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 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 August 4, 2015, Genpact Limited (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2015. 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, 2015, 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 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 ended June 30, 2015

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 4, 2015	By:	/s/ Heather D. White
	Name:	Heather D. White
	Title:	Senior Vice President

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated August 4, 2015
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, 2015

EX-99.1

Exhibit 99.1

Genpact Reports Results for the Second Quarter of 2015

Revenues of $609.5 Million, Up 9% (11% on a constant currency basis)

Adjusted Income from Operations of $100.6 Million, Up 15%

NEW YORK, August 4, 2015 — Genpact Limited (NYSE: G), a global leader in designing, transforming and running intelligent business operations, today announced financial results for the second quarter ended June 30, 2015.

Key Financial Results – Second Quarter 2015

• Total revenue was $609.5 million, up 9% year over year (up 11% on a constant currency basis).

• Income from operations was $89.4 million, up 22% year over year.

• Adjusted income from operations was $100.6 million, up 15% year over year, with a margin of 16.5%, compared to $87.6 million with a margin of 15.6% in the second quarter of 2014.

• Diluted earnings per share were $0.28, up 28% year over year, and adjusted diluted earnings per share were $0.32, up 21% year over year.

• Genpact repurchased approximately 3.0 million of its common shares for a total of $68.1 million under its $250 million share repurchase program. Year to date, Genpact has repurchased approximately 3.6 million of its common shares for a total of $81.4 million.

“We are very pleased with our second quarter results. Despite significant foreign exchange headwinds, our outlook for full year revenues remains unchanged, driven by solid Global Client growth,” said N.V. “Tiger” Tyagarajan, Genpact’s president and CEO. “Recent trends in the marketplace are forcing companies to rethink the way they do business, causing them to leverage new business models and be more disruptive in their industries. This provides us with a terrific opportunity to work with clients through their transformation journeys, as our best-in-class process and domain expertise, combined with our ability to leverage cloud-based component technologies and insights from data and analytics, enables us to develop innovative solutions for them.”

Revenue Details - Second Quarter 2015

• Revenue from Global Clients was $495.0 million, up 12% year over year, representing 81% of total revenues.

• Revenue from GE was $114.5 million, down 4% year over year, representing 19% of total revenues.

• Total BPO revenue was $481.2 million, up 13% year over year, representing 79% of total revenues.

• Global Client BPO revenue was $391.0 million, up 18% year over year.

• GE BPO revenue was $90.3 million, down 3% year over year.

• Total IT revenue was $128.3 million, down 6% year over year, representing 21% of total revenues.

• Global Client IT revenue was $104.0 million, down 5% year over year.

• GE IT revenue was $24.3 million, down 11% year over year.

• Annualized revenue per employee for the quarter was $36,600, up from $35,600 in the second quarter of 2014.

Cash Flow From Operations

• Cash from operations was $90.3 million in the second quarter of 2015, up 15% from $78.8 million in the second quarter of 2014.

Client Relationships as of June 30, 2015

• For the 12-month period ended June 30, 2015, the number of client relationships generating annual revenue over $5 million increased to 102 from 85 as of June 30, 2014. This includes client relationships with more than $15 million in annual revenue increasing to 31 from 27, client relationships with more than $25 million in annual revenue increasing to 17 from 14, and client relationships with more than $50 million in annual revenue increasing to 4 from 3.

Employee Statistics as of June 30, 2015

• Genpact had approximately 69,800 employees worldwide, up from approximately 66,900 as of June 30, 2014.

• Genpact’s employee attrition rate for the quarter was approximately 29%, measured from the first day of employment, compared to 26% for the same period in 2014.

New $1.15 Billion Five-Year Credit Facility

• On June 30, 2015, Genpact entered into a five-year, $1.15 billion credit facility consisting of an $800 million term loan and a $350 million revolving credit facility. Proceeds from this financing were largely used to repay all amounts outstanding under Genpact’s prior $925 million credit facility. Borrowings under the new facility will be available at prevailing base or LIBOR rates and an applicable margin, with anticipated savings of 125 and 100 basis points on the new term loan and revolver, respectively, compared to the rates on our prior facility.

• Genpact incurred a $10.1 million, or $0.03 per share, charge during the second quarter of 2015 related to the write-off of upfront fees for our previous facility.

2015 Outlook

Genpact expects:

• Total revenue to be in the range of $2.46 to $2.50 billion.

• Adjusted income from operations margin to be in the range of 15.0% to 15.2%, compared to an initial outlook of approximately 15%.

Conference Call to Discuss Financial Results

Genpact’s management will host an hour-long conference call beginning at 4:30 p.m. ET on August 4, 2015 to discuss the company’s performance for the second quarter of 2015. To participate, callers can dial +1 (877) 299-4454 from within the U.S. or +1 (617) 597-5447 from any other country. Thereafter, callers will be prompted to enter the participant code, 86868714.

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 assist our clients in becoming more competitive by supporting their growth and managing 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^TM, 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 70,000 people in 25 countries, with key management and a corporate office in New York City. Our global critical mass doesn’t dilute our flexible and collaborative approach, and our management team still drives client partnerships personally. We believe we are able to generate impact quickly because of our business domain expertise and experience running complex operations, driving our focus on what works and making transformation sustainable. 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 additional 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 outsourcing 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	Roger Sachs, CFA
	+1 (203) 808-6725
	roger.sachs@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, 2014		As of June 30, 2015
Assets
Current assets
Cash and cash equivalents	$	461,788	$	441,755
Accounts receivable, net		525,754		553,566
Deferred tax assets		45,486		37,223
Prepaid expenses and other current assets		155,480		188,898
Total current assets	$	1,188,508	$	1,221,442
Property, plant and equipment, net		175,936		169,631
Deferred tax assets		59,135		67,709
Investment in equity affiliates		494		9,202
Intangible assets, net		114,544		115,757
Goodwill		1,057,214		1,054,028
Other assets		146,706		149,677
Total assets	$	2,742,537	$	2,787,446

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

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

	As of December 31, 2014			As of June 30, 2015
Liabilities and equity
Current liabilities
Short-term borrowings	$	135,000		$	21,500
Current portion of long-term debt		4,288			39,111
Current portion of capital lease obligations		1,443			1,399
Accounts payable		15,544			15,485
Income taxes payable		13,586			47,383
Deferred tax liabilities		1,239			1,392
Accrued expenses and other current liabilities		451,014			406,203
Total current liabilities	$	622,114		$	532,473
Long-term debt, less current portion		649,314			756,902
Capital lease obligations, less current portion		2,660			2,465
Deferred tax liabilities		6,671			5,590
Other liabilities		176,642			170,079
Total liabilities	$	1,457,401		$	1,467,509
Shareholders’ equity
Preferred shares, $0.01 par value, 250,000,000 authorized, none issued		—			—
Common shares, $0.01 par value, 500,000,000 authorized, 218,684,205 and 216,832,795 issued and outstanding as of December 31, 2014 and June 30, 2015, respectively		2,184			2,165
Additional paid-in capital		1,296,730			1,314,530
Retained earnings		398,706			424,624
Accumulated other comprehensive income (loss)		(412,484	)		(421,382	)
Genpact Limited shareholders’ equity	$	1,285,136		$	1,319,937
Noncontrolling interest		—			—
Total equity	$	1,285,136		$	1,319,937
Total liabilities and equity	$	2,742,537		$	2,787,446

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,
	2014			2015			2014			2015
Net revenues
Net revenues from services	$	561,611		$	609,532		$	1,089,801		$	1,196,685
Cost of revenue
Services		340,125			366,304			664,414			723,780
Gross profit	$	221,486		$	243,228		$	425,387		$	472,905
Operating expenses:
Selling, general and administrative expenses		142,715			149,230			265,213			297,978
Amortization of acquired intangible assets		6,610			7,315			12,628			14,656
Other operating (income) expense, net		(890	)		(2,670	)		(2,752	)		(3,132	)
Income from operations	$	73,051		$	89,353		$	150,298		$	163,403
Foreign exchange (gains) losses, net		3,829			(7,433	)		7,422			112
Other income (expense), net		(6,505	)		(16,541	)		(13,038	)		(25,108	)
Income before equity-method investment activity, net and income tax expense	$	62,717		$	80,245		$	129,838		$	138,183
Loss (gain) on equity-method investment activity, net		(34	)		2,340			(54	)		4,563
Income before income tax expense	$	62,751		$	77,905		$	129,892		$	133,620
Income tax expense		13,851			15,204			30,139			26,266
Net income	$	48,900		$	62,701		$	99,753		$	107,354
Net income (loss) attributable to noncontrolling interest		(84	)		—			156			—
Net income attributable to Genpact Limited shareholders	$	48,984		$	62,701		$	99,597		$	107,354
Net income available to Genpact Limited common shareholders	$	48,984		$	62,701		$	99,597		$	107,354
Earnings per common share attributable to Genpact Limited common shareholders
Basic	$	0.23		$	0.29		$	0.44		$	0.49
Diluted	$	0.22		$	0.28		$	0.43		$	0.48
Weighted average number of common shares used in computing earnings per common share attributable to Genpact Limited common shareholders
Basic		217,541,960			218,525,149			224,817,938			219,208,922
Diluted		221,509,867			220,962,306			229,392,759			221,654,703

