[Letterhead
of]
CRAVATH,
SWAINE & MOORE LLP
[New
York
Office]
(212)
474-1154
July
5,
2007
Dear
Mr.
Woody:
We
refer
to (i) the letter of June 7, 2007 (the “June 7 SEC Letter”) from the U.S.
Securities and Exchange Commission (the “SEC”) to Genpact Limited (the
“Company”) setting forth the comments of the staff of the SEC (the “Staff”) on
the Company’s Registration Statement on Form S-1 File No. 333-142875 filed on
May 11, 2007 (the “Registration Statement”), (ii) the letter of June 21, 2007
(the “June 21 CSM Letter”) from Cravath, Swaine & Moore LLP (“CSM”) on
behalf of Genpact Limited to the SEC, and (iii) the teleconference of June
25,
2007 (the “June 25 Call”) among representatives of the Company, the SEC, CSM,
and KPMG regarding the Company’s response to question 26 of the June 7 SEC
Letter regarding segment reporting. This letter is being provided on
behalf of the Company in response to a request from the Staff on the June
25
Call that the Company confirm by letter certain matters stated by the
Company in the June 25 Call.
The
Company’s primary reasons for aggregating its operating segments into one
operating segment are as follows:
|
●
|
For
segment reporting purposes, the Company’s delivery centers are more
analogous to factories of a manufacturing company rather than
separate
segments, because the services the various delivery centers
provide and
the manner in which they provide them are quite similar.
|
|
|
●
|
The
Company organizes its business by COE in order to focus on
client
relationships. The similarity of economic and non-economic
characteristics of the COEs stems from the fact that they are
intended to
insure the best delivery of services to a client; they are
not separate
product lines.
|
2
|
●
|
The
Company’s business is carried out by entering a single MSA with each
client regardless of the COEs that provide the services and
regardless of
the delivery center or centers from which such services are
provided. Pricing is governed by the MSA for each client and
therefore is handled consistently across the COEs.
|
|
|
●
|
The
Company confirms that it believes all of its COEs meet the
aggregation
criteria of paragraph 17 of FAS 131 and can therefore be aggregated
into
one segment.
|
|
|
●
|
In
particular, the Company confirms that the COEs not aggregated
into the
“India-based segment,” namely [redacted] meet all of the
aggregation criteria of Paragraph 17 of FAS 131 with India
and can thus be
aggregated into one segment with the India-based segment.
|
|
|
●
|
[redacted]
In addition, because the COEs change frequently in
response to client needs, EBIT by COE also changes.
|
|
|
●
|
[redacted]
|
|
|
●
|
Although
the Staff noted that there are limitations on the use of forward-looking
information for purposes of FAS 131,
[redacted]
|
___________________
Please
contact the undersigned at (212) 474-1154, or, in my absence, Michael Clayton
(212) 474-1754, with any questions you may have regarding the Registration
Statement.
Sincerely,
Timothy
G. Massad
Mr.
Kevin
Woody
Accounting
Branch Chief
Division
of Corporation Finance
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
3
With
a
copy to:
Mr.
Bob
Telewicz
Staff
Accountant
Division
of Corporation Finance
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Mr.
Paul
Dudek
Office
of
International Corporate Finance
Division
of Corporation Finance
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Mr.
Vivek
Gour
Chief
Financial Officer
Genpact
DLF
City
- Phase V
Sector
53, Gurgaon
Haryana
State 122002
INDIA
Mr.
Victor F. Guaglianone
Senior
Vice President and General Counsel
Genpact
1251
Avenue of the Americas
41st
Floor
New
York
NY 10020-1104
Mr.
Rakesh Dewan
Partner
KPMG
4B,
DLF
Corporate Park
DLF City,
Phase III
Gurgaon
122 002
INDIA