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 18, 2009

GENPACT LIMITED

(Exact name of registrant as specified in its charter)

Canon’s Court, 22 Victoria Street

Hamilton HM, 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:

Item 2.02   Results of Operations and Financial Condition.

On February 18, 2009, Genpact Limited issued a press release announcing its financial results for the three months and twelve months ended December 31, 2008.  Genpact is furnishing this Form 8-K pursuant to Item 2.02, “Results of Operations and Financial Condition.”  A copy of this press release, attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1                       Press release dated February 18, 2009

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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.

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EXHIBIT INDEX

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Exhibit 99.1

Genpact Reports 2008 Fourth Quarter and Full Year Results

2008 Full Year Revenues Grow 26%,

Adjusted Income from Operations Increases 33%

Gurgaon, India and New York, NY, February 18, 2009 – Genpact Limited (NYSE: G), a leader in the globalization of services and technology and a pioneer in managing business processes for companies around the world, today announced financial results for the fourth quarter and full year ended December 31, 2008.

Key Financial Results - Full Year 2008

· Revenues were $1.04 billion, up 26% from $823.2 million in 2007.

· Net income was $125.1 million, up 122% from $56.4 million in 2007; net income margin was 12.0%, up from 6.9% in 2007.

· Diluted earnings per common share were $0.57, up from $0.12 per share in 2007.

· Adjusted income from operations increased 33% to $178.4 million, compared to $134.4 million in 2007.

· Adjusted income from operations margin was 17.1%, up from 16.3% in 2007.

· Adjusted diluted earnings per share were $0.76, up from $0.50 in 2007.

Key Financial Results - Fourth Quarter 2008

· Revenues were $281.8 million, up 22% from $231.6 million in the fourth quarter of 2007.

· Net income was $47 million, up 51% from $31.2 million in the fourth quarter of 2007; net income margin for the fourth quarter of 2008 was 16.7%, up from 13.5% in the fourth quarter of 2007.

· Diluted earnings per common share were $0.22, up from $0.14 per share in the fourth quarter of 2007.

· Adjusted income from operations increased 24% to $58.7 million compared to $47.3 million in the fourth quarter of 2007.

· Adjusted income from operations margin was 20.8%, up from 20.4% in the fourth quarter of 2007.

· Adjusted diluted earnings per share were $0.23, up from $0.20 in the fourth quarter of 2007.

Pramod Bhasin, Genpact’s President and CEO said, “Genpact completed 2008 with solid growth in revenue, margins and earnings despite the continuing challenges in the global economy.  Revenues were up 26% for the year, driven by balanced growth with existing Global Clients as well as growth with GE.  We continue to diversify and drive growth across key geographic markets with new delivery centers in Guatemala, Poland and Morocco.”

Revenues from clients other than GE, which we refer to as Global Clients revenues, grew 62% over 2007 driven by our ability to grow with our existing clients across the broad spectrum of our services and solutions.

During the fourth quarter of 2008 we added a number of clients from a wide range of industries and geographies, with whom we believe we can grow substantially in the longer term.  Among these new additions are:

·                  A leading provider of retail-based financial services in the BSFI space

·                  A global chemicals manufacturing and marketing company

·                  A major building materials supplier

·                  A major Indian financial services company

·                  A European biopharmaceuticals company

GE revenues for 2008 grew 1.8% over 2007, prior to adjustments for dispositions by GE of businesses that we continue to serve. Adjusted for such dispositions by GE, the growth rate was 7%.

Revenue per employee in 2008 increased to $30,800 from $28,200 in 2007, reflecting a combination of higher value work we are doing for clients and geographic mix.

As of December 31, 2008, Genpact had approximately 36,200 employees worldwide, an increase from 32,700 at the end of 2007. Our attrition rate for the entire year, measured from day one of employment, was 26% compared to 30% in 2007.  Genpact’s attrition rate would be 20% if measured after six months of employment, as many of Genpact’s competitors do.

Diversified Business Model

Genpact’s clients are in a diverse range of industries.  In 2008, 42% of our revenues were from banking, financial services and insurance clients and 42% were from manufacturing clients that included aircraft, infrastructure, automotive, and pharmaceuticals businesses.  The remaining 16% of revenues for 2008 came from clients providing healthcare, retail, transportation and logistics, media and entertainment and hospitality services.

In 2008, approximately 80% of Genpact’s revenues came from business process services, up from 76% in 2007, while revenues from IT services were 20%, reflecting the continuing industry softness in IT spending.

Bhasin added, “Our balanced revenue growth in 2008 – by client, vertical market and geographic region – reflects Genpact’s ability to expand its relationships with clients by providing services that address their needs, as well as add new clients to drive sustainable revenue growth.  Existing clients represented approximately 85% of our growth in 2008, with the balance coming from new clients added during the year.  Our results demonstrate the trust our clients have in Genpact and our ability to deliver value to them, especially in these turbulent times.”

In 2008, 29 client relationships each accounted for $5 million or more of our annual revenues, up from 18 in 2007.  Of those, four client relationships each accounted for $25 million or more of our annual 2008 revenues.  We believe that several of the remaining 25 clients accounting for $5 million of more of 2008 revenues, as well as some of our newer clients, can each eventually grow to $25 million or more in annual revenues.

Improved Profitability and Cash Flows

For 2008 we improved our adjusted operating income margin by 80 basis points to 17.1% from 16.3% in 2007, primarily resulting from our ability to control our costs relative to revenue growth.

Genpact generated $211 million of cash from operations in 2008, up from $150 million in 2007, primarily due to higher profits and better working capital management.  Genpact has a strong balance sheet, with approximately $385 million in Cash and Cash Equivalents, Short Term Investments and Short Term Deposits with GE.

2009 Outlook

Bhasin continued, “We are today providing our first look at guidance for 2009.  We saw changes in the environment over the course of the year, which accelerated dramatically in the fourth quarter due to the liquidity crisis, and resulted in a recession.  While this makes for challenges and uncertainty, it also produces opportunities. We see new opportunities in specific areas such as collections, supply chain, India and China and intend to put renewed focus on these areas to drive growth.  Our clients are increasingly focused on cash flow and cost containment.”

“Genpact is well-positioned with solutions to address these needs.  We are staying close to our clients to ensure that our execution is flawless and drives business outcomes that are of relevance to them, with a focus on cash improvement and cost management.  We believe this is the right time to invest in our clients and our capabilities and that businesses that invest during difficult times emerge stronger in recovery. We are also preparing for what we expect will be an increasingly competitive pricing environment.”

“Based on our current view of our markets and feedback from our clients, we expect revenue growth of 10% to 15%, from a base of $1.04 billion in 2008, and adjusted operating income margin of 16% to 17%, compared to 17.1% in 2008.  We are still very optimistic about the opportunities for Genpact, both with existing clients and potential new ones, but we are taking a cautious approach to the current and anticipated environment.”

Conference Call

Genpact management will host a conference call at 8 a.m. (Eastern Standard Time) on February 18, 2009 to discuss the Company’s performance for the periods ended December 31, 2008. To participate, callers can dial 1 (866) 383-8003 from within the U.S. or 1 (617) 597-5330 from any other country. Thereafter, callers need to enter the participant passcode, which is 72051182.

For those who cannot participate in the call, a replay and podcast will be available on our website, www.genpact.com, after the end of the call. A transcript of the call will also be made available on our website.

About Genpact

Genpact is a leader in the globalization of services and technology and a pioneer in managing business processes for companies around the world. The Company combines process expertise, information technology and analytical capabilities with operational insight and experience in diverse industries to provide a wide range of services using its global delivery platform. Genpact helps companies improve the ways in which they do business by applying Six Sigma and Lean principles plus technology to continuously improve their business processes. Genpact operates service delivery centers in India, China, Hungary, Mexico, Morocco, the Philippines, Poland, the Netherlands, Romania, Spain, Guatemala and the United States. For more information, see our website at: 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 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, 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 the Company’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 the Company believes that these forward-looking statements are based on reasonable assumptions, you are cautioned not to pay undue reliance on these forward-looking statements, which reflect management’s current analysis of future events. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company.

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GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Balance Sheets

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GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Balance Sheets

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GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Income

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GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Income

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GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Income

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GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

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

For its internal management reporting and budgeting purposes, Genpact’s management uses financial statements that do not include stock-based compensation expense related to employee stock options, amortization of acquired intangibles at formation in 2004 and additional depreciation due to mark-to-market adjustment at formation in 2004 for financial and operational decision-making, to evaluate period-to-period comparisons or for making comparisons of Genpact’s operating results to that of its competitors. Moreover, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use when adopting FAS 123(R), Genpact’s management believes that providing financial statements that do not include stock-based compensation allows investors to make additional comparisons between Genpact’s operating results to those of other companies. In addition, Genpact’s management believes that providing non-GAAP financial measures that exclude amortization of acquired intangibles and additional depreciation due to mark-to-market adjustment at formation allows investors to make additional comparisons between Genpact’s operating results to those of other companies. The Company also believes that it is unreasonably difficult to provide its financial outlook in accordance with GAAP for a number of reasons including, without limitation, the Company’s inability to predict its future stock-based compensation expense under FAS 123(R) and the amortization of intangibles associated with further acquisitions, if any. Accordingly, Genpact believes that the presentation of non-GAAP 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.

In addition, for its internal management reporting for 2007, Genpact’s management used adjusted earnings per share and pro forma earnings per share that do not include the impact of the undistributed earnings to preferred stock, the preferred dividend and the beneficial interest on conversion of the preferred stock dividend and assumes the preferred stock was converted to common shares. As of July 13, 2007, prior to the Company’s initial public offering, all the preferred stock was converted to common shares. Accordingly, the Company believes that to evaluate period to period comparisons, the presentation of non-GAAP adjusted earnings per share and pro forma earnings per share 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 non-GAAP adjusted income from operations and adjusted net income versus income from operations and net income calculated in accordance with GAAP is that non-GAAP adjusted income from operations and adjusted net income excludes costs, namely, stock-based compensation, that are recurring. Stock-based compensation has been and will continue to be a significant recurring expense in Genpact’s business for the foreseeable future. Management compensates for this limitation by providing specific information regarding the GAAP amounts excluded from non-GAAP adjusted income from operations and adjusted net income and evaluating such non-GAAP financial measures with financial measures calculated in accordance with GAAP.

During the second quarter of 2008, Genpact has reclassified its foreign exchange gains or losses from a separate line item in order to more clearly reflect Genpact’s costs, including the impact of its long-term foreign exchange hedging strategy. This reclassification affects income from operations and consequently affects adjusted income from operations. This reclassification does not affect adjusted net income or adjusted earnings per share.

Previous period information in the tables below is on a reclassified basis.

The following table shows the reconciliation of this adjusted financial measure from GAAP for the three months and year ended December 31, 2007 and 2008:

Reconciliation of Adjusted Income from Operations

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Reconciliation of Adjusted Net Income

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