SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GENPACT LIMITED
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
Common Shares, Par Value $0.01 Per Share
(Title of Class of Securities)
G3922B 107
(CUSIP Number of Class of Securities)
Victor Guaglianone
Genpact LLC
105 Madison Avenue, 2nd Floor
New York, NY 10016
(646) 624-5900
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Knute J. Salhus
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center, 250 Greenwich Street
New York, NY 10007 USA
(212) 230-8800
CALCULATION OF FILING FEE
| TRANSACTION VALUATION(1) | AMOUNT OF FILING FEE(2) | |
| $300,000,000 | $38,640 | |
| (1) | Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to $300,000,000 in value of shares of common stock of Genpact Limited at a price not greater than $18.00 and not less than $16.50 per share in cash. |
| (2) | Previously paid. The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and equals $128.80 per $1,000,000 of the value of the transaction. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: 38,640 | Filing Party: Genpact Limited | |
| Form or Registration No.: Schedule TO-I | Date Filed: March 6, 2014 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Genpact Limited, a Bermuda company (“Genpact” or the “Company”), on March 6, 2014 (the “Schedule TO”), in connection with the Company’s offer to purchase up to $300 million in value of its common shares, par value $0.01 per share (the “Shares”), at a price not greater than $18.00 nor less than $16.50 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 6, 2014 (the “Offer to Purchase”) and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”), copies of which were attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
The purpose of this Amendment is to amend and supplement the Schedule TO and the Offer to Purchase. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Item 12. Exhibits.
| (a)(5)(iii) |
Investor Day Presentation dated March 6, 2014 |
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 6, 2014
| GENPACT LIMITED | ||
| By: | /s/ Heather White | |
| Heather White | ||
| Senior Vice President | ||
2
EXHIBIT INDEX
| (a)(1)(i)* |
Offer to Purchase dated March 6, 2014 | |
| (a)(1)(ii)* |
Letter of Transmittal (including IRS Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) | |
| (a)(1)(iii)* |
Notice of Guaranteed Delivery | |
| (a)(1)(iv)* |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(v)* |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(5)(i)* |
Press Release dated March 5, 2014 | |
| (a)(5)(ii)* |
Advertisement announcing the commencement of the Offer | |
| (a)(5)(iii)** |
Investor Day Presentation dated March 6, 2014 | |
| (b)(1) |
Credit Agreement dated as of August 30, 2012 by and among the Registrant, Genpact International, Inc., Headstrong Corporation, Genpact Global Holdings (Bermuda) Limited, Morgan Stanley Senior Funding, Inc., as administrative agent, swingline lender and a term lender, Morgan Stanley Bank, N.A., as issuing bank and a revolving lender, Citigroup Global Markets Inc., as syndication agent and documentation agent, the other joint lead arrangers and joint bookrunning managers identified therein and the other lenders listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 30, 2012). | |
| (b)(2) |
Amendment No. 1, dated as of June 14, 2013, to the Credit Agreement, dated as of August 30, 2012, by and among the Registrant, Genpact International, Inc., Headstrong Corporation, Genpact Global Holdings (Bermuda) Limited, the other subsidiaries of the Registrant party thereto, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and swingline lender, Morgan Stanley Bank, N.A., as issuing bank, and the joint lead arrangers and joint bookrunning managers identified therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on June 14, 2013). | |
| (d)(1) |
Amended and Restated Shareholder Agreement, dated as of October 25, 2012, by and among the Company, Glory Investments A Limited, Glory Investments B Limited, Glory Investments IV Limited, Glory Investments IV-B Limited, RGIP, LLC, Twickenham Investment Private Limited and Glory Investments TA IV Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on October 25, 2012). | |
| (d)(2) |
Gecis Global Holdings 2005 Stock Option Plan (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-142875) filed with the SEC on May 11, 2007). | |
| (d)(3) |
Genpact Global Holdings 2006 Stock Option Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-142875) filed with the SEC on May 11, 2007). | |
| (d)(4) |
Genpact Global Holdings 2007 Stock Option Plan (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-142875) filed with the SEC on May 11, 2007). | |
| (d)(5) |
Form of Stock Option Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-142875) filed with the SEC on May 11, 2007). | |
| (d)(6) |
Reorganization Agreement dated as of July 13, 2007, by and among the Company, Genpact Global (Lux) S.à.r.l., Genpact Global Holdings SICAR S.à.r.l. and the shareholders listed on the signature pages thereto (incorporated by reference to Exhibit 10.17 to Amendment No. 2 of the Company’s Registration Statement on Form S-1 (File No. 333-142875) filed with the SEC on July 16, 2007). | |
| (d)(7) |
Assignment and Assumption Agreement dated as of July 13, 2007, among the Company, Genpact Global Holdings SICAR S.à.r.l. and Genpact International, LLC (incorporated by reference to Exhibit 10.19 to Amendment No. 2 of the Company’s Registration Statement on Form S-1 (File No. 333-142875) filed with the SEC on July 16, 2007). | |
| (d)(8) |
Form of Director Indemnity Agreement (incorporated by reference to Exhibit 10.21 to Amendment No. 4 of the Company’s Registration Statement on Form S-1(File No. 333-142875) filed with the SEC on August 1, 2007). | |
| (d)(9) |
U.S. Employee Stock Purchase Plan and International Employee Stock Purchase Plan (incorporated by reference to Exhibit A to the Company’s Proxy Statement filed on Schedule 14A with the SEC on April 3, 2008). | |
| (d)(10) |
Form of RSU Award Agreement (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K (File No. 001-33626) filed with the SEC on February 23, 2010). | |
| (d)(11) |
Form of Performance Share Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on March 15, 2010) | |
| (d)(12) |
Form of Performance Share Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on March 21, 2011). | |
| (d)(13) |
Form of RSU Award Agreement, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on March 31, 2011). | |
| (d)(14) |
Form of Amended and Restated Genpact Limited 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 1 to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-33626) filed with the SEC on April 15, 2011). | |
| (d)(15) |
Employment Agreement by and between the Company and N.V. Tyagarajan, dated June 15, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on June 17, 2011). | |
| (d)(16) |
Employment Agreement by and between Genpact LLC and Patrick Cogny, dated August 5, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 10, 2011).† | |
| (d)(17) |
Form of Performance Share Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-33626) filed with the SEC on May 10, 2012). | |
| (d)(18) |
Performance Share Award Agreement with N.V. Tyagarajan, dated March 6, 2012 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-33626) filed with the SEC on May 10, 2012). | |
| (d)(19) |
Letter Agreement dated August 1, 2012 between the Company and South Asia Private Investments (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 3, 2012). | |
| (d)(20) |
Letter Agreement dated August 1, 2012 by and among the Company and the shareholders listed on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 3, 2012). | |
| (d)(21) |
Shareholder Agreement dated August 1, 2012 by and among the Company and South Asia Private Investments (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 3, 2012). | |
| (d)(22) |
First Amendment to the Genpact Limited 2007 Omnibus Incentive Compensation Plan (as Amended and Restated April 11, 2012), effective as of August 1, 2012 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 3, 2012). | |
| (d)(23) |
First Amendment to the Genpact Limited International Employee Stock Purchase Plan and U.S. Employee Stock Purchase Plan, effective as of August 1, 2012 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 3, 2012). | |
| (d)(24) |
Letter Agreement by and between the Company and N.V. Tyagarajan, dated August 2, 2012 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 3, 2012). | |
| (d)(25) |
Form of Director Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File no. 01-33626) filed with the SEC on August 9, 2013). | |
| (g) |
Not Applicable. | |
| (h) |
Not Applicable. | |
| * | Previously filed on Schedule TO on March 6, 2014. |
| ** | Filed herewith. |
Exhibit (a)(5)(iii)
2014 Investor and
Analyst Day
March 6, 2014
2014 Investor and Analyst Day
Forward Looking Statements
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 BPM 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 (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 does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company.
Non-GAAP Financial Measures
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 to GAAP are available in this presentation and in our earnings release dated February 6, 2014.
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 2
Share Repurchase of Up to $300 Million Through Modified Dutch Auction Tender Offer
Price range of $16.50 to $18.00
Offer open until April 2, 2014
Available cash, cash equivalents and borrowings under our credit facility to finance the share purchase
Transaction returns a portion of accrued earnings to shareholders and, because of reduction of outstanding shares, is accretive to earnings per share
Bain Capital, Genpact directors and executive officers do not intend to participate in the offer
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 3
Introduction and Market Overview
Introduction and Market Overview
Genpact designs, transforms and runs business-critical operations for companies to make them more competitive. For clients, our impact is measurable in greater efficiency and effectiveness, cost savings, and better management of risk, regulations and growth.
We are differentiated by our expertise in select industries and service lines, a high level of satisfaction among our Fortune Global 500 clients, and a passion for operational rigor and excellence that reflects our strong GE heritage.
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 5
Introduction and Market Overview
Genpact is in a Unique Position at a Unique Point in the Market
We play in a large global underpenetrated market that continues to grow
We have a strong, highly referenceable set of relationships with global blue-chip clients
Our clients’ needs are rapidly changing
We partner with our clients in some very unique engagements
We create a virtuous cycle to drive transformation and outcomes
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 6
Introduction and Market Overview
Genpact is a Leader in the Business Process Services Industry
Spun off from GE Launched SEPSM Bain Capital
Investment
1997 2007 2011 2014
2005 2010 2012
Began as a GE NYSE listing the Capital Markets Launched Four Pillar
business unit symbol ‘G’ Acquisition Growth Strategy
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 7
Introduction and Market Overview
Net Promoter Score (NPS) – Not Just a Metric, But a Way of Life
65%
57% 8%
47% • Variable compensation linked to NPS
• Central to strategy
• 80% growth from existing clients
2008 2010 2013
“Our relationship just goes from
strength to strength. There has
been terrific engagement, a real
close working partnership.
very happy with it.”
Sr. Director and GBS Europe Leader,
Global Financial Services Company
Valued partner for a long period
“of time. Willing to listen and
implement processes supporting
my operation.”
MD, Risk Management, Largest
US Financial Services Provider
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 8
Introduction and Market Overview
Strong Relationships with Global, Blue-Chip Clients
BANKING AND LIFE
INSURANCE MANUFACTURING
FINANCIAL SERVICES SCIENCES
Leading US Retail Bank
4 of the top 5 Australia Banks
Leading Fortune 500 Insurers
Leading Global Reinsurer
Leading Personal Insurer in US
8 of 10 Largest Pharmaceutical Cos
2 Leading Global Conglomerates
Top Global Automaker
CAPITAL MARKETS HI-TECH HEALTHCARE CPG/RETAIL
9 of the top 10 investment banks
3 of the top 5 asset managers
Leading Data 2 Leading Healthcare
Management Co. Information Cos.
700+ Clients—Leading Brands Across Industry Verticals
4 of the world’s largest breweries
Largest US drug retailing chain
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 9
Introduction and Market Overview
Combining Process Capability, Analytics and Technology Enables Genpact To Drive Transformation and Outcomes
Deep industry and process expertise informs analytics and IT interventions
Create Smart Processes
Enable Smart Decisions
(SEP SM)
Continuous Process Improvements Enhanced Use of Data
Data-driven insights help craft more effective process design
FROM… TO…
Efficiency Effectiveness
Tactical Strategic
Cost arbitrage, higher productivity Revenue growth and cash flow
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 10
Introduction and Market Overview
Partnering with Our Clients to Drive Impact
For a large pharma company we consolidated 60 global sites into a single Shared Service Center, for the CFO office
For a global CPG company, we deliver a cloud-based order-to-cash solution driving DSOs down by 47 days releasing $475 MM of cash
For a large US bank, we provide customer insights for product development, creating new risk and marketing models
The Results: $22B of Impact for our Clients
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 11
Introduction and Market Overview
Large Global Market – Substantially Underpenetrated and Growing
A large total addressable Market expected
market, expected to to grow at low teens
be ~$390B by 2017
Large Global Continues
Market to grow
Low Fragmented
Penetration Competitive
Landscape
13—25% penetration No single market leader:
in our focus verticals different competitors for
and service lines different focus areas
Source: McKinsey Research
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 12
Introduction and Market Overview
Insights from 100+ Client Conversations Reveal Changing Demands
FROM TO
• Small and incremental projects • Global transformational agendas
Engage solely for execution Design, transform and run
Modest focus on the role of Must connect technology, process
data / analytics and data to build insights
• Industry and domain knowledge
Improve business processes critical
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 13
Introduction and Market Overview
Strategically Investing to Capture High-Value Opportunities to Maintain and Grow Market Leadership
Accelerate Global Client Growth
Expand Market Leadership
Concentrate
Enhance
Further
Deepen Client
Investments
Domain Expertise
Differentiate
Relationships
Solutions
Strong Foundation of Operating Excellence & World-Class Client Service
