GENPACT LIMITED (Exact name of registrant as specified in its - PDF document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☒ ☒ For the Quarterly Period ended March 31, 2017 Or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐ ☐ For the Transition Period from to Commission file number: 001-33626 GENPACT LIMITED (Exact name of registrant as specified in its charter) Bermuda 98-0533350 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda (441) 295-2244 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive office) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “accelerated filer”, “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section l3(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of the registrant’s common shares, par value $0.01 per share, outstanding as of April 28, 2017 was 192,743,610.

TABLE OF CONTENTS Item No. Page No. PART I Financial Statements 1. Unaudited Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2016 and March 31, 2017 1 Consolidated Statements of Income for the three months ended March 31, 2016 and 2017 2 Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2016 and 2017 3 Consolidated Statements of Equity and Redeemable Non-controlling Interest for the three months ended March 31, 2016 and 2017 5 Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2017 6 Notes to the Consolidated Financial Statements 7 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 3. Quantitative and Qualitative Disclosures About Market Risk 42 4. Controls and Procedures 42 PART II Other Information 1. Legal Proceedings 43 1A. Risk Factors 43 2. Unregistered Sales of Equity Securities and Use of Proceeds 44 3. Defaults upon Senior Securities 44 5. Other Information 44 6. Exhibits 45 SIGNATURES 46

GENPACT LIMITED AND ITS SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (In thousands, except per share data and share count) As of December 31, As of March 31, 2017 Notes 2016 Assets Current assets Cash and cash equivalents 4 $ 422,623 $ 388,186 Accounts receivable, net 5 615,265 602,871 Prepaid expenses and other current assets 8 189,149 227,635 Total current assets $ 1,227,037 $ 1,218,692 Property, plant and equipment, net 9 200,115 212,562 Deferred tax assets 23 70,143 61,029 Investment in equity affiliates 24 4,800 769 Intangible assets, net 10 72,049 69,070 Goodwill 10 1,069,408 1,097,329 Other assets 242,328 252,279 Total assets $ 2,885,880 $ 2,911,730 Liabilities and equity Current liabilities Short-term borrowings 11 $ 160,000 $ 15,000 Current portion of long-term debt 12 39,181 39,192 Accounts payable 9,768 9,086 Income taxes payable 23 24,159 33,091 Accrued expenses and other current liabilities 13 498,247 426,953 Total current liabilities $ 731,355 $ 523,322 Long-term debt, less current portion 12 698,152 1,035,778 Deferred tax liabilities 23 2,415 1,815 Other liabilities 14 162,790 165,561 Total liabilities $ 1,594,712 $ 1,726,476 Redeemable non-controlling interest 4,520 3,610 Shareholders' equity Preferred shares, $0.01 par value, 250,000,000 authorized, none issued — — Common shares, $0.01 par value, 500,000,000 authorized, 198,794,052 and 192,727,001 issued and outstanding as of December 31, 2016 and March 31, 2017, respectively 1,984 1,924 Additional paid-in capital 1,384,468 1,347,265 Retained earnings 358,121 219,776 Accumulated other comprehensive income (loss) (457,925) (387,321) Total equity $ 1,286,648 $ 1,181,644 Commitments and contingencies 25 Total liabilities, redeemable non-controlling interest and equity $ 2,885,880 $ 2,911,730 See accompanying notes to the Consolidated Financial Statements. 1

GENPACT LIMITED AND ITS SUBSIDIARIES Consolidated Statements of Income (Unaudited) (In thousands, except per share data and share count) Three months ended March 31, Notes 2016 (1) 2017 Net revenues $ 609,703 $ 622,995 Cost of revenue 19, 24 372,848 383,337 Gross profit $ 236,855 $ 239,658 Operating expenses: Selling, general and administrative expenses 20, 24 160,149 160,858 Amortization of acquired intangible assets 10 6,145 7,242 Other operating (income) expense, net 21 (5,061) (7,538) Income from operations $ 75,622 $ 79,096 Foreign exchange gains (losses), net (998) (4,913) Interest income (expense), net 22 (2,838) (5,493) Other income (expense), net 878 553 Income before equity-method investment activity, net and income tax expense $ 72,664 $ 69,243 Equity-method investment activity, net (2,145) (4,558) Income before income tax expense $ 70,519 $ 64,685 Income tax expense 23 12,014 12,245 Net income $ 58,505 $ 52,440 Net loss (income) attributable to redeemable non-controlling interest 289 898 Net income attributable to Genpact Limited shareholders $ 58,794 $ 53,338 Net income available to Genpact Limited common shareholders 18 $ 58,794 $ 53,338 Earnings per common share attributable to Genpact Limited common shareholders 18 Basic $ 0.28 $ 0.27 Diluted $ 0.27 $ 0.26 Weighted average number of common shares used in computing earnings per common share attributable to Genpact Limited common shareholders Basic 210,780,165 199,069,528 Diluted 213,892,964 202,655,937 (1) Income taxes, net income, and basic and diluted net income per common share for the three months ended March 31, 2016 have been restated due to the adoption of ASU No. 2016-09 in 2016 with effect from January 1, 2016. See accompanying notes to the Consolidated Financial Statements. 2

GENPACT LIMITED AND ITS SUBSIDIARIES Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (In thousands, except per share data and share count) Three months ended March 31, 2016 (1) 2017 Redeemable Redeemable Genpact Non- Genpact Non- Limited controlling Limited controlling Shareholders interest Shareholders interest Net Income (loss) $ 58,794 $ (289) $ 53,338 $ (898) Other comprehensive income: Currency translation adjustments 5,217 — 51,627 (12) Net income (loss) on cash flow hedging derivatives, net of taxes (Note 7) 1,970 — 18,858 — Retirement benefits, net of taxes 153 — 119 — Other comprehensive income (loss) $ 7,340 $ — $ 70,604 $ (12) Comprehensive income (loss) $ 66,134 $ (289) $ 123,942 $ (910) (1) Net income for the three months ended March 31, 2016 has been restated due to the adoption of ASU No. 2016-09 in 2016 with effect from January 1, 2016. See accompanying notes to the Consolidated Financial Statements. 3