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      Genpact Reports Results for 2012 Full Year and Fourth Quarter

      Revenues of $1.9 Billion, Up 19% for FY '12 and Up 15% for 4Q '12

      Adjusted Income from Operations of $313 Million, Up 18% for FY '12 and Up 9% for 4Q '12

      Cash Flow from Operations of $311 Million, Up 17% for FY '12 and Up 13% for 4Q '12

      Genpact Limited

      News provided by

      Genpact Limited

      Feb 07, 2013, 04:00 ET

      Share this article

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      NEW YORK, Feb. 7, 2013 /PRNewswire/ -- Genpact Limited (NYSE: G), a global leader in business process management and technology services, today announced financial results for the fourth quarter and full year ended December 31, 2012.

      (Logo: http://photos.prnewswire.com/prnh/20120501/NY98560LOGO )

      Key Financial Results – Full-Year 2012

      • Revenues were $1.9 billion, up 18.8% from $1.6 billion in 2011.
      • Net income attributable to Genpact Limited shareholders was $178.2 million, compared to $184.3 million in 2011; net income margin for 2012 was 9.4%, compared to 11.5% in 2011.
      • The effective tax rate was 30.6%, up from 27.7% in 2011.
      • Diluted earnings per common share were $0.78, compared to $0.81 per share in 2011.
      • Adjusted income from operations increased 18.4% to $313.1 million, up from $264.5 million in 2011.
      • Adjusted income from operations margin was 16.5%, unchanged from 2011.
      • Adjusted diluted earnings per share were $0.96, compared to $0.98 in 2011.

      Key Financial Results – Fourth Quarter 2012

      • Revenues were $507.7 million, up 14.7% from $442.7 million in the fourth quarter of 2011.
      • Net income attributable to Genpact Limited shareholders was $53.4 million, compared to $61.1 million in the fourth quarter of 2011; net income margin for the fourth quarter of 2012 was 10.5%, compared to 13.8% in the fourth quarter of 2011.
      • Diluted earnings per common share were $0.23, compared to $0.27 per share in the fourth quarter of 2011.
      • Adjusted income from operations totaled $83.9 million, up from $77.1 million in the fourth quarter of 2011.
      • Adjusted income from operations margin was 16.5%, compared to 17.4% in the fourth quarter of 2011.
      • Adjusted diluted earnings per share were $0.25, compared to $0.32 in the fourth quarter of 2011.

      N.V. 'Tiger' Tyagarajan, Genpact's president and CEO said, "Our results in the fourth quarter and full year 2012 demonstrated strong client demand and profitable growth. In 2012, we delivered robust growth in revenues and adjusted operating income. In addition, we expanded and strengthened our capabilities across our enterprise services offerings, industry vertical markets and geographies with both investment initiatives and acquisitions. We also provided our shareholders a substantial return of capital in the form of a $502 million special cash dividend. All of these accomplishments build upon our solid foundation and position us to take advantage of the large market opportunity available to us and long runway to drive sustained growth in revenues and cash flows."

      Revenues from Global Clients grew 25.8% for the full year 2012 and 19.2% in the fourth quarter. Business process management revenues from Global Clients grew 21.3% for the full year, and 21.1% in the fourth quarter and were led by growth in Smart Decision Services of 31.3% for the full year and 21.0% for the fourth quarter. Revenues from Global Clients represented approximately 73.9% of Genpact's total revenues in 2012, with the remaining 26.1% of revenues coming from GE. GE revenues increased 2.8% for the full year 2012 and 3.1% in the fourth quarter.

      As of the end of 2012, 65 client relationships each contributed revenues of $5 million or more in the last 12 months, up from 56 such relationships as of December 31, 2011. As of the end of 2012, 11 client relationships each contributed revenues of $25 million or more in the last 12 months, up from nine such client relationships as of December 31, 2011.

      Approximately 76.6% of Genpact's revenues for the full year 2012 and 76.8% for the fourth quarter came from business process management services, compared to 78.8% for 2011 and 75.9% for the fourth quarter of 2011. Revenues from IT services represented approximately 23.4% of total revenues for the full year 2012 and 23.2% for the fourth quarter, compared to 21.2% for 2011 and 24.1% for the fourth quarter of 2011.

