Genpact
Annual Report 2018

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K☒☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year endedDecember 31, 2018.☐☐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: 001-33626GENPACT LIMITED(Exact name of registrant as specified in its charter) Bermuda98-0533350(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) Canon’s Court22 Victoria StreetHamilton HM 12Bermuda(441) 295-2244(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Exchange on Which RegisteredCommon shares, par value $0.01 per share New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒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 shorterperiod 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Annual Report on Form 10-K or any amendment to this Annual Report on Form 10-K. ☒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 the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐ 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 standardsprovided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒As of June 30, 2018, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was $4,301,213,430, based on the closing price of the registrant’s commonshares, par value of $0.01 per share, reported on the New York Stock Exchange on such date of $28.93 per share. Directors, executive officers and significant shareholders of Genpact Limited are considered affiliatesfor purposes of this calculation, but should not necessarily be deemed affiliates for any other purpose.As of February 20, 2019, there were 189,456,783 common shares of the registrant outstanding.Documents incorporated by reference:The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2018. Portions of the proxy statement areincorporated herein by reference to the following parts of this Annual Report on Form 10-K:Part III, Item 10, Directors, Executive Officers and Corporate Governance;Part III, Item 11, Executive Compensation;Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters;Part III, Item 13, Certain Relationships and Related Transactions, and Director Independence; andPart III, Item 14, Principal Accounting Fees and Services.  TABLE OF CONTENTS PageNo.PART I Item No. 1. Business 4 1A. Risk Factors 16 1B. Unresolved Staff Comments 38 2. Properties 38 3. Legal Proceedings 38 4. Mine Safety Disclosures 38PART II 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39 6. Selected Financial Data 40 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 7A. Quantitative and Qualitative Disclosures About Market Risk 70 8. Financial Statements and Supplementary Data 71 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 72 9A. Controls and Procedures 72 9B. Other Information 73PART III 10. Directors, Executive Officers and Corporate Governance 73 11. Executive Compensation 73 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 73 13. Certain Relationships and Related Transactions, and Director Independence 73 14. Principal Accounting Fees and Services 74PART IV 15. Exhibits and Financial Statement Schedules 74 16. Form 10-K Summary 77 CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm F-2Consolidated Balance Sheets F-5Consolidated Statements of Income F-6Consolidated Statements of Comprehensive Income (Loss) F-7Consolidated Statements of Equity and Redeemable Non-controlling Interest F-8Consolidated Statements of Cash Flows F-11Notes to the Consolidated Financial Statements F-12 SIGNATURES 78 1 Special Note Regarding Forward-Looking StatementsWe have made statements in this Annual Report on Form 10-K (the “Annual Report”) in, among other sections, Item 1—“Business,” Item 1A—“Risk Factors,” and Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are forward-lookingstatements. In some cases, you can identify these statements by forward-looking terms such as “expect,” “anticipate,” “intend,” “plan,” “believe,”“seek,” “estimate,” “could,” “may,” “shall,” “will,” “would” and variations of such words and similar expressions, or the negative of such words orsimilar expressions. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projectionsof our future financial performance, which in some cases may be based on our growth strategies and anticipated trends in our business. Thesestatements are only predictions based on our current expectations and projections about future events. There are important factors that could causeour actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-lookingstatements. In particular, you should consider the numerous risks outlined under Item 1A—“Risk Factors” in this Annual Report. These forward-looking statements include, but are not limited to, statements relating to: •our ability to retain existing clients and contracts; •our ability to win new clients and engagements; •the expected value of the statements of work under our master service agreements; •our beliefs about future trends in our market; •political, economic or business conditions in countries where we have operations or where our clients operate, including the uncertaintyrelated to the pending withdrawal of the United Kingdom from the European Union, commonly known as Brexit, and heightenedeconomic and political uncertainty within and among other European Union member states; •expected spending on business process outsourcing and information technology services by clients; •foreign currency exchange rates; •our ability to convert bookings to revenue; •our rate of employee attrition; •our effective tax rate; and •competition in our industry.Factors that may cause actual results to differ from expected results include, among others: •our ability to develop and successfully execute our business strategies; •our ability to grow our business and effectively manage growth and international operations while maintaining effective internalcontrols; •our dependence on favorable policies and tax laws that may be changed or amended in a manner adverse to us or be unavailable to us inthe future, including as a result of recently adopted tax legislation in the United States, and our ability to effectively execute our taxplanning strategies;• our ability to comply with data protection laws and regulations and to maintain the security and confidentiality of personal and othersensitive data of our clients, employees or others; •our dependence on revenues derived from clients in the United States and Europe and clients that operate in certain industries, such asthe financial services industry; •our ability to successfully consummate or integrate strategic acquisitions; •our ability to maintain pricing and asset utilization rates;2 •our ability to hire and retain enough qualified employees to support our operations; •increases in wages in locations in which we have operations; •our relative dependence on the General Electric Company (GE) and our ability to maintain our relationships with divested GE businesses; •financing terms, including, but not limited to, changes in the London Interbank Offered rate, or LIBOR, including the pending globalphase-out of LIBOR, and changes to our credit ratings; •our ability to meet our corporate funding needs, pay dividends and service debt, including our ability to comply with the restrictions thatapply to our indebtedness that may limit our business activities and investment opportunities; •restrictions on visas for our employees traveling to North America and Europe; •fluctuations in currency exchange rates between the currencies in which we transact business, primarily the U.S. dollar, Australiandollar, Chinese renminbi, Euro, Indian rupee, Japanese yen, Mexican peso, Philippine peso, Polish zloty, Romanian leu and U.K. poundsterling; •our ability to retain senior management; •the selling cycle for our client relationships; •our ability to attract and retain clients and our ability to develop and maintain client relationships on attractive terms; •legislation in the United States or elsewhere that adversely affects the performance of business process outsourcing and informationtechnology services offshore; •increasing competition in our industry; •telecommunications or technology disruptions or breaches, or natural or other disasters; •our ability to protect our intellectual property and the intellectual property of others; •deterioration in the global economic environment and its impact on our clients, including the bankruptcy of our clients; •regulatory, legislative and judicial developments, including the withdrawal of governmental fiscal incentives; •the international nature of our business; •technological innovation; •our ability to derive revenues from new service offerings; and •unionization of any of our employees.Although we believe the expectations reflected in the forward-looking statements are reasonable at the time they are made, we cannotguarantee future results, level of activity, performance or achievements. Achievement of future results is subject to risks, uncertainties, and potentiallyinaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actualresults could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. We undertake no obligation to update any of these forward-looking statements after the date of this filing to conform our priorstatements to actual results or revised expectations. You are advised, however, to consult any further disclosures we make on related subjects in ourForms 10-Q and Form 8-K reports to the SEC.In this Annual Report on Form 10-K, we use the terms “Genpact,” “Company,” “we” and “us” to refer to Genpact Limited and its subsidiaries.Our registered office is located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.3 PART IItem 1. BusinessAbout GenpactGenpact is a global professional services firm that makes business transformation real. We drive digital-led innovation and run digitally-enabled intelligent operations for our clients, guided by our experience running thousands of processes for hundreds of Fortune Global 500clients. We have more than 87,000 employees serving clients in key industry verticals from more than 25 countries. Our 2018 total net revenues were$3.0 billion.In 2018, we continued to implement a strategy focused on differentiated, domain-led solutions, growing our expertise in strategicindustries and geographic markets, and expanding our client relationships. We made acquisitions in 2018 to increase our domain expertise in ourareas of focus, and we invested in our people and our solutions – in particular our digital capabilities –in an effort to drive more agile businessmodels for our clients and help them to stay ahead of the disruptive challenges they are facing.Our ApproachWe use our Smart Enterprise ProcessesSM (SEP) —a patented and highly granular approach to dramatically improving theperformance of business processes – to help our clients make their business processes more efficient and effective. SEPs, and their more recentevolution, Digital SEPs, combine Lean Six Sigma methodologies – which reduce waste and inefficiency and improve process quality – with design-thinking principles and our deep expertise in how businesses run. Our SEPs test the effectiveness of client processes using best-in-class benchmarkswe have developed by mapping and analyzing hundreds of millions of client transactions across thousands of end-to-end business processes. In thisway, we identify opportunities for improving client processes and technologies, and we apply our deep process knowledge and process-centrictechnology to transform them. Our Digital SEPs build on our SEP framework by adding domain-specific digital products and solutions that draw onour expertise in mobility, cloud, workflow, advanced visualization, robotics, and machine learning.Genpact Cora integrates our proprietary automation, analytics, and AI technologies into a unified platform. It draws insights from ourdeep domain and operations expertise in our target industries and service lines, and is focused on improving the customer experience. Our teams useGenpact Cora to embed the latest technologies along with our deep domain knowledge into our solutions to accelerate our clients’ digitaltransformations.Domain-led digital transformationOur clients are operate in increasingly complex business environments, driven by an explosion in technology opportunities, new anddisruptive competitors, and shifting market dynamics. Companies need to reimagine their business models and adapt to rapid change.These organizations seek partners that can both improve productivity and manage cost while creating competitive advantages andrealizing top-line benefits, such as expanded market share, seamless customer experiences, increased revenue, and minimized risk and loss. Webelieve our approach to business transformation, enabled through combining our deep industry and process expertise with our advanced skills indigital, differentiates us from our competitors.Our Lean DigitalSM Innovation Centers help clients learn about new digital solutions that can address their business needs. We usethese innovation centers to bring together clients, partners, and other industry leaders for brainstorming and hackathon-style workshops. As part ofthis process, we apply design thinking to make the most of human capabilities, domain expertise, and innovative technology,4 and create solutions that quickly and aptly meet client objectives. The results can include quick-turnaround prototypes that clients can install and testin their own environments.We enable domain-led digital transformation for our clients primarily in two ways: designing and running Intelligent OperationsSMand providing digital-led Transformation Services.Intelligent OperationsOur Intelligent Operations embed digital and advanced analytics into our business process outsourcing solutions to automate andtransform our clients’ operations. This allows enterprises to be more flexible and helps them focus on what they need to do to better compete in theirindustries.Transformation ServicesOur transformation services include our digital products, services and solutions, consulting services, and analytics offerings.Digital: Through our portfolio of digital products, we help our clients harness the power of digital. Our Genpact Cora platform helps usdesign and implement our digital solutions, making use of advanced technologies, including robotic process automation, AI and dataengineering.Consulting: Our consulting practice, which includes digital experts, helps clients: •Get a complete picture of how they run their operations across their organization in our areas of focus; •Measure how their operating processes compare to industry best practices; •Create custom roadmaps to help them meet their business goals; and •Train client teams to execute on our recommendations.Analytics: We use advanced analytics and data engineering to help our clients make timely, informed and fact-based decisions. We offeranalytics services and solutions in areas where we have domain expertise, both on a standalone basis and embedded in our other serviceofferings. We use quantitative and qualitative methods to analyze a client’s data to help them assess new business opportunities, managerisk, and make better business decisions. Our Lean Digital Innovation Centers in Bangalore and Delhi, India, Boston and Palo Alto,United States, and Netyana, Israel bring together our clients, partners, and other industry experts to design and develop new ideas.Our service offeringsFor clients across our chosen industry verticals, we offer the following professional services: •Finance and accounting services; •Core industry operations specific to our chosen industry verticals; •Sourcing, procurement and supply chain services; and •IT services.Finance and accountingWe believe we are one of the world’s premier providers of financial and accounting services. Our services in this area include: •Accounts payable: document management, invoice processing, approval and resolution management, and travel and expenseprocessing; •Invoice-to-cash: customer master data management, credit and contract management, fulfillment, billing, collections, and disputemanagement services; •Record to report: accounting, treasury, tax services, product cost accounting, and closing and reporting, including SEC and regulatoryreporting; •Enterprise performance management: budgeting, forecasting, and business performance reporting; and5 •Enterprise risk and compliance: operational risk and controls across a wide range of regulatory environments.Core industry operationsWe help our clients design, transform and run core enterprise operations specific to their industries. On the foundation of domainexpertise embedded in our SEP frameworks, we use our Lean Digital approach to leverage digital technologies and specialized analytics to powerIntelligent Operations. We support our clients’ core operations in all of our chosen industry verticals. Sourcing, procurement and supply chain servicesWe offer direct and indirect strategic sourcing, category management, spend analytics, procurement operations, master datamanagement, and other procurement and supply chain advisory services.We use our expertise in this area to help clients transform and run sourcing strategies across expense categories, drive processcompliance and realize significant cost reduction in their businesses. Using our Lean Digital approach and best-in-class SEPs, we help clientsimprove productivity and their customers’ experiences by: •Improving sourcing and procurement processes; •Optimizing inventory management and the overall supply chain; •Automating processes, such as order management; •Integrating separate technology systems and analyzing disparate data sources; and •Providing a single dashboard to see metrics in one place.IT servicesOur IT services include end-user computing support, infrastructure management, application production support, and databasemanagement. We provide support in more than 25 languages.Monitoring and management: We help our clients monitor and manage their data centers, servers, storage, emails, networks,databases, applications, and end-user devices.Infrastructure management: We offer cloud infrastructure services, IT service integration and management and cybersecurityservices.Business intelligence and data warehousing: We leverage our deep domain and process expertise to help clients with businessintelligence and big data, enterprise resource planning, quality assurance, technology integration, and business intelligence reporting.We also have significant expertise in Hyperion, SAS and Cognos, and platform support for ERP systems such as Oracle, SAP, andMicrosoft.Industries we serveWe work with clients across our chosen industry verticals, which are areas in which we believe we have deep industry acumen. Inaddition to our professional services, such as finance and accounting, that are available to clients across our verticals, we offer core industry-specificservices to clients in select verticals.Banking and financial servicesOur clients in this vertical include retail, investment and commercial banks, mortgage lenders, equipment and lease financing providersand other financial services companies. Our services for these clients include application processing, collections and customer services, equipmentand auto loan servicing, mortgage origination and servicing, risk management and compliance services, reporting and monitoring services, andwealth management operations support.6 Capital marketsOur clients in this vertical include investment banks, wealth and asset management firms, broker/dealers, exchanges, clearing andsettlement organizations and other financial enterprises. Our services for these clients include end-to-end information technology services,application development and maintenance, managed services, risk management and compliance services, and consulting.InsuranceOur services for clients in the insurance industry – such as property and casualty insurers, life and annuities insurers, reinsuranceproviders and insurance brokerage firms – include underwriting, claims management, risk and catastrophe modelling, and customer segmentationand loyalty.Consumer goods and retailOur clients in this vertical include companies in the food and beverage, household goods, apparel, personal goods and consumer healthindustries as well as grocery chains and other retailers. The services we provide to these clients include supply chain management, ordermanagement, trade promotion optimization, and supplier risk management.Life sciences and healthcareOur clients in this vertical include pharmaceutical, medical technology and biotechnology companies as well as healthcare payers (healthinsurers) and providers and pharmacy benefit managers. Our services for life sciences clients include regulatory affairs services, such as lifecyclemanagement, regulatory operations, Chemistry Manufacturing Controls compliance, safety and pharmacovigilance, and regulatory informationmanagement. Our services for healthcare clients include managing the end-to-end lifecycle of a claim, from claims processing and adjudication toclaims recovery and payment integrity.Infrastructure, manufacturing and servicesOur clients in this vertical include companies in the automotive, chemicals, energy, hospitality, manufacturing, media and entertainment,and transportation and logistics sectors. Our solutions for these clients include industry-specific solutions for the Internet of Things (IIoT),aftermarket services support, industrial asset optimization, engineering services covering the complete product lifecycle from concept to release andsustaining engineering, supply chain management, direct procurement and logistics services.High TechOur clients in this vertical include companies in the electronics, software and technology sectors. The services we provide to these clientsinclude industry-specific solutions for the IIoT, order and supply chain management, and risk management.Our clientsWe serve more than 700 clients across many industries and geographies. Our clients include some of the biggest brands in the world,many of which are leaders in their industries.GEGE has been our largest client since our inception and accounted for $268.2 million, or approximately 8.9%, of our total net revenues in2018. We serve most of GE’s business units, including GE Aviation, Baker Hughes GE, GE Corporate, GE Current, GE Digital, GE Healthcare, GEIndustrial Finance, GE Power, GE Renewables and GE Transportation.We provide broad services to GE across all of our service offerings. Commitments with respect to services we may perform for GE are setforth in statements of work, or SOWs, purchase orders and business services agreements, or BSAs, that we may enter into with individual GEbusiness units from7 time to time. These SOWs, purchase orders and BSAs cover in more detail the type of work to be performed and the associated amounts to be billed. Ingeneral, each GE business unit decides whether to enter into a SOW, purchase order or BSA with us and on what terms it will do so. Therefore,although some decisions may be made centrally at GE, our revenues from GE come from many different businesses, each with its own leader whomakes decisions about our services.Global clientsWe serve about one fourth of the Fortune Global 500, including clients such as Aon, Bayer, Boeing, Citigroup, Hyatt, McKesson, PayPal,Walgreens Boots Alliance and Walmart.Our net revenues from Global Clients, which include all clients other than GE, have grown from $1.6 billion in 2013 to $2.7 billion in2018, representing a compound annual growth rate of 11%. Our net revenues from Global Clients as a percentage of total net revenues increased fromapproximately 77% in 2013 to approximately 91% in 2018. See Item 7—“Management’s Discussion and Analysis of Financial Condition and Resultsof Operations—Classification of Certain Net Revenues.”Our contracts with clients often take the form of a master services agreement, or MSA, which is a framework agreement that we thensupplement with SOWs, and we also frequently enter into software-as-a-service and consulting agreements with our clients depending on the scopeof the services to be performed. Our MSAs specify the general terms that apply to the services we will provide. For more about our contractingframeworks, see Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Net Revenues.”Our peopleOur people are critical to the success of our business. We have created, and constantly reinforce, a culture that emphasizes collaboration,innovation, process improvement, and dedication to our clients. We seek to attract, retain and develop employees who exhibit our core values –curiosity, incisiveness and courage – and who uphold our dedication to integrity consistent with our Code of Ethical Business Conduct. We arecommitted to the career development of our employees, and our increasingly mobile, agile and inclusive learning infrastructure supports focused andmeaningful technical, functional, industry-specific, managerial, and leadership skill development for our employees based on their roles and levels.Our performance management approach supports our career philosophy by encouraging employees to reflect on their performance, set challenginggoals, identify their development needs and find relevant learning and training opportunities.As of December 31, 2018, we had approximately 87,000 employees working in more than 25 countries.Partnerships and alliancesWe have entered into and continue to pursue alliances with companies whose solutions complement ours. Together, we work to enhanceour existing solutions or create new solutions to meet market needs.Our alliances generally fall into one of the following categories: •Joint ventures •Strategic, go-to-market alliances •Deal-specific relationships to jointly solve a specific issue for a client •Digital and other “white label” embedded technology-based relationshipsWe have three primary types of partners: consulting partners, digital partners, and solution partners. Our digital and solutionpartnerships aim to nurture relationships with established and emerging players and start-ups. These potential partners specialize in leading-edgedisruptive digital technologies and solutions that we can embed into our offerings or proactively bring to market.8 Corporate social responsibilityGenpact’s approach to corporate social responsibility focuses on three pillars that reflect our strengths, core expertise, and causes that ouremployees care about: •Education and employability •Gender diversity and inclusion •SustainabilityWe foster a culture of giving and volunteering through several global platforms, projects, and social initiatives. Our more than 31,000employee volunteers have, among other things, helped underprivileged children get better access to education, assisted unemployed women indeveloping job skills and finding jobs, and worked on projects to help improve infrastructure and education in the communities in which we workand live. Additionally, more than 10,000 of our employees participate in our payroll-based charitable donation programs.Sales and marketingWe market our services to both existing and potential clients through our business development team and our global relationshipmanagers. Members of this team are based around the globe, including in the United States, Europe, Australia and Asia, and dedicate their time toexpanding the services we provide to our existing clients as well as acquiring new clients.We have designated client partners and global relationship managers for each of our strategic relationships. The relationship manager issupported by digital and analytics, process improvement, quality, transition, finance, human resources, information technology andindustry/product subject matter expert teams to ensure the best possible solution is provided to our clients. We constantly measure our clientsatisfaction levels to ensure that we maintain high service levels for each client, using measures such as the Net Promoter Score. Our sales force isprimarily organized by industry vertical teams that are supported by horizontal service offerings.The length of our selling cycle varies depending on the type of engagement. The sales cycle for project work is typically much shorter thanthe sales cycle for a large business process engagement. Our efforts may begin in response to our lead generation program, a perceived opportunity, areference by an existing client, a request for proposal or otherwise. In addition to our business development personnel, the sales effort involves peoplefrom the relevant service areas, people familiar with that prospective client’s industry and business leaders. We may expend substantial time andresources in securing new business. See Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Net Revenues.”As our relationship with a client grows, the time required to win an engagement for additional services often gradually declines. Inaddition, as we become more knowledgeable about a client’s business and processes, our ability to identify opportunities to create value for the clienttypically increases. For example, productivity benefits and greater business impact can often be achieved by applying our Lean DigitalSM approachand SEPSM methodology, by focusing on processes that are “upstream” or “downstream” from the processes we initially handle, or by applying ouranalytical, consulting and digital capabilities to transform processes.We also strive to foster relationships between our senior leadership team and our clients’ senior management. These “C-level”relationships ensure that both parties are focused on establishing priorities, aligning objectives and driving client value from the top down. High-level executive relationships have been particularly constructive as a means of increasing business from our existing clients. It also provides us with aforum for addressing client concerns. Our governance methodology is designed to ensure that we are well connected at all levels of our clients’organizations (executive, management and operations).Significant new business opportunities are reviewed by business and sales leaders from the applicable industry vertical, operationspersonnel, and members of our finance department. If they9 determine that the new business is aligned with our strategic objectives and a good use of our resources, then our business development team isauthorized to pursue the opportunity.Global deliveryWe serve our clients using our global network of 88 delivery centers in 17 countries. We have delivery centers in Australia, Brazil, China,Guatemala, India, Israel, Japan, Latvia, Malaysia, Mexico, the Netherlands, the Philippines, Poland, Romania, Slovakia, the United Kingdom, andthe United States. We also have many employees who work with our clients either onsite or virtually, which offers flexibility for both clients andemployees. With this global network, we are able to manage complex processes around the world. We use different locations for different types ofservices depending on client needs and the mix of skills and cost of employees at each location.Our presence around the world gives us: •multilingual capabilities; •access to a larger talent pool; and •“near-shoring” capabilities to take advantage of time zones.We also regularly look for new places to open delivery centers and offices, both in new countries or new cities in countries where wealready have a presence. Before we choose a new location, we consider several factors, such as the talent pool, infrastructure, government support,operating costs, and client demand.Service delivery modelWe seek to be a seamless extension of our clients’ operations. To that end, we developed the Genpact Virtual CaptiveSM servicedelivery model, in which we create a virtual extension of our clients’ teams and environments. Our clients get dedicated employees and management,as well as dedicated infrastructure at our delivery centers. We also train our teams in our clients’ cultures, processes, and business environments.Intellectual PropertyThe solutions we offer our clients often include a range of proprietary methodologies, software, and reusable knowledge capital. We alsodevelop intellectual property in the course of our business and our agreements with our clients regulate the ownership of such intellectual property.We seek to protect our intellectual property through various means, including by agreement and applications for patents, trademarks, service marks,copyrights and domain names. Some of our intellectual property rights are trade secrets and relate to proprietary business process enhancements.We often use third-party and client software platforms and systems to provide our services. Our agreements with our clients normallyinclude a license to use the client’s proprietary systems to provide our services. Clients authorize us to access and use third party software licensesheld by the client so that we may provide our services.It is our practice to enter into agreements with our employees and independent contractors that: •ensure that all new intellectual property developed by our employees or independent contractors in the course of their employment orengagement is assigned to us; •provide for employees’ and independent contractors’ cooperation in intellectual property protection matters even if they no longer workfor us; and •include a confidentiality undertaking by our employees and independent contractors.10 CompetitionWe operate in a highly competitive and rapidly evolving global market. We have a number of competitors offering services that are thesame as or similar to ours. Our competitors include: •large multinational service providers and accounting firms that provide consulting and other professional services; •companies that are primarily business process service providers operating from low-cost countries, most commonly India; •companies that are primarily information technology service providers with some business process service capabilities; •smaller, niche service providers that provide services in a specific geographic market, industry or service area, including digital; and •in-house departments of companies that use their own resources rather than engage an outside firm for the types of services andsolutions we provide.Our revenues are derived primarily from Fortune Global 500 and Fortune 1000 companies. We believe that the principal competitivefactors in our industry include: •skills and capabilities; •technical and industry expertise; •innovative service and product offerings, including digital offerings; •ability to add value, including through continuous process improvement; •reputation and client references; •contractual terms, including competitive pricing; •scope of services; •quality of services and solutions; •ability to sustain long-term client relationships; and •global reach and scale.Our clients typically retain us on a non-exclusive basis.RegulationWe are subject to regulation in many jurisdictions around the world as a result of the complexity of our operations and services,particularly in the countries where we have operations and where we deliver services. We are also subject to regulation by regional bodies such as theEuropean Union, or EU.In addition, the terms of our service contracts typically require that we comply with applicable laws and regulations. In some of ourservice contracts, we are contractually required to comply even if such laws and regulations apply to our clients, but not to us, and sometimes ourclients require us to take specific steps intended to make it easier for them to comply with applicable requirements. In some of our service contracts,our clients undertake the responsibility to inform us about laws and regulations that may apply to us in jurisdictions in which they are located.If we fail to comply with any applicable laws and regulations, we may be restricted in our ability to provide services, and may also be thesubject of civil or criminal actions involving penalties, any of which could have a material adverse effect on our operations. Our clients generally havethe right to terminate our contracts for cause in the event of regulatory failures, subject to notice periods. See Item 1A—“Risk Factors—Risks Relatedto our Business—Our global operations expose us to numerous and sometimes11 conflicting legal and regulatory requirements, and violations of these laws and regulations could harm our business.” If we fail to comply withcontractual commitments to facilitate our clients’ compliance, we may be liable for contractual damages, and clients in regulated industries may beless willing to use our services.We are affected by laws and regulations in the United States, the United Kingdom, the EU and its member states, and other countries inwhich we do business that are intended to limit the impact of outsourcing on employees in those jurisdictions, and occasional changes to laws andregulations in such jurisdictions may impose changes that further restrict or discourage offshore outsourcing or otherwise harm our business. SeeItem 1A—“Risk Factors—Risks Related to our Business—Future legislation or executive action in the United States and other jurisdictions couldsignificantly affect the ability or willingness of our clients and prospective clients to utilize our services.”Our collection, use, disclosure and retention of personal health-related and other information is subject to an array of privacy, datasecurity, and data breach notification laws and regulations that change frequently, are inconsistent across the jurisdictions in which we do business,and impose significant compliance costs. In the United States, personal information is subject to numerous federal and state laws and regulationsrelating to privacy, data security, and breach notification, including, for example, the Gramm-Leach-Bliley Act, Health Insurance Portability andAccountability Act, Federal Trade Commission Act, Family Educational Rights and Privacy Act, Communications Act, and ElectronicCommunications Privacy Act. As of 2018, all fifty U.S. states and the District of Columbia have implemented separate data security and breachnotification laws with which we must comply; in addition, some states have strengthened their existing laws. Some courts have become more willingto allow individuals to pursue claims in data breach cases, indicating that it may become easier for consumers to sue companies for data breaches.California’s new privacy law, which is expected to take effect in 2020, will impose additional obligations related to the collection and usage ofCalifornia residents’ data. Related laws and regulations govern our direct marketing activities and our use of personal information for directmarketing, including the Telemarketing and Consumer Fraud and Abuse Prevention Act, Telemarketing Sales Rule, Telephone Consumer ProtectionAct and rules promulgated by the Federal Communications Commission, and CAN-SPAM Act. In 2018, the Clarifying Lawful Overseas Use of Data,or CLOUD, Act established new required processes and procedures for handling U.S. law enforcement requests for data that we may store outside ofthe U.S. In the EU, a new, comprehensive General Data Protection Regulation, or the GDPR, went into effect in May 2018. The GDPR supersedes EUmember states’ national protection laws and imposes privacy and data security compliance obligations and increased penalties for noncompliance.In particular, the GDPR has introduced numerous privacy-related changes for companies operating in the EU, including greater control for datasubjects, increased data portability for EU consumers, data breach notification requirements and increased fines. GDPR enforcement has begun, andcompanies have faced fines for violations of certain provisions. Fines can reach as high as 4% of a company’s annual total revenue, potentiallyincluding the revenue of a company’s international affiliates. Additionally, foreign governments outside of the EU are also taking steps to fortify theirdata privacy laws and regulations. For example, some countries in Latin America and Asia are considering GDPR-like data protection laws, andCanada implemented a new mandatory breach reporting and recordkeeping regime in November 2018. Evolving laws and regulations in Indiaprotecting the use of personal information could also impact our engagements with clients, vendors and employees in India. As privacy laws andregulations around the world continue to evolve, these changes could adversely affect our business operations, websites and mobile applications thatare accessed by residents in the applicable countries. In the United States, we are either directly subject to, or contractually required to comply or facilitate our clients’ compliance with, lawsand regulations arising out of our work for clients operating there, especially in the area of banking, financial services and insurance, such as theFinancial Modernization Act (sometimes referred to as the Gramm-Leach-Bliley Act), the Fair Credit Reporting Act, the Fair and Accurate CreditTransactions Act, the Right to Financial Privacy Act, the Bank Secrecy Act, the USA PATRIOT Act, the Bank Service Company Act, the HomeOwners Loan Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, and regulation by U.S. agencies such as the SEC, the FederalReserve, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Commodity Futures Trading Commission, theFederal Financial Institutions Examination Council, the Office of the Comptroller of the Currency, and the Consumer Financial Protection Bureau.12 Because of our debt collections work in the United States, we are also regulated by laws such as the Truth in Lending Act, the Fair CreditBilling Act, the Fair Debt Collection Practices Act, the Telephone Consumer Protection Act and related regulations. We are currently licensed toengage in debt collection activities in all jurisdictions in the United States where licensing is required. U.S. banking and debt collection laws andtheir implementing regulations are occasionally amended, and these changes may impose new obligations on us or may change existingobligations. Because of our insurance processing activities in the United States, we are currently licensed as a third-party administrator in 41 statesand are regulated by the department of insurance in each such state. In two other states, we qualify for regulatory exemption from licensing based onthe insurance processing activities we provide.In the United States, we are subject to laws and regulations governing foreign trade, such as export control, customs and sanctionsregulations maintained by government bodies such as the Commerce Department’s Bureau of Industry and Security, the Treasury Department’s Officeof Foreign Assets Control, and the Homeland Security Department’s Bureau of Customs and Border Protection.Several of our service delivery centers, primarily located in India, China, the Philippines and Guatemala, benefit from tax incentives orconcessional rates provided by local laws and regulations. The Indian Special Economic Zones Act of 2005, or SEZ legislation, introduced a taxholiday in certain situations for operations established in designated “special economic zones,” or SEZs. The SEZ tax benefits are available only fornew business operations that are conducted at qualifying SEZ locations. We cannot predict what percentage of our operations or income in India orother jurisdictions in future years will be eligible for a tax holiday. See Item 7—“Management’s Discussion and Analysis of Financial Condition andResults of Operations—Overview—Income Taxes.” In addition to the tax holidays described above, certain benefits are also available to us undercertain Indian state laws. These benefits include rebates and waivers in relation to payments for the transfer or registration of property (including forthe purchase or lease of premises), waivers of conversion fees for land, exemption from state pollution control requirements, entry tax exemptions,labor law exemptions and commercial usage of electricity.Our hedging activities and currency transfer are restricted by regulations in certain countries, including India, Romania and China.Certain Bermuda Law ConsiderationsAs a Bermuda company, we are also subject to regulation in Bermuda. Among other things, we must comply with the provisions of theCompanies Act 1981 of Bermuda as amended, or the Companies Act, regulating the declaration and payment of dividends and the making ofdistributions from contributed surplus.We are classified as a non-resident of Bermuda for exchange control purposes by the Bermuda Monetary Authority. Pursuant to our non-resident status, we may engage in transactions in currencies other than Bermuda dollars. There are no restrictions on our ability to transfer funds inand out of Bermuda or to pay dividends to United States residents that are holders of our common shares.Under Bermuda law, “exempted” companies are companies formed for the purpose of conducting business outside Bermuda. As anexempted company, we may not, without a license granted by the Minister of Finance, participate in certain business transactions, includingtransactions involving Bermuda landholding rights and the carrying on of business of any kind, for which we are not licensed in Bermuda.Organizational structureWe conduct our business primarily through direct and indirect subsidiaries of our parent company, Genpact Limited, which is a Bermudaexempted limited company.Our business was initially conducted through various entities and divisions of GE. We began operating as an independent company in2004, when GE spun off our operations and sold indirect interests in us to our initial investors. In 2007, we completed our initial public offering. In2012, affiliates13 of Bain Capital Investors, LLC, or Bain Capital, acquired the majority of the remaining interests held by our initial investors. Following an offeringin February 2019, Bain Capital (through its affiliates) owned approximately 17% of our outstanding equity as of February 15, 2019.Available InformationWe file current and periodic reports, proxy statements, and other information with the SEC. The SEC maintains an Internet site thatcontains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, at www.sec.gov.We make available free of charge on our website, www.genpact.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, CurrentReports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, asamended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The contents of our website arenot incorporated by reference into this Annual Report.Executive OfficersThe following table sets forth information concerning our executive officers as of February 15, 2019:Name Age Position(s)N.V. Tyagarajan 57 President, Chief Executive Officer and DirectorEdward Fitzpatrick 52 Senior Vice President, Chief Financial OfficerPatrick Cogny 52 Senior Vice President, Infrastructure, Manufacturing & Services and High TechBalkrishan Kalra 49 Senior Vice President, Consumer Goods, Retail, Life Sciences and HealthcareAhmed Mazhari 49 Senior Vice President, Chief Growth OfficerPiyush Mehta 50 Senior Vice President, Chief Human Resources OfficerDarren Saumur 51 Senior Vice President, Global Operating OfficerHeather White 46 Senior Vice President, General Counsel and Corporate SecretaryN.V. Tyagarajan has served as our President and Chief Executive Officer since June 2011. From February 2009 to June 2011, he was ourChief Operating Officer. From February 2005 to February 2009, he was our Executive Vice President and Head of Sales, Marketing and BusinessDevelopment. From October 2002 to January 2005, he was Senior Vice President, Quality and Global Operations, for GE’s Commercial EquipmentFinance division. Between 1999 and 2002, he served as our Chief Executive Officer.Edward Fitzpatrick has served as our Chief Financial Officer since July 2014. Prior to joining Genpact, he spent 13 years at MotorolaSolutions Inc. and its predecessor company Motorola Inc., most recently serving as executive vice president and Chief Financial Officer. Prior toMotorola, he worked at General Instrument Corporation, which was acquired by Motorola Inc., and Price Waterhouse, LLP. Mr. Fitzpatrick alsocurrently serves as a director of CBOE, Inc.Patrick Cogny has served as our Senior Vice President of Infrastructure, Manufacturing and Services since September 2011 and has alsobeen responsible for our High Tech business since January 2017. From 2005 to August 2011, he was the Chief Executive Officer of Genpact Europe.Prior to this, he spent 15 years working for GE in the Healthcare business and in the GE Europe corporate headquarters, in France, the United Statesand Belgium.Balkrishan Kalra has served as our Senior Vice President, Consumer Goods, Retail and Life Sciences since 2008 and has also beenresponsible for our Healthcare business since 2016. Prior to this, he held various roles at Genpact since joining us in 1999.14 Ahmed Mazhari has served as our Senior Vice President and Chief Growth Officer since September 2016. In this role, he is currentlyresponsible for our global sales and marketing functions, partnerships and alliances, transitions, digital solutioning and robotic processautomation. From 2013 to 2016, he served as our Head of Global Sales and Client Relationships. Prior to this, he held various roles at Genpact,including European business leader and sales leader for Europe. Mr. Mazhari joined us in 1997.Piyush Mehta has served as our Senior Vice President, Chief Human Resources Officer since March 2005. He has worked for us since2001, initially as Vice President of Human Resources.Darren Saumur became our Senior Vice President, Global Operating Officer in April 2018. Prior to joining Genpact, he was an executivevice president responsible for the services business at Infor from 2014 to 2018. From 2005 to 2014, he worked at SAP where he ran SAP’s globalconsulting businesses. Mr. Saumur began his career at Ernst & Young, where he worked from 1991 to 2005.Heather White became our Senior Vice President, General Counsel and Corporate Secretary in April 2018. Ms. White has been withGenpact since 2005, and served most recently as our Senior Vice President and Deputy General Counsel. Prior to joining Genpact, she was acorporate attorney in the New York and London offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP. 15 Item 1A. Risk FactorsRisks Related to our BusinessOur success largely depends on our ability to achieve our business strategies, and our results of operations andfinancial condition may suffer if we are unable to continually develop and successfully execute our strategies.Our future growth, profitability and cash flows largely depend upon our ability to continually develop and successfully execute our businessstrategies. While we have confidence that our strategic plans reflect opportunities that are appropriate and achievable, the execution of our strategymay not result in long-term growth in revenue or profitability due to a number of factors, including incorrect assumptions, global or local economicconditions, competition, changes in the industries in which we operate, sub-optimal resource allocation or any of the other risks described in this“Risk Factors” section. In pursuit of our growth strategy, we may also invest significant time and resources into new product or service offerings, andthese offerings may fail to yield sufficient return to cover our investments in them. The failure to continually develop and execute optimally on ourbusiness strategies could have a material adverse effect on our business, financial condition and results of operations.Our results of operations could be adversely affected by economic and political conditions and the effects of theseconditions on our clients’ businesses and levels of business activity.Global macroeconomic conditions affect our clients’ businesses and the markets they serve. Volatile, negative or uncertain economicconditions in our significant markets have in the past undermined and could in the future undermine business confidence in our significant marketsor in other markets, which are increasingly interdependent, and cause our clients to reduce or defer their spending on new initiatives, or may result inclients reducing, delaying or eliminating spending under existing contracts with us, which would negatively affect our business. Growth in themarkets we serve could be at a slow rate, or could stagnate or contract, in each case, for an extended period of time. Differing economic conditionsand patterns of economic growth and contraction in the geographical regions in which we operate and the industries we serve have affected and mayin the future affect demand for our services.A material portion of our revenues and profitability is derived from our clients in North America and Europe. Weak demand in these marketscould have a material adverse effect on our results of operations. Additionally, major political events, including the United Kingdom’s plannedwithdrawal from the European Union scheduled to occur on March 29, 2019 (“Brexit”), create uncertainty for businesses that operate in thesemarkets. As the United Kingdom and EU continue to negotiate the terms of the United Kingdom’s withdrawal, there remains uncertainty on topicsthat are relevant to our operations in the United Kingdom, such as privacy regulations, trade agreements, immigration laws and employment laws.We face uncertainty in our operations as to the impact of Brexit on, among other things, the free movement of our employees between the UnitedKingdom and EU member states and the movement of data between the United Kingdom and EU member states. Furthermore, a significant portionof our revenues from clients in the United Kingdom is generated in British pounds. As a result, we are exposed to the risk that revenues from clientsbased in the United Kingdom will be affected by adverse movements in foreign currency exchange rates. Additionally, uncertainty as to the futuretrade terms between the United Kingdom and the EU could negatively impact our clients who are based or have operations in the United Kingdom orthe EU, including clients in the financial services sector, and as a consequence could adversely impact our financial condition and results ofoperations. We are currently examining the various possible impacts Brexit may have on our business and operating model in an effort to developsolutions to address any of the potential outcomes of the negotiations. Any of these factors, or the possibility of a less orderly Brexit that adverselyaffects global economic conditions and the stability of global financial markets, could have a material adverse effect on our business, financialcondition and results of operations.Ongoing economic volatility and uncertainty and changing demand patterns affect our business in a number of other ways, including makingit more difficult to accurately forecast client demand and effectively build our revenue and resource plans. Economic volatility and uncertainty isparticularly challenging because it may take some time for the effects and changes in demand patterns resulting from16 these and other factors to manifest themselves in our business and results of operations. Changing demand patterns from economic volatility anduncertainty could have a significant negative impact on our results of operations.Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions,including through the adaptation and expansion of our services and solutions in response to ongoing changes in technologyand offerings, and a significant reduction in such demand or an inability to respond to the evolving technologicalenvironment could materially affect our results of operations.Our revenue and profitability depend on the demand for our services and solutions with favorable margins, which could be negatively affectedby numerous factors, many of which are beyond our control and unrelated to our work product. Our success depends, in part, on our ability tocontinue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and offeringsto serve the evolving needs of our clients. Examples of areas of significant change include digital- and cloud-related offerings, which are continuallyevolving as developments such as AI, automation, Internet of Things and as-a-service solutions are commercialized. Technological developmentssuch as these may materially affect the cost and use of technology by our clients and, in the case of as-a-service solutions, could affect the nature ofhow we generate revenue. Some of these technologies, such as cloud-based services, AI and automation, and others that may emerge, have reducedand replaced some of our historical services and solutions and may continue to do so in the future. This has caused, and may in the future cause,clients to delay spending under existing contracts and engagements and to delay entering into new contracts while they evaluate new technologies.Such delays can negatively impact our results of operations if the pace and level of spending on new technologies is not sufficient to make up anyshortfall.Developments in the industries we serve, which may be rapid, also could shift demand to new services and solutions. If, as a result of newtechnologies or changes in the industries we serve, our clients demand new services and solutions, we may be less competitive in these new areas orneed to make significant investment to meet that demand. Our growth strategy focuses on responding to these types of developments by drivinginnovation that will enable us to expand our business into new growth areas. If we do not sufficiently invest in new technology and adapt to industrydevelopments, or evolve and expand our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to thesedevelopments and successfully drive innovation, our services and solutions, our results of operations, and our ability to develop and maintain acompetitive advantage and to execute on our growth strategy could be negatively affected.Companies in the industries we serve sometimes seek to achieve economies of scale and other synergies by combining with or acquiring othercompanies. If one of our current clients merges or consolidates with a company that relies on another provider for the services and solutions we offer,we may lose work from that client or lose the opportunity to gain additional work if we are not successful in generating new opportunities from themerger or consolidation.Future legislation or executive action in the United States and other jurisdictions could significantly affect the abilityor willingness of our clients and prospective clients to utilize our services.In the United States, federal and state measures aimed at limiting or restricting offshore outsourcing have been occasionally proposed andenacted. In addition, public figures in the United States, including the current President, members of his administration and other elected officials,continue to suggest that U.S. businesses be subjected to tax or other adverse consequences for outsourcing, with incentives for returning outsourcedoperations to the United States, although it is not known what specific measures might be proposed or how they would be implemented and enforced,or whether emerging or enacted tax reform or other near-term Congressional action will affect companies’ outsourcing practices. There can be noassurance that pending or future legislation or executive action in the United States that would significantly adversely affect our business, results ofoperations, and financial condition will not be enacted.17 Legislation enacted in certain European jurisdictions and any future legislation in Europe, Japan or any other country in which we haveclients restricting the performance of business process services from an offshore location or imposing burdens on companies that outsource dataprocessing functions could also have a material adverse effect on our business, results of operations and financial condition. For example, evolvingEU cloud computing standards and regulations and proposed taxes on outsourced data center activities or new EU and Japanese regulations oninternational transfers of personal data may limit or restrict our operations, or make them more costly. Moreover, legislation enacted in the UnitedKingdom and by many EU countries, provides that if a company outsources all or part of its business to a service provider or changes its currentservice provider, the affected employees of the company or of the previous service provider are entitled to become employees of the new serviceprovider, generally on the same terms and conditions as their original employment. In addition, dismissals of employees who were employed by thecompany or the previous service provider immediately prior to that outsourcing, if the dismissals resulted solely or principally from the outsourcing,are automatically considered unfair dismissals that entitle such employees to compensation. As a result, in order to avoid unfair dismissal claims wemay have to offer, and become liable for, voluntary redundancy payments to the employees of our clients in the United Kingdom and other EUcountries who have adopted similar laws who transfer business to us. Additionally, the United Kingdom’s decision to leave the EU has introduceduncertainty into trade relations and could result in increased costs, delays, and regulatory complexity in our business involving the United Kingdom.Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, andviolations of these laws and regulations could harm our business.We are subject to, or subject to contractual requirements to comply with or facilitate our clients’ compliance with, numerous, and sometimesconflicting, legal regimes on matters such as anticorruption, import/export controls, trade restrictions, taxation, immigration, internal anddisclosure control obligations, securities regulation, anti-competition, data privacy and protection, wage-and-hour standards, and employment andlabor relations. Our clients’ business operations are also subject to numerous regulations, and our clients may require that we perform our services incompliance with regulations applicable to them or in a manner that will enable them to comply with such regulations.The global nature of our operations increases the difficulty of compliance. Compliance with diverse legal requirements is costly, time-consuming and requires significant resources. Violations of one or more of these regulations in the conduct of our business could result in significantfines, criminal sanctions against us and/or our employees, prohibitions on doing business, breach of contract damages and harm to our reputation.Due to the varying degrees of development of the legal systems of the countries in which we operate, local laws may not be well developed or providesufficiently clear guidance and may be insufficient to protect our rights.In particular, our collection, use, disclosure, and retention of personal health-related and other information is subject to an array of privacy,data security, and data breach notification laws and regulations that change frequently, are inconsistent across the jurisdictions in which we dobusiness, and impose significant compliance costs. Changes in these laws and regulations and inconsistencies in the standards that apply to ourbusiness in different jurisdictions may impose significant compliance costs, reduce the efficiency of our operations, and expose us to enforcementrisks. In the EU, a new, comprehensive General Data Protection Regulation, or the GDPR, went into effect in May 2018. It supersedes EU memberstates’ national protection laws and imposes privacy and data security compliance obligations and increased penalties for noncompliance. Inparticular, the GDPR has introduced numerous privacy-related changes for companies operating in the EU, including greater control for datasubjects, increased data portability for EU consumers, data breach notification requirements and increased fines. GDPR enforcement has begun, andcompanies have faced fines for violations of certain provisions. Fines can reach as high as 4% of a company’s annual total revenue, potentiallyincluding the revenue of a company’s international affiliates. Additionally, foreign governments outside of the EU are also taking steps to fortify theirdata privacy laws and regulations. For example, some countries in Latin America and Asia are considering GDPR-like data protection laws, andCanada implemented a new mandatory breach reporting and recordkeeping regime in November 2018. Evolving laws and regulations in Indiaprotecting the use of personal information could also impact our engagements with clients, vendors and employees18 in India. As privacy laws and regulations around the world continue to evolve, these changes could adversely affect our business operations, websitesand mobile applications that are accessed by residents in the applicable countries.In addition, in many parts of the world, including countries in which we operate and/or seek to expand, common practices in the localbusiness community might not conform to international business standards and could violate anticorruption laws or regulations, including the U.S.Foreign Corrupt Practices Act and the UK Bribery Act 2010. Our employees, subcontractors, agents, joint venture partners, the companies we acquireand their employees, subcontractors and agents, and other third parties with which we associate, could take actions that violate policies orprocedures designed to promote legal and regulatory compliance or applicable anticorruption laws or regulations. Violations of these laws orregulations by us, our employees or any of these third parties could subject us to criminal or civil enforcement actions (whether or not we participatedor knew about the actions leading to the violations), including fines or penalties, disgorgement of profits and suspension or disqualification fromwork, any of which could materially adversely affect our business, including our results of operations and our reputation.We could be liable to our clients or others for damages, subject to criminal liability, fines or penalties, and ourreputation could be damaged, if our information systems are breached or confidential or sensitive client or employee data iscompromised.We are often required to collect, process and store proprietary, personally identifying or other sensitive or confidential client data in theoperation of our business or in connection with the services we provide under our contracts, including, for example, names, address, social securitynumbers, personal health information, credit card account numbers, payment history records, and checking and savings account numbers. Inaddition, we collect and store data regarding our employees and contractors. As a result, we are subject to numerous data protection and privacy lawsand regulations designed to protect this information in the countries in which we operate as well as the countries of residence of the persons whosedata we process. Data may be accessed or modified improperly as a result of theft, error or malfeasance by our employees, contractors or other thirdparties, and others may attempt to fraudulently induce our employees, clients or other third parties into disclosing sensitive information such as usernames, passwords or other information in order to gain access to our data or IT systems or our clients', contractors’ or other third parties' data or ITsystems. If any person, including any of our current or former employees or contractors, negligently disregards or intentionally breaches our or ourclients’ established controls with respect to sensitive data or if we do not adapt to changes in data protection legislation, we could be subject tosignificant litigation, monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.In addition, the products, services and software that we provide to our clients may contain or introduce cybersecurity threats or vulnerabilitiesto our clients’ information technology networks, intentionally or unintentionally. Our clients may maintain their own proprietary, sensitive, orconfidential information that could be compromised in a cybersecurity attack, or their systems may be disabled or disrupted as a result of such anattack. Our clients, regulators, or other third parties may attempt to hold us liable, through contractual indemnification clauses or directly, for anysuch losses or damages resulting from such an attack.The threat of incursion into our information systems and technology infrastructure has increased and evolved in recent years with theincreasing number and sophistication of third parties who have hacked, attacked, disrupted or otherwise invaded information systems of othercompanies and have misappropriated or disclosed data. Because the techniques used to obtain unauthorized access, disable or degrade service, orsabotage systems change frequently or may be designed to remain dormant until a predetermined event and often are not recognized until launchedagainst a target, we may be unable to anticipate these techniques or implement adequate preventative measures. The steps we have taken to protectour data security may be inadequate. If an actual or perceived breach of our security occurs, whether through breach of our computer systems, systemsfailure or otherwise, the market perception of the effectiveness of our security measures and our reputation could be harmed and we could loseexisting or potential customers. Media or other reports of perceived security vulnerabilities in our network19 security, even if nothing has actually been attempted or occurred, could also adversely impact our brand and reputation and materially affect ourbusiness.In addition, we might not be able to prevent others from using our data and proprietary information to compete with us. Existing trade secret,copyright and trademark laws offer only limited protection. In addition, the laws of some foreign countries may not protect our data and proprietaryinformation. For example, doing business in certain jurisdictions poses risks, including but not limited to theft of intellectual property and data andpotentially different treatment of foreign owned intellectual property rights and data than that owned or developed in such jurisdictions. If we have toresort to legal proceedings to enforce our rights, the proceedings could be burdensome, protracted and expensive and could involve a high degree ofrisk and be unsuccessful.Our clients, suppliers, subcontractors, and other third parties with whom we do business, including in particular cloud service providers andsoftware vendors, generally face similar cybersecurity threats, and in some cases we must rely on the safeguards adopted by these parties. We mayalso be liable to our clients or others for damages caused by disclosure of confidential information or system failures. Many of our contracts do notlimit our potential liability for breaches of confidentiality. We may also be subject to civil actions and criminal prosecution by governments orgovernment agencies for breaches relating to such data. Our insurance coverage or indemnification protections for breaches or mismanagement ofsuch data may not be adequate to cover all costs related to data loss, cybersecurity attacks, or disruptions resulting from such events, or they may notcontinue to be available on reasonable terms or in sufficient amounts to cover one or more large claims against us and our insurers may disclaimcoverage as to any future claims. The impact of these cybersecurity attacks, data losses, and other security breaches cannot be predicted, but any suchattack, loss or breach could disrupt our operations, or the operations of our clients, suppliers, subcontractors, or other third parties. Incidents of thistype could require significant management attention and resources, could result in the loss of business, regulatory enforcement and financialliability, and could harm our reputation among our clients and the public, any of which could have a material adverse impact on our financialcondition, results of operation, or liquidity.While we have developed and implemented security measures and internal controls designed to prevent, detect and respond to cyber and othersecurity threats and incidents, such measures cannot ensure security and may not be successful in preventing future security breaches. We are subjectto regular incursion attempts from a variety of sources, and we have experienced data security incidents such as inadvertent or unauthorizeddisclosures of data, including as a result of phishing or malware, and other unauthorized access to or use of our systems or those of third parties. Todate such incidents have not had a material impact on our operations or financial results; however, there is no assurance that such impacts will notbe material in the future.Tax matters may have an adverse effect on our operations, effective tax rate and financial condition.We are subject to income taxes in the United States and in numerous foreign jurisdictions, notably in India where we have substantialoperations. Our provision for income taxes, actual tax expense and cash tax liability could be adversely affected by a variety of factors including, butnot limited to, lower income before taxes generated in countries with lower tax rates; higher income generated in countries with higher tax rates;changes in tax laws and regulations or in applicable income tax treaties; changes in accounting principles or interpretations thereof or in thevaluation of deferred tax assets and liabilities; the possible disappearance or expiration of certain tax concessions that we have enjoyed in prioryears; and adverse outcomes of tax examinations and pending tax-related litigation. Any of these factors could have a material adverse effect on ouroperations, effective tax rate and financial condition.We are subject to examination of our income tax returns by the U.S. Internal Revenue Service and tax authorities around the world, notably inIndia where we have substantial operations, and there can be no assurance that negative outcomes from those examinations or any appealstherefrom will not adversely affect our provision for income taxes and cash tax liability, which in turn could have a material adverse effect on ouroperations, effective tax rate and financial condition. For example, the Government of India has appealed a 2011 ruling by the Delhi High Court thatGenpact India Private Limited (one of our subsidiaries) cannot be held to be a representative assessee of GE in connection with an assertion that GE20 has tax liability in India by reason of a 2004 transfer of shares of our predecessor company. We believe that, if the Government of India is successfulin its appeal, GE would be obligated to indemnify us for any resulting tax, though there can be no assurance as to the outcome of this matter.In addition, the Government of India issued assessment orders to us in 2014, 2015 and 2016 seeking to assess tax on certain transactionsthat occurred in 2009, 2010 and 2013. We do not believe that the transactions should be subject to tax in India under applicable law, including due tothe relief provided under the Mauritius-India treaty, and have accordingly filed appeals. Our appeal in respect of tax year 2010 has been resolved inour favor. We have received demands for potential tax claims resulting from assessments related to tax years 2009 and 2013 in an aggregate amountof $158 million, including interest. To date, we have paid a total of $23 million toward these demands to the Indian tax authority under protest, andmay be required to pay the remainder of the demands pending resolution of the matter. There is no assurance that we will prevail in this matter orsimilar transactions, including where we have relied on the Mauritius-India treaty, and a final determination of tax in the amounts claimed couldhave a material adverse effect on our operations, effective tax rate and financial condition.More generally, the Indian tax authorities may claim that Indian tax is owed with respect to certain of our transactions, such as ouracquisitions (including our subsidiaries organized under Indian law or owning assets located in India), internal reorganizations and the sale of ourshares in public offerings or otherwise by our existing significant shareholders, in which indirect transfers of Indian subsidiaries or assets areinvolved. Those authorities may seek to impose tax on us directly or as a withholding agent or representative assessee of the seller in these or othertransactions.Furthermore, there is growing pressure in many jurisdictions, including the United States, and from multinational organizations such as theOrganization for Economic Cooperation and Development (OECD) and the EU to amend existing international tax rules in order to render themmore responsive to current global business practices. For example, the OECD has published a package of measures for reform of the international taxrules as a product of its Base Erosion and Profit Shifting (BEPS) initiative, which was endorsed by the G20 finance ministers. Many of the initiativesin the BEPS package require amendments to the domestic tax legislation of various jurisdictions. Separately, the EU is asserting that a number ofcountry-specific favorable tax regimes and rulings in certain member states may violate, or have violated, EU law, and may require rebates of some orall of the associated tax benefits to be paid by benefitted taxpayers in particular cases. In 2016, the EU adopted the Anti-Tax Avoidance Directivewhich requires EU member states to implement measures to prohibit tax avoidance practices beginning January 1, 2019.In addition, in December 2017, the Tax Cuts and Jobs Act was passed by the U.S. Congress and signed into law by President Trump, bringingabout far-ranging changes to the existing corporate tax system. This legislation establishes a territorial-style system for taxing foreign-sourceincome of multinational corporations and, among other items and with varying effective dates, includes changes to U.S. federal tax rates, anadditional minimum tax measured in part by “base erosion payments” involving certain members of affiliated groups, significant additionallimitations on the deductibility of interest, the modification of constructive ownership rules used to determine the status of certain non-U.S.companies as “controlled foreign corporations,” and changes to the rules governing taxable and tax-free cross-border transfers of intangibleproperty. Many of the provisions in this legislation are unclear or incomplete in their application. While this legislation has not so far had a materialoverall impact on our effective tax rate or business practices and operations, it is possible that our tax liability may materially increase in the future asa result of this legislation. Other legislative and regulatory proposals may also affect our tax position or our business practices and operations,depending on whether and in what form they may ultimately take effect. See Item 1A—“Risk Factors—Risks Related to our Business—Futurelegislation or executive action in the United States and other jurisdictions could significantly affect the ability or willingness of our clients andprospective clients to utilize our services.”Although we monitor these developments, it is very difficult to assess to what extent recent changes and other proposals, if enacted, may beimplemented in the United States and other jurisdictions in which we conduct our business or may impact the way in which we conduct our businessor our effective tax rate due to their unpredictability and interdependency. As these and other tax laws and related regulations and practices change,those changes could have a material adverse effect on our operations, effective tax rate and financial condition.21 If the transfer pricing arrangements we have among our subsidiaries are determined to be inappropriate, our taxliability may increase.We have transfer pricing arrangements among our subsidiaries in relation to various aspects of our business, including operations,financing, marketing, sales and delivery functions. U.S. and Indian transfer pricing regulations, as well as regulations applicable in other countriesin which we operate, require that any international transaction involving associated enterprises be on arm’s-length terms. We consider thetransactions among our subsidiaries to be substantially on arm’s-length terms. If, however, a tax authority in any jurisdiction reviews any of our taxreturns and determines that the transfer prices and terms we have applied are not appropriate, or that other income of our affiliates should be taxed inthat jurisdiction, we may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase,possibly materially, thereby reducing our profitability and cash flows, which in turn could have a material adverse effect on our operations, effectivetax rate and financial condition.GE accounts for a significant portion of our revenues and any material loss of business from, or change in ourrelationship with, GE could have a material adverse effect on our business, results of operations and financial condition.Historically, we have derived a significant portion of our revenues from GE. In 2016, 2017 and 2018, GE accounted for 13.9%, 9.8% and 8.9%of our revenues, respectively. In the past, GE has divested businesses we serve, including a significant portion of its GE Capital business. We expectthat our services for GE will decline in the future if GE pursues further divestitures. We intend to continue to make efforts to procure contracts withrespect to GE’s divested businesses; however, there can be no assurance that we will be able to procure any such contracts or that such contractswould be on favorable terms. GE is not obligated to provide us with any exclusivity or opportunity to work on GE projects and GE is not required topurchase a minimum amount of services from us. In addition, GE has the right to terminate our services in whole or in part for any reason byproviding us with a short period of advance notice. Any material loss of business from, or change in relationship with, GE could have a materialadverse effect on our business, results of operations and financial condition. Further, our revenues from GE may be more volatile in the future andthis volatility could have a material adverse effect on our business and results of operations. See Item 7—“Management’s Discussion and Analysis ofFinancial Condition and Results of Operations—Overview—Net Revenues” for further information regarding our relationship with GE.We expect that our business with GE will continue to come from a variety of GE’s businesses and that, in general, GE’s decisions to use ourservices will continue to be made by a number of people within GE. Therefore, although some decisions may be made centrally at GE, we expect thatthe total level of business we receive will continue to depend on the decisions of the various operating managers of such businesses. Finally, therecan be no assurance that GE will not establish its own business unit to provide English-language business process services from low-wage countriesor otherwise compete with us. Any of the foregoing events could have a material adverse effect on our business, results of operations and financialcondition.Our revenues are highly dependent on clients located in the United States and Europe, as well as on clients that operatein certain industries. If events or conditions occur which adversely affect the economic health of the United States or Europe,demand in the United States or Europe or in certain industries for the type of services we provide, or the rate of growth in theindustries in which our clients operate, our business, results of operations and financial condition may be materially andadversely affected.In 2018, more than 65% of our revenues were derived from clients based in North America and more than 15% of our revenues were derivedfrom clients based in Europe. Additionally, in 2018, more than 35% of our revenues were derived from clients in the financial services industry,which includes insurance.A number of factors could adversely affect our ability to do business in the United States or Europe, which could in turn have a materialadverse effect on our business, results of operations and financial condition. For example, the United Kingdom’s negotiations with the EU overBrexit and ongoing22 uncertainty within the UK Government and Parliament sustains the possibility of the United Kingdom leaving the EU on March 29, 2019 without awithdrawal agreement and associated transition period in place, which is likely to cause significant market and economic disruption.Brexit has created, and continues to create, political and economic uncertainty about the future relationship between the United Kingdom andthe EU and as to whether any other European countries may similarly seek to exit the EU. We have operations in the United Kingdom and a numberof countries in the EU and our global operations serve clients with operations in these regions, and as a result our business, financial condition andresults of operations may be impacted by such uncertainty and by the terms of the United Kingdom’s pending withdrawal from the EU.Furthermore, any deterioration in economic activity in the United States or Europe could adversely affect demand for our services, thusreducing our revenue. Increased regulation, changes in existing regulation or increased government intervention in the industries in which ourclients operate may adversely affect growth in such industries and therefore have an adverse impact on our revenues.We may face difficulties in providing end-to-end business solutions or delivering complex, large or unique projects forour clients that could cause clients to discontinue their work with us, which in turn could harm our business and ourreputation.We continue to expand the nature and scope of our engagements, including by incorporating digital solutions that use social, mobility, bigdata and cloud-based technologies. Our ability to effectively offer a wide range of business solutions depends on our ability to attract existing or newclients to new service offerings, and the market for our solutions is highly competitive. We cannot be certain that our new service offerings,particularly our digital offerings, will effectively meet client needs or that we will be able to attract clients to these service offerings. The complexity ofour new service offerings, our inexperience in developing or implementing them, and significant competition in the markets for these services mayaffect our ability to market these services successfully. In addition, the breadth of our existing service offerings continues to result in larger and morecomplex projects with our clients, which have risks associated with their scope and complexities. Our failure to deliver services that meet therequirements specified by our clients could result in termination of client contracts, and we could be liable to our clients for significant penalties ordamages or suffer reputational harm. Larger projects may involve multiple engagements or stages, and there is a risk that a client may choose not toretain us for additional stages or may cancel or delay additional planned engagements. These terminations, cancellations or delays may result fromfactors that have little or nothing to do with the quality of our services, such as the business or financial condition of our clients or the economygenerally. Such cancellations or delays make it difficult to plan for project resource requirements and inaccuracies in such resource planning andallocation may have a negative impact on our profitability.From time to time we also enter into agreements that include unique service level delivery requirements or novel pricing arrangements withwhich we have no experience and that may be unique in the industry. These projects can include performance targets that become more rigorous overthe term of the contracts and service delivery components that are partially subjective by design, and we may be unable achieve such targets or tosatisfy our clients’ expectations in delivering such services. Our failure to deliver such engagements to our clients’ expectations could result intermination of client contracts, and we could be liable to our clients for penalties or damages or suffer reputational harm. We may also discover thatwe have not priced such engagements appropriately, which could adversely affect our profitability and results of operations. Our partnerships, alliances and relationships with third-party suppliers and contractors and other third partieswith whom we do business expose us to a variety of risks that could have a material adverse effect on our business. Our partnerships and alliances and our relationships with a variety of third parties, including suppliers, contractors and others, expose us toa variety of risks that could have a material adverse effect on our business, and we may not be successful in mitigating such risks. Our operationsdepend on our ability to anticipate our needs for products and services, as well as our suppliers’ ability to deliver sufficient quantities and quality ofproducts and services at reasonable prices and in time for us to meet23 commitments for the delivery of our own services. In addition, we must adequately address quality issues associated with our services, including withrespect to any third-party components to our services. Any performance failure on the part of our partners or the third parties with whom we dobusiness could delay our performance of client deliverables, which could deprive us of potential revenue. Additionally, our partners, third-partysuppliers and contractors and other third parties with whom we do business may not be able to comply with current good business practices orapplicable laws or regulatory requirements. Our failure, or the failure of such third parties, to comply with applicable laws and regulations couldresult in sanctions being imposed on us, including fines, injunctions, civil penalties and criminal prosecutions, any of which could significantly andadversely affect our business.We may have limited control over the amount and timing of resources that our partners and third parties with whom we do business dedicateto their arrangements with us. Our ability to generate revenues from these arrangements will depend on our partners’ or other third parties’ desireand ability to successfully perform the functions assigned to them in these arrangements. Further, certain of our suppliers, partners and othercontractors may decide to discontinue conducting business with us.In addition, we are a party to a number of license agreements with third parties and expect to enter into additional licenses in the future. Ourexisting licenses impose, and we expect that future licenses will impose, various obligations and restrictions on us. If we fail to comply with theseobligations and restrictions, the licensor may have the right to terminate the license, in which event we might not be able to market any product orservice that is covered by these agreements, which could materially adversely affect our business. Termination of these license agreements orreduction or elimination of our licensed rights may result in our having to negotiate new or reinstated licenses with less favorable terms, or cause usto lose rights in important intellectual property or technology.Any of the foregoing may prevent us from working with our partners or third parties with whom we do business and could subject us to losses,affect our ability to bring products and services to market, cause us to fail to satisfy our client obligations and harm our reputation.We may fail to attract and retain enough qualified employees to support our operations.Our industry relies on large numbers of skilled employees and our success depends on our ability to attract, train and retain a sufficientnumber of qualified employees. Historically, high employee attrition has been common in our industry. See Item 1—“Business—Our people.” In 2018,our attrition rate for all employees who were employed for a day or more was approximately 28%. We cannot assure you that we will be able to reduceour level of attrition or even maintain our attrition rate at the 2018 level. If our attrition rate increases, our operating efficiency and productivity maydecrease.Competition for qualified employees, particularly in India and China, remains high and we expect such competition to continue. We competefor employees not only with other companies in our industry but also with companies in other industries, such as software services, engineeringservices and financial services companies. In many locations in which we operate, there is a limited pool of employees who have the skills andtraining needed to do our work. If our business continues to grow, the number of people we will need to hire will increase. We will also need toincrease our hiring if we are not able to maintain our attrition rate through innovative recruiting and retention policies. Significant competition foremployees could have an adverse effect on our ability to expand our business and service our clients, as well as cause us to incur greater personnelexpenses and training costs.Wage increases in the countries in which we have operations may prevent us from sustaining our competitiveadvantage and may reduce our profit margin.Salaries and related benefits of our employees are our most significant costs. Most of our employees are based in India and other countries inwhich wage levels have historically been significantly lower than wage levels in the United States and Western Europe for comparably skilledprofessionals, which has been one of our competitive advantages. However, wage levels for comparably skilled employees in most of the countries inwhich we operate have increased and further increases are expected at a faster rate than in the United States and Western Europe because of, amongother reasons, faster economic growth, increased competition for skilled employees and increased demand for business process services. We will24 lose this competitive advantage to the extent that we are not able to control or share wage increases with our clients. Sharing wage increases maycause our clients to be less willing to utilize our services. In addition, wage increases may reduce our margins. We will attempt to control such costsby our efforts to add capacity in locations where we consider wage levels of skilled personnel to be satisfactory, but we may not be successful in doingso. We may need to increase our wage levels significantly and rapidly in order to attract the quantity and quality of employees that are necessary forus to remain competitive, which may have a material adverse effect on our business, results of operations and financial condition. In addition, arecent judicial decision in India that we are still evaluating could increase the amount we will be required to pay to or for the benefit of our employeesin India. Further, if this decision is implemented with retrospective application, the amount of the payments that we are required to make at that timeto or for the benefit of our employees could be substantial and could have a material adverse effect on our business, results of operations and financialcondition. We have also increased, and expect to further increase, the number of employees we have in the United States from the levels than we havehad historically, and this could have a negative effect on our profit margin.Currency exchange rate fluctuations in various currencies in which we do business, especially the Indian rupee, theeuro and the U.S. dollar, could have a material adverse effect on our business, results of operations and financial condition.Most of our revenues are denominated in U.S. dollars, with the remaining amounts largely in euros, UK pounds sterling, the Australiandollar, the Japanese yen and the Indian rupee. Most of our expenses are incurred and paid in Indian rupees, with the remaining amounts largely inU.S. dollars, Chinese renminbi, Romanian lei, euros, UK pounds sterling, Philippine pesos, Japanese yen, Polish zloty, Mexican pesos, Guatemalanquetzals and the Australian dollar. As we expand our operations to new countries, we will incur expenses in other currencies. We report our financialresults in U.S. dollars. The exchange rates between the Indian rupee, the euro and other currencies in which we incur costs or receive revenues, onthe one hand, and the U.S. dollar, on the other hand, have changed substantially in recent years and may fluctuate substantially in the future. SeeItem 7A—“Quantitative and Qualitative Disclosures about Market Risk.”Our results of operations could be adversely affected over time by certain movements in exchange rates, particularly if the Indian rupee orother currencies in which we incur expenses appreciate against the U.S. dollar or if the currencies in which we receive revenues, such as the euro,depreciate against the U.S. dollar. Although we take steps to hedge a substantial portion of our Indian rupee-U.S. dollar, Mexican peso-U.S. dollar,Philippines peso-U.S. dollar, euro-U.S. dollar, euro- Romanian leu, pound sterling-U.S. dollar, Australian dollar-U.S. dollar and our Chineserenminbi-Japanese yen foreign currency exposures, there is no assurance that our hedging strategy will be successful or that the hedging marketswill have sufficient liquidity or depth for us to implement our strategy in a cost effective manner. In addition, in some countries such as India andChina, we are subject to legal restrictions on hedging activities, as well as convertibility of currencies, which could limit our ability to use cashgenerated in one country in another country and could limit our ability to hedge our exposures. Finally, our hedging policies only provide near termprotection from exchange rate fluctuations. If the Indian rupee or other currencies in which we incur expenses appreciate against the U.S. dollar, wemay have to consider additional means of maintaining profitability, including by increasing pricing, which may or may not be achievable. See alsoItem 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Foreign exchange gains (losses),net.”Restrictions on entry visas may affect our ability to compete for and provide services to clients, which could have amaterial adverse effect on our business and financial results.A portion of our business depends on the ability of our employees to obtain the necessary visas and entry permits to do business in thecountries where our clients and, in some cases, our delivery centers, are located. In recent years, in response to terrorist attacks, global unrest andpolitical rhetoric, immigration authorities generally, and those in the United States in particular, have increased the level of scrutiny in grantingvisas. If further terrorist attacks occur, global unrest intensifies, or political rhetoric continues, then obtaining visas for our personnel may becomeeven more difficult. Local immigration laws25 may also require us to meet certain other legal requirements as a condition to obtaining or maintaining entry visas. Countries where our clients maybe located, including the United States, may through legislation or regulation restrict the number of visas or entry permits available. In general,immigration laws are subject to legislative change and varying standards of application and enforcement due to political forces, economicconditions, terrorist attacks or other events. In addition, there is currently uncertainty with respect to immigration laws and standards in the UnitedStates due to legislation introduced in Congress and policy changes suggested and adopted by the current U.S. President and members of hisadministration. Current U.S. efforts to reduce the number of first-time and renewal H-1B and H-4 visas could result in fewer employees eligible towork for us in the United States under those programs, as could executive actions that prohibit citizens of designated countries from emigrating toand/or working in the United States. It is not currently known what, if any, other such visa restrictions might be proposed or how they would beimplemented or enforced.Our senior leadership team is critical to our continued success and the loss of such personnel could harm our business.Our future success substantially depends on the continued service and performance of the members of our senior leadership team. Thesepersonnel possess business and technical capabilities that are difficult to replace. In particular, our Chief Executive Officer and other members of oursenior leadership team have been involved in our business since its commencement under GE. Our employment agreement with our Chief ExecutiveOfficer does not obligate him to work for us for any specified period. If we lose key members of our senior leadership team, we may not be able toeffectively manage our current operations or meet ongoing and future business challenges, and this may have a material adverse effect on ourbusiness, results of operations and financial condition.We may be unable to service our debt or obtain additional financing on competitive terms.On August 9, 2018, we entered into an amended and restated five-year credit agreement with certain financial institutions as lenders whichreplaced our prior credit facility. The amended and restated credit agreement provides for a $680 million term credit facility and a $500 millionrevolving credit facility, each of which may be increased subject to certain conditions. The credit agreement obligations are unsecured, andguaranteed by certain subsidiaries. As of December 31, 2018, the total amount due under the credit facility, including the amount utilized under therevolving facility, was $958 million. The credit agreement contains covenants that require maintenance of certain financial ratios, includingconsolidated leverage and interest coverage ratios, and also, under certain conditions, restrict our ability to incur additional indebtedness, createliens, make certain investments, pay dividends or make certain other restricted payments, repurchase common shares, undertake certainliquidations, mergers, consolidations and acquisitions and dispose of certain assets or subsidiaries, among other things. If we breach any of theserestrictions and do not obtain a waiver from the lenders, subject to applicable cure periods the outstanding indebtedness (and any other indebtednesswith cross-default provisions) could be declared immediately due and payable, which could adversely affect our liquidity and financial condition.On March 27, 2017, we issued $350.0 million aggregate principal amount of 3.70% senior notes in a private offering. On July 24, 2018, anexchange offer was completed and all outstanding unregistered notes were exchanged for freely tradable notes registered under the Securities Act of1933, as amended. As of December 31, 2018, the amount outstanding under the notes, net of debt amortization expense of $1.7 million, was $348.3million, which is payable on April 1, 2022 when the notes mature. We are required to pay interest on the notes semi-annually in arrears on April 1and October 1 of each year, ending on the maturity date. The notes are subject to certain customary covenants, including limitations on our ability toincur debt secured by liens, engage in certain sale and leaseback transactions and consolidate, merge, convey or transfer our assets. Upon certainchange of control transactions, we would be required to make an offer to repurchase the notes at a price equal to 101% of the aggregate principalamount of such notes, plus accrued and unpaid interest. The interest rate payable on the notes is subject to adjustment if the credit rating of the notesis downgraded up to a maximum increase of 2.0%. We may redeem the registered notes at any time in whole or in part, at a redemption price equal to100% of the principal amount of the notes redeemed, together with accrued and unpaid interest or, if the notes are redeemed26 prior to March 1, 2022, a specified “make-whole” premium. The notes are our senior unsecured obligations and rank equally with all our other seniorunsecured indebtedness outstanding from time to time.Our indebtedness and related debt service obligations can have negative consequences, requiring us to dedicate significant cash flow fromoperations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes such as acquisitionsand capital investment; limiting our ability to obtain additional financing and limiting our ability to undertake strategic acquisitions; increasing ourvulnerability to adverse economic and industry conditions, including by reducing our flexibility in planning for or reacting to changes in our businessand market conditions; and exposing us to interest rate risk since a portion of our debt obligations are at variable rates. We may incur more debt inthe future, and there can be no assurance that our cost of funding will not substantially increase. Central banks around the world, including the Federal Reserve, have commissioned working groups with the goal of finding suitablereplacements for LIBOR. The U.K. Financial Conduct Authority, which regulates LIBOR, has announced that it has commitments from panel banksto continue to contribute to LIBOR through the end of 2021. Accordingly, there is considerable uncertainty regarding the publication of such ratesbeyond 2021. The full impact of such reforms and actions, together with any transition away from LIBOR, including the potential or actualdiscontinuance of LIBOR publication, remains unclear. These changes may have an adverse impact on us since we have LIBOR-based debtobligations. We often face a long selling cycle to secure a new contract as well as long implementation periods that requiresignificant resource commitments, which result in a long lead time before we receive revenues from new relationships.We often face a long selling cycle to secure a new contract. If we are successful in obtaining an engagement, that is generally followed by along implementation period in which the services are planned in detail and we demonstrate to a client that we can successfully integrate ourprocesses and resources with their operations. During this time a contract is also negotiated and agreed. There is then a long ramping up period inorder to commence providing the services. We typically incur significant business development expenses during the selling cycle. We may not succeedin winning a new client’s business, in which case we receive no revenues and may receive no reimbursement for such expenses. Even if we succeed indeveloping a relationship with a potential new client and begin to plan the services in detail, a potential client may choose a competitor or decide toretain the work in-house prior to the time a final contract is signed. If we enter into a contract with a client, we will typically receive no revenues untilimplementation actually begins. Our clients may also experience delays in obtaining internal approvals or delays associated with technology orsystem implementations, thereby further lengthening the implementation cycle. We generally hire new employees to provide services to a new clientonce a contract is signed. We may face significant difficulties in hiring such employees and incur significant costs associated with these hires beforewe receive corresponding revenues. If we are not successful in obtaining contractual commitments after the selling cycle, in maintaining contractualcommitments after the implementation cycle or in maintaining or reducing the duration of unprofitable initial periods in our contracts, it may have amaterial adverse effect on our business, results of operations and financial condition.Our profitability will suffer if we are not able to price appropriately, maintain asset utilization levels and control ourcosts.Our profitability is largely a function of the efficiency with which we utilize our assets, and in particular our people and delivery centers, andthe pricing that we are able to obtain for our services. Our utilization rates are affected by a number of factors, including our ability to transitionemployees from completed projects to new assignments, hire and assimilate new employees, forecast demand for our services and thereby maintainan appropriate headcount in each of our geographies and workforce and manage attrition, and our need to devote time and resources to training,professional development and other typically non-chargeable activities. The prices we are able to charge for our services are affected by a number offactors, including our clients’ perceptions of our ability to add value through our services, competition, introduction of new services or products by usor our competitors, our ability to accurately27 estimate, attain and sustain revenues from client engagements, margins and cash flows over increasingly longer contract periods and generaleconomic and political conditions. Therefore, if we are unable to price appropriately or manage our asset utilization levels, there could be a materialadverse effect on our business, results of operations and financial condition. Our profitability is also a function of our ability to control our costs andimprove our efficiency. As we increase the number of our employees and grow our business, we may not be able to manage the significantly largerand more geographically diverse workforce that may result and our profitability may not improve. New taxes may also be imposed on our servicessuch as sales taxes or service taxes which could affect our competitiveness as well as our profitability. Additionally, we may fail to appropriatelyestimate our costs in agreeing to provide new or novel services with unique pricing arrangements or service delivery requirements.Our results of operations and share price could be adversely affected if we are unable to maintain effective internalcontrols.The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report frommanagement to our shareholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls.Internal control over financial reporting has inherent limitations, including human error, sample-based testing, the possibility that controls could becircumvented or become inadequate because of changed conditions, and fraud. Because of these inherent limitations, internal control over financialreporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute adequate internal control over financial reportingor implement required new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation of ourfinancial statements for external use, we could suffer harm to our reputation, fail to meet our public reporting requirements on a timely basis, beunable to properly report on our business and our results of operations, or be required to restate our financial statements, and our results ofoperations, the market price of our common shares and our ability to obtain new business could be materially adversely affected.We make estimates and assumptions in connection with the preparation of our consolidated financial statements, andany changes to those estimates and assumptions could adversely affect our financial results.Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The application of generallyaccepted accounting principles requires us to make estimates and assumptions about certain items and future events that affect our reported financialcondition, and our accompanying disclosure with respect to, among other things, revenue recognition and income taxes. We base our estimates onhistorical experience, contractual commitments and on various other assumptions that we believe to be reasonable under the circumstances and atthe time they are made. These estimates and assumptions involve the use of judgment and are subject to significant uncertainties, some of which arebeyond our control. If our estimates, or the assumptions underlying such estimates, are not correct, actual results may differ materially from ourestimates, and we may need to, among other things, adjust revenues or accrue additional charges that could adversely affect our results of operations.Our operating results may experience significant fluctuations.Our operating results may fluctuate significantly from period to period. The long selling cycle for many of our services as well as the timerequired to complete the implementation phases of new contracts makes it difficult to accurately predict the timing of revenues from new clients ornew SOWs as well as our costs. In addition, our future revenues, operating margins and profitability may fluctuate as a result of: lower demand forour services; lower win rates versus our competition; changes in pricing in response to client demands and competitive pressures; changes to thefinancial condition of our clients; employee wage levels and utilization rates; changes in foreign exchange rates, including the Indian rupee versusthe U.S. dollar and the euro versus the U.S. dollar; the timing of collection of accounts receivable; enactment of new taxes; changes in domestic andinternational income tax rates and regulations; and changes to levels and types of share-based compensation awards and assumptions used todetermine the fair value of such awards. As a result of these factors, it is possible that in some future periods, our revenues and28 operating results may be significantly below the expectations of public market analysts and investors. In such an event, the price of our commonshares would likely be materially and adversely affected.We enter into long-term contracts and fixed price contracts with our clients. Our failure to price these contractscorrectly may negatively affect our profitability.The pricing of our services is usually included in SOWs entered into with our clients, many of which are for terms of two to five years. Incertain cases, we have committed to pricing over this period with only limited sharing of risk regarding inflation and currency exchange rates. Inaddition, we are obligated under some of our contracts to deliver productivity benefits to our clients. If we fail to estimate accurately future wageinflation rates, currency exchange rates or our costs, or if we fail to accurately estimate the productivity benefits we can achieve under a contract, itcould have a material adverse effect on our business, results of operations and financial condition.A portion of our SOWs are currently billed on a fixed price basis rather than on a time and materials basis. We may increase the number offixed price contracts we perform in the future. Any failure to accurately estimate the resources or time required to complete a fixed price engagement orto maintain the required quality levels or any unexpected increase in the cost to us of employees, office space or technology could expose us to risksassociated with cost overruns and could have a material adverse effect on our business, results of operations and financial conditions.We may be subject to claims and lawsuits for substantial damages by our clients arising out of disruptions to theirbusinesses or our inadequate performance of services.We depend in large part on our relationships with clients and our reputation for high-quality services to generate revenue and secure futureengagements. Most of our service contracts with clients contain service level and performance requirements, including requirements relating to thequality of our services. Failure to consistently meet service requirements of a client or errors made by our employees in the course of delivering servicesto our clients could disrupt the client’s business and result in a reduction in our revenues, clients terminating their business relationships with usand/or a claim for damages against us. Additionally, we could incur liability if a process we manage for a client were to result in internal controlfailures or impair our client’s ability to comply with its own internal control requirements. We are also subject to actual and potential claims,lawsuits, investigations and proceedings outside of errors and omissions claims.Under our MSAs with our clients, our liability for breach of our obligations is generally limited to actual damages suffered by the client and istypically capped at the greater of an agreed amount or the fees paid or payable to us under the relevant agreement. These limitations and caps onliability may be unenforceable or otherwise may not protect us from liability for damages. In addition, certain liabilities, such as claims of thirdparties for which we may be required to indemnify our clients or liability for breaches of confidentiality, are generally not limited under thoseagreements. Our MSAs are governed by laws of multiple jurisdictions, therefore the interpretation of such provisions, and the availability of defensesto us, may vary, which may contribute to the uncertainty as to the scope of our potential liability. Although we have commercial general liabilityinsurance coverage, the coverage may not continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims andour insurers may disclaim coverage as to any future claims.The successful assertion of one or more large claims against us that exceed available insurance coverage, or changes in our insurancepolicies (including premium increases or the imposition of large deductible or co-insurance requirements), could have a material adverse effect on ourreputation, business, results of operations and financial condition. It is also possible that future results of operations or cash flows for any particularquarterly or annual period could be materially adversely affected by an unfavorable resolution of these matters. In addition, these matters divertmanagement and personnel resources away from operating our business. Even if we do not experience significant monetary costs, there may beadverse publicity associated with these matters that could result in reputational harm, either to us directly or to the industries or geographies weoperate in, that may materially adversely affect our business, client or employee relationships. Further, defending against these claims can involvepotentially significant costs, including legal defense costs.29 If we are unable to collect our receivables or unbilled services, our results of operations, financial condition and cashflows could be adversely affected.Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. Weevaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We have established allowances for losses ofreceivables and unbilled services. Actual losses on client balances could differ from those that we currently anticipate, and, as a result, we might needto adjust our allowances. We might not accurately assess the creditworthiness of our clients. Macroeconomic conditions could also result infinancial difficulties for our clients, including bankruptcy and insolvency. Additionally, cyberattacks on any of our clients could disrupt their internalsystems and capability to make payments. The occurrence of such events could cause clients to delay payments to us, request modifications to theirpayment arrangements that could increase our receivables balance, or default on their payment obligations to us. If we experience an increase in thetime to bill and collect for our services, our cash flows could be adversely affected.Some of our contracts contain provisions which, if triggered, could result in lower future revenues and have a materialadverse effect on our business, results of operation and financial condition.Some of our contracts allow a client, in certain limited circumstances, to request a benchmark study comparing our pricing and performancewith that of an agreed list of other service providers for comparable services. Based on the results of the study and depending on the reasons for anyunfavorable variance, we may be required to make improvements in the services we provide or to reduce the pricing for services on a prospective basisto be performed under the remaining term of the contract, which could have an adverse effect on our business, results of operations and financialcondition.Some of our contracts contain provisions that would require us to pay penalties to our clients and/or provide our clients with the right toterminate the contract if we do not meet pre-agreed service level requirements. Failure to meet these requirements could result in the payment ofsignificant penalties by us to our clients which in turn could have a material adverse effect on our business, results of operations and financialcondition.A few of our MSAs provide that during the term of the MSA and under specified circumstances, we may not provide similar services to thecompetitors of our client. Some of our contracts also provide that, during the term of the contract and for a certain period thereafter ranging from sixto 12 months, we may not provide similar services to certain or any of our client’s competitors using the same personnel. These restrictions mayhamper our ability to compete for and provide services to other clients in the same industry, which may inhibit growth and result in lower futurerevenues and profitability.Some of our contracts with clients specify that if a change of control of our company occurs during the term of the contract, the client has theright to terminate the contract. These provisions may result in our contracts being terminated if there is such a change in control, resulting in apotential loss of revenues. In addition, these provisions may act as a deterrent to any attempt by a third party to acquire our company.Some of our contracts with clients require that we bear the cost of any sales or withholding taxes or unreimbursed value-added taxes imposedon payments made under those contracts. While the imposition of these taxes is generally minimized under our contracts, changes in law or theinterpretation thereof and changes in our internal structure may result in the imposition of these taxes and a reduction in our net revenues.Our industry is highly competitive, and we may not be able to compete effectively.Our industry is highly competitive, highly fragmented and subject to rapid change. We believe that the principal competitive factors in ourmarkets are breadth and depth of process, technology and domain expertise, service quality, the ability to attract, train and retain qualified people,compliance rigor, global delivery capabilities, price and marketing and sales capabilities. We compete for business with a variety of companies,including large multinational firms that provide consulting, technology and/or business process services, off-shore business process serviceproviders in low-cost locations like India, in-house30 captives of potential clients, software services companies that also provide business process services and accounting firms that also provideconsulting or outsourcing services.Some of our competitors have greater financial, marketing, technological or other resources and larger client bases than we do, and mayexpand their service offerings and compete more effectively for clients and employees than we do. Some of our competitors have more establishedreputations and client relationships in our markets than we do. In addition, some of our competitors who do not have global delivery capabilities mayexpand their delivery centers to the countries in which we are located which could result in increased competition for employees and could reduce ourcompetitive advantage. There could also be new competitors that are more powerful as a result of strategic consolidation of smaller competitors or ofcompanies that each provide different services or service different industries.Increased competition may result in lower prices and volumes, higher costs for resources, especially people, and lower profitability. We maynot be able to supply clients with services that they deem superior and at competitive prices and we may lose business to our competitors. Anyinability to compete effectively would adversely affect our business, results of operations and financial condition.Our business could be materially and adversely affected if we do not protect our intellectual property or if our servicesare found to infringe on the intellectual property of others.Our success depends in part on certain methodologies, practices, tools and technical expertise we utilize in designing, developing,implementing and maintaining applications and other proprietary intellectual property rights. In order to protect our rights in these variousintellectual properties, we rely upon a combination of nondisclosure and other contractual arrangements as well as patent, trade secret, copyrightand trademark laws. We also generally enter into confidentiality agreements with our employees, consultants, clients and potential clients and limitaccess to and distribution of our proprietary information. India is a member of the Berne Convention, an international intellectual property treaty,and has agreed to recognize protections on intellectual property rights conferred under the laws of other foreign countries, including the laws of theUnited States. There can be no assurance that the laws, rules, regulations and treaties in effect in the United States, India and the other jurisdictionsin which we operate and the contractual and other protective measures we take, are adequate to protect us from misappropriation or unauthorized useof our intellectual property, or that such laws will not change. We may not be able to detect unauthorized use and take appropriate steps to enforce ourrights, and any such steps may not be successful. Infringement by others of our intellectual property, including the costs of enforcing our intellectualproperty rights, may have a material adverse effect on our business, results of operations and financial condition.Although we believe that we are not infringing on the intellectual property rights of others, claims may nonetheless be successfully assertedagainst us in the future. The costs of defending any such claims could be significant, and any successful claim may require us to modify, discontinueor rename any of our services. Any such changes may have a material adverse effect on our business, results of operations and financial condition.A substantial portion of our assets and operations are located in India and we are subject to regulatory, economic,social and political uncertainties in India.We are subject to several risks associated with having a substantial portion of our assets and operations located in India.We have benefited from many policies of the Government of India and the Indian state governments in the states in which we operate whichare designed to promote foreign investment generally and the business process services industry in particular, including significant fiscal incentives,relaxation of regulatory restrictions, liberalized import and export duties and preferential rules on foreign investment and repatriation. There is noassurance that such policies will continue. Various factors, such as changes in the central or state governments, could trigger significant changes inIndia’s economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business inparticular.31 In addition, our financial performance and the market price of our common shares may be adversely affected by general economic conditionsand economic and fiscal policy in India, including changes in exchange rates and controls, interest rates and taxation policies, as well as socialstability and political, economic or diplomatic developments affecting India in the future. In particular, India has experienced significant economicgrowth over the last several years, but faces major challenges in sustaining that growth in the years ahead. These challenges include the need forsubstantial infrastructure development and improving access to healthcare and education. Recent economic reform efforts have been disruptive andmay increase the level of economic uncertainty in India. Our ability to recruit, train and retain qualified employees, develop and operate our deliverycenters, and attract and retain clients could be adversely affected if India does not successfully meet these challenges.Our delivery centers are at risk of damage from natural disasters and other disruptions.Our delivery centers and our data and voice communications may be damaged or disrupted as a result of natural disasters such asearthquakes, floods, heavy rains, epidemics, tsunamis and cyclones, technical disruptions such as electricity or infrastructure breakdowns, includingdamage to telecommunications cables, computer glitches and electronic viruses or human-caused events such as protests, riots, labor unrest andcyberattacks. Such events may lead to the disruption of information systems and telecommunication services for sustained periods. They also maymake it difficult or impossible for employees to reach our business locations. Damage or destruction that interrupts our provision of services couldadversely affect our reputation, our relationships with our clients, our leadership team’s ability to administer and supervise our business or it maycause us to incur substantial additional expenditure to repair or replace damaged equipment or delivery centers. We may also be liable to our clientsfor disruption in service resulting from such damage or destruction. While we currently have commercial liability insurance, our insurance coveragemay not be sufficient. Furthermore, we may be unable to secure such insurance coverage at premiums acceptable to us in the future or at all.Prolonged disruption of our services would also entitle our clients to terminate their contracts with us. Any of the above factors may adversely affectour business, results of operations and financial condition.We may face difficulties as we expand our operations into countries in which we have no prior operating experience.We intend to continue to expand our global footprint in order to maintain an appropriate cost structure and meet our clients’ delivery needs.This may involve expanding into countries other than those in which we currently operate. It may involve expanding into less developed countries,which may have less political, social or economic stability and less developed infrastructure and legal systems. As we expand our business into newcountries we may encounter regulatory, personnel, technological and other difficulties that increase our expenses or delay our ability to start up ouroperations or become profitable in such countries. This may affect our relationships with our clients and could have an adverse effect on ourbusiness, results of operations and financial condition.Terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operationscould adversely affect our operations and client confidence.Terrorist attacks and other acts of violence or war may adversely affect worldwide financial markets and could potentially lead to economicrecession, which could adversely affect our business, results of operations, financial condition and cash flows. These events could adversely affectour clients’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. Theseevents also pose significant risks to our people and to our delivery centers and operations around the world.Southern Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries, including India andPakistan. In recent years, military confrontations between India and Pakistan have occurred in the region of Kashmir and along the India/Pakistanborder. There have also been incidents in and near India, such as continued terrorist activity around the northern border of India, troopmobilizations along the India/Pakistan border and an aggravated geopolitical32 situation in the region. Such military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications andmaking travel more difficult. Resulting political tensions could create a greater perception that investments in companies with Indian operationsinvolve a high degree of risk, and that there is a risk of disruption of services provided by companies with Indian operations, which could have amaterial adverse effect on our share price and/or the market for our services. Furthermore, if India were to become engaged in armed hostilities,particularly hostilities that were protracted or involved the threat or use of nuclear weapons, we might not be able to continue our operations. Wegenerally do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars.If more stringent labor laws become applicable to us or if our employees unionize, our profitability may be adverselyaffected.India has stringent labor legislation that protects employee interests, including legislation that sets forth detailed procedures for disputeresolution and employee removal and legislation that imposes financial obligations on employers upon retrenchment. Though we are exempt fromsome of these labor laws at present under exceptions in some states for providers of IT-enabled services, there can be no assurance that such lawswill not become applicable to us in the future. If these labor laws become applicable to our employees, it may become difficult for us to maintainflexible human resource policies and attract and employ the numbers of sufficiently qualified candidates that we need or discharge employees, andour compensation expenses may increase significantly.In addition, our employees may in the future form unions. If employees at any of our delivery centers become eligible for union membership,we may be required to raise wage levels or grant other benefits that could result in an increase in our compensation expenses, in which case ourprofitability may be adversely affected.We may engage in strategic transactions that could create risks.As part of our business strategy, we regularly review potential strategic transactions, including potential acquisitions, dispositions,consolidations, joint ventures or similar transactions, some of which may be material. Through the acquisitions we pursue, we may seekopportunities to add to or enhance the services we provide, to enter new industries or expand our client base, or to strengthen our global presence andscale of operations. We have completed numerous acquisitions since our inception. There can be no assurance that we will find suitable candidatesin the future for strategic transactions at acceptable prices, have sufficient capital resources to accomplish our strategy, or be successful in enteringinto agreements for desired transactions.Acquisitions, including completed acquisitions, also pose the risk that any business we acquire may lose clients or employees or could under-perform relative to expectations. We could also experience financial or other setbacks if transactions encounter unanticipated problems, includingproblems related to execution, integration or unknown liabilities. Although we conduct due diligence in connection with our acquisitions, there couldbe liabilities that we fail to discover, that we inadequately assess or that are not properly disclosed to us. Any material liabilities associated with ouracquisitions could harm our business, results of operations and financial condition. Following the completion of an acquisition, we may have to relyon the seller to provide administrative and other support, including financial reporting and internal controls, to the acquired business for a period oftime. There can be no assurance that the seller will do so in a manner that is acceptable to us.Our principal shareholders exercise significant influence over us, and their interests in our business may be differentfrom yours.A significant percentage of our issued and outstanding common shares are currently beneficially owned by affiliates of Bain Capital.Following a recent offering in February 2019, Bain Capital (through its affiliates) beneficially owned approximately 17% of our outstanding commonshares as of February 15, 2019. Our shareholder agreement with Bain Capital and its co-investors provides that Bain Capital has the right todesignate for nomination four directors to our board, so long as it maintains certain minimum33 shareholding thresholds, and the shareholders party to the agreement have agreed to vote their shares for the election of such persons. The numberof directors that Bain Capital is entitled to designate for nomination is reduced if its ownership of our common shares declines below certain levelsand such right ceases if such ownership falls below 7.5% of our outstanding common shares, and also may be increased in certain circumstances.Following the February 2019 offering, given the size of its shareholding, the number of directors that Bain Capital is entitled to designate fornomination pursuant to our shareholder agreement was reduced to two.These shareholders can exercise significant influence over our business policies and affairs and all matters requiring a shareholders’ vote,including the composition of our board of directors, the adoption of amendments to our certificate of incorporation and bye-laws, the approval ofmergers or sales of substantially all of our assets, our dividend policy and our capital structure and financing. This concentration of ownership alsomay delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without thesupport of these shareholders, even if such transactions are beneficial to other shareholders. The interests of these shareholders may conflict withyour interests. Bain Capital currently holds interests in companies that compete with us and it may, from to time, make significant investments incompanies that could compete with us. In addition, pursuant to our shareholder agreement and to the extent permitted by applicable law, ourdirectors who are affiliated with Bain Capital are not required to present to us corporate opportunities (e.g., acquisitions or new potential clients) ofwhich they become aware. So long as Bain Capital owns a significant amount of our equity it will be able to strongly influence our decisions.We may become subject to taxation as a result of our incorporation in Bermuda or place of management, which wouldhave a material adverse effect on our business, results of operations and financial condition.We have received a written assurance from the Bermuda Minister of Finance under The Exempted Undertaking Tax Protection Act 1966 ofBermuda to the effect that if there is enacted in Bermuda any legislation imposing tax computed on profits or income, or computed on any capitalasset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to usor to any of our operations or common shares, debentures or other obligations or securities until March 31, 2035, except insofar as such tax appliesto persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda. We cannot assure you thatafter such date we would not be subject to any such tax. If we were to become subject to taxation in Bermuda or any other jurisdiction as a result ofour incorporation in Bermuda, it could have a material adverse effect on our business, results of operations and financial condition.The introduction of economic substance requirements in Bermuda could adversely affect us.Harmful tax practices have become the focus of increased scrutiny from the European Union. The Council of the European Union adopted aresolution on a code of conduct for business taxation directed at counteracting the effects of zero tax and preferential tax regimes around theworld. In 2017, the Code of Conduct Group (Business Taxation) (“COCG”) investigated the tax policies of both European Union member states andnon-European Union member states, assessing tax transparency, fair taxation and the implementation of anti–base erosion and profit shiftingmeasures.Following assessment by the COCG, Bermuda was included in a list of jurisdictions which are required by the European Union to addressconcerns of the COCG relating to the demonstration of economic substance. On December 31, 2018, the Bermuda Government implementedlegislation which brought certain substance requirements into force with effect from January 1, 2019 for newly-incorporated entities, and with effectfrom July 1, 2019 for currently existing entities. The introduction of the substance regime in Bermuda may present difficulties for us. There is not yetany guidance on what would constitute “adequate substance” under the newly-implemented legislation. The new substance requirements could bedifficult to manage in a short timeframe for implementation and compliance and could have a material adverse effect on us or our operations.34 We may not be able to realize the entire book value of goodwill and other intangible assets from acquisitions.As of December 31, 2018, we had $1,393.8 million of goodwill and $177.1 million of intangible assets. We periodically assess these assets todetermine if they are impaired and we monitor for impairment of goodwill relating to all acquisitions and our formation in 2004. Goodwill is notamortized but is tested for impairment at least on an annual basis as of December 31 of each year, based on a number of factors including macro-economic conditions, industry and market considerations, overall financial performance, business plans and expected future cash flows. Impairmenttesting of goodwill may also be performed between annual tests if an event occurs or circumstances change that would more likely than not reduce thefair value of goodwill below its carrying amount. We perform an assessment of qualitative factors to determine whether the existence of events orcircumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based onthe results of the qualitative assessment, the Company performs the quantitative assessment of goodwill impairment if it determines that it is morelikely than not that the fair value of a reporting unit is less than its carrying amount. If the book value of our goodwill and other intangible assets isimpaired, any such impairment would be charged to earnings in the period of impairment. We cannot assure you that future impairment of goodwilland other intangible assets will not have a material adverse effect on our business, financial condition or results of operations.35 Risks Related to our SharesFuture sales of our common shares could cause our share price to decline.Sales of substantial amounts of common shares by our employees and other shareholders, or the possibility of such sales, may adverselyaffect the price of our common shares and impede our ability to raise capital through the issuance of equity securities. Following an offering inFebruary 2019, Bain Capital (through its affiliates) and its co-investors beneficially owned approximately 20% of our outstanding common shares asof February 15, 2019. Subject to certain restrictions set forth in our shareholder agreement with Bain Capital and its co-investors, such shareholdersare able to sell their common shares in the public market from time to time without registering them, subject to certain limitations on the timing,amount and method of those sales imposed by Rule 144 under the Securities Act of 1933, as amended.Pursuant to our shareholder agreement, Bain Capital has the right, subject to certain conditions and with certain exceptions, to require us tofile registration statements covering all of the common shares it owns or to include those common shares in registration statements that we may filefor ourselves or for another holder of our common shares. Following their registration and sale under the applicable registration statement, thoseshares will become freely tradable. By exercising their registration rights and selling a large number of common shares, these holders could causethe price of our common shares to decline. In addition, the perception in the public markets that sales by them might occur could also adversely affectthe market price of our common shares.There can be no assurance that we will continue to declare and pay dividends on our common shares, and futuredeterminations to pay dividends will be at the discretion of our board of directors.Prior to 2017, we did not declare regular dividends. In February 2017, we announced the declaration of the first quarterly cash dividend onour common shares in the amount of $0.06 per common share. In February 2018, we announced an increase in our quarterly cash dividend to$0.075 per common share, and in February 2019 we announced an increase in our quarterly cash dividend to $0.085 per share, representing aplanned annual dividend of $0.34 per share. Any determination to pay dividends to holders of our common shares in the future, including futurepayment of a regular quarterly cash dividend, will be at the discretion of our board of directors and will depend on many factors, including ourfinancial condition, results of operations, general business conditions, statutory requirements under Bermuda law and any other factors our board ofdirectors deems relevant. Our ability to pay dividends will also continue to be subject to restrictive covenants contained in credit facility agreementsgoverning indebtedness we and our subsidiaries have incurred or may incur in the future. In addition, statutory requirements under Bermuda lawcould require us to defer making a dividend payment on a declared dividend date until such time as we can meet statutory requirements underBermuda law. A reduction in, delay of, or elimination of our dividend payments could have a negative effect on our share price.We are organized under the laws of Bermuda, and Bermuda law differs from the laws in effect in the United States andmay afford less protection to shareholders.Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a state of theUnited States. As a Bermuda company, we are governed by, in particular, the Companies Act. The Companies Act differs in some material respectsfrom laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers,amalgamations, takeovers and indemnification of directors.36 Generally, the duties of directors and officers of a Bermuda company are owed to the company only. Shareholders of Bermuda companiesgenerally do not have the right to take action against directors or officers of the company except in limited circumstances. Directors of a Bermudacompany must, in exercising their powers and performing their duties, act honestly and in good faith with a view to the best interests of the company,exercising the care and skill that a reasonably prudent person would exercise in comparable circumstances. Directors have a duty not to putthemselves in a position in which their duties to the company and their personal interests may conflict and also are under a duty to disclose anypersonal interest in any material contract or arrangement with the company or any of its subsidiaries. If a director of a Bermuda company is found tohave breached his or her duties to that company, he may be held personally liable to the company in respect of that breach of duty. A director may beliable jointly and severally with other directors if it is shown that the director knowingly engaged in fraud or dishonesty (with such unlimited liabilityas the courts shall direct). In cases not involving fraud or dishonesty, the liability of the director will be determined by the Supreme Court of Bermudaor other Bermuda court (with such liability as the Bermuda court thinks just) who may take into account the percentage of responsibility of thedirector for the matter in question, in light of the nature of the conduct of the director and the extent of the causal relationship between his or herconduct and the loss suffered.In addition, our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf,against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to takeany action, in the performance of his or her duties, except with respect to any matter involving or arising out of any fraud or dishonesty on the part ofthe officer or director or to matters which would render it void pursuant to the Companies Act. This waiver limits the rights of shareholders to assertclaims against our officers and directors unless the act or failure to act involves fraud or dishonesty. Therefore, our shareholders may have moredifficulty protecting their interests than would shareholders of a corporation incorporated in a state within the United States.The market price for our common shares has been and may continue to be volatile.The market price for our common shares has been and may continue to be volatile and subject to price and volume fluctuations in response tomarket and other factors, some of which are beyond our control. Among the factors that could affect our stock price are: •actual or anticipated fluctuations in our quarterly and annual operating results; •changes in financial estimates by securities research analysts; •changes in the economic performance or market valuations of other companies engaged in providing business process and informationtechnology services; •loss of one or more significant clients; •addition or loss of executive officers or key employees; •regulatory developments in our target markets affecting us, our clients or our competitors; •announcements of technological developments; •limited liquidity in our trading market; •sales or expected sales of additional common shares, either by us or any of our shareholders, or purchases or expected purchases ofcommon shares, including by us under existing or future share repurchase programs, which purchases are at the discretion of our boardof directors and may not continue in the future; •terrorist attacks or natural disasters or other such events impacting countries where we or our clients have operations; and •actions or announcements by activist shareholders or others.37 In addition, securities markets generally and from time to time experience significant price and volume fluctuations that are not related to theoperating performance of particular companies. These market fluctuations may have a material adverse effect on the market price of our commonshares.You may be unable to effect service of process or enforce judgments obtained in the United States or Bermuda againstus or our assets in the jurisdictions in which we or our executive officers operate.We are incorporated and organized under the laws of Bermuda, and a significant portion of our assets are located outside the United States. Itmay not be possible to enforce court judgments obtained in the United States against us in Bermuda or in countries, other than the United States,where we have assets based on the civil liability or penal provisions of the federal or state securities laws of the United States. In addition, there issome doubt as to whether the courts of Bermuda and other countries would recognize or enforce judgments of United States courts obtained againstus or our directors or officers based on the civil liability or penal provisions of the federal or state securities laws of the United States or would hearactions against us or those persons based on those laws. We have been advised by Appleby (Bermuda) Limited, our Bermuda counsel, that the UnitedStates and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercialmatters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability,whether or not based solely on United States federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, thosejudgments may not be enforceable in countries, other than the United States, where we have assets.Item 1B. Unresolved Staff CommentsNone.Item 2. PropertiesWe have delivery centers in 17 countries. Our only material properties are our premises in India at Phase V, Gurgaon, which comprisesapproximately 212,531 square feet, and Uppal, Hyderabad which comprises approximately 449,286 square feet, both of which we own. We have amixture of owned and leased properties and substantially all of our leased properties are leased under long-term leases with varying expiration dates.We believe that our properties and facilities are suitable and adequate for our present purposes and are well-maintained.Item 3. Legal ProceedingsThere are no legal proceedings pending against us that we believe are likely to have a material adverse effect on our business, results ofoperations and financial condition.Item 4. Mine Safety DisclosuresNot applicable. 38 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesStock Price Information and StockholdersThe principal market on which the Company’s common shares are traded is the New York Stock Exchange under the symbol “G.” As ofJanuary 31, 2019, there were 15 holders of record of our common shares. The following graph and table compare the performance of an investment in our common shares (measured as the cumulative totalshareholder return) with investments in the S&P 500 Index (capitalization weighted) and a peer group of companies for the period from January 1,2014 to December 31, 2018. The selected peer group for the period presented is comprised of six companies that we believe are our closest reportingissuer competitors: Accenture plc, Cognizant Technology Solutions Corp., ExlService Holdings, Inc., Infosys Technologies Limited, WiproTechnologies Limited, and WNS (Holdings) Limited. The returns of the component entities of our peer group index are weighted according to themarket capitalization of each company as of the beginning of each period for which a return is presented. The returns assume that $100 was investedon December 31, 2013 and that all dividends were reinvested. The performance shown in the graph and table below is historical and should not beconsidered indicative of future price performance. 3/31/146/30/149/30/1412/31/143/31/15Genpact94.8395.4388.84103.05126.57Peer Group99.4097.2098.92105.85118.51S&P 500101.81107.14108.34113.69114.77 6/30/159/30/1512/31/153/31/166/30/16Genpact116.11128.52135.98148.01146.11Peer Group115.18122.45120.05131.66126.87S&P 500115.09107.68115.26116.82119.68 9/30/1612/31/163/31/176/30/179/30/17Genpact130.38132.50135.11152.19157.55Peer Group118.79119.27124.55129.62138.52S&P 500124.29129.05136.88141.10147.42 39 12/31/173/31/186/30/189/30/1812/31/18Genpact174.26176.05159.62169.31149.70Peer Group149.16155.19162.33167.81146.03S&P 500157.22156.03161.38173.83150.33 This graph is not deemed to be “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, and should not bedeemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Securities Exchange Act of1934.DividendsIn February 2018, our board of directors approved a 25% increase in our quarterly cash dividend to $0.075 per common share, representing aplanned annual dividend of $0.30 per common share. In 2018, dividends were declared in February, May, July and October and paid in March,June, September and December. In February 2019, our board of directors approved an approximately 13% increase in our quarterly cash dividend to$0.085 per common share, representing a planned annual dividend of $0.34 per common share for 2019. Any future dividends will be at thediscretion of the board of directors and subject to Bermuda and other applicable laws.Unregistered Sales of Equity SecuritiesNone.Purchase of Equity Securities by the Issuer and Affiliated PurchasersShare repurchase activity during the three months ended December 31, 2018 was as follows: Period Total Number of SharesPurchased Average Price Paid perShare ($) Total Number of SharesPurchased as Part of PubliclyAnnounced Plan or Program Approximate Dollar Valueof Shares that May Yet BePurchased Under the Planor Program ($) October 1-October 31, 2018 — — — 327,997,960 November 1-November 30,2018 806,310 29.71 806,310 304,041,985 December 1-December 31,2018 — — — 304,041,985 In February 2017, our board of directors authorized a $500 million increase to our existing $750 million share repurchase program, firstannounced in February 2015, bringing the total authorization under our existing program to $1.25 billion. This repurchase program does notobligate us to acquire any specific number of shares and does not specify an expiration date. All shares repurchased under the plan have beencancelled. See Note 19—“Capital stock” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial StatementSchedules” for additional information.Item 6. Selected Financial DataThe table below presents selected historical financial data.We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Financialdata as of December 31, 2017 and 2018 and for the three-year period ended December 31, 2018 have been derived from our audited consolidatedfinancial statements included elsewhere in this Annual Report on Form 10-K. Financial data as of December 31, 2014, 2015 and 2016 and for theyears ended December 31, 2014 and 2015 have been derived from our audited consolidated financial statements not included in this Annual Report onForm 10-K.40 You should read the selected financial data below together with the financial statements included herein and Item 7—“Management’sDiscussion and Analysis of Financial Condition and Results of Operations.” Year ended December 31, 2014 2015 2016 2017 2018 (dollars and share count in millions, except per share data) Statement of income data: Total net revenues$ 2,279.4 $ 2,461.0 $ 2,570.8 $ 2,736.9 $ 3,000.8 Income from operations$ 294.0 $ 334.2 $ 341.2 $ 331.3 $ 348.2 Net income available to Genpact Limited commonshareholders$ 192.0 $ 239.8 $ 269.7 $ 263.1 $ 282.0 Earnings per common share Basic$ 0.87 $ 1.11 $ 1.30 $ 1.36 $ 1.48 Diluted$ 0.85 $ 1.09 $ 1.28 $ 1.34 $ 1.45 Weighted average number of common shares used incomputing earnings percommon share Basic220.8 216.6 206.9 193.9 190.7 Diluted225.2 219.1 210.1 197.0 194.0 Cash dividend per common share$— $— $— $0.24 $ 0.30 As of December 31, 2014 2015 2016 2017 2018 (dollars in millions) Balance sheet data: Cash and cash equivalents$ 461.8 $ 450.9 $ 422.6 $ 504.5 $ 368.4 Total assets 2,742.5 2,793.5 2,885.9 3,449.6 3,529.4 Long-term debt, including current portion 653.6 776.5 737.3 1,045.9 1,009.1 Genpact Limited shareholders’ equity$ 1,285.1 $ 1,304.4 $ 1,286.6 $ 1,424.0 $ 1,404.2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion should be read in conjunction with our audited consolidated financial statements and the related notes thatappear elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion includes forward-lookinginformation that involves risks and assumptions, which could cause actual results to differ materially from management’s expectations. See“Special Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.OverviewOur 2018 revenues were $3.001 billion, an increase of 10% year-over-year, or 9% on a constant currency basis. See “Net Revenues” below foran explanation of how we calculate net revenue growth on a constant currency basis, which is a non-GAAP financial measure.41 Net RevenuesRevenue by top clients. The table below sets forth the percentage of our total net revenues derived from our largest clients, including GE, inthe years ended December 31, 2016, 2017 and 2018: Percentage of Total Net Revenues Year ended December 31, 2016 2017 2018 Top five clients 24.3% 20.3% 21.9%Top ten clients 33.3% 29.2% 31.5%Top fifteen clients 39.7% 35.9% 37.9%Top twenty clients 44.4% 40.9% 42.8% We earn revenues pursuant to contracts that generally take the form of a master service agreement, or MSA, which is a framework agreementthat is then supplemented by statements of work, or SOWs. Our MSAs specify the general terms applicable to the services we will provide. Our MSAsare generally for terms of three to seven years, although they may also have an indefinite term or be for terms of less than three years. In most casesthey do not specify pricing terms or obligate the client to purchase a particular amount of services. We then enter into SOWs under an MSA, whichspecify particular services to be provided and the pricing terms. Most of our revenues are from SOWs with terms of two to five years. We typically havemultiple SOWs under any given MSA, and the terms of our SOWs vary depending on the nature of the services provided. We seek to develop long-termrelationships with our clients. We believe that these relationships best serve our clients as they create opportunities for us to provide a variety ofservices using the full range of our capabilities and to deliver continuous process improvement.New business proposals are reviewed in line with our strategy to target specific industry verticals and geographical markets. We begin eachyear with a set of named accounts, including prospective clients with operations in our target areas, and all opportunities during the year arereviewed by business leaders from the applicable industry vertical, operations personnel, and members of our finance team. In this way, we try toensure that contract terms meet our pricing, cash and service objectives. See Item 1—“Business—Sales and marketing.”There are a variety of aspects to our pricing of contracts. Under some of our MSAs, we are able to share a limited amount of inflation andcurrency exchange risk for engagements lasting longer than 12 months. Many of our MSAs also provide that, under transaction-based and fixed-price SOWs, we are entitled to retain a portion of certain productivity benefits we achieve. However, some of our MSAs and SOWs require certainminimum productivity benefits to be passed on to our clients. Once an MSA and related SOWs are signed and production of services commences, ourrevenues and expenses increase as services are ramped up to the agreed upon level. In many cases, we may have opportunities to increase ourmargins over the life of an MSA or SOW, driven by a number of factors. Our revenues include gains or losses arising upon the maturity of qualifiedcash flow hedges.Under our services agreements with GE, GE has the right to terminate the MSA or any SOW in whole or in part for any reason by providing uswith a short period of advance notice. GE is not obligated to provide us with any exclusivity or opportunity to work on GE projects and GE is notrequired to purchase a minimum amount of services from us.Although some decisions about our services may be made centrally at GE, the total level of business we receive from GE generally depends onthe decisions of the various operating managers of the GE businesses we serve. Because our business from GE is derived from a variety of businesseswithin GE, our exposure to GE is diversified in terms of industry risk. See Item 1A—“Risk Factors— GE accounts for a significant portion of ourrevenues and any material loss of business from, or change in our relationship with, GE could have a material adverse effect on our business, resultsof operations and financial condition.”Classification of certain net revenues. We classify our net revenues in two categories: net revenues from GE and net revenues from GlobalClients. Net revenues from Global Clients consist of revenues from services provided to all clients other than GE and the companies in which GEowns 20% or less of the outstanding equity interest. If GE ceases to own at least 20% of a business we serve, we reclassify the revenues from suchbusiness as Global Client revenues following the divestiture. Prior to 2016, we42 reclassified revenues from these divested GE businesses as Global Client revenues in each fiscal quarter beginning on the date of divestiture.However, beginning with 2016, we reclassify such revenue as Global Client revenue only at the end of each fiscal year. We believe that this allows usto provide a more consistent view of quarterly trends underlying our Global Client and GE businesses. After reclassifying $69.7 million of revenuesfrom businesses that GE divested in 2016, our 2016 revenues from Global Clients and GE were $2,212.9 million and $357.9 million, respectively. Theimpact of the reclassification of revenue from divested GE businesses to Global Client revenue in 2017 and 2018 was immaterial.In many cases, we have continued to perform services for GE-divested businesses following their divestiture by GE even though they were notobligated by the GE MSA to continue to use our services. In such cases, we have either entered into new MSAs with respect to such businessesfollowing their divestiture by GE or agreed with such businesses to continue to work pursuant to the terms agreed to by GE. We are currentlyundertaking efforts, and plan to continue efforts, to procure engagements with the businesses that GE divests as part of its GE Capital divestitures.In 2016, we also reclassified revenue from our 2016 acquisitions of Endeavour Software Technologies Private Limited and PNMSoft Ltd. asrevenue from BPO services rather than revenue from IT services to better align with the digital business process client solutions derived from thesebusinesses. After reclassifying $12.4 million of revenues from these acquisitions, our 2016 revenues from BPO and IT services were $2,083.4 millionand $487.3 million, respectively.Expenses. Personnel expenses are a major component of both our cost of revenue and our selling, general and administrative expenses.Personnel expenses include salaries and benefits (including stock-based compensation) as well as costs related to recruiting and training. Personnelexpenses are allocated between cost of revenue and selling, general and administrative expenses based on the classification of the employee. Stock-based compensation and depreciation and amortization expense are allocated between cost of revenue and selling, general and administrativeexpenses based on an employee’s function.Our industry is labor-intensive. Wage levels in the countries in which our delivery centers are located have historically increased on a year-over-year basis. We attempt to address the impact of wage increases, and pressures to increase wages, in a number of ways, which include seeking tocontrol entry-level wages, managing our attrition rate, delivering productivity and “right-skilling,” which refers to ensuring that positions are notfilled by overqualified employees. We try to control increases in entry-level wages by implementing innovative recruiting policies, utilizing continuoustraining techniques, emphasizing promotion opportunities and maintaining an attractive work atmosphere and company culture.In planning capacity expansion, we look for locations that help us ensure global delivery capability while helping us control average salarylevels. In India and in other countries where we may open multiple locations, we try to expand into cities where competition for personnel and wagelevels may be lower than in more developed cities. In addition, under some of our contracts we have the ability to share with our clients a portion ofany increase in costs due to inflation. Nevertheless, despite these steps, we expect general increases in wage levels in the future, which couldadversely affect our margins. A significant increase in attrition rates would also increase our recruiting and training costs and decrease our operatingefficiency, productivity and profit margins. Increased attrition rates or increased pricing may also cause some clients to be less willing to use ourservices. See Item 1A—“Risk Factors—Wage increases in the countries in which we have operations may prevent us from sustaining our competitiveadvantage and may reduce our profit margin.”Our operational expenses include facilities maintenance expenses, travel and living expenses, IT expenses, and consulting and certain otherexpenses. Consulting charges, consisting of the cost of consultants and contract employees with specialized skills who are directly responsible forthe performance of services for clients, are included in cost of revenue. Facilities maintenance expenses and certain other expenses are allocatedbetween cost of revenue and selling, general and administrative expenses based on the employee’s function.Cost of revenue. The principal component of cost of revenue is personnel expenses. We include in cost of revenue all personnel expenses foremployees who are directly responsible for the performance of services for clients, their supervisors and certain support personnel who may bededicated to a particular43 client or a set of processes. Travel and living expenses are included in cost of revenue if the personnel expense for the employee incurring suchexpense is included in cost of revenue. These expenses include gains or losses that arise upon the maturity of qualified cash flow hedges.The ratio of cost of revenue to revenues for any particular SOW or for all SOWs under an MSA is typically higher in the early periods of thecontract or client relationship than in later periods. This is because the number of supervisory and direct support personnel relative to the number ofemployees who are performing services declines. It is also because we may retain a portion of the benefit of productivity increases realized over time.Selling, general and administrative expenses. Our selling, general and administrative, or SG&A, expenses are primarily comprised ofpersonnel expenses for senior management, corporate personnel in enabling functions such as human resources, finance, legal, marketing, salesand sales-related personnel, and other support personnel. The operational costs component of SG&A expenses also includes travel and living costsfor such personnel. Additionally, the operational costs component of SG&A expenses includes professional fees, which represent the costs of third-party legal, tax, accounting and other advisors, and an allowance for doubtful receivables. These expenses include gains or losses that arise upon thematurity of qualified cash flow hedges.Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization expenses relating tointangible assets acquired through acquisitions.Other operating (income) expense, net. Other operating (income) expense, net primarily consists of the impact of the change in the fairvalue of earn-out consideration relating to business acquisitions and certain operating losses resulting from the impairment of property, plant andequipment and intangible assets.Foreign exchange gains (losses), net. Foreign exchange gains (losses), net, primarily consist of gains or losses on the re-measurement ofnon-functional currency assets and liabilities. In addition, it includes gains or losses from derivative contracts entered into to offset the impact of there-measurement of non-functional currency assets and liabilities. It also includes the realized and unrealized gains or losses on derivative contractsthat do not qualify for hedge accounting.We also enter into derivative contracts to offset the impact of the re-measurement of non-functional currency expenditures and income. Thegains or losses on derivative contracts that qualify for hedge accounting are deferred and included under other comprehensive income (loss) until thederivative contracts mature, at which time the gains or losses on such cash flow hedges are classified as net revenues, cost of revenue or selling,general and administrative expenses based on the underlying risk being hedged. See Note 2—“Summary of significant accounting policies” to ourconsolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules’’ and Item 7A—“Quantitative and QualitativeDisclosures about Market Risk—Foreign Currency Risk.”Approximately 76% of our fiscal 2018 revenues were earned in U.S. dollars. We also received payments in euros, U.K. pounds sterling,Australian dollars, Chinese renminbi, Japanese yen and Indian rupees. Our costs are primarily in Indian rupees, as well as in U.S. dollars, Chineserenminbi, euros and the currencies of the other countries in which we have operations. While some of our contracts provide for limited sharing of therisk of inflation and fluctuations in currency exchange rates, we bear a substantial portion of this risk, and therefore our operating results could benegatively affected by adverse changes in wage inflation rates and foreign currency exchange rates. See our discussion of wage inflation under“Expenses” above. We enter into forward currency contracts, which are generally designed to qualify for hedge accounting, in order to hedge most ofour cost currency exposure between the U.S. dollar and the Indian rupee and Mexican peso, and between the euro and the Romanian leu, and ourrevenue currency exposure between the U.S. dollar and the pound sterling, Australian dollar, Philippine peso and euro, and between the Chineserenminbi and the Japanese yen. However, our ability to hedge such risks is limited by local law, the liquidity of the market for such hedges and otherpractical considerations. Thus, our results of operations may be adversely affected if we are not able to enter into the desired hedging arrangements orif our hedging strategies are not successful. See Note 2—“Summary of significant accounting policies” to our consolidated financial statements underPart IV, Item 15—“Exhibits and Financial Statement Schedules” for additional information.44 Interest income (expense), net. Interest income (expense), net consists primarily of interest expense on indebtedness, including resultingfrom interest rate swaps, capital lease obligations, interest adjustments relating to earn-out consideration in connection with certain acquisitions,certain items related to debt restructuring, and interest income on certain deposits. We manage a portion of our interest rate risk related to floatingrate indebtedness by entering into interest rate swaps under which we receive floating rate payments based on the greater of LIBOR and the floor rateunder our term loan and make payments based on a fixed rate.Other income (expense), net. Other income (expense), net primarily includes the gain or loss on the divestitures of certain businesses andcertain government incentives received by our subsidiaries.Net loss (income) attributable to redeemable non-controlling interest. Non-controlling interest primarily refers to the loss associated withthe redeemable non-controlling interest in the operations of SSE, which we acquired in the first quarter of 2016. We purchased the remainder of theoutstanding equity interest in SSE in the first quarter of 2018. See Note 3—“Business acquisitions and divestiture” to our consolidated financialstatements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.” Equity-method investment activity, net. Equity-method investment activity, net primarily represents our share of loss in a non-consolidated affiliate that we divested on June 30, 2017.Income taxes. We are incorporated in Bermuda and have operations in many countries. Our effective tax rate has historically varied andwill continue to vary from year to year based on the tax rate in our jurisdiction of organization, the geographical sources of our earnings and the taxrates in those countries, the tax relief and incentives available to us, the financing and tax planning strategies employed by us, changes in tax lawsor the interpretation thereof, and movements in our tax reserves, if any.Bermuda taxes. We are organized in Bermuda. Bermuda does not impose any income tax on us.Indian taxes. Indian SEZ legislation provides for a 15-year tax holiday scheme for operations established in designated special economiczones, or SEZs. Under the SEZ legislation, qualifying operations are eligible for a deduction from taxable income equal to (i) 100% of their profits orgains derived from the export of services for a period of five years from the commencement of operations; (ii) 50% of such profits or gains for the nextfive years; and (iii) 50% of such profits or gains for an additional period of five years, subject to the creation of a “Special Economic Zone Re-investment Reserve Account,” to be utilized only for acquiring new plant or machinery or for other business purposes, not including the distributionof dividends. This holiday is available only for new business operations that are conducted at qualifying SEZ locations and is not available tooperations formed by splitting up or reconstructing existing operations or transferring existing plant and equipment (beyond prescribed limits) tonew locations. During the last ten years, we established new delivery centers that we believe are eligible for the SEZ benefits. However, we cannotforecast what percentage of our operations or income in India will in the future be eligible for SEZ benefits, as this will depend on how much of ourbusiness can be conducted at the qualifying locations and how much of that business can be considered to meet the restrictive conditions describedabove.Our tax expense will increase as a result of the expiration of our tax holidays, and our after-tax profitability will be materially reduced, unlesswe can obtain comparable benefits under new legislation or otherwise reduce our tax liability.Additionally, the governments of foreign jurisdictions from which we deliver services may assert that certain of our clients have a “permanentestablishment” in such jurisdictions by reason of the activities we perform on their behalf, particularly those clients that exercise control over or havesubstantial dependency on our services. Such an assertion could affect the size and scope of the services requested by such clients in the future.Transfer pricing. We have transfer pricing arrangements among our subsidiaries involved in various aspects of our business, includingoperations, marketing, sales and delivery functions. U.S. and Indian transfer pricing regulations, as well as the regulations applicable in the othercountries in which we operate, require that any international transaction involving affiliated enterprises be made on arm’s-length terms. Weconsider the transactions among our subsidiaries to be substantially on arm’s-length45 pricing terms. If, however, a tax authority in any jurisdiction reviews any of our tax returns and determines that the transfer prices we have appliedare not appropriate, or that other income of our affiliates should be taxed in that jurisdiction, we may incur increased tax liability, including accruedinterest and penalties, which would cause our tax expense to increase, possibly materially, thereby reducing our profitability and cash flows.Other taxes. We have operating subsidiaries in other countries, including Australia, Brazil, Canada, China, the Czech Republic, Germany,Guatemala, Hungary, Israel, Japan, Kenya, Latvia, Malaysia, Mexico, the Netherlands, New Zealand, the Philippines, Poland, Romania,Singapore, Slovakia, South Africa, the United Kingdom and the United States, as well as sales and marketing subsidiaries in certain jurisdictions,including the United States and the United Kingdom, which are subject to tax in such jurisdictions.In 2009, one of our subsidiaries in China obtained a ruling from the Government of China certifying it to be a Technologically AdvancedService Enterprise. As a result, that subsidiary was subject to a lower corporate income tax rate of 15%, initially for a three-year period that began in2009, which was extended through December 31, 2018, subject to the fulfillment of certain conditions. Our delivery centers also enjoy corporate taxholidays or concessional tax rates in certain other jurisdictions, including the Philippines and Israel. These tax concessions will expire over the nextfew years, possibly increasing our overall tax rate.Our ability to repatriate surplus earnings from our foreign subsidiaries in a tax-efficient manner is dependent upon interpretations of locallaws, possible changes in such laws and the renegotiation of existing double tax avoidance treaties. Changes to any of these may adversely affect ouroverall tax rate.Tax audits. Our tax liabilities may also increase, including due to accrued interest and penalties, if the applicable income tax authorities inany jurisdiction, during the course of any audits, were to disagree with any of our tax return positions. Through the period ended December 30, 2004,we have an indemnity from GE for any additional taxes attributable to periods prior to December 30, 2004.Tax losses and other deferred tax assets. Our ability to utilize our tax loss carry-forwards and other deferred tax assets and credits may beaffected if our profitability deteriorates or if new legislation is introduced that changes carry-over or crediting rules. Additionally, reductions inenacted tax rates may affect the value of our deferred tax assets and our tax expense.Certain AcquisitionsFrom time to time we may make acquisitions or engage in other strategic transactions if suitable opportunities arise, and we may use cash,securities, other assets or a combination thereof as consideration.On August 30, 2018, we acquired 100% of the outstanding equity/partnership interests in Barkawi Management Consultants GmbH & Co.KG, a German limited partnership, and certain affiliated entities in the United States, Germany and Austria (collectively referred to as “Barkawi”) fortotal purchase consideration of $101.3 million. This amount includes cash consideration of $95.6 million, net of cash acquired of $5.7 million. Thisacquisition enhances our supply chain management consulting capabilities. Goodwill arising from the acquisition amounted to $81.3 million, whichhas been allocated to our India reporting unit and is partially deductible for tax purposes. The goodwill represents primarily the acquired consultingexpertise, operating synergies and other benefits expected to result from combining the acquired operations with those of our existing operations.On July 3, 2018, we acquired 100% of the outstanding equity interest in Commonwealth Informatics Inc. (“Commonwealth”), aMassachusetts corporation, for preliminary purchase consideration of $17.6 million. This amount includes cash consideration of $16.1 million, netof cash acquired of $1.5 million, and preliminary adjustments for working capital and indebtedness. This acquisition enhances our signalmanagement and pharmacovigilance capabilities for clients in the life sciences industry. Goodwill arising from the acquisition amounted to $11.2million, which has been allocated to our India reporting unit and is deductible for tax purposes. The goodwill represents primarily the acquiredcapabilities, operating synergies and other benefits expected to result from combining the acquired operations with our existing operations.46 On January 8, 2016, we acquired 51% of the outstanding equity interest in Strategic Sourcing Excellence LLC (“SSE”), a Delaware limitedliability company, for total consideration of $14.5 million. This amount includes the fair value of earn-out consideration and cash consideration of$2.6 million, adjusted for working capital, transaction expenses, indebtedness and measurement period adjustments, which did not have asignificant impact on our consolidated statements of income, balance sheets or cash flows in the periods in which the adjustments were made. Thisacquisition strengthens our procurement consulting, transformation and strategic sourcing capabilities. The equity purchase agreement between usand the selling equity holders provides for contingent earn-out consideration of up to $20.0 million, payable by us to the selling equity holders basedon the performance of SSE following closing relative to the thresholds specified in the earn-out calculation. Up to $9.8 million of the total potentialearn-out consideration, representing the selling equity holders’ redeemable, non-controlling 49% interest in SSE, was payable by us to the sellingequity holders only if either the put or call option, each as described below, was exercised. Goodwill arising from the acquisition amounted to $14.4million, which has been allocated to our India reporting unit and is deductible for tax purposes. The goodwill represents future economic benefits weexpect to derive from our expanded presence in the sourcing and procurement consulting domains, operating synergies and other anticipated benefitsof combining the acquired operations with our existing operations. The equity purchase agreement granted us a call option to purchase theremaining 49% equity interest in SSE, which option we had the right to exercise between January 1, 2018 and January 31, 2018. As we did notexercise our call option during such period, the selling equity holders exercised their put option on March 1, 2018 in accordance with the terms of theequity purchase agreement to require us to purchase their 49% interest in SSE for $3.0 million. We also paid the selling equity holders $1.8 million inearn-out consideration in the first quarter of 2018.On September 5, 2017, we acquired 100% of the outstanding equity interest in TandemSeven, Inc. (“TandemSeven”), a Massachusettscorporation, for total purchase consideration of $35.6 million. This amount includes cash consideration of $31.8 million, net of cash acquired of$3.9 million, and an adjustment for working capital and indebtedness. TandemSeven’s focus on improving the design of customer experiencescomplements our existing capabilities aimed at transforming clients’ processes end-to-end. Goodwill arising from the acquisition amounted to $25.2million, which has been allocated to our India reporting unit and is deductible for tax purposes. The goodwill represents primarily the acquiredexpertise, operating synergies and other benefits expected to result from combining the acquired operations with our existing operations.On May 3, 2017, we acquired 100% of the outstanding equity interest in each of BrightClaim LLC, a Delaware limited liability company,BrightServe LLC, a Georgia limited liability company, National Vendor LLC, a Delaware limited liability company, and BrightClaim Blocker, Inc., aDelaware corporation (collectively referred to as “BrightClaim”). The total purchase consideration for the acquisition of BrightClaim was $56.5million. This amount includes cash consideration of $52.4 million, net of cash acquired of $4.0 million, adjusted for working capital, net debt,transaction expenses and measurement period adjustments which did not have a significant impact on our consolidated statements of income,balance sheets or cash flows in the applicable adjustment periods. This acquisition enhances our breadth and depth of service offerings for clients inthe insurance industry. Goodwill arising from the acquisition amounted to $42.6 million, which has been allocated to our India reporting unit and ispartially deductible for tax purposes. The goodwill represents primarily the capabilities, operating synergies and other benefits expected to be derivedfrom combining the acquired operations with our existing operations.On April 13, 2017, we acquired 100% of the outstanding equity interest in RAGE Frameworks, Inc. (“RAGE”), a Delaware corporation, fortotal purchase consideration of $125.3 million. This amount includes cash consideration of $124.1 million, net of cash acquired of $1.6 million, andan adjustment for working capital and indebtedness. This acquisition enhances our digital and artificial intelligence capabilities by addingknowledge-based automation technology and services. Goodwill arising from the acquisition amounted to $105.5 million, which has been allocatedto our India reporting unit and is not deductible for tax purposes. The goodwill represents primarily the acquired digital and artificial intelligencecapabilities, operating synergies and other benefits expected to be derived from combining the acquired operations with our existing operations.47 During 2017, we also completed five individually immaterial business acquisition transactions, namely the acquisition of a supply chainmanagement delivery center in the U.S. (“U.S. Delivery Center”), the purchase of all of the outstanding equity interest in OnSource, LLC(“OnSource”), the purchase of the IT business of Birlasoft (“Birlasoft”), the purchase of the image processing business of Fiserv Solutions of AustraliaPty Ltd. (“Fiserv”) and the purchase of all of the outstanding equity interest in Lease Dimensions, Inc. (“Lease Dimensions”). The aggregate totalconsideration to consummate these acquisitions was $87.6 million. This aggregate amount includes the fair value of contingent earn-outconsideration, cash consideration of $76.6 million, net of cash acquired of $0.3 million, and adjustments for closing date working capital,indebtedness, value transfer, seller transaction expenses and certain employee-related liabilities.The U.S. Delivery Center acquisition enhances our supply chain management capabilities for clients in the consumer packaged goodsindustry. The OnSource acquisition brings incremental digital capabilities to our insurance service offerings. The Birlasoft transaction expands ourend-to-end capabilities for clients in the healthcare and aviation industries. The Fiserv transaction strengthens our financial services portfolio andexpands our Australia footprint. The Lease Dimensions acquisition enhances our capabilities in commercial lending and leasing.The purchase agreement for the acquisition of the U.S. Delivery Center provides for contingent earn-out consideration ranging from $0 to$10.0 million, payable by us to the seller based on the achievement of certain milestones relative to the thresholds specified in the earn-outcalculation. The purchase agreement for the Lease Dimensions acquisition provides for contingent earn-out consideration ranging from $0 to $3.0million, payable by us to the sellers based on the performance of the business following closing relative to the thresholds specified in the earn-outcalculation.Goodwill arising from these acquisitions amounted to $56.5 million. This goodwill represents primarily the capabilities, operating synergiesand other benefits expected to result from combining the acquired operations with our existing operations. The following table sets forth, with respectto each of the five acquisitions, the acquisition date, goodwill reporting unit and goodwill deductibility for tax purposes: AcquisitionAcquisition dateGoodwill reporting unitTax deductibility of goodwillU.S. Delivery CenterOctober 16, 2017IndiaDeductibleOnSourceJuly 18, 2017IndiaDeductibleBirlasoftJuly 18, 2017IT ServicesDeductibleFiservMay 11, 2017IndiaNon-deductibleLease DimensionsFebruary 15, 2017AmericasNon-deductibleDivestitureIn November 2017, we completed the sale of a portion of our legacy IT support business in Europe. Net proceeds from the sale of this businesswere $0. As a result of this divestiture, we recorded a loss of $5.7 million under “other income (expense)” in our consolidated statement of income.Secondary OfferingsOn August 18, 2017, we completed a secondary offering of our common shares, pursuant to which certain of our shareholders affiliated withBain Capital Investors, LLC, namely Glory Investments A Limited and its affiliated assignees, together with their co-investor, GIC Private Limited(the “Selling Shareholders”), sold 10.0 million common shares at a price of $28.72 per share in an underwritten public offering. All of the commonshares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering.On November 20, 2017, we completed an additional secondary offering of our common shares pursuant to which the Selling Shareholderssold 10.0 million common shares at a price of $30.26 per share in an underwritten public offering. All of the common shares were sold by the SellingShareholders and, as a result, we did not receive any of the proceeds from the offering.On February 15, 2019, we completed an additional secondary offering of our common shares pursuant to which the Selling Shareholders sold10.0 million common shares at a price of $32.215 per48 share in an underwritten public offering. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any ofthe proceeds from the offering. BookingsNew bookings is an operating or other statistical measure. We define new bookings as the total contract value of new client contracts, andcertain renewals, extensions and changes to existing contracts to the extent that such contracts represent incremental future business. Indetermining total contract value for this purpose, we assume the minimum volume to which the client has committed. However, for deals that have atotal contract value in excess of $200 million and include employees transferring to us from a client, we include as new bookings for any given yearonly that portion of the total contract value which relates to services performed in connection with employee transfers that are initiated during thatyear. Regular renewals of contracts with no change in scope, which we consider business as usual, are not counted as new bookings. We provideinformation regarding our new bookings because we believe doing so provides useful trend information regarding changes in the volume of our newbusiness over time and may be a useful metric as an indicator of future revenue growth potential. New bookings is also used by management tomeasure our sales force productivity.New bookings in 2018 were approximately $3.9 billion, up 40% from approximately $2.8 billion in 2017. The overall increase in newbookings is due to strong growth in our transformation services bookings and new sales of digitally-enabled services in our BPO business. Weattribute this growth to strategic investments in our digital and analytics capabilities, domain expertise, our people and our brand, together with afocus on growth opportunities in a specific set of industry verticals and service lines.New bookings can vary significantly year to year depending in part on the timing of the signing of a small number of large contracts. Thetypes of services clients are demanding, the duration of the contract and the pace and level of their spending may impact the conversion of newbookings to revenues. For example, business process outsourcing, or BPO, bookings, which are typically for multi-year contracts, generally convertto revenue over a longer period of time compared to information technology outsourcing bookings, which are often for short-term, project-basedwork.Information regarding our new bookings is not comparable to, nor should it be substituted for, an analysis of our revenues over time. Thecalculation of new bookings involves estimates and judgments. There are no third-party standards or requirements governing the calculation of newbookings. We do not update our new bookings for material subsequent terminations or reductions related to bookings originally recorded in priorfiscal years. New bookings are recorded using then-existing foreign currency exchange rates and are not subsequently adjusted for foreign currencyexchange rate fluctuations. Our revenues recognized each year will vary from the new bookings value since new bookings is a snapshot measurementof a portion of the total client contract value at a given time.Critical Accounting Policies and EstimatesA summary of our significant accounting policies is included in Note 2—“Summary of significant accounting policies” to our consolidatedfinancial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.” An accounting policy is deemed to be critical if itrequires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and ifchanges in the estimate that are reasonably possible could materially impact the financial statements or require a higher degree of judgment thanothers in their application. We base our estimates on historical experience, contractual commitments and on various other assumptions that webelieve to be reasonable under the circumstances and at the time they are made. We believe the following critical accounting policies require a higherlevel of management judgment and estimates than others in preparing the consolidated financial statements. Management believes that theestimates used in the preparation of the consolidated financial statements are reasonable. Although these estimates are based upon management’sbest knowledge of current events and actions, actual results could differ from these estimates.Revenue recognition. We typically face a long selling cycle in securing a new client. It is not unusual for us to spend twelve to eighteenmonths or more from the time we begin actively soliciting a new client until we begin to recognize revenues.49 All costs we incur prior to signing a contract with a client are expensed as incurred, except for any incremental and direct costs incurred foracquiring the contracts, such as certain sales commissions to employees or third parties, which are classified as contract cost assets and areamortized over the expected period of benefit. Contract acquisition fees or other upfront fees paid to a client are classified as contract assets which areamortized over the expected period of benefit and recorded as an adjustment to the transaction price.Once a contract is signed, we defer revenues from the transition of services to our delivery centers, as well as the related cost of revenue wheresuch activities do not represent separate performance obligations. Revenues relating to such transition activities are classified under contractliabilities and subsequently recognized ratably over the period in which the related services are performed. Costs relating to such transition activitiesare fulfillment costs which are directly related to the contract and result in the generation or enhancement of resources. Such costs are expected to berecoverable under the contract and are therefore classified as contract cost assets and recognized ratably over the estimated expected period of benefitunder cost of revenue.Our client contracts sometimes also include incentive payments received for discrete benefits delivered or promised to be delivered to clients orservice level agreements that could result in credits or refunds to the clients. Revenues relating to such arrangements are accounted for as variableconsideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of anyincremental revenue will not occur.We include offerings such as sale of licenses, in certain contracts, which may be perpetual or subscription-based. We recognize upfrontrevenue from distinct perpetual licenses at the point in time when the software is made available to the client. Revenue from distinct subscription-based licenses is recognized at the point in time it is transferred to the client. Revenue from any associated maintenance or ongoing support servicesis recognized ratably over the term of the contract. For a combined software license/services performance obligation, revenue is recognized over theperiod that the services are performed. We price our services under a variety of arrangements, including time and materials, transaction-based and, to a lesser extent, fixed-pricecontracts. When services are priced on a time-and-materials basis, we charge the client based on full-time equivalent, or FTE, rates for the personnelwho will directly perform the services. The FTE rates are determined on a periodic basis, vary by category of service delivery personnel and are set atlevels to reflect all of our costs, including the cost of supervisory personnel, the allocable portion of other costs, and a margin. In some cases, time-and-materials contracts are based on hourly rates of the personnel providing the services. We recognize revenues when the promised services aredelivered to customers for an amount that reflects the consideration to which we expect to be entitled in exchange for those services. We accrue forrevenue and unbilled receivables for services rendered between the last billing date and the balance sheet date.In transaction-based pricing, clients are charged a fixed fee per transaction, with the fee per transaction sometimes linked to the total numberof transactions processed. Some of our contracts give the client the option to prospectively change from a time-and-materials model to a transaction-based pricing model. Revenues from services rendered under time-and-material and transaction-based contracts are recognized as the services areprovided.In the case of fixed-price contracts, including those for application development, maintenance and support services, revenues are recognizedratably over the terms of the contracts.We sometimes enter into multiple-element revenue arrangements in which a customer may purchase a combination of our services. Revenuefrom multiple-element arrangements is recognized, for each element, based on an allocation of the transaction price to each performance obligationon a relative standalone basis.Revenue for performance obligations that are satisfied over time is recognized in accordance with the methods prescribed for measuringprogress. The input (effort or cost expended) method has been used to measure progress towards completion as there is a direct relationship betweeninput and productivity. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses becomeprobable based on the current contract estimates.50 Timing of revenue recognition may differ from the timing of invoicing. If we receive payment in respect of services prior to the time a contractis signed, we recognize the payment as an advance from a client. When the related contract is signed, the advance becomes revenue to the extent theservices are rendered and price is fixed or determinable.Significant judgements involved include (a) determining whether services are considered distinct performance obligations that should beaccounted for separately rather than together where we enter into contracts with clients that include promises to transfer multiple products andservices, (b) determining the standalone selling price for each distinct performance obligation and (c) estimating credits or refunds to our clientsresulting from incentive payments received for discrete benefits delivered to clients or under service level agreements. In instances where a standaloneselling price for a performance obligation is not directly observable, we use information that may include market conditions and other observableinputs. We estimate credit or refund amounts at contract inception and adjust them at the end of each reporting period as additional informationbecomes available only to the extent that it is probable that a significant reversal of any incremental revenue will not occur.Accounts receivable. Our accounts receivable include amounts for services that we have performed but for which we have not receivedpayment. Accounts receivable are recorded at the invoiced or to-be-invoiced amount and do not bear interest. We typically follow a 30-day billingcycle and, as such, at any point in time we may have accrued up to 30 days of revenues that have not been billed. We maintain an allowance fordoubtful accounts for estimated losses inherent in our accounts receivable portfolio. In establishing the required allowance, we consider currentmarket conditions and our clients’ financial condition, the amount of receivables in dispute, and the current receivables’ aging and current paymentpatterns of the client. We do not have any off-balance-sheet credit exposure related to our clients.Business combinations. The application of business combination accounting requires the use of significant estimates and assumptions. Weaccount for business combinations using the acquisition method of accounting, by recognizing the identifiable tangible and intangible assetsacquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values.Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. The measurement ofpurchase price, including future contingent consideration, if any, and its allocation, requires significant estimates in determining the fair values ofassets acquired and liabilities assumed, including with respect to intangible assets and deferred and contingent consideration. Significant estimatesand assumptions we may make include, but are not limited to, the timing and amount of future revenue and cash flows based on, among other things,anticipated growth rates, customer attrition rates, and the discount rate reflecting the risk inherent in future cash flows. Goodwill and other intangible assets. Goodwill represents the cost of acquired businesses in excess of the fair value of the identifiabletangible and intangible net assets purchased. Goodwill is tested for impairment at least on an annual basis on December 31, or as circumstanceswarrant based on a number of factors, including operating results, business plans and future cash flows. We perform an assessment of qualitativefactors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of areporting unit is less than its carrying amount. Based on our assessment of events or circumstances, we perform a quantitative assessment ofgoodwill impairment if it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based onthe results of our assessments of qualitative factors, we determined that the fair values of all of our reporting units are likely to be higher than theirrespective carrying amounts as of December 31, 2018 and December 31, 2017.We capitalize certain software and technology development costs incurred in connection with developing or obtaining software or technologyfor sale/lease to customers when the initial design phase is completed and commercial and technological feasibility has been established. Anydevelopment cost incurred before technological feasibility is established is expensed as incurred as research and development costs. Technologicalfeasibility is established upon completion of a detailed design program or, in its absence, completion of a working model. Capitalized software andtechnology costs include only (i) the external direct costs of materials and services utilized in developing or obtaining software and51 technology and (ii) compensation and related benefits for employees who are directly associated with the project.We review for impairment our intangible assets with defined useful lives whenever events or changes in circumstances indicate that therelated carrying amounts may not be recoverable. Determining whether we have incurred an impairment loss requires comparing the carryingamount to the sum of undiscounted cash flows expected to be generated by the asset. When determining the fair value of our intangible assets, weutilize various assumptions, including discount rates, estimated growth rates, economic trends and projections of future cash flows. Theseprojections also take into account factors such as the expected impact of new client contracts, expanded or new business from existing clients,efficiency initiatives, and the maturity of the markets in which each of our businesses operates. We generally categorize intangible assets acquiredindividually or with a group of other assets or in a business combination as customer-related, marketing-related, technology-related, and otherintangible assets. See Note 2—“Summary of significant accounting policies—Business combinations, goodwill and other intangible assets” to ourconsolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules’’ for more information about how we valueour intangible assets. Actual results may vary, and may cause significant adjustments to the valuation of our assets in the future.Derivative instruments and hedging activities. We enter into forward foreign exchange contracts to mitigate foreign exchange risk onintercompany transactions and forecasted transactions denominated in foreign currencies, and we enter into interest rate swaps to mitigate interestrate fluctuation risk on our indebtedness. Most of these transactions meet the criteria for hedge accounting as cash flow hedges under FASB guidanceon Derivatives and Hedging.With respect to derivatives designated as cash flow hedges, we formally document all relationships between hedging instruments and hedgeditems, as well as our risk management objectives and strategy for undertaking various hedge transactions. In addition, we formally assess, both atthe inception of a hedge and on a quarterly basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of thehedged item. If we determine that a derivative or a portion thereof is not highly effective as a hedge, or if a derivative ceases to be a highly effectivehedge, we prospectively discontinue hedge accounting with respect to that derivative.We recognize derivative instruments and hedging activities as either assets or liabilities in our consolidated balance sheets and measure themat fair value. Changes in the fair values of these hedges are deferred and recorded as a component of other comprehensive income (losses), net of tax,until the hedged transactions occur and are recognized in the Consolidated Statements of Income along with the underlying hedged item anddisclosed as a part of “Total net revenues,” “Cost of revenue”, “Selling, general and administrative expenses,” and “Interest expense” as applicable.We value our derivatives based on market observable inputs, including both forward and spot prices for currencies. Derivative assets andliabilities included in Level 2 of the fair value hierarchy primarily represent foreign currency forward contracts. The quotes are taken fromindependent sources and databases.Income taxes. We account for income taxes using the asset and liability method. Under this method, income tax expense is recognized forthe amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for future taxconsequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their tax bases andoperating losses are carried forward, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxableincome in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of achange in tax rates or tax status is recognized in the statement of income in the period that includes the enactment date or the filing or approval dateof the tax status change. Deferred tax assets are recognized in full, subject to a valuation allowance that reduces the amount recognized to that whichis more likely than not to be realized. In assessing the likelihood of realization, we consider estimates of future taxable income. In the case of anentity that benefits from a corporate tax holiday, deferred tax assets or liabilities for existing temporary differences are recorded only to the extentsuch temporary differences are expected to reverse after the expiration of the tax holiday.52 We also evaluate potential exposures related to tax contingencies or claims made by tax authorities in various jurisdictions and determine if areserve is required. A reserve is recorded if we believe that a loss is more likely than not to occur and the amount can be reasonably estimated. Anysuch reserves are based on estimates and are subject to changing facts and circumstances considering the progress of ongoing audits, case law andnew legislation. We believe that the reserves we have established are adequate.We apply a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position forrecognition by determining, based on the technical merits, that the position is more likely than not to be sustained upon examination. The secondstep is to measure the tax benefit as the largest amount of the tax benefit that is greater than 50% likely of being realized upon settlement. We alsoinclude interest and penalties related to unrecognized tax benefits within our provision for income tax expense.We generally plan to indefinitely reinvest the undistributed earnings of foreign subsidiaries, except for those earnings that can be repatriatedin a tax-free manner. Accordingly, we do not currently accrue any material income, distribution or withholding taxes that would arise if suchearnings were repatriated.Employee benefit plans. We record annual costs relating to defined benefit plans based on calculations that incorporate various actuarialand other assumptions, including discount rates, mortality, assumed rates of return on plan assets, future compensation increases and attritionrates. We review these assumptions on an annual basis and modify the assumptions based on current rates and trends when it is appropriate to doso. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.Stock-based compensation expense. We recognize and measure compensation expense for all stock-based awards based on the grant datefair value. For option awards, grant date fair value is determined under the option pricing model (Black-Scholes-Merton model) and, for stock-basedawards other than option awards, grant date fair value is determined on the basis of the fair market value of the Company’s shares on the grant dateof such awards. Determining the fair value of stock-based awards requires estimates and assumptions, including estimates of the period the stockawards will be outstanding before they are exercised, future volatility in the price of our common shares, and the number of stock-based awards thatare likely to be forfeited. The Black-Scholes-Merton option pricing model also involves the use of additional key assumptions, including dividendyield and risk-free interest rate. For performance share units, we are required to estimate the most probable outcome of the performance conditions inorder to determine the stock-based compensation cost to be recorded over the vesting period. We periodically assess the reasonableness of ourassumptions and update our estimates as required. If actual results differ significantly from our estimates, stock-based compensation expense andour results of operations could be materially affected.Government incentives. We recognize government incentives in the income statement under “other income (expense), net” Incentives arerecognized in the income statement when there is reasonable assurance that we will comply with the conditions for their receipt and a reasonableexpectation that the funds will be received. In certain circumstances, the receipt of an incentive may not be subject to any condition or requirement toincur further costs, in which case the incentive is recognized in the income statement in the period in which it becomes receivable. In the event that itbecomes likely that we will be required to repay an incentive that has already been recognized, we make a provision for the estimated liability. 53 Results of OperationsThe following table sets forth certain data from our income statement for the years ended December 31, 2016, 2017 and 2018. Percentage Change Year ended December 31, Increase/(Decrease) 2016 2017 2018 2017 vs.2016 2018 vs.2017 (dollars in millions) Net revenues—GE*$ 357.9 $ 269.2 $ 268.2 (24.8)% (0.4)%Net revenues—Global Clients* 2,212.9 2,467.7 2,732.6 11.5 % 10.7 %Total net revenues2,570.8 2,736.9 3,000.8 6.5 % 9.6 %Cost of revenue1,554.3 1,681.4 1,921.8 8.2 % 14.3 %Gross profit1,016.4 1,055.5 1,079.0 3.8 % 2.2 %Gross profit margin 39.5% 38.6% 36.0% Operating expenses Selling, general and administrative expenses653.0 689.5 693.9 5.6 % 0.6 %Amortization of acquired intangible assets27.2 36.4 38.9 34.0 % 6.7 %Other operating (income) expense, net(4.9) (1.7) (1.8) (66.4)% 11.1 %Income from operations341.2 331.3 348.2 (2.9)% 5.1 %Income from operations as a percentage of netrevenues 13.3% 12.1% 11.6% Foreign exchange gains (losses), net2.6 2.0 15.2 (24.1)% 663.5 %Interest income (expense), net (16.2) (31.7) (37.1) 96.1 % 17.0 %Other income (expense), net9.7 23.6 35.8 143.4 % 51.6 %Income before equity-method investment activity, netand income tax expense337.3 325.1 362.0 (3.6)% 11.4 %Equity-method investment activity, net(7.7) (4.5) (0.0) (41.0)% (99.7)%Income before income tax expense329.6 320.6 362.0 (2.7)% 12.9 %Income tax expense 62.1 59.7 80.8 (3.8)% 35.2 %Net income267.5 260.8 281.3 (2.5)% 7.8 %Net loss attributable to redeemable non-controlling interest 2.1 2.3 0.8 6.2 % (66.5)%Net income attributable to Genpact Limited commonshareholders$ 269.7 $ 263.1 $ 282.0 (2.4)% 7.2 %Net income attributable to Genpact Limited commonshareholders as a percentage of net revenues 10.5% 9.6% 9.4% *As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Classification ofCertain Net Revenues,” net revenues from certain businesses in which GE ceased to be a 20% shareholder are reclassified from GE net revenues toGlobal Client net revenues only at the end of each fiscal year. Net revenues from GE in the year ended December 31, 2016, after excluding net revenuesfrom such divested GE businesses, decreased by 8.2% compared to the year ended December 31, 2015. Net revenues from GE in the year endedDecember 31, 2017, after excluding net revenues from such divested GE businesses, decreased by 18.5% compared to the year ended December 31,2016. There was no significant impact on net revenues from GE in the year ended December 31, 2018 as a result of excluding net revenues from suchdivested GE businesses. 54 Fiscal Year Ended December 31, 2018 Compared to the Fiscal Year Ended December 31, 2017Net revenues. Our net revenues were $3,000.8 million in 2018, up $263.9 million, or 9.6%, from $2,736.9 million in 2017. The growth inour net revenues was primarily driven by an increase in BPO services – including our transformation services – delivered to our Global Clients, andincremental revenue from acquisitions completed in 2017 and 2018. Adjusted for foreign exchange, primarily the impact of changes in the values ofthe euro, the U.K. pound sterling, Japanese yen and the Indian rupee against the U.S. dollar, our net revenues grew 9% compared to 2017. Revenuegrowth on a constant currency basis is a non-GAAP measure. We provide information about our revenue growth on a constant currency basis so thatour revenue may be viewed without the impact of foreign currency exchange rate fluctuations compared to prior fiscal periods, thereby facilitatingperiod-to-period comparisons of our business performance. Total net revenues on a constant currency basis are calculated by restating current-periodactivity using the prior fiscal period’s foreign currency exchange rates and adjusted for hedging gains/losses.Our average headcount increased to approximately 79,900 in 2018 from approximately 75,500 in 2017. PercentageChange Year ended December 31, Increase/(Decrease) 2017 2018 2018 vs.2017 (dollars in millions) Global Clients: BPO services $ 2,089.2 $ 2,345.0 12.2 %IT services 378.5 387.6 2.4 Total net revenues from Global Clients $ 2,467.7 $ 2,732.6 10.7 %GE: BPO services 175.1 157.8 (9.9)%IT services 94.1 110.4 17.3 Total net revenues from GE $ 269.2 $ 268.2 (0.4)%Total net revenues from BPO services 2,264.3 2,502.8 10.5 Total net revenues from IT services 472.6 498.0 5.4 Total net revenues $ 2,736.9 $ 3,000.8 9.6 % Net revenues from Global Clients in 2018 were $2,732.6 million, up $264.9 million, or 10.7%, from $2,467.7 million in 2017. This increasewas primarily driven by growth in several of our verticals, including high tech, healthcare, consumer goods and insurance. As a percentage of totalnet revenues, net revenues from Global Clients increased from 90.2% in 2017 to 91.1% in 2018.Net revenues from GE in 2018 were $268.2 million, down $1.0 million, or 0.4%, from 2017. The decrease is attributable to the impact of adecline in services delivered to certain GE businesses in 2018 compared to 2017. Prior to 2016, we reclassified revenues from GE-divested businessesas Global Client revenues in each fiscal quarter beginning on the dates of divestiture. However, beginning with 2016, we reclassify such revenue asGlobal Client revenue only at the end of each fiscal year. We believe that this allows us to provide a more consistent view of quarterly trendsunderlying our Global Clients and GE businesses. There was no significant impact on net revenues from GE in the year ended December 31, 2018 asa result of excluding net revenues from such divested GE businesses.Net revenues from BPO services in 2018 were $2,502.8 million, up $238.5 million, or 10.5%, from $2,264.3 million in 2017. This increasewas primarily attributable to an increase in services delivered to our Global Clients, including transformation services. Net revenues from IT serviceswere $498.0 million in 2018, up $25.4 million, or 5.4%, from $472.6 million in 2017.Net revenues from BPO services as a percentage of total net revenues increased to 83.4% in 2018 from 82.7% in 2017 with a correspondingdecline in the percentage of total net revenues attributable to IT services.55 Cost of revenue and gross margin. The following table sets forth the components of our cost of revenue and the resulting gross margin: Year ended December 31, As a Percentage of Total Net Revenues 2017 2018 2017 2018 (dollars in millions) Personnel expenses$ 1,153.5 $ 1,322.7 42.1 % 44.1 %Operational expenses481.0 543.0 17.6 18.1 Depreciation and amortization46.9 56.1 1.7 1.9 Cost of revenue$ 1,681.4 $ 1,921.8 61.4 % 64.0 %Gross margin 38.6 % 36.0 % Cost of revenue was $1,921.8 million in 2018, up $240.3 million, or 14.3%, from $1,681.4 million in 2017. Wage inflation, increases in ouroperational headcount, including in the number of onshore personnel – in particular for transformation services delivery – the unfavorable impact offoreign exchange on our expenditures in certain currencies, primarily the Indian rupee, and higher stock-based compensation expense contributed tothe increase in cost of revenue in 2018 compared to 2017. Fluctuations in foreign exchange rates result in gains and losses on our foreign currencyhedges and a translation impact when we convert our non-U.S. dollar income statement items to the U.S. dollar, our reporting currency. Theseincreases were partially offset by improved operational efficiencies in 2018 compared to 2017. Our gross margin decreased from 38.6% in 2017 to 36.0% in 2018 primarily due to the factors described above.Personnel expenses. Personnel expenses as a percentage of total net revenues increased from 42.1% in 2017 to 44.1% in 2018. Personnelexpenses were $1,322.7 million, up $169.2 million, or 14.7%, from $1,153.5 million in 2017. The impact of wage inflation, an approximately 2,800-person, or 4.3%, increase in our operational headcount, including an increase in the number of onshore personnel – in particular for transformationservices delivery – and the unfavorable impact of foreign exchange contributed to higher personnel expenses in 2018 compared to 2017. Higherstock-based compensation expense also resulted in higher personnel expenses in 2018 compared to 2017.Operational expenses. Operational expenses as a percentage of total net revenues increased from 17.6% in 2017 to 18.1% in 2018.Operational expenses were $543.0 million, up $62.0 million, or 12.9%, from 2017 primarily due to higher travel and onshore infrastructure expensesand the unfavorable impact of foreign exchange. The increase in operational expenses was partially offset by improved operational efficiencies andlower IT expenses.Depreciation and amortization expenses. Depreciation and amortization expenses as a percentage of total net revenues were 1.9% in 2018,compared to 1.7% in 2017. Depreciation and amortization expenses as a component of cost of revenue were $56.1 million in 2018, up $9.2 million, or19.5%, from $46.9 million in 2017. This increase was primarily due to the expansion of certain existing facilities.Selling, general and administrative expenses. The following table sets forth the components of our selling, general and administrative, orSG&A, expenses: Year ended December 31, As a Percentage of Total Net Revenues 2017 2018 2017 2018 (dollars in millions) Personnel expenses$ 501.1 $ 518.9 18.3 % 17.3 %Operational expenses 178.6 166.4 6.5 5.5 Depreciation and amortization9.8 8.5 0.4 0.3 Selling, general andadministrative expenses$ 689.5 $ 693.9 25.2 % 23.1 % 56 SG&A expenses as a percentage of total net revenues decreased from 25.2% in 2017 to 23.1% in 2018. SG&A expenses were $693.9million, up $4.4 million, or 0.6%, from 2017. Higher stock-based compensation expenses, an increase in our sales headcount and the unfavorableimpact of foreign exchange on our expenses in certain currencies, primarily the Indian rupee, all contributed to higher SG&A expenses in 2018compared to 2017. These increases were largely offset by cost efficiencies resulting from focused cost optimization initiatives across all supportfunctions, related operating leverage and a lower reserve for doubtful receivables in 2018 compared to 2017. Our sales and marketing expenses as apercentage of total net revenues was approximately 6.8% in 2018, compared to 7.0% in 2017.Personnel expenses. Personnel expenses as a percentage of total net revenues decreased from 18.3% in 2017 to 17.3% in 2018. Personnelexpenses as a component of SG&A expenses were $518.9 million, up $17.8 million, or 3.6%, from $501.1 million in 2017. This increase is primarilydue to wage inflation and the unfavorable impact of foreign exchange. Higher stock-based compensation expense also resulted in higher personnelexpenses in 2018 compared to 2017. These increases were largely offset by the cost efficiencies described above in 2018. Operational expenses. Operational expenses as a component of SG&A expenses were $166.4 million, down $12.1 million, or 6.8%, from$178.6 million in 2017. Operational expenses as a percentage of total net revenues decreased from 6.5% in 2017 to 5.5% in 2018. The decrease inoperational expenses was primarily due to a lower reserve for doubtful receivables and the cost efficiencies described above, including lower traveland infrastructure expenses in 2018 compared to 2017, and was partially offset by the unfavorable impact of foreign exchange in 2018 compared to2017.Depreciation and amortization. Depreciation and amortization expenses as a percentage of total net revenues were 0.3% in 2018,compared to 0.4% in 2017. Depreciation and amortization expenses as a component of SG&A expenses were $8.5 million, down $1.3 million, or13.2%, from $9.8 million in 2017.Amortization of acquired intangibles. Non-cash charges on account of the amortization of acquired intangibles were $38.9 million in2018, up $2.4 million, or 6.7%, from $36.4 million in 2017. This increase is primarily due to the amortization of intangibles acquired during 2017and 2018, partially offset by a reduction in amortization as a result of the expiration of the lives of intangibles acquired in prior periods.Other operating (income) expense, net. The following table sets forth the components of other operating (income) expense, net: Year ended December 31, Percentage ChangeIncrease/(Decrease) 2017 2018 2018 vs. 2017 (dollars in millions) Other operating (income) expense$ (7.3)$ (0.5) (93.7)%Provision for impairment of intangible assets and property, plantand equipment9.3 4.3 (54.2) Change in the fair value of earn-out consideration, deferredconsideration (relating to business acquisitions)(3.7) (5.7) 53.0 Other operating (income) expense, net$ (1.7)$ (1.8) 11.1 %Other operating (income) expense, net as a percentage oftotal net revenues (0.1)% (0.1)% Other operating income, net of expenses, was $1.8 million in 2018, up $0.2 million from $1.7 million in 2017. We recorded a gain of$7.3 million in other operating income in 2017, primarily due to a gain on the sale of certain real property and as a result of the reversal of certainprovisions, compared to a gain of $0.5 million in 2018. We also recorded a gain of $3.7 million in 2017 due to changes in the fair value of earn-outconsideration payable in connection with certain acquisitions, compared to a gain of $5.7 million in 2018. Additionally, we recorded a $4.3 millioncharge in 2018 compared to a $9.3 million charge in 2017 relating to certain computer software and technology-related intangible assets, which57 charge we discuss in Note 9—“Property, plant and equipment, net” and Note 10—“Goodwill and intangible assets” to our consolidated financialstatements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”Income from operations. As a result of the foregoing factors, income from operations as a percentage of total net revenues decreased from12.1% in 2017 to 11.6% in 2018. Income from operations was $348.2 million, up 5.1%, or $16.9 million, from $331.3 million in 2017.Foreign exchange gains (losses), net. We recorded a net foreign exchange gain of $15.2 million in 2018, compared to a $2.0 million gainin 2017. The gain in 2018 resulted primarily from the depreciation of the Indian rupee against the U.S. dollar. The gain in 2017 resulted primarilyfrom the appreciation of the euro and Australian dollar against the U.S. dollar.Interest income (expense), net. The following table sets forth the components of interest income (expense), net: Year ended December 31, Percentage ChangeIncrease/(Decrease) 2017 2018 2018 vs. 2017 (dollars in millions) Interest income$ 8.2 $ 11.4 39.2 %Interest expense (39.9) (48.5) 21.5 Interest income (expense), net$ (31.7) $ (37.1) 17.0 %Interest income (expense), net as a percentage of totalnet revenues (1.2)% (1.2)% Our net interest expense was $37.1 million in 2018, up $5.4 million from $31.7 million in 2017, primarily due to an $8.6 million increase ininterest expense, partially offset by a $3.2 million increase in interest income. The increase in interest expense is primarily due to (i) $3.2 millionincrease in interest on the senior notes we issued in March 2017, (ii) an increase in LIBOR, resulting in higher interest expense on the term loanunder our LIBOR-linked credit facility, partially offset by gains on interest rate swaps in 2018 compared to losses in 2017, which we discuss in thesection titled “Liquidity and Capital Resources—Financial Condition” below, and (iii) higher drawdown on our revolving credit facility in 2018compared to 2017. Our interest income increased by $3.2 million in 2018 compared to 2017, primarily due to higher account balances in India,where we earn higher interest rates on our deposits than in other jurisdictions where we have deposits. The weighted average rate of interest on ourdebt, including the net impact of interest rate swaps, increased from 2.8% in 2017 to 3.2% in 2018. Other income (expense), net. The following table sets forth the components of other income (expense), net: Percentage Change Year ended December 31, Increase/(Decrease) 2017 2018 2018 vs. 2017 (dollars in millions) Government incentives $26.9 $36.1 34.3 %Other income/(expense) (3.3) (0.3) (89.7) Other income (expense), net $23.6 $35.8 51.6 %Other income (expense), net as a percentage of total net revenues 0.9 % 1.2 % Our net other income was $35.8 million in 2018, up $12.2 million from $23.6 million in 2017. This increase is primarily due to the recordingof higher income in connection with an export subsidy in 2018 compared to 2017. This subsidy was introduced under the Foreign Trade Policy ofIndia to encourage the export of specified services from India and is currently available for eligible export services through March 31, 2019. In 2017,we recorded a loss of $5.2 million on the divestiture of a non-strategic portion of our legacy IT support business in Europe. No such loss was recordedin 2018.58 Equity-method investment activity, net. Equity-method investment activity, net in 2017 primarily represents our share of loss in a non-consolidated affiliate that we divested on June 30, 2017.Income tax expense. Our income tax expense increased from $59.7 million in 2017 to $80.8 million in 2018 due to higher pre-tax incomeand an increase in our effective tax rate, or ETR. Our ETR was 22.3% in 2018, up from 18.5% in 2017. The increase in our ETR is primarily due torecording an increase in tax expense as a result of an internal restructuring, certain special economic zone units in India becoming partially taxable,and a change in the jurisdictional mix of our income, offset by the tax benefits recorded on employment-related tax deductions in India and theimpact of certain provisions under the U.S. Tax Cut and Jobs Act (the “Tax Act”).Net income attributable to redeemable non-controlling interest. Non-controlling interest primarily refers to the loss associated with theredeemable non-controlling interest in the operations of SSE, in which we acquired a controlling interest in 2016. We purchased the remainingshare of the outstanding equity interest in SSE in the first quarter of 2018. See Note 3—“Business acquisitions and divestiture” to our consolidatedfinancial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”Net income attributable to Genpact Limited common shareholders. As a result of the foregoing factors, net income attributable to ourcommon shareholders as a percentage of net revenues decreased from 9.6% in 2017 to 9.4% in 2018. Net income attributable to our commonshareholders increased by $18.9 million from $263.1 million in 2017 to $282.0 million in 2018.59 Fiscal Year Ended December 31, 2017 Compared to the Fiscal Year Ended December 31, 2016Net revenues. Our net revenues were $2,736.9 million in 2017, up $166.2 million, or 6.5%, from $2,570.8 million in 2016. The growth inour net revenues was primarily driven by an increase in BPO services – including our transformation services – delivered to our Global Clients, andincremental revenue from acquisitions. Adjusted for foreign exchange, primarily the impact of changes in the values of the U.K. pound sterling, euroand Australian dollar against the U.S. dollar, our net revenues grew 7% compared to 2016. We provide information about our revenue growth on aconstant currency basis so that our revenue may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitatingperiod-to-period comparisons of our business performance. Total net revenue growth on a constant currency basis is calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates and hedging gains/losses.Our average headcount increased to approximately 75,500 in 2017 from approximately 74,600 in 2016. Percentage Change Year ended December 31, Increase/(Decrease) 2016 2017 2017 vs. 2016 (dollars in millions) Global Clients: BPO services $ 1,825.4 $ 2,089.2 14.5 %IT services 387.4 378.5 (2.3) Total net revenues from Global Clients $ 2,212.9 $ 2,467.7 11.5 %GE: BPO services 258.0 175.1 (32.1)%IT services 99.9 94.1 (5.8) Total net revenues from GE $ 357.9 $ 269.2 (24.8)%Total net revenues from BPO services 2,083.4 2,264.3 8.7 Total net revenues from IT services 487.3 472.6 (3.0) Total net revenues $ 2,570.8 $ 2,736.9 6.5 % Net revenues from Global Clients in 2017 were $2,467.7 million, up $254.8 million, or 11.5%, from $2,212.9 million in 2016. This increasewas primarily driven by growth in several verticals, including banking and financial services, consumer product goods, life sciences, insurance andhigh tech. As a percentage of total net revenues, net revenues from Global Clients increased from 86.1% in 2016 to 90.2% in 2017.Net revenues from GE in 2017 were $269.2 million, down $88.7 million, or 24.8%, from 2016. The decline in net revenues from GE waslargely due to GE’s dispositions of GE Capital businesses in 2016. Prior to 2016, we reclassified revenues from GE-divested businesses as GlobalClient revenues in each fiscal quarter beginning on the dates of divestiture. However, beginning with 2016, we reclassify such revenue as GlobalClient revenue only at the end of each fiscal year. We believe that this change allows us to provide a more consistent view of quarterly trendsunderlying our Global Client and GE businesses.After reclassifying $69.7 million of revenues from businesses that GE divested in 2016, our 2016 revenues from Global Clients and GE were$2,212.9 million and $357.9 million, respectively. Due to the sustained growth in our net revenues from Global Clients, net revenues from GE nowcomprise less than 10% of our total net revenues. Net revenues from GE declined as a percentage of our total net revenues from 13.9% in 2016 to 9.8%in 2017. If all 2016 revenue reclassifications had occurred on January 1, 2016, revenue from GE would have decreased 18.7% year over year. If GEpursues further divestitures of businesses we serve, we expect that our revenues from GE will continue to be volatile in the future. See Item 1A—“RiskFactors—GE accounts for a significant portion of our revenues and any material loss of business from, or change in our relationship with, GE or GE’sbusinesses could have a material adverse effect on our business, results of operations and financial condition.”Net revenues from BPO services in 2017 were $2,264.3 million, up $180.9 million, or 8.7%, from $2,083.4 million in 2016. This increase isprimarily attributable to an increase in services delivered to our Global Clients, particularly finance and accounting services, core industry verticaloperations services and60 transformation services. Net revenues from IT services were $472.6 million in 2017, down $14.7 million, or 3.0%, from $487.3 million in 2016 due toa decline in IT services engagements for Global Clients in the investment banking and healthcare industries.Net revenues from BPO services as a percentage of total net revenues increased to 82.7% in 2017 from 81.0% in 2016 with a correspondingdecline in the percentage of total net revenues attributable to IT services.Cost of revenue and gross margin. The following table sets forth the components of our cost of revenue and the resulting gross margin: Year ended December 31, As a Percentage of Total Net Revenues 2016 2017 2016 2017 (dollars in millions) Personnel expenses$ 1,061.1 $ 1,153.5 41.3 % 42.1 %Operational expenses446.9 481.0 17.4 17.6 Depreciation and amortization46.3 46.9 1.8 1.7 Cost of revenue$ 1,554.3 $ 1,681.4 60.5 % 61.4 %Gross margin 39.5 % 38.6 % Cost of revenue was $1,681.4 million in 2017, up $127.1 million, or 8.2%, from 2016. Incremental expenses from acquisitions, wageinflation, increases in our operational headcount, an increase in the number of onshore personnel, and higher stock-based compensation expense tosupport growth in 2017 compared to 2016 contributed to the increase in cost of revenue. These increases were partially offset by improved operationalefficiencies, a decrease in IT and travel expenses, and the favorable impact of foreign exchange on our expenditures in certain currencies, primarilythe Indian rupee and U.K. pound sterling. Fluctuations in foreign exchange rates result in gains and losses on our foreign currency hedges and atranslation impact when we convert our non-U.S. dollar income statement items to the U.S. dollar, our reporting currency.Our gross margin decreased from 39.5% in 2016 to 38.6% in 2017 primarily due to the factors described above.Personnel expenses. Personnel expenses as a percentage of total net revenues increased marginally from 41.3% in 2016 to 42.1% in 2017.Personnel expenses were $1,153.5 million, up $92.3 million, or 8.7%, from $1,061.1 million in 2016. The impact of wage inflation, higher stock-based compensation expense, incremental expenses from acquisitions and an approximately 2,500-person, or 4.0%, increase in our operationalheadcount resulted in higher personnel expenses in 2017 compared to 2016. These increases were partially offset by the favorable impact of foreignexchange and improved operational efficiencies.Operational expenses. Operational expenses as a percentage of total net revenues increased from 17.4% in 2016 to 17.6% in 2017.Operational expenses were $481.0 million, up $34.1 million, or 7.6%, from 2016 primarily due to incremental expenses from acquisitions. Theincrease in operational expenses was partially offset by improved operational efficiencies, lower travel and IT expenses and the favorable impact offoreign exchange.Depreciation and amortization expenses. Depreciation and amortization expenses as a percentage of total net revenues were 1.7%,compared to 1.8% in 2016. Depreciation and amortization expenses as a component of cost of revenue were $46.9 million, up $0.66 million, or 1.4%,from 2016. This marginal increase was primarily due to the expansion of certain existing facilities in India, partially offset by the favorable impact offoreign exchange.61 Selling, general and administrative expenses. The following table sets forth the components of our selling, general and administrative, orSG&A, expenses: Year ended December 31, As a Percentage of Total Net Revenues 2016 2017 2016 2017 (dollars in millions) Personnel expenses$ 469.9 $ 501.1 18.3 % 18.3 % Operational expenses174.1 178.6 6.8 6.5 Depreciation and amortization9.0 9.8 0.4 0.4 Selling, general andadministrative expenses$ 653.0 $ 689.5 25.4 % 25.2 %% SG&A expenses as a percentage of total net revenues decreased from 25.4% in 2016 to 25.2% in 2017. SG&A expenses were $689.5million, up $36.5 million, or 5.6%, from 2016. Incremental expenses from acquisitions, higher personnel expenses, higher stock-basedcompensation expenses, an increase in fees paid for professional services to support growth, and an increase in marketing expenditures related to abranding update all contributed to higher SG&A expenses in 2017 compared to 2016. These increases were partially offset by lower travel expensesand the favorable impact of foreign exchange on our expenditures in certain currencies, primarily the Indian rupee and U.K. pound sterling. Oursales and marketing expenses as a percentage of total net revenues in 2017 decreased marginally compared to 2016.Personnel expenses. Personnel expenses as a percentage of total net revenues were 18.3% in 2017, unchanged from 2016. Personnelexpenses as a component of SG&A expenses were $501.1 million, up $31.2 million, or 6.6%, from 2016. Wage inflation, incremental expenses fromacquisitions and higher stock-based compensation expenses resulted in higher personnel costs as a component of SG&A expenses in 2017 comparedto 2016. These increases were partially offset by the favorable impact of foreign exchange. Operational expenses. Operational expenses as a component of SG&A expenses were $178.6 million, up $4.5 million, or 2.6%, comparedto 2016. This increase is primarily due to incremental expenses from acquisitions, a higher reserve for doubtful receivables, incremental expensesfrom acquisitions, an increase in fees paid for professional services and an increase in marketing expenditures related to a branding update. Theseincreases were partially offset by lower travel expenses and favorable foreign exchange. Operational expenses as a percentage of total net revenuesdecreased marginally from 6.8% in 2016 to 6.5% in 2017.Depreciation and amortization. Depreciation and amortization expenses as a percentage of total net revenues were 0.4% in 2017,unchanged from 2016. Depreciation and amortization expenses as a component of SG&A expenses were $9.8 million, up $0.8 million, or 9.1%, from2016.Amortization of acquired intangibles. Non-cash charges on account of the amortization of acquired intangibles were $36.4 million in2017, up $9.2 million, or 34%, from 2016. This increase is primarily due to the amortization of intangibles acquired during 2017.62 Other operating (income) expense, net. The following table sets forth the components of other operating (income) expense, net: Year ended December 31, Percentage ChangeIncrease/(Decrease) 2016 2017 2016 vs. 2017 (dollars in millions) Other operating (income) expense$ (1.3) $ (7.3) 474.8 %Provision for impairment of intangible assetsand property, plant and equipment 11.2 9.3 (16.8) Change in the fair value of earn-outconsideration, deferred consideration (relatingto business acquisitions) (14.9) (3.7) (75.1) Other operating (income) expense, net$ (4.9) $ (1.7) (66.4)%Other operating (income) expense, net asa percentage of total net revenues (0.2)% (0.1)% Other operating income, net of expenses, was $1.7 million in 2017, down $3.3 million from $4.9 million in 2016. This decrease wasprimarily due to a $3.7 million gain in 2017 compared to a $14.9 million gain in 2016 due to changes in the fair value of earn-out considerationpayable in connection with certain acquisitions. We also recorded $7.3 million in other operating income in 2017, primarily due to a gain on the saleof rights to certain real property and as a result of the reversal of certain liabilities, compared to $1.3 million in other operating income in 2016.Additionally, we recorded a $9.3 million write-down of intangible assets in 2017, compared to an $11.2 million write-down of a software intangibleasset in 2016, which are discussed in Note 10—“Goodwill and intangible assets” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” for additional information.Income from operations. As a result of the foregoing factors, income from operations as a percentage of total net revenues decreased from13.3% in 2016 to 12.1% in 2017. Income from operations was $331.3 million, down $9.9 million from $341.2 million in 2016.Foreign exchange gains (losses), net. We recorded a net foreign exchange gain of $2.0 million in 2017, compared to a $2.6 million gain in2016, primarily due to the re-measurement of non-functional currency assets and liabilities and related foreign exchange contracts. The gain in 2017resulted primarily from the appreciation of the euro and Australian dollar against the U.S. dollar, and the gain in 2016 resulted primarily from thedepreciation of the Indian rupee and U.K. pound sterling against the U.S. dollar.Interest income (expense), net. The following table sets forth the components of interest income (expense), net: Year ended December 31, Percentage ChangeIncrease/(Decrease) 2016 2017 2017 vs. 2016 (dollars in millions) Interest income$ 7.2 $ 8.2 12.9 %Interest expense (23.4) (39.9) 70.4 Interest income (expense), net$ (16.2) $ (31.7) 96.1 %Interest income (expense), net as a percentage oftotal net revenues (0.6)% (1.2)% Our net interest expense was $31.7 million in 2017, up $15.6 million from $16.2 million in 2016, primarily due to a $16.5 million increase ininterest expense in 2017 compared to 2016. The $16.5 million increase in interest expense is primarily due to (i) $9.9 million in interest on the seniornotes we issued in March 2017, (ii) an increase in LIBOR, resulting in higher interest expense on the term loan under our63 LIBOR-linked credit facility, partially offset by gains on interest rate swaps in 2017 compared to 2016, which we discuss in the section titled“Liquidity and Capital Resources—Financial Condition” below, and (iii) higher drawdown on our revolving credit facility in 2017 compared to 2016.Our interest income increased by $0.9 million in 2017 compared to 2016, primarily due to higher average account balances in India, where we earnhigher interest rates on our deposits than in other jurisdictions where we have deposits. The weighted average rate of interest on our indebtednessincreased from 2.2% in 2016 to 2.8% in 2017. Other income (expense), net. The following table sets forth the components of other income (expense), net: Percentage Change Year ended December 31, Increase/(Decrease) 2016 2017 2017 vs. 2016 (dollars in millions) Government incentives $— $26.9 100.0 %Other income/(expense) 9.7 (3.3) (134.0) Other income (expense), net $9.7 $23.6 143.4 %Other income (expense), net as apercentage of total net revenues 0.4 % 0.9 % Our net other income was $23.6 million in 2017, up $13.9 million from $9.7 million in 2016. This increase is primarily due to a subsidyreceived by one of our subsidiaries in India in 2017, partially offset by a $5.7 million provision for an expected loss on the divestiture of a non-strategic portion of our legacy IT support business in Europe in 2017 and a $5.2 million gain on the divestiture of our cloud-hosted technologyplatform for the rural banking sector in India in 2016.Equity-method investment activity, net. Equity-method investment activity, net in 2017 primarily represents our $4.5 million share of loss,compared to our $7.7 million share of loss in 2016, in a former non-consolidated affiliate that ceased to be a non-consolidating affiliate in June2017.Income tax expense. Our income tax expense decreased marginally from $62.1 million in 2016 to $59.7 million in 2017 due to lower pre-taxincome. Our effective tax rate, or ETR, was 18.5% in 2017, marginally down from 18.7% in 2016. The decrease in our ETR is primarily due to certaindiscrete items, including the reversal of a valuation allowance and a change in the jurisdictional mix of our income, which was largely offset by thepartial expiration of tax holidays applicable to certain of our SEZ units in India.Net income attributable to redeemable non-controlling interest. Redeemable non-controlling interest primarily refers to the lossassociated with the non-controlling interest in the operations of SSE, in which we acquired a controlling interest in 2016 and which is discussed inNote 3—“Business acquisitions and divestiture” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial StatementSchedules” for additional information.Net income attributable to Genpact Limited common shareholders. As a result of the foregoing factors, net income attributable to ourcommon shareholders as a percentage of net revenues decreased from 10.5% in 2016 to 9.6% in 2017. Net income attributable to our commonshareholders decreased by $6.6 million from $269.7 million in 2016 to $263.1 million in 2017.SeasonalityOur financial results may vary from period to period. Our revenues are typically higher in the third and fourth quarters than in other quarters,as a result of several factors. We generally find that demand for short-term IT projects, transformation services and analytics services increases in thefourth quarter as our clients utilize the balance of their budgets for the year. In addition, contracts for long-term IT Services and BPO engagementsare often signed in the first and second quarters as clients begin new budget cycles. Volumes under such contracts then increase in the latter part ofthe year as engagements ramp up. Additionally, demand for certain services, such as collections and transaction processing, is often greater in thesecond half of the year as our clients’ volumes in such areas increase.64 The tables in Note 31—“Quarterly financial data” to our consolidated financial statements under Part IV, Item 15—“Exhibits and FinancialStatement Schedules” present unaudited quarterly financial information for each of our last eight fiscal quarters on a historical basis. We believe thequarterly information set forth therein contains all adjustments necessary to fairly present such information. The comparison of our results for thefirst quarter of 2018 with the fourth quarter of 2017 reflects the seasonal trends described above. The results for any interim period are not necessarilyindicative of the results that may be expected for the full year.Statement of financial positionKey changes in our financial position during 2018Following are the significant changes in our financial position as of December 31, 2018 compared to December 31, 2017: •Short-term borrowings increased by $125.0 millionOur short-term borrowings increased, primarily as a result of the drawdown of $125.0 million (net of repayments) on our revolvingcredit facility to meet short-term internal funding requirements. See Note 15—“Short-term borrowings” to our consolidated financialstatements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” for additional information. •Prepaid expenses, other current assets, contract cost assets and other assets increased by $29.3 millionThe increase in other assets, contract cost assets and prepaid expenses is primarily due to the capitalization of certain sales incentivesas contract cost assets as a result of our adoption of ASC 606. Refer to Note 3—“Summary of significant accounting policies” and Note27— “Contract balances” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial StatementSchedules” for additional information. The balance of the increase is primarily the result of an export subsidy expected to be receivedby one of our subsidiaries in India and prepaid expenses mainly related to IT licenses and employee group insurance, partially offsetby lower client acquisition costs, the impact of mark-to-market gains on derivative financial instruments and fluctuations in foreignexchange, primarily the depreciation of the Indian rupee against the U.S. dollar. •Net accounts receivable increased by $81.1 millionThe increase in our accounts receivable is primarily due to increased revenues in 2018, partially offset by an improvement in our dayssales outstanding. •Goodwill and intangible assets increased by $102.2 millionGoodwill increased by $56.7 million, primarily due to goodwill arising out of our 2018 acquisitions, and was partially offset by theimpact of foreign exchange fluctuations. Our intangible assets increased by $45.5 million, primarily due an increase in intangibleassets under development and intangible assets arising out of our 2018 acquisitions, partially offset by amortization expenses and thewrite-down in 2018 of a group of assets including computer software and technology-related intangible assets. See Note 10—“Goodwill and intangible assets, net” to our consolidated financial statements under Part IV, Item 15—“Exhibits and FinancialStatement Schedules.” •Accounts payable, accrued expenses, other current liabilities and other liabilities increased by $11.0 millionThe increase in accounts payable, accrued expenses, other current liabilities and other liabilities is primarily due to higher mark-to-market losses on derivative financial instruments, accounts payable and employee-related accruals in 2018, partially offset by theimpact of fluctuations in foreign exchange, primarily the depreciation of the Indian rupee against the U.S. dollar.65 •Long-term debt decreased by $36.7 millionIn August 2018, we amended our existing credit facility through a new credit facility. As a result of the amendment, we extinguishedthe outstanding term loan under the prior facility of $129.2 million and obtained additional funding of $129.2 million, resulting in nochange to the outstanding principal of the term loan under the amended facility. For additional information, see Note 14—“Long-termdebt” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.” We also madeprincipal repayments totaling $37.0 million on our long-term debt in 2018. •Net deferred tax assets decreased by $1.1 millionOur net deferred tax assets decreased by $1.1 million. See Note 25—“Income taxes” to our consolidated financial statements underPart IV, Item 15—“Exhibits and Financial Statement Schedules.”Liquidity and Capital ResourcesOverviewInformation about our financial position as of December 31, 2017 and 2018 is presented below: As of December 31, As of December 31, Percentage ChangeIncrease/(Decrease) 2017 2018 2018 vs. 2017 (dollars in millions) Cash and cash equivalents$ 504.5 $ 368.4 (27.0)%Short-term borrowings 170.0 295.0 73.5 Long-term debt due within one year39.2 33.5 (14.6) Long-term debt other than the currentportion1,006.7 975.6 (3.1)Genpact Limited total shareholders’equity$ 1,424.0 $ 1,404.2 (1.4)% Financial ConditionWe have historically financed our operations and our expansion, including acquisitions, with cash from operations and borrowing facilities.As of December 31, 2018, $363.6 million of our $368.4 million in cash and cash equivalents was held by our foreign (non-Bermuda)subsidiaries. $131.6 million of this cash is held by foreign subsidiaries for which we expect to incur and have accrued a deferred tax liability on therepatriation of $25.0 million of retained earnings. $232.0 million of the cash and cash equivalents is held by foreign subsidiaries in jurisdictionswhere no tax is expected to be imposed upon repatriation of retained earnings or is being indefinitely reinvested.In February 2017, our board of directors approved a dividend program under which we paid a regular quarterly cash dividend of $0.06 pershare to holders of our common shares, representing an annual dividend of $0.24 per share in 2017. On each of March 28, 2017, June 28, 2017,September 21, 2017 and December 20, 2017, we paid dividends of $0.06 per share, amounting to $12.0 million, $11.6 million, $11.6 million and$11.6 million in the aggregate, to shareholders of record as of March 10, 2017, June 12, 2017, September 8, 2017 and December 8, 2017, respectively.In February 2018, our board of directors approved a 25% increase in our quarterly cash dividend to $0.075 per common share, representingan annual dividend of $0.30 per common share. On each of March 21, 2018, June 20, 2018, September 19, 2018 and December 19, 2018, we paiddividends of $0.075 per share, amounting to $14.4 million, $14.2 million, $14.3 million and $14.2 million in the aggregate, to shareholders ofrecord as of March 9, 2018, June 8, 2018, September 10, 2018 and December 10, 2018, respectively.66 In February 2019, our board of directors approved an approximately 13% increase in our quarterly cash dividend to $0.085 per commonshare, representing a planned annual dividend of $0.34 per common share for 2019. Any future dividends will be at the discretion of the board ofdirectors and subject to Bermuda and other applicable laws.As of December 31, 2016, our board of directors had authorized repurchases of up to $750.0 million in value of our common shares under ourshare repurchase program first announced in February 2015. On February 10, 2017, our board of directors approved up to an additional $500.0million in share repurchases, bringing the total authorization under our existing program to $1,250.0 million. Since the date our share repurchaseprogram was initially authorized in 2015, we have repurchased 29,538,140 shares at an average price of $25.25 per share.On March 29, 2017, we entered into an accelerated share repurchase, or ASR, agreement with Morgan Stanley & Co. LLC to repurchase anaggregate of $200.0 million of our common shares. We received an initial delivery of 6,578,947 common shares on March 30, 2017, an additionaldelivery of 350,006 common shares on December 29, 2017 and a final delivery of 163,975 common shares on January 17, 2018 upon final settlementof the transaction. During the years ended December 31, 2018 and December 31, 2017, we also purchased 4,921,192 and 808,293 of our commonshares, respectively, on the open market at a weighted average price of $31.30 and $24.48 per share, respectively, for an aggregate cash amount of$154.1 million and $19.8 million, respectively.For additional information, see Note 19—“Capital stock” to our consolidated financial statements under Part IV, Item 15—“Exhibits andFinancial Statement Schedules.”We expect that in the future our cash from operations, cash reserves and debt capacity will be sufficient to finance our operations, our growthand expansion plans, dividend payments and additional share repurchases we may make under our share repurchase program. In addition, we mayraise additional funds through public or private debt or equity financings. Our working capital needs are primarily to finance our payroll and otheradministrative and information technology expenses in advance of the receipt of accounts receivable. Our primary capital requirements includeopening new delivery centers, expanding related operations to support our growth and financing acquisitions and enhancing capabilities.Cash flows from operating, investing and financing activities, as reflected in our consolidated statements of cash flows, are summarized inthe following table:Year ended, December 31, Percentage ChangeIncrease/(Decrease) 2017 2018 2018 vs. 2017 (dollars in millions) Net cash provided by (used for)Operating activities$ 359.1 $ 339.5 (5.4) %Investing activities(362.0) (276.1) (23.7) Financing activities 47.2 (135.2) (386.5) Net increase (decrease) in cashand cash equivalents$ 44.3 $ (71.7) (262.0)% Cash flows from operating activities. Net cash provided by operating activities was $339.5 million in 2018, compared to $359.1 millionin 2017. This decrease is primarily due to a $78.7 million net change in our operating assets and liabilities in 2018 compared to 2017, mainly drivenby an increase in accounts receivable due to higher revenues in 2018, higher interest and tax payments, and receivables recorded in 2018 inconnection with an export subsidy which will be realized in the future, partially offset by higher net income.Cash flows from investing activities. Our net cash used for investing activities was $276.1 million in 2018, down $85.9 million from$362.0 million in 2017. We made payments of $111.6 million in the aggregate related to acquisitions completed in 2018 compared to payments of$284.8 million in 2017. Payments for acquired/internally generated intangible assets and purchases of property, plant and equipment (net of salesproceeds) were $87.8 million higher in 2018 than in 2017. This increase includes an advance paid to acquire certain software platforms to be usedfor client service delivery.67 Cash flows from financing activities. Our net cash used for financing activities was $135.2 million in 2018, compared to net cashgenerated from financing activities of $47.2 million in 2017. In March 2017, we issued $350.0 million aggregate principal amount of 3.70% seniornotes in a private offering. We made principal repayments totaling $37.0 million on our long-term debt in 2018 compared to $40.0 million in 2017.We received proceeds from short-term borrowings of $250.0 million and $295.0 million in 2018 and 2017, respectively. Of the short-termborrowings, we also repaid $125.0 million and $285.0 million in 2018 and 2017, respectively. For additional information, see Notes 14 —“Long-term debt” and 15 —“Short-term borrowings” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial StatementSchedules.” Additionally, payments in connection with the issuance of common shares under stock-based compensation plans (net of proceeds) were$1.9 million in 2018 compared to net proceeds of $5.2 million in 2017. Payments related to earn-out or deferred consideration were $2.9 millionlower in 2018 than in 2017. In 2018, we paid cash dividends in an aggregate amount of $57.1 million compared to $46.7 million in 2017. Paymentsfor share repurchases (including related expenses) were $154.2 million in 2018 compared to $219.8 million in 2017. In August 2018, we amendedour existing credit facility through a new credit facility. As a result of the amendment, we paid $4.3 million in expenses, extinguished $129.2 millionof the outstanding term loan under the 2015 Facility and obtained additional funding of $129.2 million from a different lender, resulting in nochange to the outstanding principal of the term loan under the amended facility. For additional information, see Note 14—“Long-term debt” to ourconsolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”Financing Arrangements (Credit Facility) In June 2015, we refinanced our 2012 credit facility through a new credit facility comprised of a term loan of $800 million and a revolvingcredit facility of $350 million, or the 2015 Facility. In August 2018, we amended the 2015 Facility. The amended facility is comprised of a $680.0 million term loan, which represents theoutstanding balance under the 2015 facility as of the date of amendment, and a $500.0 million revolving credit facility. The amended facility expireson August 8, 2023. The amendment did not result in a substantial modification of $550.8 million of the outstanding term loan under the 2015Facility. Further, as a result of the amendment, we extinguished $129.2 million of the outstanding term loan under the 2015 Facility and obtainedadditional funding of $129.2 million from a different lender, resulting in no change to the outstanding principal of the term loan under the amendedfacility. In connection with the amendment, we expensed $2.0 million, representing partial acceleration of the amortization of the existingunamortized debt issuance costs and an additional fee paid to our lenders related to the term loan. The overall borrowing capacity under the revolving facility increased from $350.0 million to $500.0 million. The remaining unamortizedcosts and an additional third party fee paid in connection with the amendment will be amortized over the term of the amended facility, which expireson August 8, 2023. For additional information, see Note 14—“Long-term debt” and Note 15—“Short-term borrowings” to our consolidated financialstatements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.” Borrowings under the amended facility bear interest at a rate equal to, at our election, either LIBOR plus an applicable margin equal to1.375% per annum, compared to a margin of 1.50% under the 2015 facility, or a base rate plus an applicable margin equal to 0.375% per annum,compared to a margin of 0.50% under the 2015 facility, in each case subject to adjustment based on our credit ratings assigned by Standard & Poor’sRating Services and Moody’s Investors Service, Inc. Based on our election and current credit rating, the applicable interest rate is equal to LIBORplus 1.375% per annum. As of December 31, 2017 and December 31, 2018, our outstanding term loan, net of debt amortization expense of $1.8million and $2.2 million, respectively, was $698.2 million and $660.8 million, respectively. We also have fund-based and non-fund based creditfacilities with banks, which are available for operational requirements in the form of overdrafts, letters of credit, guarantees and short-term loans. Asof December 31, 2017 and December 31, 2018, the limits available under such facilities were $15.1 million and $14.3 million, respectively, of which$7.9 million and $7.4 million, respectively, was utilized, constituting non-funded drawdown. As of December 31, 2017 and December 31, 2018, atotal of $171.0 million and $297.1, respectively, of our revolving credit facility was utilized, of which $170.0 million and $295.0 million,68 respectively, constituted funded drawdown and $1.0 million and $2.1 million, respectively, constituted non-funded drawdown. We have entered into interest rate swaps under which we receive floating rate payments based on the greater of LIBOR and the floor rateunder our term loan and make payments based on a fixed rate. As of December 31, 2018, we were party to interest rate swaps covering a total notionalamount of $507.4 million. Under our swap agreements, the rate that we pay to banks in exchange for LIBOR ranges between 0.88% and 2.65%. In March 2017, we issued $350.0 million aggregate principal amount of 3.70% senior notes in a private offering, resulting in cash proceedsof approximately $348.5 million and an underwriting fee of approximately $1.5 million. In addition, there were other debt issuance related costs of$1.2 million. The total debt issuance cost of $2.6 million incurred in connection with the offering of the notes is being amortized over the life of thenotes as additional interest expense. As of December 31, 2017 and December 31, 2018, the amount outstanding under the notes, net of debtamortization expense of $2.2 million and $1.7 million, was $347.8 million and 348.3 million, respectively, which is payable on April 1, 2022 whenthe notes mature. In connection with the offering, we entered into a registration rights agreement with the initial purchasers of the outstandingunregistered notes pursuant to which we agreed to complete an exchange offer within 455 days after the date of the private offering upon termsidentical in all material respects to the terms of the outstanding unregistered notes, except that the transfer restrictions, registration rights andadditional interest provisions applicable to the outstanding unregistered notes would not apply to the exchange notes. On July 24, 2018, theunregistered notes exchange offer was completed and all outstanding unregistered notes were exchanged for freely tradable notes registered under theSecurities Act of 1933, as amended. For additional information, see Notes 14 and 15—“Long-term debt” and “Short-term borrowings” to ourconsolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”Goodwill Impairment TestingGoodwill of a reporting unit is tested for impairment at least annually and between annual tests if an event occurs or circumstances changethat would more likely than not reduce the fair value of the reporting unit below its carrying amount. In accordance with ASU 2011-08, the Companyhas an option to perform an assessment of qualitative factors, such as macro-economic conditions, industry and market considerations, overallfinancial performance, business plans and expected future cash flows, to determine whether events or circumstances exist which lead to adetermination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.Based on our assessment of such qualitative factors, in accordance with ASU 2011-08, we concluded that as of December 31, 2018 andDecember 31, 2017, the fair values of all of our reporting units are likely to be higher than their respective carrying values.Off-Balance Sheet ArrangementsOur off-balance sheet arrangements consist of foreign exchange contracts and certain operating leases. For additional information, see Item1A—“Risk Factors—Currency exchange rate fluctuations in various currencies in which we do business, especially the Indian rupee, the euro and theU.S. dollar, could have a material adverse effect on our business, results of operations and financial condition,” the section titled “ContractualObligations” below, and Note 7—“Derivative financial instruments” to our consolidated financial statements under Part IV, Item 15—“Exhibits andFinancial Statement Schedules.”69 Contractual ObligationsThe following table sets forth our total future contractual obligations as of December 31, 2018: Total Less than1 year 1-3 years 3-5 years After 5 years (dollars in millions) Long-term indebtedness $1,107.3 $58.6 $117.3 $931.4 $— — Principal payments 1,009.1 33.5 67.0 908.6 — — Interest payments* 98.2 25.1 50.3 22.8 — Short-term borrowings 298.0 298.0 — — — — Principal payments 295.0 295.0 — — — — Interest payments** 3.0 3.0 — — — Capital leases 4.2 1.7 2.0 0.5 — — Principal payments 3.5 1.8 1.4 0.3 — — Interest payments 0.7 (0.1) 0.6 0.2 — Operating leases 264.3 45.9 80.6 55.5 82.3 Purchase obligations 40.3 29.9 10.4 — — Capital commitments net of advances 4.9 4.9 — — — Earn-out consideration 17.5 17.3 0.2 — — — Reporting date fair value 17.1 16.9 0.2 — — — Interest 0.4 0.4 — — — Other liabilities 59.1 32.2 20.6 6.3 — Total contractual obligations $1,795.6 $488.5 $231.1 $993.7 $ 82.3 *Our interest payments on long-term debt are calculated based on our current debt rating at a rate equal to LIBOR plus a margin of 1.375% perannum as of December 31, 2018, which excludes the impact of interest rate swaps. Interest payments on long-term debt also include intereston our senior notes due in 2022 at a rate of 3.70% per annum, which is not based on LIBOR.**Our interest payments on short-term debt are calculated based on our current debt rating at a rate equal to LIBOR plus a margin of 1.375% perannum as of December 31, 2018 and our expectation for the repayment of such debtRecent Accounting PronouncementsRecently adopted accounting pronouncementsFor a description of recently adopted accounting pronouncements, see Note 2—“Recently issued accounting pronouncements” to ourconsolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” and Part II, Item 7—“Management’sDiscussion and Analysis of Financial Condition and Results of Operations”—“Critical Accounting Policies and Estimates” in this Annual Report onForm 10-K.Recently issued accounting pronouncementsFor a description of recently issued accounting pronouncements, see Note 2—“Recently issued accounting pronouncements” to ourconsolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” in this Annual Report on Form 10-K.Item 7A. Quantitative and Qualitative Disclosures about Market RiskForeign currency riskOur exposure to market risk arises principally from exchange rate risk. A substantial portion of our revenues (approximately 76% in fiscal2018) is received in U.S. dollars. We also receive revenues in Japanese yen, euros, U.K. pounds sterling, Australian dollars, Chinese renminbi, andIndian rupees. Our expenses are primarily in Indian rupees and we also incur expenses in U.S. dollars, Chinese renminbi, euros and the currenciesof the other countries in which we have operations. Our exchange rate risk arises70 from our foreign currency revenues, expenses, receivables and payables. Based on the results of our European operations for fiscal 2018, andexcluding any hedging arrangements that we had in place during that period, a 5.0% appreciation or depreciation of the Euro against the U.S. dollarwould have increased or decreased, as applicable, our revenues in fiscal 2018 by approximately $5 million. Similarly, excluding any hedgingarrangements that we had in place during that period, a 5.0% depreciation of the Indian rupee against the U.S. dollar would have decreased ourexpenses incurred and paid in Indian rupees in fiscal 2018 by approximately $38 million. Conversely, a 5.0% appreciation of the Indian rupeeagainst the U.S. dollar would have increased our expenses incurred and paid in rupees in fiscal 2018 by approximately $42 million.We have sought to reduce the effect of any Indian rupee-U.S. dollar, Philippine Peso-U.S. dollar, Chinese renminbi-Japanese yen, euro-Romanian leu, Mexican peso-U.S. dollar and certain other local currency exchange rate fluctuations on our results of operations by purchasingforward foreign exchange contracts to cover a portion of our expected cash flows and accounts receivable. These instruments typically havematurities of zero to sixty months. We use these instruments as economic hedges and not for speculative purposes, and most of them qualify for hedgeaccounting under the FASB guidance on derivatives and hedging. Our ability to enter into derivatives that meet our planning objectives is subject tothe depth and liquidity of the market for such derivatives. In addition, the laws of China and India limit the duration and amount of sucharrangements. We may not be able to purchase contracts adequate to insulate us from Indian rupee-U.S. dollar and Chinese renminbi-Japanese yenforeign exchange currency risks. In addition, any such contracts may not perform adequately as hedging mechanisms. See Item 7—“Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Foreign exchange gains (losses), net.”Interest rate riskOur exposure to interest rate risk arises principally from interest on our indebtedness. As of December 31, 2018, we had $1304.1 million ofindebtedness, comprised of (a) $955.8 million of indebtedness under our credit facility, comprised of a long-term loan of $660.8 million, net of $2.2million in unamortized debt issuance expenses, and a revolving loan of $295 million, and (b) $348.3 million in indebtedness under our 3.70% seniornotes issued in March 2017, net of $1.7 million in unamortized bond issuance expenses. Interest on indebtedness under our credit facility is variablebased on LIBOR and we are subject to market risk from changes in interest rates. Borrowings under our term loan bear interest at floating ratesbased on LIBOR, but in no event less than the floor rate of 0.0% plus an applicable margin. Based on our indebtedness as of December 31, 2018, a1% change in interest rates, including the impact on the cost of our interest rate swaps, would have had an approximately $5.2 million impact on ournet interest expense in fiscal 2018. Additionally, the interest rate on our 3.70% senior notes is subject to adjustment based on the ratings assigned byMoody’s and S&P to the notes from time to time. A decline in such ratings could result in an increase of up to 2% in the rate of interest on thenotes. For fiscal 2018, such an increase would have had an impact of up to $7.0 million on our net interest expenseWe manage a portion of our interest rate risk related to floating rate indebtedness by entering into interest rate swaps under which we receivefloating rate payments based on the greater of LIBOR and the floor rate under our term loan and make payments based on a fixed rate. As ofDecember 31, 2018, we were party to interest rate swaps covering a total notional amount of $507.4 million. Under our swap agreements, the ratethat we pay to banks in exchange for LIBOR ranges between 0.88% and 2.65%.Credit riskAs of December 31, 2018, we had accounts receivable, including long-term accounts receivable, net of provisions for doubtful receivables, of$778.3 million. $84.4 million of this amount was owed by GE, and the balance, or $693.9 million, was owed by Global Clients. No single GlobalClient owed more than 10% of our accounts receivable balance as of December 31, 2018.Item 8. Financial Statements and Supplementary DataThe financial statements and supplementary data required by this item are listed in Item 15—“Exhibits and Financial Statement Schedules” ofthis Annual Report on Form 10-K.71 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresEvaluation of disclosure controls and proceduresDisclosure controls and procedures are the Company’s controls and other procedures which are designed to ensure that information requiredto be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed,summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, withoutlimitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under theExchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, asappropriate, to allow timely decisions regarding required disclosure.As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation ofthe Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectivenessof the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon thatevaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosurecontrols and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries)required to be included in the Company’s periodic SEC filings.Management’s Report on Internal Control over Financial ReportingGenpact’s management is responsible for establishing and maintaining adequate internal control over financial reporting to providereasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions ofour assets;(ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with theauthorization of management and/or our Board of Directors; and(iii) provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use or disposition ofour assets that could have a material effect on our financial statements.Due to its inherent limitations, including that it relies on sample-based testing, internal control over financial reporting may not prevent ordetect misstatements. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may becomeinadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, weconducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of SponsoringOrganizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on its evaluation, our managementconcluded that our internal control over financial reporting was effective as of December 31, 2018.During 2018, we acquired Barkawi Management Consultants GmbH & Co. KG and certain related entities and Commonwealth InformaticsInc., and management excluded from its assessment of the72 effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 Barkawi Management Consultants GmbH & Co. KGand certain related entities and Commonwealth Informatics Inc.’s internal control over financial reporting associated with total assets of $132.9million (of which $107.4 million represent goodwill and intangible assets included within the scope of the assessment) and total revenues of $22.2million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2018.KPMG, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Reporton Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financialreporting. See “Report of Independent Registered Public Accounting Firm” on page F-3.Changes in internal control over financial reportingThere were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under theExchange Act) during the quarterly period ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, theCompany’s internal control over financial reporting.Item 9B. Other InformationNone.PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceInformation about our executive officers is contained in the section titled “Executive Officers” in Part I of this Annual Report on Form 10-K.The other information required by this Item will be included in our Proxy Statement for the 2019 Annual General Meeting of Shareholders under thecaptions “Director Nominees,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which will be filed withthe SEC no later than 120 days after the close of the fiscal year ended December 31, 2018 and is incorporated by reference in this report.Item 11. Executive CompensationThe information required by this Item will be included in our Proxy Statement for the 2019 Annual General Meeting of Shareholders under thecaption “Information about Executive and Director Compensation,” which will be filed with the SEC no later than 120 days after the close of the fiscalyear ended December 31, 2018 and is incorporated by reference in this report.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by this Item will be included in our Proxy Statement for the 2019 Annual General Meeting of Shareholders under thecaptions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity CompensationPlans,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2018 and is incorporated byreference in this report.Item 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by this Item will be included in our Proxy Statement for the 2019 Annual General Meeting of Shareholders under thecaptions “Certain Relationships and Related Party Transactions” and “Director Independence,” which will be filed with the SEC no later than 120days after the close of the fiscal year ended December 31, 2018 and is incorporated by reference in this report.73 Item 14. Principal Accounting Fees and ServicesThe information required by this Item will be included in our Proxy Statement for the 2019 Annual General Meeting of Shareholders under thecaption “Independent Registered Public Accounting Firm Fees and Other Matters,” which will be filed with the SEC no later than 120 days after theclose of the fiscal year ended December 31, 2018 and is incorporated by reference in this report.PART IVItem 15. Exhibits and Financial Statement Schedules (a)Documents filed as part of this Annual Report on Form 10-K: 1.Consolidated Financial StatementsThe consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed on page F-1 hereof.The required financial statements appear on pages F-4 through F-85 hereof. 2.Financial Statement SchedulesSeparate financial statement schedules have been omitted either because they are not applicable or because the requiredinformation is included in the consolidated financial statements. 3.Exhibit Index: ExhibitNumber Description 3.1 Memorandum of Association of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 2 of the Registrant’sRegistration Statement on Form S-1 (File No. 333-142875) filed with the SEC on July 16, 2007). 3.2 Bye-laws of the Registrant (incorporated by reference to Exhibit 3.3 to Amendment No. 4 of the Registrant’s Registration Statementon Form S-1 (File No. 333-142875) filed with the SEC on August 1, 2007). 4.1 Form of specimen certificate for the Registrant’s common shares (incorporated by reference to Exhibit 4.1 to Amendment No. 4 ofthe Registrant’s Registration Statement on Form S-1 (File No. 333-142875) filed with the SEC on August 1, 2007). 4.2 Base Indenture, dated as of March 27, 2017, by and among the Registrant, Genpact Luxembourg S.à r.l. and Wells Fargo Bank,National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.001-33626) filed with the SEC on March 28, 2017). 4.3 First Supplemental Indenture, dated as of March 27, 2017, by and among the Registrant, Genpact Luxembourg S.à r.l. and WellsFargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on March 28, 2017). 4.4 Form of 3.700% Senior Note due 2022 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (FileNo. 001-33626) filed with the SEC on March 28, 2017). 4.5 Registration Rights Agreement, dated March 27, 2017, by and among the Registrant, Genpact Luxembourg S.à r.l. and CitigroupGlobal Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.4 to theRegistrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on March 28, 2017). 74 ExhibitNumber Description 10.1† Form of Director Indemnity Agreement (incorporated by reference to Exhibit 10.21 to Amendment No. 4 of the Registrant’sRegistration Statement on Form S-1 (File No. 333-142875) filed with the SEC on August 1, 2007). 10.2† Amended and Restated U.S. Employee Stock Purchase Plan and Amended and Restated International Employee Stock PurchasePlan (incorporated by reference to Exhibit 1 to the Registrant’s Proxy Statement on Schedule 14A (File No. 001-33626) filed with theSEC on April 10, 2018). 10.3† Amended and Restated Genpact Limited 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 1 to theRegistrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-33626) filed with the SEC on April 15, 2011). 10.4† 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 Registrant’s Current Report on Form 8-K (File No.001-33626) filed with the SEC on August 3, 2012). 10.5†* Form of Share Option Agreement under the Genpact Limited 2007 Omnibus Incentive Compensation Plan. 10.6†* Form of Restricted Share Unit Issuance Agreement under the Genpact Limited 2007 Omnibus Incentive Compensation Plan. 10.7†* Form of Performance Share Award Agreement under the Genpact Limited 2007 Omnibus Incentive Compensation Plan. 10.8† Genpact Limited 2017 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 1 to the Registrant’s ProxyStatement on Schedule 14A (File No. 001-33626) filed with the SEC on April 10, 2017). 10.9†* Form of Share Option Agreement under the Genpact Limited 2017 Omnibus Incentive Compensation Plan. 10.10†* Form of Restricted Share Unit Issuance Agreement under the Genpact Limited 2017 Omnibus Incentive Compensation Plan. 10.11†* Form of Performance Share Award Agreement under the Genpact Limited 2017 Omnibus Incentive Compensation Plan. 10.12† Genpact LLC Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K (File No. 001-33626) filed with the SEC on July 6, 2018). 10.13† Employment Agreement by and between the Registrant and N.V. Tyagarajan, dated June 15, 2011 (incorporated by reference toExhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on June 17, 2011). 10.14† Employment Agreement by and between Genpact LLC and Patrick Cogny, dated August 5, 2011 (incorporated by reference to Exhibit10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 10, 2011). 10.15 Letter Agreement dated August 1, 2012 between the Registrant and South Asia Private Investments (incorporated by reference toExhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on August 3, 2012). 10.16 Letter Agreement dated August 1, 2012 by and among the Registrant and the shareholders listed on the signature pages thereto(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SECon August 3, 2012). 75 ExhibitNumber Description 10.17 Amended and Restated Shareholder Agreement, dated as of October 25, 2012, by and among the Registrant, Glory Investments ALimited, Glory Investments B Limited, Glory Investments IV Limited, Glory Investments IV-B Limited, RGIP, LLC, TwickenhamInvestment Private Limited and Glory Investments TA IV Limited (incorporated by reference to Exhibit 10.1 to the Registrant’sCurrent Report on Form 8-K (File No. 001-33626) filed with the SEC on October 25, 2012). 10.18† Form of Director Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q(File No. 001-33626) filed with the SEC on August 9, 2013). 10.19† Employment Agreement by and between the Registrant and Edward Fitzpatrick, dated June 26, 2014 (incorporated by reference toExhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SEC on July 2, 2014). 10.20† Form of Share Option Agreement with Edward Fitzpatrick (incorporated by reference to Exhibit 10.2 to the Registrant’s CurrentReport on Form 8-K (File No. 001-33626) filed with the SEC on July 2, 2014). 10.21† Form of Director Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q(File No. 001-33626) filed with the SEC on August 8, 2014). 10.22 Expense Reimbursement Agreement, dated as of March 3, 2015, by and between the Registrant and Bain Capital Partners, LLC(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33626) filed with the SECon March 6, 2015). 10.23 Amended & Restated Credit Agreement, dated as of August 9, 2018, among Genpact International, Inc., Genpact Global Holdings(Bermuda) Limited, Genpact Luxembourg S.À R.L., the Registrant, the lenders party thereto, Wells Fargo Bank, NationalAssociation, as administrative agent, swingline lender, term lender, an issuing bank and a revolving lender, and the other partiesthereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33626) filed withthe SEC on August 9, 2018). 10.24† Amendment No. 1 to Employment Agreement by and among Genpact International, Inc., Genpact LLC and Patrick Cogny, dated asof December 15, 2015 (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 December 18, 2015). 10.25+ Master Services Agreement, dated as of December 22, 2016, by and between Genpact International, Inc. and General ElectricInternational, Inc. (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K (File No. 001-33626) filed with the SEC on March 1, 2017). 10.26* Borrower Assignment & Assumption and Amendment Agreement, dated as of January 17, 2019, by and among GenpactInternational, LLC (formerly Genpact International, Inc.), as the assignor, Genpact USA, Inc., as the assignee, Genpact GlobalHoldings (Bermuda) Limited, Genpact Luxembourg S.à r.l., the Company, the lenders party thereto and Wells Fargo Bank, NationalAssociation, as administrative agent. 21.1* Subsidiaries of the Registrant. 23.1* Consent of KPMG. 24.1* Powers of Attorney (included on the signature pages of this report). 76 ExhibitNumber Description 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document (1) 101.SCH XBRL Taxonomy Extension Schema Document (1) 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1) 101.LAB XBRL Taxonomy Extension Label Linkbase Document (1) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1) *Filed with this Annual Report on Form 10-K.+Confidential treatment has been requested for portions of this exhibit. Confidential materials have been omitted and filed separately with theSecurities and Exchange Commission.†Indicates a management contract or compensatory plan, contract or arrangement in which any director or executive officer participates.(1)Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language):(i) Consolidated Balance Sheets as of December 31, 2017 and December 31, 2018, (ii) Consolidated Statements of Income for the years endedDecember 31, 2016, December 31, 2017 and December 31, 2018, (iii) Consolidated Statement of Comprehensive Income (Loss) for the years endedDecember 31, 2016, December 31, 2017 and December 31, 2018, (iv) Consolidated Statement of Equity and Redeemable Non-controlling Interest forthe years ended December 31, 2016, December 31, 2017 and December 31, 2018, (v) Consolidated Statements of Cash Flows for the years endedDecember 31, 2016, December 31, 2017 and December 31, 2018, and (vi) Notes to Consolidated Financial Statements.Item 16. Form 10-K SummaryNone. 77 GENPACT LIMITED AND ITS SUBSIDIARIESIndex to Consolidated Financial Statements Page No.Reports of Independent Registered Public Accounting FirmF-2Consolidated Balance Sheets as of December 31, 2017 and 2018F-5Consolidated Statements of Income for the years ended December 31, 2016, 2017 and 2018F-6Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2017 and 2018F-7 Consolidated Statements of Equity and Redeemable Non-controlling Interest for the years ended December 31, 2016, 2017 and 2018F-8Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2017 and 2018F-11Notes to the Consolidated Financial StatementsF-12 F-1 Report of Independent Registered Public Accounting Firm To the shareholders and board of directorsGenpact Limited:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Genpact Limited and subsidiaries (“Genpact Limited” or the“Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income (loss),equity, and cash flows for each of the years in the three‑year period ended December 31, 2018, and the related notes (collectively,the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all materialrespects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cashflows for each of the years in the three‑year period ended December 31, 2018, in conformity with U.S. generally acceptedaccounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission, and our report dated March 01, 2019 expressed an unqualified opinion on the effectiveness of the Company’sinternal control over financial reporting.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express anopinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with thePCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws andthe applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of theconsolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide areasonable basis for our opinion. /s/KPMGWe have served as the Company’s auditor since 2004.Gurugram, Haryana, IndiaMarch 01, 2019 F-2 Report of Independent Registered Public Accounting FirmTo the shareholders and board of directorsGenpact Limited:Opinion on Internal Control Over Financial ReportingWe have audited Genpact Limited and subsidiaries (“Genpact Limited” or the “Company”) internal control over financialreporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in allmaterial respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidatedstatements of income, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period endedDecember 31, 2018, and the related notes (collectively, the “consolidated financial statements”), and our report dated March 01,2019 expressed an unqualified opinion on those consolidated financial statements.The Company acquired Barkawi Management Consultants GmbH & Co. KG and certain related entities, and CommonwealthInformatics Inc., and management excluded from its assessment of the effectiveness of the Company’s internal control overfinancial reporting as of December 31, 2018, Barkawi Management Consultants GmbH & Co. KG and certain related entities andCommonwealth Informatics Inc.’s internal control over financial reporting associated with total assets of $132,908 thousands(of which $107,351 thousands represent goodwill and intangible assets included within the scope of the assessment) and totalrevenues of $22,207 thousands included in the consolidated financial statements of the Company as of and for the year endedDecember 31, 2018. Our audit of internal control over financial reporting of the Company also excluded an evaluation of theinternal control over financial reporting of Barkawi Management Consultants GmbH & Co. KG and certain related entities andCommonwealth Informatics Inc.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Reporton Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal controlover financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit of internal control over financial reporting included obtaining an understanding of internal controlover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as weconsideredF-3 necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/KPMGGurugram, Haryana, IndiaMarch 01, 2019 F-4 GENPACT LIMITED AND ITS SUBSIDIARIESConsolidated Balance Sheets(In thousands, except per share data and share count) Notes As of December 31,2017 As of December 31,2018 Assets Current assets Cash and cash equivalents 4 $504,468 $368,396 Accounts receivable, net 5 693,085 774,184 Prepaid expenses and other current assets 8 236,342 212,477 Total current assets $1,433,895 $1,355,057 Property, plant and equipment, net 9 207,030 212,715 Deferred tax assets 25 76,929 74,566 Investment in equity affiliates 28 886 836 Intangible assets, net 10 131,590 177,087 Goodwill 10 1,337,122 1,393,832 Contract cost assets 27 — 160,193 Other assets 11 262,169 155,159 Total assets $3,449,621 $3,529,445 Liabilities and equity Current liabilities Short-term borrowings 15 $170,000 $295,000 Current portion of long-term debt 14 39,226 33,483 Accounts payable 15,050 42,584 Income taxes payable 25 30,026 33,895 Accrued expenses and other current liabilities 13 584,482 571,350 Total current liabilities $838,784 $976,312 Long-term debt, less current portion 14 1,006,687 975,645 Deferred tax liabilities 25 6,747 8,080 Other liabilities 16 168,609 165,226 Total liabilities $2,020,827 $2,125,263 Redeemable non-controlling interest 4,750 — Shareholders' equity Preferred shares, $0.01 par value, 250,000,000 authorized, none issued — — Common shares, $0.01 par value, 500,000,000 authorized, 192,825,207 and 189,346,101 issuedand outstanding as of December 31, 2017 and December 31, 2018, respectively 1,924 1,888 Additional paid-in capital 1,421,368 1,471,301 Retained earnings 355,982 438,453 Accumulated other comprehensive income (loss) (355,230) (507,460)Total equity $1,424,044 $1,404,182 Commitments and contingencies 30 Total liabilities, redeemable non-controlling interest and equity $3,449,621 $3,529,445 See accompanying notes to the Consolidated Financial Statements F-5 GENPACT LIMITED AND ITS SUBSIDIARIESConsolidated Statements of Income(In thousands, except per share data and share count) Year ended December 31, Notes2016 (1) 2017 (1) 2018 Net revenues26$2,570,756 $2,736,929 $3,000,790 Cost of revenue21, 28 1,554,340 1,681,438 1,921,768 Gross profit $1,016,416 $1,055,491 $1,079,022 Operating expenses: Selling, general and administrative expenses22, 28 652,967 689,461 693,865 Amortization of acquired intangible assets10 27,183 36,412 38,850 Other operating (income) expense, net23 (4,940) (1,661) (1,845)Income from operations $341,206 $331,279 $348,152 Foreign exchange gains (losses), net 2,630 1,996 15,239 Interest income (expense), net24 (16,184) (31,735) (37,119)Other income (expense), net29 9,691 23,586 35,761 Income before equity-method investment activity, net andincome tax expense $337,343 $325,126 $362,033 Equity-method investment activity, net (7,698) (4,543) (12)Income before income tax expense $329,645 $320,583 $362,021 Income tax expense25 62,098 59,742 80,763 Net income $267,547 $260,841 $281,258 Net loss attributable to redeemable non-controlling interest 2,137 2,270 761 Net income attributable to Genpact Limited shareholders $269,684 $263,111 $282,019 Net income available to Genpact Limited common shareholders $269,684 $263,111 $282,019 Earnings per common share attributable to Genpact Limited commonshareholders20 Basic $1.30 $1.36 $1.48 Diluted $1.28 $1.34 $1.45 Weighted average number of common shares used in computing earningsper common share attributable to Genpact Limited common shareholders20 Basic 206,861,536 193,864,755 190,674,740 Diluted 210,126,023 197,049,552 193,980,038 (1)Cost of revenue, selling, general and administrative expenses, other income (expense) and income from operations for the year ended December31, 2016 and 2017 have been restated due to the adoption of ASU No. 2017-07 with effect from January 1, 2018. The impact of such restatement isnot material to the Company’s consolidated results of operations, cash flows, financial position and disclosures. See accompanying notes to the Consolidated Financial Statements.F-6 GENPACT LIMITED AND ITS SUBSIDIARIESConsolidated Statements of Comprehensive Income (Loss)(In thousands) Year ended December 31, 2016 2017 2018 Genpact LimitedShareholders RedeemableNon-controllinginterest GenpactLimitedShareholders RedeemableNon-controllinginterest GenpactLimitedShareholders RedeemableNon-controllinginterest Net income (loss)$269,684 $(2,137) $263,111 $(2,270) $282,019 $(761)Other comprehensive income: Currency translation adjustments (46,340) 104 93,871 (341) (109,656) (424)Net income (loss) on cash flowhedging derivatives, net of taxes (Note7) 43,742 — 12,611 — (46,293) — Retirement benefits, net of taxes (4,042) — (3,787) — 1,454 — Other comprehensive income (loss) (6,640) 104 102,695 (341) (154,495) (424)Comprehensive income (loss)$263,044 $(2,033) $365,806 $(2,611) $127,524 $(1,185) See accompanying notes to the Consolidated Financial Statements. F-7 GENPACT LIMITED AND ITS SUBSIDIARIESConsolidated Statements of Equity and Redeemable Non-controlling Interest(In thousands, except share count) Genpact Limited Shareholders Common shares No. ofShares Amount AdditionalPaid-in Capital RetainedEarnings AccumulatedOtherComprehensiveIncome (Loss) TotalEquity Redeemablenon-controllinginterest Balance as of January 1, 2016 211,472,312 $2,111 $1,342,022 $411,508 $(451,285) $1,304,356 $— Issuance of common shares on exercise of options (Note 18) 994,155 10 14,886 - - 14,896 — Issuance of common shares under the employee stock purchase plan (Note18) 146,685 1 3,331 — — 3,332 — Net settlement on vesting of restricted share units (Note 18) 121,682 1 (884) — — (883) — Stock repurchased and retired (Note19) (13,940,782) (139) — (345,061) — (345,200) — Deferred tax assets recognized on early adoption of ASU 2016-09 (Note 25) — — — 24,912 — 24,912 — Expenses related to stock purchase (Note 19) - - - (279) — (279) — Stock-based compensation expense (Note 18) - - 25,113 - - 25,113 — Acquisition of redeemable non controlling interest — — — — — — 3,910 Change in fair value of redeemable non-controlling interest — — — (2,643) — (2,643) 2,643 Comprehensive income: Net income - - - 269,684 - 269,684 (2,137)Other comprehensive income (loss) - - - - (6,640) (6,640) 104 Balance as of December 31, 2016 198,794,052 $1,984 $1,384,468 $358,121 $(457,925) $1,286,648 $4,520See accompanying notes to the Consolidated Financial Statements.F-8 GENPACT LIMITED AND ITS SUBSIDIARIESConsolidated Statements of Equity and Redeemable Non-controlling Interest(In thousands, except share count) Genpact Limited Shareholders Accumulated Common shares Other Redeemable No. of Shares Amount Additional Paid-in Capital RetainedEarnings ComprehensiveIncome (Loss) TotalEquity non-controllinginterest Balance as of January 1, 2017 198,794,052 $1,984 $1,384,468 $358,121 $(457,925) $1,286,648 $4,520 Issuance of common shares onexercise of options (Note 18) 743,045 7 10,765 — — 10,772 — Issuance of common shares under theemployee stock purchase plan (Note 18) 190,435 2 4,754 — — 4,756 — Net settlement on vesting ofrestricted share units (Note 18) 103,220 1 (358) — — (357) — Net settlement on vesting ofperformance units (Note 18) 731,701 7 (9,946) — — (9,939) — Stock repurchased and retired (Note 19) (7,737,246) (77) (4,000) (215,707) — (219,784) — Expenses related to stock repurchase (Note 19) — — — (16) — (16) — Stock-based compensation expense (Note 18) — — 35,685 — — 35,685 — Change in fair value of redeemable non-controlling interest — — — (2,841) — (2,841) 2,841 Comprehensive income (loss): Net income (loss) — — — 263,111 — 263,111 (2,270)Other comprehensive income (loss) — — — — 102,695 102,695 (341)Dividend (Note 19 ) — — — (46,686) — (46,686) — Balance as of December 31, 2017 192,825,207 $1,924 $1,421,368 $355,982 $(355,230) $1,424,044 $4,750See accompanying notes to the Consolidated Financial Statements.F-9 GENPACT LIMITED AND ITS SUBSIDIARIESConsolidated Statements of Equity and Redeemable Non-controlling Interest(In thousands, except share count) Genpact Limited Shareholders Accumulated Common shares Other Redeemable No. ofShares Amount Additional Paid-in Capital RetainedEarnings ComprehensiveIncome (Loss) TotalEquity non-controllinginterest Balance as of January 1, 2018, as previously reported 192,825,207 $1,924 $1,421,368 $355,982 $(355,230) $1,424,044 $4,750 Adoption of ASU 2014-09 (Note 2(c)) — — — 17,924 — 17,924 — Adjusted balance as of January 1, 2018 192,825,207 $1,924 $1,421,368 $373,906 $(355,230) $1,441,968 $4,750 Adoption of ASU 2018-02 (Note 7, 25) — — — (2,265) 2,265 — — Issuance of common shares on exercise of options (Note 18) 441,076 4 7,254 — — 7,258 — Issuance of common shares under the employee stock purchaseplan (Note 18) 245,467 2 6,774 — — 6,776 — Net settlement on vesting of restricted share units (Note 18) 227,560 2 (2,651) — — (2,649) — Net settlement on vesting of performance units (Note 18) 691,958 7 (13,277) — — (13,270) — Stock repurchased and retired (Note 19) (5,085,167) (51) 4,000 (158,007) — (154,058) — Expenses related to stock repurchase (Note 19) — — — (98) — (98) — Stock-based compensation expense (Note 18) — — 48,998 — — 48,998 — Payment for purchase of redeemable non-controlling interest — — (1,165) — — (1,165) (3,565)Comprehensive income (loss): Net income (loss) — — — 282,019 — 282,019 (761)Other comprehensive income (loss) — — — — (154,495) (154,495) (424)Dividend (Note 19) — — — (57,102) — (57,102) — Balance as of December 31, 2018 189,346,101 $1,888 $1,471,301 $438,453 $(507,460) $1,404,182 $—See accompanying notes to the Consolidated Financial Statements. F-10 GENPACT LIMITED AND ITS SUBSIDIARIESConsolidated Statements of Cash Flows(In thousands) Year ended December 31, 2016 2017 2018 Operating activities Net income attributable to Genpact Limited shareholders $269,684 $263,111 $282,019 Net loss attributable to redeemable non-controlling interest (2,137) (2,270) (761)Net income $267,547 $260,841 $281,258 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 54,553 58,503 64,868 Amortization of debt issuance costs (including loss on extinguishment of debt) 1,531 1,884 3,975 Amortization of acquired intangible assets 27,183 36,412 38,850 Write-down of intangible assets and property, plant and equipment 11,195 9,311 4,265 Reserve for doubtful receivables 7,282 9,819 1,857 Unrealized loss (gain) on revaluation of foreign currency asset/liability 1,717 (11,830) 3,352 Equity-method investment activity, net 7,698 4,543 12 Stock-based compensation expense 25,113 35,685 48,998 Deferred income taxes 30,454 (10,391) 6,054 Loss (gain) on divestiture (5,214) 5,668 — Others, net (41) (4,785) 1,317 Change in operating assets and liabilities: Increase in accounts receivable (48,612) (57,267) (76,894)Increase in prepaid expenses, other current assets, contract cost assets and other assets (62,852) (28,381) (76,392)Increase (decrease) in accounts payable (463) (2,155) 26,401 Increase in accrued expenses, other current liabilities and other liabilities 27,977 46,581 5,993 Increase in income taxes payable 704 4,640 5,597 Net cash provided by operating activities $345,772 $359,078 $339,511 Investing activities Purchase of property, plant and equipment (81,926) (57,231) (84,978)Payment for acquired/internally generated intangible assets (including intangibles under development) (6,846) (16,441) (75,439)Proceeds from sale of property, plant and equipment 547 1,738 668 Investment in equity affiliates (9,620) (496) — Payment for business acquisitions, net of cash acquired (45,162) (284,822) (111,571)Proceeds from divestiture of business, net of cash divested 17,242 (4,738) — Payment for purchase of redeemable non-controlling interest — — (4,730)Net cash used for investing activities $(125,765) $(361,990) $(276,050)Financing activities Repayment of capital lease obligations (1,793) (2,708) (2,395)Payment of debt issuance costs — (2,630) (4,293)Proceeds from long-term debt — 350,000 129,186 Repayment of long-term debt (40,000) (40,000) (166,186)Proceeds from short-term borrowings 200,000 295,000 250,000 Repayment of short-term borrowings (61,500) (285,000) (125,000)Proceeds from issuance of common shares under stock-based compensation plans 18,228 15,528 14,034 Payment for net settlement of stock-based awards (769) (10,296) (15,919)Payment of earn-out/deferred consideration (1,485) (6,219) (3,356)Dividend paid — (46,686) (57,102)Payment for stock repurchased and retired (345,200) (219,784) (154,058)Payment for expenses related to stock repurchase (279) (16) (98)Net cash provided by/(used for) financing activities $(232,798) $47,189 $(135,187)Effect of exchange rate changes (15,493) 37,568 (64,346)Net increase (decrease) in cash and cash equivalents (12,791) 44,277 (71,726)Cash and cash equivalents at the beginning of the period 450,907 422,623 504,468 Cash and cash equivalents at the end of the period $422,623 $504,468 $368,396 Supplementary information Cash paid during the period for interest (including interest rate swaps ) $19,530 $27,915 $41,484 Cash paid during the period for income taxes $46,731 $66,238 $81,411 Property, plant and equipment acquired under capital lease obligations $2,206 $2,318 $2,031 See accompanying notes to the Consolidated Financial Statements.F-11 GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 1. Organization The Company is a global professional services firm that drives digitally-led innovation and runs digitally-enabled intelligent operations forits clients, guided by its experience running thousands of processes for hundreds of Fortune Global 500 clients. The Company has over 87,000employees serving clients in key industry verticals from more than 25 countries. 2. Summary of significant accounting policies(a) Basis of preparation and principles of consolidationThe accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles(U.S. GAAP). The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fairpresentation of the results of operations for these periods.The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of Genpact Limited,a Bermuda company, and all of its subsidiaries that are more than 50% owned and controlled. When the Company does not have a controllinginterest in an entity but exerts significant influence over the entity, the Company applies the equity method of accounting. All intercompanytransactions and balances are eliminated in consolidation.Non-controlling interest in subsidiaries that is redeemable outside of the Company’s control for cash or other assets is reflected in themezzanine section between liabilities and equity in the consolidated balance sheets at the redeemable value, which approximates fair value.Redeemable non-controlling interest is adjusted to its fair value at each balance sheet date. Any resulting increases or decreases in the estimatedredemption amount are affected by corresponding charges to additional paid-in capital. The share of non-controlling interest in subsidiary earningsis reflected in net loss (income) attributable to redeemable non-controlling interest in the consolidated statements of income.(b) Use of estimatesThe preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates andassumptions that affect the amounts reported in the consolidated financial statements. Significant items subject to such estimates and assumptionsinclude the useful lives of property, plant and equipment, intangibles and goodwill, revenue recognition, reserves for doubtful receivables, valuationallowances for deferred tax assets, the valuation of derivative financial instruments, measurements of stock-based compensation, assets andobligations related to employee benefits, and income tax uncertainties and other contingencies. Management believes that the estimates used in thepreparation of the consolidated financial statements are reasonable. Although these estimates are based upon management’s best knowledge ofcurrent events and actions, actual results could differ from these estimates. Any changes in estimates are adjusted prospectively in the Company’sconsolidated financial statements.(c) Changes in accounting policiesExcept as described below, the Company has applied accounting policies consistently to all periods presented in these consolidatedfinancial statements. The Company adopted Accounting standard codification (ASC) Topic 606, Revenue from Contracts with Customers (“Topic606”), effective January 1, 2018. The revenue accounting policy followed by the company before its adoption of Topic 606 is described below. F-12 2. Summary of significant accounting policies (Continued) The Company derives its revenue primarily from business process outsourcing and information technology services, which are providedon a time-and-material, transaction or fixed-price basis. The Company recognizes revenue when persuasive evidence of an arrangement exists, thesales price is fixed or determinable, services have been rendered and collectability is reasonably assured. Revenues from services rendered under time-and-materials and transaction-based contracts are recognized as the services are provided. The Company’s fixed-price contracts include contracts forapplication development, maintenance and support services. Revenues from these contracts are recognized ratably over the term of the agreement.The Company accrues for revenue and unbilled receivables for the services rendered between the last billing date and the balance sheet date. Customer contracts can also include incentive payments received for discrete benefits delivered to clients. Revenues relating to suchincentive payments are recorded when the contingency is satisfied and the Company concludes the amounts are earned.Revenue from fixed-price contracts for the development of software and related services is recognized in accordance with the percentage-of-completion method. Guidance has been drawn from Financial Accounting Standards Board (“FASB”) guidance on Software—RevenueRecognition to account for revenue from fixed-price arrangements for software development and related services in conformity with FASB guidanceon Revenue Recognition—Construction—Type and Production-Type Contracts. The input (effort or cost expended) method has been used to measureprogress towards completion as there is a direct relationship between input and productivity. Provisions for estimated losses, if any, on uncompletedcontracts are recorded in the period in which such losses become probable based on the current contract estimates.The Company has deferred the revenue and costs attributable to certain process transition activities with respect to its customers wheresuch activities do not represent the culmination of a separate earnings process. Such revenue and costs are subsequently recognized ratably over theperiod in which the related services are performed. Further, the deferred costs are limited to the amount of the deferred revenues.Revenues are reported net of value-added tax, business tax and applicable discounts and allowances. Reimbursements of out-of-pocketexpenses received from clients have been included as part of revenues.The Company enters into multiple-element revenue arrangements in which a client may purchase a combination of its services. Revenuefrom multiple-element arrangements is recognized, for each element, based on (1) the attainment of the delivery criterion; (2) its fair value, which isdetermined using the selling price hierarchy of vendor-specific objective evidence (“VSOE”) of fair value, third-party evidence or best estimated sellingprice, as applicable, and (3) its allocated selling price, which is based on the relative sales price method. The Company has changed its accounting policy for revenue recognition as detailed below. The Company applied Topic 606 using themodified retrospective method, which involves recognizing the cumulative effect of initially applying Topic 606 as an adjustment to the Company’sopening equity balance as of January 1, 2018. Therefore, comparative information has not been adjusted and continues to be reported under Topic605. As a result of the Company’s adoption of this new standard, certain sales incentive programs meet the requirements for capitalization. Suchcosts are amortized over the period of expected benefit rather than being expensed as incurred as was the Company’s prior practice. The cumulativeimpact of the adoption of this standard F-13GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)resulted in an increase in retained earnings of $17,924 as of January 1, 2018 with a corresponding impact on contract cost assets of $23,227 anddeferred tax liabilities of $5,303. As of January 1, 2018, contract assets and contract liabilities of $21,348 relating to the same customer contractshave been offset against each other.(d) Revenue recognition (effective January 1, 2018)The Company derives its revenue primarily from business process outsourcing and information technology services, which are providedprimarily on a time-and-material, transaction or fixed-price basis. The Company recognizes revenue when the promised services are delivered tocustomers for an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. Revenues fromservices rendered under time-and-material and transaction-based contracts are recognized as the services are provided. The Company’s fixed-pricecontracts include contracts for application development, maintenance and support services. Revenues from these contracts are recognized ratablyover the term of the agreement. The Company accrues for revenue and unbilled receivables for services rendered between the last billing date and thebalance sheet date.The Company’s customer contracts sometimes also include incentive payments received for discrete benefits delivered or promised to bedelivered to clients or service level agreements that could result in credits or refunds to the client. Revenues relating to such arrangements areaccounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that asignificant reversal of any incremental revenue will not occur.The Company records deferred revenue attributable to certain process transition activities where such activities do not represent separateperformance obligations. Revenues relating to such transition activities are classified under contract liabilities and subsequently recognized ratablyover the period in which the related services are performed. Costs relating to such transition activities are fulfillment costs which are directly relatedto the contract and result in the generation or enhancement of resources. Such costs are expected to be recoverable under the contract and aretherefore classified as contract cost assets and recognized ratably over the estimated expected period of benefit under cost of revenue.Revenues are reported net of value-added tax, business tax and applicable discounts and allowances. Reimbursements of out-of-pocketexpenses received from clients have been included as part of revenues. Revenue for performance obligations that are satisfied over time is recognized in accordance with the methods prescribed for measuringprogress. The input (effort or cost expended) method has been used to measure progress towards completion as there is a direct relationship betweeninput and productivity. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses becomeprobable based on the current contract estimates. The Company enters into multiple-element revenue arrangements in which a client may purchase a combination of products or services.Revenue from multiple-element arrangements is recognized, for each element, based on an allocation of the transaction price to each performanceobligation on a relative standalone basis. Certain contracts may include offerings such as sale of licenses, which may be perpetual or subscription-based. Revenue from distinctperpetual licenses is recognized upfront at the point in time when the software is made available to the customer. Revenue from distinct subscription-based licenses is recognized at the point in time it is transferred to the client. Revenue from any associated maintenance or ongoing support servicesis recognized ratably over the term of the contract. For a combined software license/services performance obligation, revenue is recognized over theperiod that the services are performed. F-14GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued) All incremental and direct costs incurred for acquiring contracts, such as certain sales commissions, are classified as contract cost assets.Such costs are amortized over the expected period of benefit and recorded under selling, general and administrative expenses. Other upfront fees paid to clients are classified as contract assets. Such costs are amortized over the expected period of benefit and recorded asan adjustment to the transaction price and subtracted from revenue.Timing of revenue recognition may differ from the timing of invoicing. If a payment is received in respect of services prior to the delivery ofservices, the payment is recognized as an advance from clients and classified as a contract liability. Contract assets and contract liabilities relating tothe same client contract are offset against each other and presented on a net basis in the consolidated financial statements. See note 27 forinformation and related disclosures regarding contract balances. Significant judgements The Company often enters into contracts with clients that include promises to transfer multiple products and services to the client.Determining whether products and services are considered distinct performance obligations that should be accounted for separately rather thantogether may require significant judgment. Judgment is also required to determine the standalone selling price for each distinct performance obligation. In instances where thestandalone selling price is not directly observable, it is determined using information that may include market conditions and other observableinputs. Client contracts sometimes include incentive payments received for discrete benefits delivered to clients or service level agreements that couldresult in credits or refunds to the client. Such amounts are estimated at contract inception and are adjusted at the end of each reporting period asadditional information becomes available only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. F-15GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)Impact on consolidated financial statementsThe following tables summarize the impact of the Company’s adoption of Topic 606 on its consolidated financial statements for the year endedDecember 31, 2018. Consolidated Balance SheetAs of December 31, 2018 As reported Adjustments Balanceswithoutadoption ofTopic 606 Assets Current assets Cash and cash equivalents $368,396 $368,396 Accounts receivable, net 774,184 774,184 Prepaid expenses and other current assets (a, c) 212,477 56,594 269,071 Total current assets $1,355,057 56,594 $1,411,651 Property, plant and equipment, net 212,715 212,715 Deferred tax assets (b) 74,566 5,984 80,550 Investment in equity affiliates 836 836 Intangible assets, net 177,087 177,087 Goodwill 1,393,832 1,393,832 Contract cost assets (a, b) 160,193 (160,193) - Other assets (a, c) 155,159 107,133 262,292 Total assets $3,529,445 9,518 $3,538,963 Liabilities and equity Current liabilities Short-term borrowings 295,000 295,000 Current portion of long-term debt 33,483 33,483 Accounts payable 42,584 42,584 Income taxes payable 33,895 33,895 Accrued expenses and other current liabilities (c) 571,350 10,289 581,639 Total current liabilities $976,312 10,289 $986,601 Long-term debt, less current portion 975,645 975,645 Deferred tax liabilities 8,080 8,080 Other liabilities (c) 165,226 19,136 184,362 Total liabilities $2,125,263 29,425 $2,154,688 Redeemable non-controlling interest - - Shareholders' equity Preferred shares, $0.01 par value, 250,000,000 authorized, none issued - - Common shares, $0.01 par value, 500,000,000 authorized,192,825,207 and 189,346,101issued and outstanding as of December 31, 2017 and December 31, 2018, respectively 1,888 1,888 Additional paid-in capital 1,471,301 1,471,301 Retained earnings (b) 438,453 (19,907) 418,546 Accumulated other comprehensive income (loss) (507,460) (507,460)Total equity $1,404,182 (19,907) $1,384,275 Commitments and contingencies Total liabilities, redeemable non-controlling interest and equity $3,529,445 9,518 $3,538,963 (a) As a result of its adoption of ASC 606, the Company has reclassified deferred transition costs from “Prepaid expenses and other current assets” amounting to$48,704 and “Other assets” amounting to $85,598 to “Contract cost assets” amounting to $134,302.(b) The cumulative impact of the adoption of ASC 606 resulted in a $160,193 increase in "Contract cost assets," which includes the reclassification of $134,302 (refer tonote a in the table above) and a closing balance of $25,891 related to sales incentive programs, with a corresponding impact on retained earnings of $ 19,907 and ondeferred tax assets of $5,984 which has been offset against deferred tax assets.(c) As a result of its adoption of ASC 606, the company has offset contract assets amounting to $7,890 under “Prepaid expenses and other current assets” and $21,535under “Other assets” against contract liabilities amounting $10,289 under “Accrued expenses and other current liabilities” and $19,136 under “Other liabilities” related tothe same customer contract. F-16GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued) Consolidated Statement of Income Year ended December 31,2018As reported Adjustments Balances withoutadoption of Topic 606 Net revenues$3,000,790 $3,000,790 Cost of revenue 1,921,768 1,921,768 Gross profit$1,079,022 — $1,079,022 Operating expenses: Selling, general and administrative expenses (e) 693,865 2,664 696,529 Amortization of acquired intangible assets 38,850 38,850 Other operating (income) expense, net (1,845) (1,845)Income from operations$348,152 (2,664)$345,488 Foreign exchange gains (losses), net 15,239 15,239 Interest income (expense), net (37,119) (37,119)Other income (expense), net 35,761 35,761 Income before equity-method investment activity, net andincome tax expense$362,033 (2,664)$359,369 Equity-method investment activity, net (12) — (12)Income before income tax expense$362,021 (2,664)$359,357 Income tax expense (benefit) 80,763 (681) 80,082 Net income$281,258 (1,983)$279,275 Net loss (income) attributable to non-controlling interest 761 — 761 Net income attributable to Genpact Limited shareholders$282,019 (1,983)$280,036 (e) During the year ended December 31, 2018, the Company amortized $14,788 in contract costs related to obtaining a contract. Following theadoption of ASC 606, the Company capitalized such costs in an amount of $17,452 resulting in a net adjustment of $2,664 with a correspondingimpact on income tax benefit of $681. F-17GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued) Consolidated Statement of Cash flow Year ended December 31, 2018As reported Adjustments Balances withoutadoption of Topic606 Operating activities Net income attributable to Genpact Limited shareholders (f)$282,019 (1,983)$280,036 Net loss attributable to redeemable non-controlling interest (761) (761)Net income (f)$281,258 (1,983)$279,275 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 64,868 64,868 Amortization of debt issuance costs (including loss on extinguishment of debt) 3,975 3,975 Amortization of acquired intangible assets 38,850 38,850 Write-down of intangible assets and property, plant and equipment 4,265 4,265 Reserve for doubtful receivables 1,857 1,857 Unrealized loss (gain) on revaluation of foreign currency asset/liability 3,352 3,352 Equity-method investment activity, net 12 12 Stock-based compensation expense 48,998 48,998 Deferred income taxes (f) 6,054 (681) 5,373 Others, net 1,317 1,317 Change in operating assets and liabilities: Increase in accounts receivable (76,894) (76,894)Increase in prepaid expenses, other current assets, contract cost assets and other assets (f, g) (76,392) (5,413) (81,805)Increase in accounts payable 26,401 26,401 Increase in accrued expenses, other current liabilities and other liabilities (g) 5,993 8,077 14,070 Increase in income taxes payable 5,597 5,597 Net cash provided by operating activities$339,511 — $339,511 Investing activities Purchase of property, plant and equipment (84,978) (84,978)Payment for internally generated intangible assets (including intangibles under development) (75,439) (75,439)Proceeds from sale of property, plant and equipment 668 668 Payment for business acquisitions, net of cash acquired (111,571) (111,571)Payment for redeemable non-controlling interest (4,730) (4,730)Net cash used for investing activities$(276,050) — $(276,050)Financing activities Repayment of capital lease obligations (2,395) (2,395)Payment of debt issuance and refinancing costs (4,293) (4,293)Proceeds from long term debt 129,186 129,186 Repayment of long-term debt (166,186) (166,186)Proceeds from short-term borrowings 250,000 250,000 Repayment of short-term borrowings (125,000) (125,000)Proceeds from issuance of common shares under stock-based compensation plans 14,034 14,034 Payment for net settlement of stock-based awards (15,919) (15,919)Payment of earn-out/deferred consideration (3,356) (3,356)Dividend paid (57,102) (57,102)Payment for stock repurchased and retired (154,058) (154,058)Payment for expenses related to stock repurchase (98) (98)Net cash used for financing activities$(135,187) — $(135,187)Effect of exchange rate changes (64,346) (64,346)Net increase (decrease) in cash and cash equivalents (71,726) (71,726)Cash and cash equivalents at the beginning of the period 504,468 504,468 Cash and cash equivalents at the end of the period$368,396 — $368,396 (f) During the year ended December 31, 2018, the Company amortized $14,788 in contract costs related to obtaining a contract. Following the adoption of ASC 606, theCompany capitalized such costs in an amount of $17,452, resulting in a net adjustment of $2,664 and a tax impact of $(681) which is further adjusted by note (g) below.(g) Following the adoption of ASC 606, the Company offset certain contract assets against contract liabilities related to the same client contract in an amount of $8,077. F-18GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)(e) Accounts receivableAccounts receivable are recorded at the invoiced or to be invoiced amount and do not bear interest. Amounts collected on trade accountsreceivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains anallowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance,management considers historical losses adjusted to take into account current market conditions and clients’ financial conditions, the amount ofreceivables in dispute, and the current receivables’ aging and current payment patterns. Account balances are charged off against the allowance afterall means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheetcredit exposure related to its clients.(f) Cash and cash equivalentsCash and cash equivalents consist of cash and bank balances and all highly liquid investments purchased with an original maturity of threemonths or less.(g) Short-term investmentsAll liquid investments with an original maturity greater than 90 days but less than one year are considered to be short-term investments.Marketable short-term investments are classified and accounted for as available-for-sale investments. Available-for-sale investments are reported atfair value with changes in unrealized gains and losses recorded as a separate component of other comprehensive income (loss) until realized.Realized gains and losses on investments are determined based on the specific identification method and are included in “Other income (expense),net.” The Company does not hold these investments for speculative purposes.(h) Property, plant and equipment, netProperty, plant and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for replacements andimprovements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred. The Company depreciates andamortizes all property, plant and equipment using the straight-line method over the following estimated economic useful lives of the assets: YearsBuildings 40Furniture and fixtures 4Computer equipment and servers 4Plant, machinery and equipment 4Computer software 4-7Leasehold improvements Lesser of lease periodor 10 YearsVehicles 3-4 The Company capitalizes certain computer software and software development costs incurred in connection with developing or obtainingcomputer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended.Capitalized software costs include only (i) external direct costs of materials and services utilized in developing or obtaining computer software,(ii) compensation and related benefits for employees who are directly associated with the software project, and (iii) interest costs incurred whiledeveloping internal-use computer software. F-19GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)Capitalized computer software costs are included in property, plant and equipment on the Company’s balance sheet and amortized on astraight-line basis when placed into service over the estimated useful lives of the software. Advances paid towards acquisition of property, plant and equipment outstanding as of each balance sheet date and the cost of property, plantand equipment not put to use before such date are disclosed under “Capital work in progress.”(i) Business combinations, goodwill and other intangible assetsThe Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805, BusinessCombinations, by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest inthe acquired business, measured at their acquisition date fair values. Contingent consideration is included within the acquisition cost and isrecognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value as of each reportingdate until the contingency is resolved. Changes in fair value are recognized in earnings. All assets and liabilities of the acquired businesses,including goodwill, are assigned to reporting units. Acquisition-related costs are expensed as incurred under Selling, General and AdministrativeExpenses.Goodwill represents the cost of acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased.Goodwill is not amortized but is tested for impairment at least on an annual basis on December 31, based on a number of factors, including operatingresults, business plans and future cash flows. The Company performs an assessment of qualitative factors to determine whether the existence ofevents or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.Based on the assessment of events or circumstances, the Company performs a quantitative assessment of goodwill impairment if it determines that itis more likely than not that the fair value of a reporting unit is less than its carrying amount. If, based on the quantitative impairment analysis, thecarrying value of the goodwill of a reporting unit exceeds the fair value of such goodwill, an impairment loss is recognized in an amount equal to theexcess. In addition, the Company performs a qualitative assessment of goodwill impairment between annual tests if an event occurs or circumstanceschange that would more likely than not reduce the fair value of a reporting unit below its carrying amount. See Note 10 for information and relateddisclosures.Intangible assets including technology acquired / developed individually or with a group of other assets or in a business combination arecarried at cost less accumulated amortization based on their estimated useful lives as follows: Customer-related intangible assets 1-14 yearsMarketing-related intangible assets 1-10 yearsTechnology-related intangible assets 2-8 yearsOther intangible assets 3-5 years Intangible assets are amortized over their estimated useful lives using a method of amortization that reflects the pattern in which the economicbenefits of the intangible assets are consumed or otherwise realized.In business combinations, where the fair value of identifiable tangible and intangible net assets purchased exceeds the cost of the acquiredbusiness, the Company recognizes the resulting gain under “Other operating (income) expense, net” in the Consolidated Statements of Income.F-20GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)The Company also capitalizes certain software and technology development costs incurred in connection with developing or obtainingsoftware or technology for sale/lease to customers when the initial design phase is completed and commercial and technological feasibility has beenestablished. Any development cost incurred before technological feasibility is established is expensed as incurred as research and development costs.Technological feasibility is established upon completion of a detailed design program or, in its absence, completion of a working model. Capitalizedsoftware and technology costs include only (i) external direct costs of materials and services utilized in developing or obtaining software andtechnology and (ii) compensation and related benefits for employees who are directly associated with the project.Costs incurred in connection with developing or obtaining software or technology for sale/lease to customers which are under developmentand not put to use are disclosed under “intangible assets under development.” Advances paid toward the acquisition of intangible assets outstandingas of each balance sheet date are disclosed under “intangible assets under development.”Capitalized software and technology costs are included in intangible assets under technology-related intangible assets on the Company’sbalance sheet and amortized on a straight-line basis when placed into service over the estimated useful lives of the software and technology. (j) Impairment of long-lived assetsLong-lived assets, including certain intangible assets, to be held and used are reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount of such assets may not be recoverable. Such assets are required to be tested for impairment if thecarrying amount of the assets is higher than the future undiscounted net cash flows expected to be generated from the assets. The impairment amountto be recognized is measured as the amount by which the carrying value of the assets exceeds their fair value. The Company determines fair value byusing a discounted cash flow approach.(k) Foreign currencyThe Company’s consolidated financial statements are reported in U.S. dollars, the Company’s functional currency. The functional currency forthe Company’s subsidiaries organized in Europe, other than the United Kingdom, the Czech Republic, Luxembourg and one subsidiary in Poland, isthe euro, and the functional currencies of the Company’s subsidiaries organized in Brazil, China, Colombia, Guatemala, India, Israel, Japan,Morocco, South Africa, the Philippines, Poland, the Czech Republic, Hong Kong, Singapore, Australia and Canada are their respective localcurrencies. The functional currency of all other Company subsidiaries is the U.S. dollar. The translation of the functional currencies of theCompany’s subsidiaries into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date andfor revenues and expense accounts using a monthly average exchange rate prevailing during the respective period. The gains or losses resulting fromsuch translation are reported as currency translation adjustments under other comprehensive income (loss), net, under accumulated othercomprehensive income (loss) as a separate component of equity.Monetary assets and liabilities of each subsidiary denominated in currencies other than the subsidiary’s functional currency are translatedinto their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of each subsidiary in currenciesother than the subsidiary’s functional currency are translated into the respective functional currencies at the average monthly exchange rateprevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidatedstatements of income.F-21GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)(l) Derivative instruments and hedging activitiesIn the normal course of business, the Company uses derivative financial instruments to manage fluctuations in foreign currency exchangerates and interest rate fluctuation. The Company purchases forward foreign exchange contracts to mitigate the risk of changes in foreign exchangerates on intercompany transactions and forecasted transactions denominated in foreign currencies and interest rate swaps to mitigate interest ratefluctuation risk on its indebtedness.The Company recognizes derivative instruments and hedging activities as either assets or liabilities in its consolidated balance sheets andmeasures them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative andwhether it is designated and qualifies for hedge accounting. Changes in the fair values of derivatives designated as cash flow hedges are deferred andrecorded as a component of other comprehensive income (loss) reported under accumulated other comprehensive income (loss) until the hedgedtransactions occur and are then recognized in the consolidated statements of income along with the underlying hedged item and disclosed as part of“Total net revenues,” “Cost of revenue,” “Selling, general and administrative expenses,” and “Interest expense,” as applicable. Changes in the fairvalue of derivatives not designated as hedging instruments and the ineffective portion of derivatives designated as cash flow hedges are recognized inthe consolidated statements of income and are included in foreign exchange gains (losses), net, and other income (expense), net, respectively.With respect to derivatives designated as hedges, the Company formally documents all relationships between hedging instruments and hedgeditems, as well as its risk management objectives and strategy for undertaking various hedge transactions. The Company also formally assesses, bothat the inception of the hedge and on a quarterly basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows ofthe hedged item. If it is determined that a derivative or portion thereof is not highly effective as a hedge, or if a derivative ceases to be a highly effectivehedge, the Company will prospectively discontinue hedge accounting with respect to that derivative.In all situations in which hedge accounting is discontinued and the derivative is retained, the Company continues to carry the derivative at itsfair value on the balance sheet and recognizes any subsequent change in its fair value in the consolidated statements of income. When it is probablethat a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately, in foreign exchange gains(losses), net in the consolidated statements of income, the gains and losses attributable to such derivative that were accumulated in othercomprehensive income (loss). (m) Income taxesThe Company accounts for income taxes using the asset and liability method of accounting for income taxes. Under this method, income taxexpense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognizedfor future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and theirtax bases and all operating loss and tax credit carry forwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expectedto apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assetsand liabilities of a change in tax laws or rates is recognized in the statement of income in the period that includes the enactment date. Deferred taxassets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of thedeferred tax assets will not be realized.F-22GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)The Company applies a two-step approach for recognizing and measuring the benefit of tax positions. The first step is to evaluate the taxposition for recognition by determining, based on the technical merits, that the position will more likely than not be sustained upon examination.The second step is to measure the tax benefit as the largest amount of the tax benefit that is greater than 50 percent likely of being realized uponsettlement. The Company includes interest and penalties related to underpayment of income taxes within income tax expense.The Company follows the specific identification approach for releasing stranded tax effects from AOCI upon recognition of these AOCI itemsin the Company’s statement of income.(n) Employee benefit plansContributions to defined contribution plans are charged to consolidated statements of income in the period in which services are rendered bythe covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of definedbenefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment toa plan is recognized and amortized over the remaining period of service of the covered employees. The Company recognizes its liabilities forcompensated absences dependent on whether the obligation is attributable to employee services already rendered, relates to rights that vest oraccumulate and payment is probable and estimable. On January 1, 2018, the Company adopted ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of NetPeriodic Pension Cost and Net Periodic Postretirement Benefit Cost. The service cost is recognized under “cost of revenue” and “selling, general andadministrative expenses,” depending on the functional area of the underlying employees included in the plans, and the non-operating components ofnet benefit plan costs are included within “other income (expense), net” in the consolidated statements of income.The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and otherassumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews itsassumptions on an annual or quarterly basis and makes modifications to the assumptions based on current rates and trends when it is appropriate todo so. The effect of modifications to those assumptions is recorded in other comprehensive income (loss) and amortized to net periodic cost overfuture periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under its plans arereasonable based on its experience and market conditions. (o) Deferred Compensation PlansThe Company maintains a non-qualified deferred compensation plan for certain employees. The plan is accounted for using the fair valuemeasurement approach. Plan earnings are calculated by reference to actual earnings of the funds chosen by individual participants. In connectionwith the administration of this plan, the Company has purchased Company-owned life insurance policies insuring the lives of certain employees,held under a Rabbi Trust. The Company consolidates the invested assets of the trust. The cash surrender value of these insurance policies is includedin “other assets” in the consolidated balance sheets at fair value. Gains or losses on the plan’s assets and changes in the fair value of deferredcompensation liabilities are included in “other income (expense), net,” and “selling, general and administrative expenses,” respectively, in theconsolidated statements of income.(p) Stock-based compensationThe Company recognizes and measures compensation expense for all stock-based awards based on the grant date fair value. For optionawards, grant date fair value is determined under the option-pricing model (Black-Scholes-Merton) and for awards other than option awards, grantdate fair value is determined on the basis of the fair market value of a Company common share on the date of grant of such awards. The Companyrecognizes compensation expense for stock-based awards net of estimated forfeitures. Stock-based compensation recognized in the consolidatedstatements of income is based on awards ultimately expected to vest. As a result, the expense has been reduced for estimated forfeitures. Forfeituresare estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from such estimates. F-23GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)(q) Accelerated Share RepurchaseThe Company entered into an accelerated share repurchase (“ASR”) agreement in 2017 with a third-party financial institution to repurchaseshares of the Company’s common stock. Under the ASR agreement, the Company paid an upfront amount to the financial institution and received aninitial delivery of shares. Upon an interim delivery and settlement of the ASR agreement, the financial institution delivered additional shares to theCompany, with the final number of shares delivered determined by reference to the volume-weighted average price of the Company’s common sharesover the term of the agreement, less an agreed-upon discount. The transactions were accounted for as equity transactions. All shares repurchasedunder the ASR agreement were retired. The number of weighted average common shares outstanding used by the Company for purposes of calculatingbasic and diluted earnings per share was reduced as of the date of delivery of the common shares. (r) Government incentivesThe Company recognizes incentives in the consolidated statement of income under “other income (expense), net.” Incentives are recognized inthe income statement when there is reasonable assurance that the Company will comply with the conditions for their receipt and a reasonableexpectation that the funds will be received. In certain circumstances, the receipt of an incentive may not be subject to any condition or requirement toincur further costs, in which case the incentive is recognized in the income statement for the period in which it becomes receivable. In the event thatit becomes likely that the Company will be required to repay an incentive that has already been recognized, the Company makes a provision for theestimated liability.(s) Financial instruments and concentration of credit riskFinancial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cashequivalents, derivative financial instruments and accounts receivable. The Company places its cash and cash equivalents and derivative financialinstruments with corporations and banks with high investment grade ratings, limits the amount of credit exposure with any one corporation or bankand conducts ongoing evaluations of the creditworthiness of the corporations and banks with which it does business. To reduce its credit risk onaccounts receivable, the Company conducts ongoing credit evaluations of its clients. GE accounted for 11% of the Company’s receivables as of bothDecember 31, 2017 and 2018. GE accounted for 14%, 10% and 9% of the Company’s revenues in the years ended December 31, 2016, 2017 and 2018,respectively.(t) Earnings (loss) per shareBasic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earningsper share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. For thepurposes of calculating diluted earnings per share, the treasury stock method is used for stock-based awards except where the results would be anti-dilutive.(u) Commitments and contingenciesLiabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it isprobable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurredin connection with such liabilities are expensed as incurred.(v) Debt RestructuringThe Company accounts for any restructuring of its credit facility using the ten percent cash flow test in accordance with ASC 470, Debt. If thecash flow effect of the change in terms on a present-value basis is less than ten percent, the debt instruments are not considered to be substantiallydifferent, and are accounted for as a modification. If the change is more than ten percent, it is treated as an extinguishment. In performing the cashflow test, the Company includes all amounts paid to its lenders in connection with the restructuring but excludes third party expenses. In the case of amodification, all new fees paid to lenders are capitalized and amortized as part of the existing effective yield and any new fees paid to third parties areexpensed as incurred under selling, general and administrative expenses. No gain or loss is recorded in the case of a modification. In the case of anextinguishment, all new fees paid to lenders are expensed as incurred under selling, general and administrative expenses and any new fees paid tothird parties are capitalized and amortized as a debt issuance cost. The old debt is derecognized and the new debt is recorded at fair value and a gainor loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt.F-24GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)(w) Recently issued accounting pronouncementsThe authoritative bodies release standards and guidance which are assessed by management for impact on the company’s consolidatedfinancial statements.The following recently released accounting standard has been adopted by the Company:In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvement to Employee Share-BasedPayment Accounting. The new standard contains several amendments that will simplify the accounting for employee share-based paymenttransactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, classification of awards as either equityor liabilities, and classification on the statement of cash flows. The changes in the new standard eliminate the requirement for excess tax benefits tobe recognized in additional paid-in capital and tax deficiencies recognized either in income tax expense or in additional paid-in capital. In thequarter ended December 31, 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016 and applied ASU 2016-09 using amodified retrospective approach. The treatment of forfeitures has not changed as the Company is electing to continue its current process of estimatingthe number of forfeitures. With the early adoption of ASU 2016-09, the Company has elected to present the cash flow statement on a prospectivetransition method and no prior periods have been adjusted.The Company adopted ASC Topic 606, Revenue from Contracts with Customers, with a date of initial application of January 1, 2018 using themodified retrospective method. The cumulative impact of the adoption of this standard is described in section (c) above.In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-02, “IncomeStatement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”The new standard provides guidance to “allow a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings forstranded tax effects resulting from the Tax Cuts and Jobs Act.” The guidance is effective for fiscal years beginning after December 15, 2018, includinginterim periods within those years, and the guidance may be applied either in the period of adoption or retrospectively to each period (or periods) inwhich the effect of the change in the U.S. federal income tax rate in the Tax Cuts and Jobs Act is recognized. Early adoption is permitted. On January1, 2018, the Company elected the early adoption of ASU 2018-02, which was adopted at the beginning of the period and no prior periods have beenadjusted.In addition, the following recently released accounting standards have been adopted by the Company. Adoption of these standards did nothave a material impact on the Company’s consolidated results of operations, cash flows, financial position or disclosures:Effective January 1, 2016, the Company adopted FASB ASU 2015-01 (Topic 225): Simplifying Income Statement Presentation by Eliminatingthe Concept of Extraordinary Items (“ASU 2015-01”). Such items are defined as transactions or events that are both unusual in nature and infrequentin occurrence, and, currently, are required to be presented separately in the income statement, net of income tax, after income from continuingoperations. The changes eliminate the concept of an extraordinary item and, therefore, the presentation of such items will no longer be required.Notwithstanding this change, the Company will still be required to present and disclose a transaction or event that is both unusual in nature andinfrequent in occurrence in the notes to the consolidated financial statements.Effective January 1, 2016, the Company adopted FASB ASU 2015-16 (Topic 805), Business Combinations (“ASU 2015-16”), which eliminatesthe requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. The guidance requires thatthe acquirer shall recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in whichthe adjustment amounts are determined.F-25GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued)Effective January 1, 2016, the Company adopted FASB ASU 2015-02. In February 2015, the FASB issued ASU No. 2015-02, Amendment to theConsolidation Analysis, which specifies changes to the analysis that an entity must perform to determine whether it should consolidate certain typesof legal entities. These changes (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities orvoting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidationanalysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related partyrelationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required tocomply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registeredmoney market funds. Effective January 1, 2017, the Company adopted FASB ASU 2016-06, Derivatives and Hedging (Topic 815). The amendments in this updateclarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments areclearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this update is required to assess theembedded call (put) options solely in accordance with a four-step decision sequence. Effective January 1, 2017, the Company early adopted FASB ASU 2016-15, "Statement of Cash Flows: Classification of Certain Cash Receiptsand Cash Payments." The new guidance is intended to reduce diversity in how certain transactions are classified in the statement of cash flows. Effective January 1, 2018, the Company adopted FASB ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of aBusiness.” The new guidance revises the definition of a business. The definition of a business affects many areas of accounting (e.g., acquisitions,disposals, goodwill impairment, consolidation). Effective January 1, 2018, the Company adopted FASB ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory.” The newguidance eliminates the exception for deferment of tax recognition until the transferred asset is sold to a third party or otherwise recovered throughuse for all intra-entity sales of assets other than inventory. Effective January 1, 2018, the Company adopted FASB ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and NetPeriodic Postretirement Benefit Cost.” The ASU requires entities to (1) disaggregate the current service-cost component from the other components ofnet benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2)present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, theASU requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately describedseparate lines. The following recently released accounting standards have not yet been adopted by the Company: In February 2016, FASB established Topic 842, “Leases”, by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balancesheet and disclose key information about leasing arrangements. The ASU requires extensive qualitative and quantitative disclosures, including withrespect to significant judgments made by management. Subsequently, the FASB issued ASU No. 2017-13, in September 2017, ASU No. 2018-01, inJanuary 2018, ASU No. 2018-10, in July 2018, ASU No. 2018-11, in July 2018, ASU No. 2018-20, in December 2018 which amends and clarifiesASU 2016-02. The ASU will be effective for the Company beginning January 1, 2019, including interim periods in the fiscal year 2019. Early adoptionis permitted. The Company will use a modified retrospective adoption approach using a cumulative effect adjustment to the opening balance ofretained earnings in the period of adoption with the effective date as its date of initial application on January 1, 2019, in its first reporting onadoption. The Company has concluded its assessment of adopting ASU No. 2016-02 and expects that this standard will have a material effect on itsfinancial statements. The assessment included reviewing existing leases and service contracts, which may include embedded leases. The Company isin the process of making necessary changes to its policies, processes, and internal controls as well as system enhancements to generate theinformation necessary for the new disclosures. The most significant effects of this new standard on the Company relate to (1) the recognition of newROU (“Right of Use”) assets and lease liabilities on its balance sheet for various real estate operating leases and (2) providing significant newdisclosures about its leasing activities. F-26GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 2. Summary of significant accounting policies (Continued) The Company has elected the “package of practical expedients,” which allows the Company not to reassess under the new standard its priorconclusions about lease identification, lease classification and initial direct costs. The Company has also elected the practical expedient to notseparate lease and non-lease components for all of its leases. As a result of adoption of the ASU, the Company will recognize additional liabilitiesranging from $320,000 to $340,000, with corresponding ROU assets ranging from $300,000 to $320,000 based on the present value of theremaining minimum rental payments under current leasing standards for existing leases. In June 2016, the FASB issued ASU No. 2016-13, “Measurement of credit losses on financial instruments.” The ASU requires measurementand recognition of expected credit losses for financial assets held by the Company. The ASU is effective for the Company beginning January 1, 2020,including interim periods in fiscal year 2020. Subsequently, the FASB issued ASU No. 2018-19, in November 2018 which amends and clarifies someparts of ASU 2016-13.Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated results ofoperations, cash flows, financial position and disclosures. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging.” The amendment expands an entity’s ability to do hedge accountingto non-financial and financial risk components and requires changes in fair value of hedging instruments to be presented in the same incomestatement line as the hedged item. The ASU also amends the presentation and disclosure requirements for the effect of hedge accounting.Subsequently, the FASB issued ASU No. 2018-16 in October 2018 which includes the Secured Overnight Financing Rate (SOFR) Overnight IndexSwap (OIS) rate as a benchmark interest rate for hedge accounting purposes. These ASUs are effective for the Company beginning January 1, 2019,including interim periods in the fiscal year 2019. The Company does not expect the adoption of this update to have a material impact on itsconsolidated results of operations, cash flows, financial position or disclosures. In August 2018, the FASB issued ASU No. 2018-13, “Disclosure Framework—Changes to the Disclosure Requirements for Fair ValueMeasurement.” The ASU modifies the disclosure requirements with respect to fair value measurements. The ASU is effective for the Companybeginning January 1, 2020, including interim periods in fiscal year 2020. Early adoption is permitted. The Company is in the process of assessingthe impact of this ASU on its consolidated results of operations, cash flows, financial position and disclosures. In August 2018, the FASB issued ASU No. 2018-14, “Disclosure Framework—Changes to the Disclosure Requirements for Defined BenefitPlans.” The ASU modifies the disclosure requirements with respect to defined benefit pension plans. The ASU is effective for the Company beginningJanuary 1, 2021. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated results ofoperations, cash flows, financial position and disclosures. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud ComputingArrangement That is a Service Contract.” The ASU modifies the capitalization requirements with respect to implementation costs incurred by thecustomer in a hosting arrangement that is a service contract. The ASU is effective for the Company beginning January 1, 2020. Early adoption ispermitted. The Company is in the process of assessing the impact of this ASU on its consolidated results of operations, cash flows, financial positionand disclosures. (w) Reclassification Certain reclassifications have been made in the consolidated financial statements of prior periods to conform to the classification used in thecurrent period. The impact of such reclassifications on the consolidated financial statements is not material. F-27GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 3. Business acquisitions and divestiture A. Certain acquisitions (a) Barkawi Management Consultants GmbH & Co. KG and certain related entities On August 30, 2018, the Company acquired 100% of the outstanding equity/partnership interests in Barkawi Management ConsultantsGmbH & Co. KG, a German limited partnership, and certain affiliated entities in the United States, Germany and Austria (collectively referred to as“Barkawi”) for total purchase consideration of $101,307. This amount includes cash consideration of $95,625, net of cash acquired of $5,682. Thetotal purchase consideration paid by the Company was $100,969, resulting in a payable of $338, which is outstanding as of December 31, 2018.During the quarter ended December 31, 2018, the Company recorded certain measurement period adjustments. These adjustments did not have asignificant impact on the Company’s consolidated statements of income, balance sheets or cash flows. The Company is evaluating adjustmentsrelated to certain tax positions, which, when determined, may result in the recognition of additional assets and liabilities as of the acquisition date.The measurement period will not exceed one year from the acquisition date. This acquisition enhances the Company’s supply chain managementconsulting capabilities. In connection with the acquisition of Barkawi, the Company recorded $10,200 in customer-related intangibles and $1,800 in marketing-related intangibles, which have a weighted average amortization period of three years. Goodwill arising from the acquisition amounted to $81,250,which includes measurement period adjustments and has been allocated to the Company’s India reporting unit and is partially deductible for taxpurposes. The goodwill represents primarily the consulting expertise, operating synergies and other benefits expected to result from combining theacquired operations with those of the Company. Acquisition-related costs of $1,842 have been included in selling, general and administrative expenses as incurred. In connection with thetransaction, the Company also acquired certain assets with a value of $17,314, assumed certain liabilities amounting to $10,149 and recognized a netdeferred tax asset of $892. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities areincluded in the Company’s consolidated financial statements with effect from the date of the acquisition. (b) Commonwealth Informatics Inc. On July 3, 2018, the Company acquired 100% of the outstanding equity interest in Commonwealth Informatics Inc. (“Commonwealth”), aMassachusetts corporation, for preliminary purchase consideration of $17,599. This amount includes cash consideration of $16,123, net of cashacquired of $1,477, and preliminary adjustments for working capital and indebtedness. As of December 31, 2018, the total consideration paid by theCompany to the sellers was $17,333, resulting in a payable of $266. The Company is evaluating certain tax positions, which, when determined, mayresult in the recognition of additional assets and liabilities as of the acquisition date. The measurement period will not exceed one year from theacquisition date. This acquisition enhances the Company’s signal management and pharmacovigilance capabilities for clients in the life sciencesindustry. In connection with the acquisition of Commonwealth, the Company recorded $2,200 in customer-related intangibles and $2,600 intechnology-related intangible assets, which have a weighted average amortization period of four years. Goodwill arising from the acquisitionamounted to $11,248, which has been allocated to the Company’s India reporting unit and is deductible for tax purposes. The goodwill representsprimarily the acquired capabilities, operating synergies and other benefits expected to result from combining the acquired operations with those ofthe Company. Acquisition-related costs of $521 have been included in selling, general and administrative expenses as incurred. In connection with thetransaction, the Company also acquired certain assets with a value of $2,583 and assumed certain liabilities amounting to $1,032. The results ofoperations of the acquired business and the fair value of the acquired assets and assumed liabilities are included in the Company’s consolidatedfinancial statements with effect from the date of the acquisition.F-28GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 3. Business acquisitions and divestiture (Continued) (c) Strategic Sourcing Excellence Limited On January 8, 2016, the Company acquired 51% of the outstanding equity interest in Strategic Sourcing Excellence LLC (“SSE”), aDelaware limited liability company. The total consideration paid by the Company to the selling equity holders for the acquired interest in SSE was$14,541. This amount includes the fair value of earn-out consideration, cash consideration of $2,550, adjusted for working capital, transactionexpenses, indebtedness and measurement period adjustments which did not have a significant impact on the Company’ consolidated statements ofincome, balance sheets or cash flows in the adjustment periods. The equity purchase agreement between the Company and the selling equity holdersof SSE also provided for contingent earn-out consideration of up to $20,000, payable by the Company to the selling equity holders based on the futureperformance of the acquired business relative to the thresholds specified in the earn-out calculation. Up to $9,800 of the total potential earn-outconsideration, representing the selling equity holders’ redeemable, non-controlling 49% interest in SSE, was payable only if either the put or calloption, each as described below, was exercised. This acquisition enhanced the Company’s sourcing and procurement consulting domain expertise. The equity purchase agreement granted the Company a call option to purchase the remaining 49% equity interest in SSE, which theCompany had the right to exercise between January 1, 2018 and January 31, 2018. As the Company did not exercise its call option during suchperiod, the selling equity holders exercised their put option on March 1, 2018 in accordance with the terms of the equity purchase agreement torequire the Company to purchase their 49% interest in SSE for $2,950. The Company also paid $1,780 in earn-out consideration to the selling equityholders during the three months ended March 31, 2018. The amount paid in excess of carrying amount has been recorded in additional paid-incapital. Acquisition-related costs of $164 have been included in selling, general and administrative expenses as incurred. Through thistransaction, the Company acquired assets with a value of $412 and assumed liabilities amounting to $617. The results of operations of the acquiredbusiness, the fair value of the acquired assets and assumed liabilities, and redeemable non-controlling interest are included in the Company’sConsolidated Financial Statements with effect from the date of the acquisition. In connection with the transaction, the Company recorded $300 in customer-related intangible assets with an amortization period of fiveyears. Goodwill arising from the acquisition amounted to $14,445, which has been allocated to the Company’s India reporting unit and is deductiblefor tax purposes. The goodwill represents future economic benefits the Company expects to derive from its expanded presence in the sourcing andprocurement consulting domains, operating synergies and other anticipated benefits of combining the acquired operations with those of theCompany. (d) TandemSeven, Inc. On September 5, 2017, the Company acquired 100% of the outstanding equity interest in TandemSeven, Inc. (“TandemSeven”), aMassachusetts corporation, for total purchase consideration of $35,637. This amount includes cash consideration of $31,784, net of cash acquired of$3,853, and an adjustment for working capital and indebtedness. During the quarter ended March 31, 2018, the Company recorded certainmeasurement period adjustments. These adjustments did not have a significant impact on the Company’s consolidated statements of income, balancesheets or cash flows. TandemSeven’s focus on improving the design of customer experiences complements the Company’s existing capabilities aimedat transforming clients’ processes end-to-end. In connection with the acquisition of TandemSeven, the Company recorded $2,000 in customer-related intangibles, $1,700 inmarketing-related intangibles and $800 in technology-related intangible assets, which have a weighted average amortization period of two years.Goodwill arising from the acquisition amounted to $25,227, which has been allocated to the Company’s India reporting unit and is deductible for taxpurposes. The goodwill represents primarily the acquired design expertise, operating synergies and other benefits expected to result from combiningthe acquired operations with those of the Company. Acquisition-related costs of $932 have been included in selling, general and administrative expenses as incurred. In connection with thetransaction, the Company also acquired certain assets with a value of $7,378, assumed certain liabilities amounting to $1,207 and recognized a netdeferred tax liability of $260. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities areincluded in the Company’s consolidated financial statements with effect from the date of the acquisition.F-29GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 3. Business acquisitions and divestiture (Continued) (e) BrightClaim LLC and associated companies On May 3, 2017, the Company acquired 100% of the outstanding equity interest in each of BrightClaim LLC, a Delaware limited liabilitycompany, BrightServe LLC, a Georgia limited liability company, National Vendor LLC, a Delaware limited liability company, and BrightClaimBlocker, Inc., a Delaware corporation (collectively referred to as “BrightClaim”) for total purchase consideration of $56,461. This amount includescash consideration of $52,395, net of cash acquired of $4,002, adjusted for working capital, net debt, transaction expenses and measurement periodadjustments which did not have a significant impact on the Company’ consolidated statements of income, balance sheets or cash flows in the periodof adjustments. This acquisition enhanced the Company’s breadth and depth of service offerings for clients in the insurance industry. In connection with the acquisition of BrightClaim, the Company recorded $8,000 in customer-related intangibles, $3,200 in marketingrelated intangibles, $2,200 in technology-related intangibles and $200 in other intangibles, which have a weighted average amortization period offour years. Goodwill arising from the acquisition amounted to $42,638, which has been allocated to the Company’s India reporting unit and ispartially deductible for tax purposes. The goodwill represents primarily the capabilities, operating synergies and other benefits expected to result fromcombining the acquired operations with those of the Company. Acquisition-related costs of $1,563 have been included in selling, general and administrative expenses as incurred. In connection with thetransaction, the Company also acquired certain assets with a value of $10,367, assumed certain liabilities amounting to $7,415, and recognized a netdeferred tax liability of $2,728. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities areincluded in the Company’s consolidated financial statements with effect from the date of the acquisition. (f) RAGE Frameworks, Inc. On April 13, 2017, the Company acquired 100% of the outstanding equity interest in RAGE Frameworks, Inc. (“RAGE”), a Delawarecorporation, for total consideration of $125,329. This amount includes cash consideration of $124,149, net of cash acquired of $1,605, and anadjustment for working capital and indebtedness. During the quarters ended December 31, 2017 and June 30, 2018, the Company recorded certainmeasurement period adjustments. These measurement period adjustments did not have a significant impact on the Company’s consolidatedstatements of income, balance sheets or cash flows. This acquisition enhances the Company’s digital and artificial intelligence capabilities byadding knowledge-based automation technology and services. In connection with the acquisition of RAGE, the Company recorded $1,600 in customer-related intangibles, $600 in marketing-relatedintangibles, $12,400 in technology-related intangible assets and $100 in other intangible assets, which have a weighted average amortizationperiod of seven years. Goodwill arising from the acquisition amounted to $105,451, which has been allocated to the Company’s India reporting unitand is not deductible for tax purposes. The goodwill represents primarily the acquired digital and artificial intelligence capabilities, operatingsynergies and other benefits expected to result from combining the acquired operations with those of the Company. Acquisition-related costs of $881 have been included in selling, general and administrative expenses as incurred. In connection with thetransaction, the Company also acquired certain assets with a value of $13,836 and assumed certain liabilities amounting to $9,752. The Companyalso recognized a net deferred tax asset of $1,094. The results of operations of the acquired business and the fair value of the acquired assets andassumed liabilities are included in the Company’s consolidated financial statements with effect from the date of the acquisition. F-30GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 3. Business acquisitions and divestiture (Continued) (g) Other acquisitions in 2017 In 2017, the Company also completed five individually immaterial business acquisition transactions, namely the acquisition of a supplychain management delivery center in the U.S. (“U.S. Delivery Center”), the purchase of all of the outstanding equity interest in OnSource, LLC(“OnSource”), the purchase of the IT business of Birlasoft (“Birlasoft”), the purchase of the image processing business of Fiserv Solutions of AustraliaPty Ltd. (“Fiserv”) and the purchase of all of the outstanding equity interest in Lease Dimensions, Inc. (“Lease Dimensions”). The aggregate totalconsideration the Company paid to consummate these acquisitions was $87,586. This aggregate amount includes the fair value of contingent earn-out consideration, cash consideration of $76,612, net of cash acquired of $254, and adjustments for closing date working capital, indebtedness,value transfer, seller transaction expenses and certain employee-related liabilities. In addition, this amount reflects measurement period adjustmentsrelated to the Birlasoft and Fiserv transactions. These adjustments did not have a significant impact on the Company’s consolidated statements ofincome, balance sheets or cash flows in the periods in which they were made. The U.S. Delivery Center acquisition enhanced the Company’s supply chain management capabilities for its clients in the consumerpackaged goods industry. The OnSource acquisition brought incremental digital capabilities to the Company’s insurance service offerings. TheBirlasoft transaction expanded the Company’s end-to-end capabilities for its clients in the healthcare and aviation industries. The Fiserv transactionstrengthened the Company’s financial services portfolio and expanded its Australia footprint. The Lease Dimensions acquisition enhanced theCompany’s capabilities in commercial lending and leasing. The purchase agreement for the acquisition of the U.S. Delivery Center provides for contingent earn-out consideration ranging from $0 to$10,000, payable by the Company to the seller based on the achievement of certain milestones relative to the thresholds specified in the earn-outcalculation. The purchase agreement for the Lease Dimensions acquisition provides for contingent earn-out consideration ranging from $0 to$3,000, payable by the Company to the sellers based on the future performance of the business relative to the thresholds specified in the earn-outcalculation. In connection with these transactions, the Company recorded $33,494 in customer-related intangibles, $1,936 in marketing-relatedintangibles, $2,956 in technology-related intangibles and $100 in other intangibles, which have a weighted average amortization period of fiveyears. Goodwill arising from these acquisitions amounted to $56,521. The goodwill represents primarily the capabilities, operating synergies andother benefits expected to result from combining the acquired operations with those of the Company. The following table sets forth, with respect to each of the five acquisitions, the acquisition date, goodwill reporting unit and the taxdeductibility of the goodwill: AcquisitionAcquisition dateGoodwill reporting unitTax deductibility - goodwillU.S. Delivery CenterOctober 16, 2017IndiaDeductibleOnSourceJuly 18, 2017IndiaDeductibleBirlasoftJuly 18, 2017IT ServicesDeductibleFiservMay 11, 2017IndiaNon-deductibleLease DimensionsFebruary 15, 2017AmericasNon-deductible Acquisition-related costs for these acquisitions, amounting to $2,369 in the aggregate, have been included in selling, general andadministrative expenses as incurred. Through these transactions, the Company acquired assets with a value of $10,387, assumed liabilitiesamounting to $11,239, and recognized a net deferred tax liability of $6,570. The results of operations of the acquired businesses and the fair value ofthe acquired assets and assumed liabilities are included in the Company’s consolidated financial statements with effect from the respective dates ofthe acquisitions. F-31GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 3. Business acquisitions and divestiture (Continued) B. Divestiture (a) A portion of IT support business in Europe In November 2017, the Company completed the sale of a portion of its legacy IT support business in Europe (the “Business”). Sale proceedswere $0. During the year ended December 31, 2017, the Business recorded net revenues of $4,546 and a net loss of $9,706. The Company recorded a loss of $5,668 in its consolidated statement of income in connection with the sale of the Business, calculated asfollows: Net sale proceeds $ —Net assets of the business, including the translation impact thereof 5,569Selling expenses 99Loss on divestiture included in other income (expense), net $ 5,668 4. Cash and cash equivalents As of December 31, 2017 2018 Cash and other bank balances $504,468 $368,396 Total $504,468 $368,396 5. Accounts receivable, net of reserve for doubtful receivablesThe following table provides details of the Company’s reserve for doubtful receivables: Year ended December 31, 2016 2017 2018 Opening balance as of January 1 $11,530 $15,519 $23,660 Additions due to acquisitions — 235 — Additions charged/reversal released to cost and expense 7,282 9,819 1,857 Deductions/effect of exchange rate fluctuations (3,293) (1,913) (1,557)Closing balance $15,519 $23,660 $23,960 Accounts receivable were $716,745 and $798,144 , and reserves for doubtful receivables were $23,660 and $23,960, resulting in net accountsreceivable balances of $693,085 and $774,184 as of December 31, 2017 and 2018, respectively. In addition, accounts receivable due after one yearamounting to $1,624 and $4,099 as of December 31, 2017 and 2018, respectively, are included under other assets in the consolidated balance sheets.Accounts receivable from related parties were $36 and $99 as of December 31, 2017 and 2018, respectively. There are no doubtful receivablesin amounts due from related parties. F-32GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 6. Fair Value MeasurementsThe Company measures certain financial assets and liabilities, including derivative instruments, at fair value on a recurring basis. The fairvalue measurements of these financial assets and liabilities were determined using the following inputs as of December 31, 2017 and 2018: As of December 31, 2017 Fair Value Measurements at Reporting Date Using Quoted Prices inActive Markets forIdentical Assets Significant OtherObservable Inputs Significant OtherUnobservableInputs Total (Level 1) (Level 2) (Level 3) Assets Derivative instruments (Note a, c) $73,098 $— $73,098 $— Total $73,098 $— $73,098 $— Liabilities Earn out consideration (Note b, d) $24,732 $— $— $24,732 Derivative instruments (Note b, c) $18,188 $— $18,188 $— Total $42,920 $— $18,188 $24,732 Redeemable non-controlling interest (Note e) $4,750 $— $— $4,750 As of December 31 2018 Fair Value Measurements at Reporting Date Using Quoted Prices inActive Markets forIdentical Assets Significant OtherObservable Inputs Significant OtherUnobservableInputs Total (Level 1) (Level 2) (Level 3) Assets Derivative instruments (Note a, c) $44,099 $— $44,099 $— Deferred compensation plan assets (a, f) 1,613 — — 1,613 Total $45,712 $— $44,099 $1,613 Liabilities Earn-out consideration (Note b, d) $17,073 $— $— $17,073 Derivative instruments (Note b, c) 35,245 — 35,245 — Deferred compensation plan liability (b, g) 1,582 — — 1,582 Total $53,900 $— $35,245 $18,655 (a)Included in “prepaid expenses and other current assets” and “other assets” in the consolidated balance sheets.(b)Included in “accrued expenses and other current liabilities” and “other liabilities” in the consolidated balance sheets.(c)The Company values its derivative instruments based on market observable inputs, including both forward and spot prices for the relevantcurrencies and interest rate indices for relevant interest rates. The quotes are taken from an independent market database.(d)The fair value of earn-out consideration, calculated as the present value of expected future payments to be made to the sellers of acquiredbusinesses, was derived by estimating the future financial performance of the acquired businesses using the earn-out formula and performancetargets specified in each purchase agreement and adjusting the result to reflect the Company’s estimate of the likelihood of achievement of suchtargets. Given the significance of the unobservable inputs, the valuations are classified in level 3 of the fair value hierarchy.(e)The Company’s estimate of the fair value of redeemable non-controlling interest as of December 31, 2017 is based on unobservable inputsconsidering the assumptions that market participants would make in pricing the obligation. Given the significance of the unobservable inputs,the valuation was classified in level 3 of the fair value hierarchy. Refer to Note 3—Business Acquisitions.(f)Deferred compensation plan assets consist of life insurance policies held under a Rabbi Trust. Assets held in the Rabbi Trust are valued basedon the cash surrender value of the insurance contract, which is determined based on the fair value of the underlying assets included in theinsurance portfolio and are therefore classified within level 3 of the valuation hierarchy.F-33GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 6. Fair Value Measurements (Continued) (g)The fair value of the deferred compensation plan liability is derived based on the fair value of the underlying assets in the insurance policiesand is therefore classified within level 3 of the valuation hierarchy. The following table provides a roll-forward of the fair value of earn-out consideration categorized as level 3 in the fair value hierarchy for theyears ended December 31, 2017 and 2018: Year ended December 31, 2017 2018 Opening balance $22,435 $24,732 Earn-out consideration payable in connection withacquisitions 10,720 — Payments made on earn-out consideration (7,239) (3,356) Change in fair value of earn out consideration (Note a) (3,695) (5,655) Others (Note b) 2,511 1,352 Ending balance $24,732 $17,073 (a)Changes in the fair value of earn-out consideration are reported in “other operating (income) expense, net” in the consolidated statements ofincome.(b)Interest expense is included in “interest income (expense), net” and the impact of changes in foreign exchange is reported in “foreign exchangegains (losses), net” in the consolidated statements of income. The cumulative translation adjustment is reported as a component of “othercomprehensive income (loss).”The following table provides a roll-forward of the fair value of deferred compensation plan assets categorized as level 3 in the fair valuehierarchy for the year ended December 31, 2017 and 2018: Year ended December 31, 2017 2018 Opening balance $— $— Redemptions — — Additions — 1,669 Change in fair value of deferred compensation plan assets(note a) — (56)Closing balance $— $1,613 (a)Changes in the fair value of plan assets are reported in “other income (expense), net” in the consolidated statements of income.The following table provides a roll-forward of the fair value of deferred compensation liabilities categorized as level 3 in the fair valuehierarchy for the year ended December 31, 2017 and 2018: Year ended December 31, 2017 2018 Opening balance $— $— Redemptions — — Additions — 1669 Change in fair value of deferred compensation plan liabilities(note a) — (87)Closing balance $— $1,582 (a)Changes in the fair value of deferred compensation liabilities are reported in “selling, general and administrative expenses” in the consolidatedstatements of income. F-34GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 7. Derivative financial instrumentsThe Company is exposed to the risk of rate fluctuations on foreign currency assets and liabilities and on foreign currency denominatedforecasted cash flows. The Company has established risk management policies, including the use of derivative financial instruments to hedge foreigncurrency assets and liabilities and foreign currency denominated forecasted cash flows and interest rate risks. These derivative financial instrumentsare largely deliverable and non-deliverable forward foreign exchange contracts and interest rate swaps. The Company enters into these contractswith counterparties that are banks or other financial institutions, and the Company considers the risk of non-performance by such counterparties notto be material. The forward foreign exchange contracts and interest rate swaps mature over periods of up to 60 months and the forecastedtransactions are expected to occur during the same periods. The following table presents the aggregate notional principal amounts of outstanding derivative financial instruments together with therelated balance sheet exposure: Notional principal amounts(note a) Balance sheet exposure asset(liability) (note b) As of December 31,2017 As of December 31,2018 As of December 31,2017 As of December 31,2018 Foreign exchange forward contracts denominated in: United States Dollars (sell) Indian Rupees (buy) $1,289,400 $1,439,000 $54,398 $(3,643)United States Dollars (sell) Mexican Peso (buy) 9,000 — (441) — United States Dollars (sell) Philippines Peso (buy) 76,650 55,800 69 (1,510)Euro (sell) United States Dollars (buy) 170,542 136,412 (2,069) 4,804 Pound Sterling (buy) United States Dollars (sell) 24,041 128 253 (128)Euro (sell) Romanian Leu (buy) 35,826 41,198 (892) (299)Japanese Yen (sell) Chinese Renminbi (buy) 60,768 40,568 1,918 (2,195)Pound Sterling (sell) United States Dollars (buy) 80,871 27,517 (2,478) 495 Australian Dollars (sell) United States Dollars (buy) 136,092 89,780 (5,180) 3,548 Interest rate swaps (floating to fixed) 432,117 507,425 9,332 7,782 54,910 8,854 (a)Notional amounts are key elements of derivative financial instrument agreements but do not represent the amount exchanged bycounterparties and do not measure the Company’s exposure to credit, foreign exchange, interest rate or other market risks. However, theamounts exchanged are based on the notional amounts and other provisions of the underlying derivative financial instrument agreements.(b)Balance sheet exposure is denominated in U.S. dollars and denotes the mark-to-market impact of the derivative financial instruments on thereporting date. FASB guidance on derivatives and hedging requires companies to recognize all derivative instruments as either assets or liabilities at fair valuein the balance sheet. In accordance with the FASB guidance on derivatives and hedging, the Company designates foreign exchange forwardcontracts and interest rate swaps as cash flow hedges. