 2014, Genpact grew the number of client relationships with annual revenues over $5 million to 89 from 78 as of December 31, 2013. This includes client relationships with more than $15 million in annual revenue increasing to 32 from 26, client relationships with more than $25 million in annual revenue increasing to 16 from 13 and client relationships with more than $50 million in annual revenue increasing to 4 from 3.

76.2% of Genpact’s revenues for the full year 2014 and 77.7% for the fourth quarter came from BPO services, up from 75.4% for 2013 and 75.3% for the fourth quarter of 2013. Revenues from IT services were 23.8% of total revenues for the full year 2014 and 22.3% for the fourth quarter, compared to 24.6% for 2013 and 24.7% for the fourth quarter of 2013.

Genpact generated $271.8 million of cash from operations in 2014 and $93.0 million in the fourth quarter, compared to $311.6 million in 2013 and $78.4 million the fourth quarter of 2013. Genpact had approximately $462 million in cash and cash equivalents as of December 31, 2014.

As of December 31, 2014, Genpact had approximately 67,900 employees worldwide, up from approximately 63,600 as of December 31, 2013. Genpact’s employee attrition rate for 2014 was 25%, measured from the first day of employment, unchanged from 2013. Revenue per employee in 2014 was $35,900, compared to $36,000 in 2013.

2015 Outlook

Tyagarajan continued, “There is a disruptive trend sweeping across industries requiring companies to integrate new technology and find new ways to use data and insights as a competitive advantage. Our strategy is focused on building domain-led solutions that are responsive to this trend. We believe we are on the right path to further differentiate Genpact and increase our competitiveness and are excited by the momentum in our business as we begin 2015. We expect revenues for 2015 to be in the range of $2.46 to $2.50 billion. We expect 2015 adjusted operating income margins to be approximately 15.0%.”

Conference Call to Discuss Financial Results

Genpact management will host an hour-long conference call beginning at 4:30 p.m. ET on February 4, 2015 to discuss the company’s performance for the fourth quarter and full year of 2014. To participate, callers can dial +1 (866) 515-2908 from within the U.S. or +1 (617) 399-5122 from any other country. Thereafter, callers will be prompted to enter the participant code, 30884368.

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 Limited (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 make our clients more competitive as they help them grow 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 helps companies reimagine how they operate by integrating effective Systems of Engagement^SM, core IT, and Data-to-Action Analytics^SM. Our hundreds of long-term clients include more than one-fourth of the Fortune Global 500. We have grown to over 67,000 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. We generate impact faster because of our unparalleled experience running complex operations and business domain expertise, driving our focus on what works and making transformation sustainable. 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 convert bookings to revenues, 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 undertakes no obligation 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 December 31, 2014
Assets
Current assets
Cash and cash equivalents	$	571,276	$	461,788
Accounts receivable, net		505,117		525,754
Deferred tax assets		60,638		45,486
Prepaid expenses and other current assets		139,113		155,480
Total current assets	$	1,276,144	$	1,188,508
Property, plant and equipment, net		173,204		175,936
Deferred tax assets		89,305		59,135
Investment in equity affiliates		384		494
Intangible assets, net		99,116		114,544
Goodwill		953,849		1,057,214
Other assets		97,365		146,706
Total assets	$	2,689,367	$	2,742,537

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 December 31, 2014
Liabilities and equity
Current liabilities
Short-term borrowings	$	—		$	135,000
Current portion of long-term debt		4,263			4,288
Current portion of capital lease obligations		1,405			1,443
Accounts payable		18,412			15,544
Income taxes payable		15,007			13,586
Deferred tax liabilities		614			1,239
Accrued expenses and other current liabilities		421,992			451,014
Total current liabilities	$	461,693		$	622,114
Long-term debt, less current portion		653,601			649,314
Capital lease obligations, less current portion		2,657			2,660
Deferred tax liabilities		4,464			6,671
Other liabilities		242,884			176,642
Total liabilities	$	1,365,299		$	1,457,401
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 218,684,205 issued and outstanding as of December 31, 2013 and December 31, 2014, respectively		2,310			2,184
Additional paid-in capital		1,268,344			1,296,730
Retained earnings		511,699			398,706
Accumulated other comprehensive income (loss)		(459,614	)		(412,484	)
Genpact Limited shareholders’ equity	$	1,322,739		$	1,285,136
Noncontrolling interest		1,329			—
Total equity	$	1,324,068		$	1,285,136
Total liabilities and equity	$	2,689,367		$	2,742,537

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

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

	Year ended December 31,
	2012			2013			2014
Net revenues
Net revenues from services	$	1,901,971		$	2,131,997		$	2,279,438
Cost of revenue
Services		1,157,766			1,319,571			1,378,088
Gross profit	$	744,205		$	812,426		$	901,350
Operating expenses:
Selling, general and administrative expenses		456,611			484,810			585,646
Amortization of acquired intangible assets		23,233			23,645			28,543
Other operating (income) expense, net		16			(5,556	)		(6,870	)
Income from operations	$	264,345		$	309,527		$	294,031
Foreign exchange (gains) losses, net		(13,146	)		(20,763	)		12,363
Other income (expense), net		(14,499	)		(24,308	)		(27,283	)
Income before equity-method investment activity, net and income tax expense	$	262,992		$	305,982		$	254,385
Loss (gain) on equity-method investment activity, net		(17	)		(169	)		4,795
Income before income tax expense	$	263,009		$	306,151		$	249,590
Income tax expense		78,419			71,100			57,419
Net Income	$	184,590		$	235,051		$	192,171
Net income attributable to noncontrolling interest		6,374			5,334			169
Net income attributable to Genpact Limited shareholders	$	178,216		$	229,717		$	192,002
Net income available to Genpact Limited common shareholders	$	178,216		$	229,717		$	192,002
Earnings per common share attributable to Genpact Limited common shareholders
Basic	$	0.80		$	1.00		$	0.87
Diluted	$	0.78		$	0.97		$	0.85
Weighted average number of common shares used in computing earnings per common share attributable to Genpact Limited common shareholders
Basic		223,696,567			229,348,411			220,847,098
Diluted		229,532,516			235,754,267			225,168,665

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Year ended December 31,
	2012			2013			2014
Operating activities
Net income attributable to Genpact Limited shareholders	$	178,216		$	229,717		$	192,002
Net income attributable to noncontrolling interest		6,374			5,334			169
Net income	$	184,590		$	235,051		$	192,171
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization		56,089			52,815			51,064
Amortization of debt issue costs (including loss on extinguishment of debt)		8,079			6,035			3,240
Amortization of acquired intangible assets		23,305			23,645			28,543
Reserve for doubtful receivables		3,878			11,420			3,107
Unrealized (gain) loss on revaluation of foreign currency asset/liability		(13,700	)		(6,251	)		9,419
Equity-method investment activity, net		(17	)		(169	)		4,795
Stock-based compensation expense		32,152			31,129			28,065
Deferred income taxes		(10,028	)		(1,116	)		(12,252	)
Others, net		6,579			5,939			1,291
Change in operating assets and liabilities:
Increase in accounts receivable		(36,171	)		(60,817	)		(24,088	)
Decrease (Increase) in other assets		(20,525	)		9,377			(31,657	)
Increase (Decrease) in accounts payable		(4,380	)		1,785			(7,268	)
Increase in other liabilities		79,034			9,316			27,500
Increase (Decrease) in income taxes payable		1,775			(6,555	)		(2,092	)
Net cash provided by operating activities	$	310,660		$	311,604		$	271,838
Investing activities
Purchase of property, plant and equipment		(83,337	)		(48,879	)		(62,577	)
Proceeds from sale of property, plant and equipment		500			3,442			564
Investment in equity affiliates		(205	)		—			—
Short term deposits placed		(43,978	)		(55,001	)		(25,000	)
Redemption of short term deposits		25,638			69,249			25,000
Payment for business acquisitions, net of cash acquired		(55,901	)		(49,235	)		(130,809	)
Proceeds from divestiture of business, net of cash divested		—			1,982			—
Net cash used for investing activities	$	(157,283	)	$	(78,442	)	$	(192,822	)
Financing activities
Repayment of capital lease obligations		(2,279	)		(1,803	)		(2,095	)
Proceeds from long-term debt		675,000			121,410			—
Repayment of long-term debt		(106,688	)		(123,098	)		(6,750	)
Proceeds from Short-term borrowings		80,000			275,000			195,000
Repayment of Short-term borrowings		(253,004	)		(355,000	)		(60,000	)
Proceeds from issuance of common shares under stock-based compensation plans		26,227			45,859			30,144
Payment for net settlement of stock based awards		(2,103	)		(9,315	)		(25,975	)
Payment of earn-out and deferred consideration		(587	)		(3,868	)		(1,088	)
Cost incurred in relation to debt amendment and refinancing		(15,266	)		(8,104	)		—
Distribution to noncontrolling interest		(5,760	)		(6,423	)		(1,487	)
Expenses related to stock purchase		—			—			(2,543	)
Stock purchased and retired		—			—			(302,625	)
Dividend Paid		(501,620	)		—			—
Net cash used for financing activities	$	(106,080	)	$	(65,342	)	$	(177,419	)
Effect of exchange rate changes		3,911			(55,772	)		(11,085	)
Net increase (decrease) in cash and cash equivalents		47,297			167,820			(98,403	)
Cash and cash equivalents at the beginning of the period		408,020			459,228			571,276
Cash and cash equivalents at the end of the period	$	459,228		$	571,276		$	461,788
Supplementary information
Cash paid during the period for interest	$	14,061		$	30,788		$	27,175
Cash paid during the period for income taxes	$	91,825		$	71,857		$	83,803
Property, plant and equipment acquired under capital lease obligation	$	2,699		$	2,342		$	2,176

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 months and year ended December 31, 2013 and 2014:

Reconciliation of Adjusted Income from Operations

(Unaudited)

(In thousands)

	Year ended December 31,						Three months ended December 31,
	2013			2014			2013			2014
Income from operations per GAAP	$	309,527		$	294,031		$	71,633		$	70,866
Add: Stock-based compensation		31,129			28,065			9,198			7,912
Add: Amortization of acquired intangible assets		18,321			22,233			4,685			6,347
Add: Acquisition related expenses		—			2,772			—			795
Add/Less: Other income (expense), net, excluding net interest		(1,168	)		2,112			1,190			776
Add/Less: Gain (loss) on Equity-method investment activity, net		169			(4,795	)		30			(4,882	)
Less: Net income attributable to noncontrolling interest		(5,334	)		(169	)		(1,064	)		—
Adjusted income from operations	$	352,644		$	344,249		$	85,672		$	81,814

Reconciliation of Adjusted Net Income

(Unaudited)

(In thousands, except per share data)

	Year ended December 31,						Three months ended December 31,
	2013			2014			2013			2014
Net income attributable to Genpact Limited shareholders per GAAP	$	229,717		$	192,002		$	48,842		$	45,752
Add: Stock-based compensation		31,129			28,065			9,198			7,912
Add: Amortization of acquired intangible assets		18,321			22,233			4,685			6,347
Add: Acquisition related expenses		—			2,772			—			795
Less: Tax impact on stock-based compensation		(6,913	)		(6,366	)		(1,160	)		(1,160	)
Less: Tax impact on amortization of acquired intangibles		(6,373	)		(7,154	)		(2,085	)		(1,997	)
Less: Tax impact on acquisition related expenses		—			(184	)		—			(131	)
Adjusted net income	$	265,881		$	231,368		$	59,480		$	57,518
Adjusted diluted earnings per share	$	1.13		$	1.03		$	0.25		$	0.26

EX-99.2

February 4, 2015

Ticker (NYSE: G)

Genpact

Q4 and FY 2014 Earnings Presentation

Exhibit 99.2

DESIGN

•

TRANSFORM

•

RUN

2

©

2015 Copyright Genpact. All Rights Reserved.

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

convert

bookings

to

revenues,

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.

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

February

4,

2015.

Forward-Looking Statements

Non-GAAP Financial Measures

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2015 Copyright Genpact. All Rights Reserved.

FY 2014 –

Key Financial Highlights

Solid growth and strategy execution

FY ‘14 versus FY ‘13 performance:

Total Revenue: 

+7%

Revenue from Global Clients

(1)

:

+10%

GE Revenue

(1)

:

-2%

FY 2014  Adjusted Income from Operations margin at 15.1%, reflecting planned strategic

investments

(2)

Solid progress in the execution of our strategy:

Realigning our resources  and developing new solutions for our targeted verticals, service

lines and geographies

Making significant client-facing investments

Adding domain and subject-matter experts to drive differentiation

Notes:

1.

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

2.

Adjusted Income from Operations is a non-GAAP measure. FY ‘14 GAAP income from operations margin was 12.9%.

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©

2015 Copyright Genpact. All Rights Reserved.

Q4 2014 –

Key Financial Highlights

Q4 ‘14 versus Q4 ‘13 performance:

Total Revenue: 

+8%

Revenue from Global Clients

(1)

:

+11%

GE Revenue

(1)

:

-5%

Q4 2014  Adjusted Income from Operations margin at 13.6%, reflecting planned

investments

(2)

Global

Client

growth

was

broad-based

and

led

by

five

of

our

target

verticals

–

CPG,

Life

Sciences, Insurance, Manufacturing and Services, and Capital Markets

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

Consulting led growth

Signed two large transformational deals, one each in the CPG and

Banking verticals

Notes:

1.

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

2.

Adjusted Income from Operations is a non-GAAP measure. Q4 ‘14 GAAP income from operations margin was 11.8%.

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©

2015 Copyright Genpact. All Rights Reserved.

FY 2014 –

Solid Growth and Progress on Strategy Execution

Key events and accomplishments:

Continued

progress

on

converting

large

deal

pipeline;

signed

six

large

transformational

engagements, including two in the fourth quarter

Continued to add depth to our client-facing teams; invested 6.6% of our revenue in sales and

marketing and also made incremental investments in capability builds

Built industry leading solutions that integrate new technology and data insights to solve for

critical client and industry needs

Launched

Systems

of

Engagement

SM

(SOE)

technology;

combining

advanced

technologies

with our deep domain and process expertise to drive business impact for clients

Accelerated

the

integration

of

rapid

robotic

automation

solutions

with

our

SEP

SM

framework

to drive increased efficiency and effectiveness and operational intelligence for our clients

Made strong progress on the Know Your Customer (KYC) solution with Markit; Integration of

our Life Sciences regulatory affairs acquisition on track

Collaboration with Lombard Risk Management on collateral management exemplifies use of

strategic partnerships and alliances to create new client solutions

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2015 Copyright Genpact. All Rights Reserved.

Bookings Up 50% Year-Over-Year

($ millions)

2014

YoY

Bookings*

2,156

+50%

Annual bookings up significantly over 2013 of $1,440m due to:

Realignment of our strategic focus to key target verticals, service lines and

geographies led to an increase in salesforce productivity

2013 bookings were broadly flat in comparison to 2012

Focus on large annuity opportunities led to six new large deal wins over the

course of 2014

Notes:

* New bookings means the total contract value of new contracts, and certain renewals, extensions and changes to existing contracts. Regular renewals of contracts with

no change in scope are not counted as new bookings.

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2015 Copyright Genpact. All Rights Reserved.

Q4 2014 Revenue Summary

Total growth at constant currency was 9.2%; excluding Pharmalink, total revenue growth was 5.6%, or

7.1% on a constant currency basis

Q4 2014 Global Clients

BPO revenues increased 16% and ITO revenues declined 3%

Notes:

1.

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

Global

Clients

(1)

GE

(1)

BPO

ITO

7.7%

YoY

Growth%

11.4%

(5.0%)

7.7%

(2.4%)

11.0%

YoY

Growth%

Q4 ‘13

Q4 ‘14

Q4 ‘13

Q4 ‘14

($ in millions)

($ in millions)

$558.5

$601.5

$601.5

$558.5

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2015 Copyright Genpact. All Rights Reserved.

Q4 Results Reflect Investments in Client-Facing Teams

and Capabilities

Q4‘13

Q4‘14

YoY

Revenue

558.5

601.5

7.7%

Cost of Revenue

345.8

359.2

3.9%

Gross Profit

212.6

242.3

14.0%

Gross Profit % of Revenue

38.1%

40.3%

220 bps

SG&A

136.2

167.3

22.8%

SG&A % of Revenue

24.4%

27.8%

340bps

Adjusted

Income

from

Operations

(1)

85.7

81.8

-4.5%

Adjusted Income from Operations Margin

15.3%

13.6%

-170 bps

($ millions)

Notes:

1.

Adjusted Income from Operations is a non-GAAP measure. Income from Operations was $71.6 million in Q4 ‘13 and $70.9 million in Q4’14.

Gross profit margins increase was driven by productivity and favorable foreign exchange

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©

2015 Copyright Genpact. All Rights Reserved.

FY 2014 Revenue Summary

Notes:

1.

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

Global

Clients

(1)

GE

(1)

BPO

ITO

6.9%

YoY

Growth%

9.6%

(2.4%)

6.9%

3.6%

8.0%

YoY

Growth%

2,132

2,279

FY ‘13

FY ‘14

FY ‘13

FY ‘14

($ in millions)

($ in millions)

2,132

2,279

Total growth at constant currency was 7.9%; excluding Pharmalink, total revenue growth was

5.7%, or 6.7% on a constant currency basis

FY 2014 Global Clients

Business Process Outsourcing revenues increased 12% and ITO revenues increased 3%

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2015 Copyright Genpact. All Rights Reserved.

Continue to Expand Client Relationships

Notes:

1.

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

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©

2015 Copyright Genpact. All Rights Reserved.

FY‘13

FY’14

YoY

Revenue

2,132.0

2,279.4

6.9%

Cost of Revenue

1,319.6

1,378.1

4.4%

Gross Profit

812.4

901.4

10.9%

Gross Profit % of Revenue

38.1%

39.5%

140 bps

SG&A

484.8

585.6

20.8%

SG&A % of Revenue

22.7%

25.7%

300bps

Adjusted

Income

from

Operations

(1)

352.6

344.2

-2.4%

Adjusted Income from Operations Margin

16.5%

15.1%

-140 bps

($ millions)

Notes:

1.

Adjusted Income from Operations is a non-GAAP measure. Income from Operations was $309.5 million in FY ‘13 and $294.0 million in FY’14.

FY Results Reflect Investments in Client-Facing Teams

and Capabilities

Gross profit margins increase driven by incremental revenue as well as operating

efficiencies and favorable foreign exchange

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2015 Copyright Genpact. All Rights Reserved.

EPS Year-Over-Year Bridge

FY ‘13

FY ‘14

Adjusted Net Income ($ millions)

265.9

231.4

Diluted

Shares

Outstanding

(millions)

(2)

236

225

97

-11

FX Re-

measurement

Loss

FY ‘13

GAAP

EPS

(Cents per share)

Net

Adjustments

(1)

113

16

Net

Adjustments

(1)

FY ‘13

Adjusted

EPS

FY ‘14

Adjusted

EPS

FY ‘14

GAAP

EPS

-3

Lower Adjusted

Income from

Operations

-18

Increase       Decrease

Notes:

1.

Adjustments primarily include amortization of acquired intangible assets, stock-based compensation expenses and acquisition-related 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

Share buyback

net of dilution/

Others

4

85

103

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©

2015 Copyright Genpact. All Rights Reserved.

Cash From Operations

FY 2014 cash from operations down $40 MM 

Cash from operations down 13% YoY; better than our earlier outlook mainly due to the improvement in DSOs.

The year over year decline was primarily driven by the impact of

foreign exchange re-measurement. Lower

operating income also contributed to the decline.

Q4 ‘13

Q4 ‘14

19%

Notes:

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

(13%)

FY ‘13

FY ‘14

YoY

Change%

YoY

Change%

($ in millions)

($ in

millions)

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©

2015 Copyright Genpact. All Rights Reserved.

Full Year 2015 Outlook

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©

2015 Copyright Genpact. All Rights Reserved.

Annexure 1: Reconciliation of Adjusted Income from

Operations –

Full Year 2014

(USD, in thousands)

Year ended December 31

2013

2014

Income from operations per GAAP

$

309,527

$

294,031

Add: Stock-based compensation

31,129

28,065

Add: Amortization of acquired intangible assets

18,321

22,233

Add: Acquisition related expenses

-

2,772

Add/Less: Other Income (Expense), net excluding net interest

(1,168)

2,112

Add/Less: Gain (Loss) on Equity-method investment activity, net

169

(4,795)

Less: Net income attributable to noncontrolling interest

(5,334)

(169)

Adjusted income from operations

$

352,644 

$

344,249 

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2015 Copyright Genpact. All Rights Reserved.

Annexure 2: Reconciliation of Adjusted Income From

Operations –

Q4 2014

(USD, in thousands)

Quarter ended December 31

2013

2014

Income from operations per GAAP

$

71,633

$

70,866

Add: Stock-based compensation

9,198

7,912

Add: Amortization of acquired intangible assets

4,685

6,347

Add: Acquisition related expenses

-

795

Add/Less: Other Income (Expense), net excluding net interest

1,190

776

Add/Less: Gain (Loss) on Equity-method investment activity, net

30

(4,882)

Less: Net income attributable to noncontrolling interest

(1,064)

-

Adjusted income from operations

$

85,672 

$

81,814 

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2015 Copyright Genpact. All Rights Reserved.

Annexure 3: Reconciliation of Adjusted Net Income –

Full

Year 2014

(USD, in thousands, except per share data)

Year ended December 31

2013

2014

Net income attributable to Genpact Limited shareholders per GAAP

$

229,717

$

192,002 

Add: Stock-based compensation

31,129

28,065

Add: Amortization of acquired intangible assets

18,321

22,233

Add: Acquisition related expenses

-

2,772

Less: Tax impact on stock-based compensation

(6,913)

(6,366)

Less: Tax impact on amortization of acquired intangibles

(6,373)

(7,154)

Less: Tax impact on acquisition related expenses

-

(184)

Adjusted net income

$

265,881

$

231,368

Adjusted diluted earnings per share

$

1.13

$

1.03

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©

2015 Copyright Genpact. All Rights Reserved.

Annexure 4: Reconciliation of Adjusted Net Income –

Q4

2014

(USD, in thousands, except per share data)

Quarter ended December 31

2013

2014

Net income attributable to Genpact Limited shareholders per GAAP

$

48,842

$

45,752 

Add: Stock-based compensation

9,198

7,912

Add: Amortization of acquired intangible assets

4,685

6,347

Add: Acquisition related expenses

-

795

Less: Tax impact on stock-based compensation

(1,160)

(1,160)

Less: Tax impact on amortization of acquired intangibles

(2,085)

(1,997)

Less: Tax impact on acquisition related expenses

-

(131)

Adjusted net income

$

59,480

$

57,518

Adjusted diluted earnings per share

$

0.25

$

0.26

Thank You