      Genpact generated $310.7 million of cash from operations in 2012 and $101.2 million in the fourth quarter of 2012, up from $266.6 million of cash from operations in 2011 and $89.5 million in the fourth quarter of 2011, primarily due to better working capital management resulting from lower days sales outstanding in the fourth quarter. Genpact had approximately $477.5 million in cash and cash equivalents and short-term deposits as of December 31, 2012.

      In the third quarter of 2012, Genpact paid a special cash dividend of $2.24 per share, for an aggregate amount of approximately $502 million, to holders of Genpact common shares and facilitated the sale of approximately 26% of its outstanding shares to Bain Capital Partners from its original sponsors. The special dividend was funded through a combination of surplus cash on Genpact's balance sheet and a portion of the proceeds of borrowings under a new $925 million senior credit facility. The costs and expenses associated with the above transactions are reflected in Genpact's results for 2012, and adversely impacted net income for the year.

      As of December 31, 2012, Genpact had approximately 60,200 employees worldwide, an increase from approximately 55,400 at the end of 2011. The attrition rate for the entire year, measured from day one, was 25%, down from 30% in 2011. Revenue per employee in 2012 was $34,000, compared to $34,100 in 2011.

      2013 Outlook

      Tyagarajan continued, "We remain cautious, as are many of our clients, about the global economy in the near term, even as we see signs of improvement, and we are bullish on the long term. For the full year 2013, we expect revenues to be in a range of $2.15 – $2.20 billion, and adjusted operating income margin in a range of 15.8% – 16.3%. This guidance reflects the revenue contribution and slight margin dilution for the year resulting from the recently-announced acquisition of JAWOOD. Without the anticipated impact of JAWOOD, we would have expected 2013 adjusted operating income margin to be in a range of 16.0% to 16.5%."

      Conference Call to Discuss Financial Results

      Genpact management will host an hour-long conference call beginning at 8:00 a.m. ET on February 8, 2013 to discuss the company's performance for the periods ended December 31, 2012. To participate, callers can dial 1-866-713-8395 from within the U.S. or +1 (617) 597-5309 from any other country. Thereafter, callers will be prompted to enter the participant code, 90489804.

      A live webcast of this event 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 will also be made available via the website.

      About Genpact

      Genpact Limited (NYSE: G), a global leader in business process management and technology services, leverages the power of smarter processes, smarter analytics and smarter technology to help its clients drive intelligence across their enterprise.  Genpact's Smart Enterprise Processes (SEPSM) framework, its unique science of process combined with deep domain expertise in multiple industry verticals, leads to superior business outcomes. Genpact's Smart Decision Services deliver valuable business insights to its clients through targeted analytics, reengineering expertise, and advanced risk management. Making technology more intelligent by embedding it with process and data insights, Genpact also offers a wide range of technology services.  Driven by a passion for process innovation and operational excellence built on its Lean and Six Sigma DNA and the legacy of serving GE for more than 15 years, the company's 60,000+ professionals around the globe deliver services to its more than 600 clients from a network of 70 delivery centers across 20 countries supporting more than 30 languages. For more 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 management and information technology 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, 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 does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of Genpact.

      Contact






      Investors:


      Bharani Bobba



      +1 (203) 300-9230



      bharani.bobba@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,


      As of December 31,


      2011


      2012

      Assets




      Current assets




      Cash and cash equivalents

      $

      408,020


      $

      459,228

      Accounts receivable, net

      258,498


      451,960

      Accounts receivable from related party, net

      143,921


      29

      Short term deposits

      -


      18,292

      Deferred tax assets

      46,949


      48,489

      Due from related party

      10


      -

      Prepaid expenses and other current assets

      127,721


      150,769

      Total current assets

      $

      985,119


      $

      1,128,767





      Property, plant and equipment, net

      180,504


      200,362

      Deferred tax assets

      91,880


      91,383

      Investment in equity affiliates

      220


      416

      Customer-related intangible assets, net

      85,987


      84,748

      Marketing-related intangible assets, net

      24,240


      21,585

      Other intangible assets, net

      3,061


      6,054

      Goodwill

      925,339


      956,064

      Other assets

      107,037


      116,548

      Total assets

      $

      2,403,387


      $

      2,605,927







      GENPACT LIMITED AND ITS SUBSIDIARIES

      Consolidated Balance Sheets

      (Unaudited)

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



      As of December 31,


      As of December 31,


      2011


      2012

      Liabilities and equity




      Current liabilities




      Short-term borrowings

      $

      252,000


      $

      80,000

      Current portion of long-term debt

      29,012


      4,982

      Current portion of capital lease obligations

      1,005


      1,301

      Current portion of capital lease obligations payable to related party

      762


      -

      Accounts payable

      20,951


      18,652

      Income taxes payable

      20,118


      22,304

      Deferred tax liabilities

      35


      538

      Due to related party

      464


      -

      Accrued expenses and other current liabilities

      337,481


      390,041

      Total current liabilities

      $

      661,828


      $

      517,818

      Long-term debt, less current portion

      73,930


      656,879

      Capital lease obligations, less current portion

      846


      2,533

      Capital lease obligations payable to related party, less current portion

      855


      -

      Deferred tax liabilities

      1,905


      6,068

      Due to related party

      9,154


      -

      Other liabilities

      219,186


      250,848

      Total liabilities

      $

      967,704


      $

      1,434,146

      Shareholders' equity




      Preferred shares, $0.01 par value, 250,000,000 authorized, none issued

      -


      -

      Common shares, $0.01 par value, 500,000,000 authorized, 222,347,968 and 225,480,172 issued and outstanding as of December 31, 2011 and 2012, respectively

      2,222


      2,253

      Additional paid-in capital

      1,146,203


      1,202,448

      Retained earnings

      605,386


      281,982

      Accumulated other comprehensive income (loss)

      (320,753)


      (318,272)

      Genpact Limited shareholders' equity

      1,433,058


      1,168,411

      Noncontrolling interest

      2,625


      3,370

      Total equity

      1,435,683


      1,171,781

      Commitments and contingencies




      Total liabilities and equity

      $

      2,403,387


      $

      2,605,927







      GENPACT LIMITED AND ITS SUBSIDIARIES

      Consolidated Statements of Income

      (Unaudited)

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



      Year Ended December 31


      2010


      2011


      2012

      Net revenues






      Net revenues from services - related party

      $

      479,231


      $

      484,464


      $

      550

      Net revenues from services - others

      779,732


      1,115,972


      1,901,421

      Total net revenues

      1,258,963


      1,600,436


      1,901,971

      Cost of revenue






      Services

      788,522


      1,004,899


      1,157,766

      Total cost of revenue

      788,522


      1,004,899


      1,157,766

      Gross profit

      $

      470,441


      $

      595,537


      $

      744,205

      Operating expenses:






      Selling, general and administrative expenses

      282,102


      357,959


      456,611

      Amortization of acquired intangible assets

      15,959


      19,974


      23,233

      Other operating (income) expense, net

      (5,484)


      1,360


      16

      Income from operations

      $

      177,864


      $

      216,244


      $

      264,345

      Foreign exchange (gains) losses, net

      (1,137)


      (35,099)


      (13,146)

      Other income (expense), net

      5,246


      10,716


      (14,499)

      Income before Equity-method investment activity, net and income tax expense

      $

      184,247


      $

      262,059


      $

      262,992

      Equity-method investment activity, net

      1,013


      327


      (17)

      Income before income tax expense

      $

      183,234


      $

      261,732


      $

      263,009

      Income tax expense

      34,203


      70,656


      78,419

      Net Income

      $

      149,031


      $

      191,076


      $

      184,590

      Net income attributable to noncontrolling interest

      6,850


      6,782


      6,374

      Net income attributable to Genpact Limited shareholders

      $

      142,181


      $

      184,294


      $

      178,216

      Net income available to Genpact Limited common shareholders

      142,181


      184,294


      178,216

      Earnings per common share attributable to Genpact Limited common shareholders






      Basic

      $

      0.65


      $

      0.83


      $

      0.80

      Diluted

      $

      0.63


      $

      0.81


      $

      0.78

      Dividend per share

      $

      -


      $

      -


      $

      2.24

      Weighted average number of common shares used in computing earnings per common share attributable to Genpact Limited common shareholders






      Basic

      219,310,327


      221,567,502


      223,696,567

      Diluted

      224,838,529


      226,354,403


      229,532,516

      GENPACT LIMITED AND ITS SUBSIDIARIES

      Consolidated Statements of Cash Flows

      (Unaudited)

      (In thousands)



      Year ended December 31,


      2010


      2011


      2012

      Operating activities







      Net income attributable to Genpact Limited shareholders

      $

      142,181


      $

      184,294


      $

      178,216

      Net income attributable to noncontrolling interest

      6,850


      6,782


      6,374

      Net Income

      $

      149,031


      $

      191,076


      $

      184,590

      Adjustments to reconcile net income to net cash provided by (used for) operating activities:







      Depreciation and amortization

      57,881


      58,357



      56,089

      Amortization of debt issue costs

      385


      1,952



      8,079

      Amortization of acquired intangible assets

      16,275


      20,132



      23,305

      Reserve (release) for doubtful receivables

      (1,334)


      6,298



      3,878

      Reserve for mortgage loans

      12


      52



      108

      Gain on business acquisition

      (247)


      -



      -

      Unrealized (gain) loss on revaluation of foreign currency asset/liability

      (284)


      (18,276)



      (13,700)

      Equity-method investment activity, net

      1,013


      327



      (17)

      Stock-based compensation expense

      17,514


      27,767



      32,152

      Deferred income taxes

      (5,400)


      (7,981)



      (10,028)

      Others, net

      181


      5,322



      6,471

      Change in operating assets and liabilities:







      Increase in accounts receivable

      (50,414)


      (46,314)



      (36,171)

      Increase in other assets

      (25,932)


      (10,461)



      (20,525)

      Increase/(Decrease) in accounts payable

      (2,631)


      6,800



      (4,380)

      Increase/(Decrease) in accrued expenses and other current liabilities

      (2,560)


      27,517



      38,478

      Increase in income taxes payable

      6,447


      10,345



      1,775

      Increase/(Decrease) in other liabilities

      3,161


      (6,301)



      40,556

      Net cash provided by operating activities

      $

      163,098


      $

      266,612


      $

      310,660

      Investing activities







      Purchase of property, plant and equipment

      (55,171)


      (35,776)



      (83,337)

      Proceeds from sale of property, plant and equipment

      1,239


      916



      500

      Investment in affiliates

      (2,324)


      -



      (205)

      Purchase of short term investments

      (107,324)


      (129,458)



      -

      Proceeds from sale of short term investments

      162,940


      206,443



      -

      Short term deposits placed

      (6,530)


      -



      (43,978)

      Redemption of short term deposits

      16,325


      -



      25,638

      Payment for business acquisitions, net of cash acquired

      (42,575)


      (577,233)



      (56,488)

      Net cash used for investing activities

      $

      (33,420)


      $

      (535,108)


      $

      (157,870)








      Financing activities







      Repayment of capital lease obligations

      (4,861)


      (2,821)



      (2,279)

      Proceeds from long-term debt

      -


      120,000



      675,000

      Repayment of long-term debt

      (45,000)


      (40,000)



      (106,688)

      Proceeds from Short-term borrowings

      -


      260,000



      80,000

      Repayment of Short-term borrowings

      (165)


      (8,000)



      (253,004)

      Proceeds from issuance of  common shares under stock based compensation plans

      24,826


      12,840



      26,227

      Payment for net settlement of stock based awards

      -


      -



      (2,103)

      Dividend paid

      -


      -



      (501,620)

      Direct cost incurred in relation to Debt

      -


      (9,115)



      (15,266)

      Distribution to noncontrolling interest

      (7,065)


      (6,805)



      (5,760)

      Net cash provided by (used for) financing activities

      $

      (32,265)


      $

      326,099


      $

      (105,493)








      Effect of exchange rate changes

      17,887


      (53,617)



      3,911

      Net increase  in cash and cash equivalents

      97,413


      57,603



      47,297

      Cash and cash equivalents at the beginning of  the period

      288,734


      404,034



      408,020

      Cash and cash equivalents at the end of the period

      $

      404,034


      $

      408,020



      459,228

      Supplementary information







      Cash paid during the period for interest

      $

      1,617


      $

      5,026



      14,061

      Cash paid during the period for income taxes

      $

      40,466


      $

      65,688



      91,825

      Property, plant and equipment acquired under capital lease obligation

      $

      1,968


      $

      1,787



      2,699

      GENPACT LIMITED AND ITS SUBSIDIARIES

      Consolidated Statements of Income

      (Unaudited)



       Three months ended


      March 31,

      2012


      June 30, 2012


      September 30, 2012


      December 31, 2012


      (dollars in millions)

      Statement of income data:








      Total net revenues

      $435.5


      $467.6


      $491.2


      $507.7

      Cost of revenue

      265.5


      285.2


      297.3


      309.8

      Gross profit

      170.0


      182.4


      193.9


      197.9

      Income from operations

      60.4


      63.2


      70.0


      70.8

      Income before Equity method investment activity, net and income tax expense

      56.6


      84.4


      41.8


      80.1

      Net income attributable to Genpact Limited common shareholders

      $38.5


      $61.1


      $25.2


      $53.4


      Three months ended



      March 31, 2011


      June 30, 2011


      September 30, 2011


      December 31, 2011



      (dollars in millions)


      Statement of income data:













      Total net revenues

      $

      330.6


      $

      397.6


      $

      429.6


      $

      442.7


      Cost of revenue

      214.5


      254.0


      268.3


      268.1


      Gross profit


      116.1



      143.6



      161.3



      174.6


      Income from operations

      46.5


      51.1


      56.7


      61.9


      Income before equity-method investment activity, net and income tax expense


      51.2



      55.2



      68.6



      87.0


      Net income attributable to Genpact Limited shareholders

      $

      36.1


      $

      39.0


      $

      48.0


      $

      61.1


      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 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 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 historically used financial statements that did not include significant acquisition related expenses and amortization of acquired intangibles on such acquisitions, 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.

      As a result of frequent acquisitions of varying scale and size, it is difficult to predict the expenses related to acquisitions and amortization of the acquired intangibles on acquisitions. Therefore, with effect from July 1, 2012, for its internal management reporting and budgeting purposes, management considers using financial statements that do not include expenses related to all acquisitions and amortization of acquired intangibles on acquisitions 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.

      Besides this, for its internal management reporting and budgeting purposes, management uses financial statements that do not include stock-based compensation expense, amortization of acquired intangibles at formation in 2004, expenses related to change of shareholding and capital restructuring, net of recovery from the selling shareholders, affiliates of General Atlantic LLC and Oak Hill Capital Management LLC, or GA/OH (excluding expenses related to the new credit facility) and withholding taxes relating to remittance of funds between subsidiaries to partly fund the payment of the special cash dividend in respect of capital restructuring, 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 ASC 718 "Compensation-Stock Compensation", 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 and those of other companies. In addition, Genpact's management believes that providing non-GAAP financial measures that exclude amortization of acquired intangibles, expenses related to all acquisitions and amortization of acquired intangibles on acquisitions, expenses related to change of shareholding and capital restructuring, net of recovery from GA/OH (excluding expenses related to the new credit facility) and withholding taxes relating to remittance of funds between subsidiaries to partly fund the payment of the special cash dividend in respect of capital restructuring, 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 future stock-based compensation expense under ASC 718, the amortization of intangibles associated with further acquisitions, acquisition related expenses, expenses related to change of shareholding and capital restructuring, net of recovery from GA/OH (excluding expenses related to new credit facility), and withholding taxes relating to remittance of funds between subsidiaries to partly fund the payment of the special cash dividend in respect of capital restructuring, 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.

      A limitation of using non-GAAP adjusted income from operations and adjusted net income versus income from operations and net income attributable to shareholders of Genpact Limited 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 for the foreseeable future to be a significant recurring expense in Genpact's business. 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.

      The following tables show the reconciliation of these adjusted financial measures from GAAP for the three months and year ended December 31, 2011 and 2012:

      Reconciliation of Adjusted Income from Operations

      (Unaudited)

      (In thousands)



      Year ended December 31,


      Quarter ended December 31,


      2011


      2012


      2011


      2012

      Income from operations as per GAAP

      $

      216,244


      $

      264,345


      $

      61,928


      $

      70,795

      Add: Amortization of acquired intangible assets resulting from Formation Accounting

      9,354


      6,845


      2,079


      1,592

      Add: Amortization of acquired intangible assets relating to acquisitions

      7,865


      10,739


      2,949


      2,791

      Add: Stock based compensation

      27,767


      32,152


      10,055


      9,296

      Add: Acquisition related expenses

      5,619


      298


      -


      -

      Add: Other income (expense)

      4,793


      1,615


      1,781


      7,348

      Add: Consultancy, legal and banker fees relating to capital restructuring (excluding expenses related to the new credit facility), as recorded under selling, general and administrative expenses

      -


      3,237


      -


      39

      Add: Consultancy, legal and banker fees relating to change of shareholding (excluding expenses related to the new credit facility), as recorded under other income (expense)

      -


      17,227


      -


      10,620

      Less: Recovery from selling shareholder of consultancy, legal and banker fees relating to change of shareholding (excluding expenses related to the new credit facility), as recorded under other income (expense)

      -


      (17,000)


      -


      (17,000)

      Less: Equity-method investment activity, net

      (344)


      17


      (38)



      (7)

      Less: Net income attributable to noncontrolling interest

      (6,782)


      (6,374)


      (1,611)


      (1,523)

      Adjusted income from operations

      $

      264,516


      $

      313,101


      $

      77,143


      $

      83,951

      Reconciliation of Adjusted Net Income

      (Unaudited)

      (In thousands, except per share data)



      Year ended December 31,


      Quarter ended December 31,


      2011


      2012


      2011


      2012

      Net income as per GAAP

      $

      184,294


      $

      178,216


      $

      61,120


      $

      53,401

      Add: Amortization of acquired intangible assets resulting from Formation Accounting

      9,354


      6,845


      2,079


      1,592

      Add: Amortization of acquired intangible assets relating to acquisitions

      7,865


      10,739


      2,949


      2,791

      Add: Stock based compensation

      27,767


      32,152


      10,055


      9,296

      Add: Acquisition related expenses

      5,619


      298


      -


      -

      Add: Consultancy, legal and banker fees relating to capital restructuring (excluding expenses related to the new credit facility), as recorded under selling, general and administrative expenses

      -


      3,237


      -


      39

      Add: Consultancy, legal and banker fees relating to change of shareholding (excluding expenses related to the new credit facility), as recorded under other income (expense)

      -


      17,227


      -


      10,620

      Less: Recovery from selling shareholder of consultancy, legal and banker fees relating to change of shareholding (excluding expenses related to the new credit facility), as recorded under other income (expense)

      -


      (17,000)


      -


      (17,000)

      Add: Withholding taxes relating to remittance of funds between subsidiaries to partly fund the payment of  special cash dividend in respect of capital restructuring

      -


      2,300


      -


      -

      Less: Tax impact on amortization of acquired intangibles resulting from Formation Accounting

      (2,250)


      (1,564)


      (412)


      (374)

      Less: Tax impact on amortization of acquired intangibles resulting from acquisitions

      (2,674)


      (3,650)


      (1,004)


      (971)

      Less: Tax impact on stock based compensation

      (7,800)


      (8,032)


      (2,743)


      (1,028)

      Less: Tax impact on acquisition related expenses

      (1,435)


      (75)


      (41)


      -

      Less: Tax impact on consultancy and legal fees relating to capital restructuring (excluding expenses related to the new credit facility)

      -


      (194)


      -


      (12)

      Adjusted net income

      $

      220,740


      $

      220,499


      $

      72,003


      $

      58,354

      Adjusted diluted earnings per share

      $

      0.98


      $

      0.96


      $

      0.32


      $

      0.25

      SOURCE Genpact Limited

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