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six months ended June 30,
	2014			2015
Operating activities
Net income attributable to Genpact Limited shareholders	$	99,597		$	107,354
Net income attributable to noncontrolling interest		156			—
Net income	$	99,753		$	107,354
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization		24,994			26,811
Amortization of debt issuance costs (including loss on extinguishment of debt)		1,610			12,759
Amortization of acquired intangible assets		12,628			14,656
Reserve for doubtful receivables		1,719			1,266
Unrealized (gain) loss on revaluation of foreign currency asset/liability		(807	)		3,397
Equity-method investment activity, net		(54	)		4,563
Stock-based compensation expense		11,879			11,314
Deferred income taxes		(322	)		(8,242	)
Others, net		895			(87	)
Change in operating assets and liabilities:
Increase in accounts receivable		(15,110	)		(34,451	)
Increase in other assets		(37,870	)		(32,423	)
Increase (Decrease) in accounts payable		(5,222	)		1,165
Decrease in other liabilities		(19,966	)		(27,678	)
Increase in income taxes payable		18,939			34,176
Net cash provided by operating activities	$	93,066		$	114,580
Investing activities
Purchase of property, plant and equipment		(29,657	)		(30,172	)
Proceeds from sale of property, plant and equipment		129			784
Investment in equity affiliates		—			(9,924	)
Payment for business acquisitions, net of cash acquired		(123,701	)		(17,718	)
Net cash used for investing activities	$	(153,229	)	$	(57,030	)
Financing activities
Repayment of capital lease obligations		(896	)		(1,091	)
Payment of debt issuance and refinancing costs		—			(6,584	)
Proceeds from long-term debt		—			800,000
Repayment of long-term debt		(3,375	)		(664,875	)
Proceeds from short-term borrowings		195,000			1,451,500
Repayment of short-term borrowings		(20,000	)		(1,565,000	)
Proceeds from issuance of common shares under stock-based compensation plans		8,329			7,509
Payment for net settlement of stock-based awards		(14,345	)		(6,532	)
Payment of earn-out consideration		—			(126	)
Distribution to noncontrolling interest		(1,371	)		—
Payment for stock purchased and retired		(302,625	)		(81,399	)
Payment for expenses related to stock purchase		(2,543	)		(73	)
Net cash used for financing activities	$	(141,826	)	$	(66,671	)
Effect of exchange rate changes		7,515			(10,912	)
Net decrease in cash and cash equivalents		(201,989	)		(9,121	)
Cash and cash equivalents at the beginning of the period		571,276			461,788
Cash and cash equivalents at the end of the period	$	376,802		$	441,755
Supplementary information
Cash paid during the period for interest	$	12,828		$	14,671
Cash paid during the period for income taxes	$	37,176		$	24,706
Property, plant and equipment acquired under capital lease	$	1,305		$	876

Reconciliation of 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, amortization of related acquired intangibles, and amortization of acquired intangibles at the Company’s formation in 2004 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. 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 six months ended June 30, 2014 and 2015:

Reconciliation of Adjusted Income from Operations

(Unaudited)

(In thousands)

	Three months ended June 30,					Six months ended June 30
	2014		2015			2014			2015
Income from operations per GAAP	$	73,051	$	89,353		$	150,298		$	163,403
Add: Stock-based compensation		6,906		6,654			11,879			11,314
Add: Amortization of acquired intangible assets		5,010		6,120			9,501			12,232
Add: Acquisition-related expenses		1,977		—			1,977			798
Add: Other income, net, excluding net interest		517		811			386			1,269
Add/Less: Gain (loss) on equity-method investment activity, net		34		(2,340	)		54			(4,563	)
Less: Net loss (income) attributable to noncontrolling interest		84		—			(156	)		—
Adjusted income from operations	$	87,579	$	100,598		$	173,939		$	184,453

Reconciliation of Adjusted Net Income

(Unaudited)

(In thousands, except per share data)

	Three months ended June 30,						Six months ended June 30,
	2014			2015			2014			2015
Net income attributable to Genpact Limited shareholders per GAAP	$	48,984		$	62,701		$	99,597		$	107,354
Add: Stock-based compensation		6,906			6,654			11,879			11,314
Add: Amortization of acquired intangible assets		5,010			6,120			9,501			12,232
Add: Acquisition-related expenses		1,977			—			1,977			798
Less: Tax impact on stock-based compensation		(1,751	)		(1,864	)		(3,056	)		(3,017	)
Less: Tax impact on amortization of acquired intangibles		(1,631	)		(1,909	)		(3,107	)		(3,819	)
Less: Tax impact on acquisition-related expenses		(53	)		—			(53	)		(229	)
Adjusted net income	$	59,442		$	71,702		$	116,738		$	124,633
Adjusted diluted earnings per share	$	0.27		$	0.32		$	0.51		$	0.56

EX-99.2

August 4, 2015

Ticker (NYSE: G)

Genpact

Q2 2015 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

August

4,

2015.

Forward-Looking Statements

Non-GAAP Financial Measures

DESIGN • TRANSFORM • RUN

3

© 2015 Copyright Genpact. All Rights Reserved.

Q2 2015 –

Key Financial Highlights

Solid quarter driven by continued strength in Global Client BPO revenue

Q2 ‘15 versus Q2 ‘14 performance:

Total Revenue: 

+9% 

Revenue from Global Clients:

+12%

GE Revenue:

-4% 

Q2

2015

Adjusted

Income

from

Operations

grew

15%,

with

a

margin

(1)

of

16.5%,

driven

by

operating  efficiencies, favorable foreign exchange rates and certain non-recurring benefits

Global

Client

growth

was

broad-based

across

most

of

our

target

verticals

–

including

Banking

and Financial Services, Insurance, Life Sciences, High Tech and CPG

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

Analytics and Consulting Services all contributed to growth

Notes:

1.

Adjusted income from operations is a non-GAAP measure. Q2 ‘15 GAAP income from operations margin was 14.7%.

DESIGN • TRANSFORM • RUN

4

© 2015 Copyright Genpact. All Rights Reserved.

New Digital Technologies Combined With Our Lean Six Sigma and

Domain Strength Positions Us Well To Partner With Our Clients

Big trends impacting the way companies run their businesses

Clients are looking for partners that can help them navigate through transformative journeys

Big trends and companies’ need to transform, represent a tremendous opportunity for

Genpact

Recent investment activity has added depth to our digital capabilities and strengthened our

value proposition

DESIGN • TRANSFORM • RUN

5

© 2015 Copyright Genpact. All Rights Reserved.

Continued Momentum On Large Deal Wins And Healthy Pipeline

Continued momentum in converting and winning big deals; signed two large

transformational engagements in the second quarter, bringing the total to 10 over the last 18

months

Pipeline continues to be healthy across our key target industry verticals, service lines and

geographies

Win rates continue to hold at very good levels with improving sales force productivity

DESIGN • TRANSFORM • RUN

6

© 2015 Copyright Genpact. All Rights Reserved.

424.8

481.2

136.8

128.3

441.8

495.0

119.8

114.5

Q2 2015 Revenue Summary

Total growth on a constant currency basis was 11%; excluding Pharmalink, total revenue growth was 7%,

or 10% on a constant currency basis

Q2 2015 Global Clients

BPO revenues increased 18% and ITO revenues declined 5%

Global

Clients

GE

BPO

ITO

9%

YoY

Growth%

12%

(4%)

9%

(6%)

13%

YoY

Growth%

Q2 ‘14

Q2 ‘15

Q2 ‘14

Q2 ‘15

($ in millions)

($ in millions)

$561.6

$609.5

$609.5

$561.6

DESIGN • TRANSFORM • RUN

7

© 2015 Copyright Genpact. All Rights Reserved.

Continue to Expand Client Relationships

Notes:

1.

Relationship size = annual revenues based on last four rolling quarters

Relationship Size

(1)

85

27

14

3

102

31

17

4

0

20

40

60

80

100

120

> $5 MM

> $15 MM

>$25 MM

>$50 MM

Q2 14

Q2 15

DESIGN • TRANSFORM • RUN

8

© 2015 Copyright Genpact. All Rights Reserved.

Q2 reflects investments in capabilities more than offset by 

lower G&A expenses driven by productivity and FX gains

Q2‘14

Q2’15

YoY

Revenue

561.6

609.5

8.5%

Cost of Revenue

340.1

366.3

7.7%

Gross Profit

221.5

243.2

9.8%

Gross Profit % of Revenue

39.4%

39.9%

50 bps

SG&A

142.7

149.2

4.6%

SG&A % of Revenue

25.4%

24.5%

-90 bps

Adjusted

Income

from

Operations

87.6

100.6

14.9%

Adjusted Income from Operations Margin

15.6%

16.5%

90 bps

($ millions)

Notes:

1.

Adjusted income from operations is a non-GAAP measure. Income from operations was $73.1 million in Q2 ‘14 and $89.4 million in Q2 ’15.

Gross profit margin increase was driven by operating efficiencies and favorable foreign

exchange rates.

(1)

DESIGN • TRANSFORM • RUN

9

© 2015 Copyright Genpact. All Rights Reserved.

EPS Year-over-Year Bridge

Q2 ‘14

Q2 ‘15

Adjusted Net Income ($ millions)

59.4

71.7

Diluted

Shares

Outstanding

(millions)

(2)

221.5

221.0

22

5

FX Re-measurement

Gains

Q2 ‘14

GAAP

EPS

28

(Cents per share)

Net

Adjustments

(1)

27

5

Net

Adjustments

(1)

Q2 ‘14

Adjusted

EPS

Q2 ‘15

Adjusted

EPS

Q2 ‘15

GAAP

EPS

Higher Adjusted

Income from

Operations

-4

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; diluted shares outstanding includes the impact of 3.6 million shares repurchased through June 30, 2015.

-

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

-

EPS = Diluted earnings per share

32

4

Higher Financing

Costs

(Debt Refinance

write-off)

-3

PROCESS • ANALYTICS • TECHNOLOGY

10

93

115

79

90

Cash From Operations

Q2 2015 cash from operations

up $11 MM 

Cash from operations driven by higher revenue and improved operating margin.

Q2 ‘14

Q2 ‘15

15%

Notes:

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

23%

YTD ‘14

YTD ‘15

YoY

Growth%

YoY

Growth%

($ in millions)

($ in millions)

Q2 ’14

Q1’15

Q2 ‘15

Days Sales Outstanding

84

81

82

Cash

and

Liquid

Assets

($

millions)

(1)

377    

434

442

DESIGN • TRANSFORM • RUN

11

© 2015 Copyright Genpact. All Rights Reserved.

Full Year 2015 Outlook

Revenues ($B)

FY 2015

Adjusted Income from Operations -

Margin

~15.0 -

15.2%

2.46 -

2.50

Other Metrics

Cash Flow From Operations

Effective Tax Rate

5% -

10% > 2014

22 -

23%

Capital Expenditure (% of revenue)

~3.0%

DESIGN • TRANSFORM • RUN

12

© 2015 Copyright Genpact. All Rights Reserved.

Annexure 1: Reconciliation of Adjusted Income From

Operations –

Q2 2015

(USD, in thousands)

2014

2015

Income from operations per GAAP

$

73,051

$

89,353

Add: Stock-based compensation

6,906

6,654

Add: Amortization of acquired intangible assets

5,010

6,120

Add: Acquisition-related expenses

1,977

-

Add/Less: Other income (expense), net excluding net interest

517

811

Add/Less: Gain

(loss) on equity-method investment activity, net

34

(2,340)

Add/Less:

Net

loss

(income)

attributable

to

noncontrolling

interest

84

-

Adjusted income from operations

$

87,579 

$

100,598 

Quarter ended June 30,

DESIGN • TRANSFORM • RUN

13

© 2015 Copyright Genpact. All Rights Reserved.

Annexure 2: Reconciliation of Adjusted Net Income –

Q2

2015

(USD, in thousands, except per share data)

Quarter ended June 30,

2014

2015

Net income attributable to Genpact Limited shareholders per GAAP

$

48,984

$

62,701 

Add: Stock-based compensation

6,906

6,654

Add: Amortization of acquired intangible assets

5,010

6,120

Add: Acquisition-related expenses

1,977

-

Less: Tax impact on stock-based compensation

(1,751)

(1,864)

Less: Tax impact on amortization of acquired intangibles

(1,631)

(1,909)

Less: Tax impact on acquisition-related expenses

(53)

-

Adjusted net income

$

59,442

$

71,702

Adjusted diluted earnings per share

$

0.27

$

0.32

Thank You