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 14
Introduction and Market Overview
Execution Roadmap
2014
Outlook for 2015 and beyond
Invest in client-facing teams
Substantially increase Lead Solution Architects and Subject Matter Experts
Build differentiated solutions in areas of opportunity
Further embed technology and analytics into service lines
Strengthen pipeline of large deals
Top three in our chosen areas
Industry leading solutions that combine domain, technology and analytics
Increase sales productivity
Drive higher bookings
Accelerate conversion on large deals
Continue to acquire capabilities and form partnerships
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 15
Introduction and Market Overview
Metrics To Measure And Track Success Over Time
Progress on specific investments versus plan
Winning more large deals
Continuously improving salesforce productivity
Total bookings
Holistic approach to total shareholder return combining operating income growth and other capital allocation strategies
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 16
Finance Overview
Finance Overview
Winning Growth Strategy has Transformed the Company…
Today
At IPO
• GC ~ 77% of Revenue
GC ~ 42% of Revenue
Focus on Operational • 63,000+ Employees
32,000+ Employees Excellence and our
Clients has led to
• 30 Delivery Centers in • 70+ Delivery Centers in
9 Countries 18 Countries
$230MM+ Revenue Consistent Growth $500MM+ Revenue
per Quarter • High Recurring per Quarter
Revenue
• $84MM FCF per • Healthy Cash • $250MM+ FCF per
annum Generation annum
…and we maintain our attractive financial attributes
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 18
Finance Overview
Consistently Strong Revenue Growth, Driven by Global Clients
Genpact Revenue Growth Global Clients Revenue Growth
$2,132 $1,650
$1,902 $1,405
$1,600 $1,117
$1,259
$1,041 $1,120 $669 $780
$823 $551
$342
2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013
Global Clients as a % of Total Revenue
74% 77%
70%
53% 60% 62%
42%
2007 2008 2009 2010 2011 2012 2013
CAGR: 17%
CAGR: 30%
DESIGN • TRANSFORM • RUN © 2014 Copyright Genpact. All Rights Reserved.
19
Finance Overview
Adjusted Operating Income Growth in Line with Revenue
Revenue and Adjusted Operating Income Margin
CAGR:
$2,132 17%
$1,902
$1,600 CAGR:
17%
$1,259 $353
$1,120
$1,041 $313
$ 823 $265
Revenue
$199 $204
$178
AOI
$134
2007 2008 2009 2010 2011 2012 2013
AOI Margin 16.3% 17.1% 17.8% 16.2% 16.5% 16.5% 16.5%
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 20
Deliberate Investments in Sales & R&D to Drive Growth, Partly Funded by Leverage in Other G&A
Sales & Marketing as % of Revenue / $MM
6.0%
4.8% 4.7%
4.2% 4.2%
3.9% 134
101
91
67
43 53
2009 2010 2011 2012 2013 2014
Sales & Marketing Sales & Marketing % of Rev
R&D G&A* as % of Revenue / $MM
2.7%
2.3% 2.3%
2.0% 2.0%
1.7%
60
39 42
28 28
26
2009 2010 2011 2012 2013 2014
Total R&D R&D as % of Rev
G&A as % of Revenue / $MM
19.8%
19.2%
18.2% 18.2% 18.0%
17.0%
291
222 229 384 383
366
2009 2010 2011 2012 2013 2014
G&A G&A % of Rev
Other G&A** as % of Revenue / $MM
17.5%
17.2%
16.0% 16.4% 16.0%
14.4%
327 342 323
263
196 201
2009 2010 2011 2012 2013 2014
Other G&A Other G&A % of Rev
* R&D (Research and Development) includes LSS, NPI, SEP & Practice & Transitions;
** Other G&A includes all other enabling functions like Finance, HR, Hiring, Training etc.
Finance Overview
Higher Historic Long Term Growth with Lower Volatility Than Comps
Revenue EBIT
5-year CAGR to 2013 5-year CAGR to 2013
15% 21%
16%
13%
CAGR CAGR
Genpact Comps Genpact Comps
Volatility 0.5 Volatility
1.2 1.2
1.7
Notes:
Comps include : INFY, WIT, TCS, CTSH, ACN, SYNT, EXLS and WNS
5 Years CAGR
EBIT = Net Income +Taxes+ Interest Expense, Comp EBIT CAGR excludes EXLS as they had unusual Fx impact and a discontinued operation in 2008 Volatility- Quarterly data (Standard deviation/Mean) Source for S&P 500 growth- Factset
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 22
Finance Overview
Free Cash Flow has Consistently Grown Faster than Revenue
Cash from Operating Activities and Free Cash Flow
$311 $312 CAGR: 13%
$ 267
CAGR: 21%
Cash from $ 211 $ 263
Operating Activities
$ 231 $227
$150 $158 $ 163
$ 142
Free Cash $106 $108
Flow
$84
2007 2008 2009 2010 2011 2012 2013
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 23
Finance Overview
Strong Cash Generation and Liquidity Position
Cash Balance and Debt
800 571
600 431 481 478
385 408
400 314 456
361
261
200 191
53
-
(101)
(200)(70)(25)
(124)(124)(276)
(400)
(355)
(600)
(800)
(753)(672)
(1,000)
2007 2008 2009 2010 2011 2012 2013
Debt (closing) Cash (closing) Net Cash
Notes: EBITDA = Net Income + Taxes + Interest Expense + Dep & Intangible Amort.
Modest leverage of 0.25x (Net debt / EBITDA)
CFOA grew from $150MM in
FY’07 to $312MM in FY’13
Free cash flow conversion – a 5-year average of 57% of EBITDA
Combination of strong cash flow and leverage headroom allows flexibility for M&A and TSR
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 24
Finance Overview
Key Financial Levers
Pricing
Investments
Other G&A
Wage Inflation
Taxes
Balance Sheet /
Cash
Competitive but stable
Investments in client-facing teams and R&D
Driving continued leverage from support functions
Stable and will continue to be offset by G&A leverage
Positively affected by continued growth in low tax jurisdictions and reduced volatility
Strong balance sheet with flexibility to grow and acquire
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 25
Finance Overview
Fiscal Year 2014 Outlook
Revenues: 2.22—2.26 ($B)
– Global Clients growth of approx. 7-9%; GE revenue down approx. 5%
Adjusted Operating Income Margin: 15.0%—15.5%
Strategic investments for long-term revenue growth
Investment of $45 million, or 2% of projected revenue, in 2014
Split 2/3 on client-facing teams and the remainder in R&D to build key capabilities
Subdued growth in non-focus areas
Continuing 2013 revenue headwinds
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 26
Recap and Closing
Recap and Closing
Strategically Investing to Capture High-Value Opportunities to Maintain and Grow Market Leadership
Accelerate Global Client Growth
Expand Market Leadership
Concentrate
Enhance
Further
Deepen Client
Investments
Domain Expertise
Differentiate
Relationships
Solutions
Strong Foundation of Operating Excellence & World-Class Client Service
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 28
Recap and Closing
Execution Roadmap
2014
Outlook for 2015 and beyond
Invest in client-facing teams
Substantially increase Lead Solution Architects and Subject Matter Experts
Build differentiated solutions in areas of opportunity
Further embed technology and analytics into service lines
Strengthen pipeline of large deals
Top three in our chosen areas
Industry leading solutions that combine domain, technology and analytics
Increase sales productivity
Drive higher bookings
Accelerate conversion on large deals
Continue to acquire capabilities and form partnerships
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 29
Recap and Closing
Metrics To Measure And Track Success Over Time
Progress on specific investments versus plan
Winning more large deals
Continuously improving salesforce productivity
Total bookings
Holistic approach to total shareholder return combining operating income growth and other capital allocation strategies
DESIGN • TRANSFORM • RUN
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Recap and Closing
Financial Outlook for 2015 and Beyond
Global Client growth returns to mid-teens
GE roughly flat
Margins normalized
DESIGN • TRANSFORM • RUN
© 2014 Copyright Genpact. All Rights Reserved. 31
Recap and Closing
Genpact is in a Unique Position at a Unique Point in the Market
We play in a large global underpenetrated market that continues to grow
We have a strong, highly referenceable set of relationships with global blue-chip clients
Our clients’ needs are rapidly changing
We partner with our clients in some very unique engagements
We create a virtuous cycle to drive transformation and outcomes
DESIGN • TRANSFORM • RUN
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Appendix 1: Reconciliation of Adjusted Income from Operations
(USD, In Thousands) Year ended December 31
2012 2013
Income from operations as per GAAP $ 264,345 $ 309,527
Add: Amortization of acquired intangible assets resulting from Formation
Accounting 6,845 2,961
Add: Amortization of acquired intangible assets relating to acquisitions 10,739 15,360
Add: Acquisition related expenses 298 -
Add: Consultancy, legal and banker fees relating to change of shareholding
(excluding expenses related to the credit facility), as recorded under other 17,227 -
income (expense)
Less: Recovery from selling shareholder of consultancy, legal and banker fees
relating to change of shareholding (excluding expenses related to the new(17,000) -
credit facility), as recorded under other income (expense)
Add: Consultancy, legal and banker fees relating to capital restructuring
(excluding expenses related to the new credit facility), as recorded under 3,237 -
selling, general and administrative expenses
Add: Stock based compensation 32,152 31,129
Less: Provision (created) reversed for loss on divestitures(459)(3,487)
Add: Other income (expense) 2,074 2,319
Add: Gain (Loss) on Equity-method investment activity, net 17 169
Less: Net income attributable to noncontrolling interest(6,374)(5,334)
Adjusted income from operations $ 313,101 $ 352,644
DESIGN • TRANSFORM • RUN
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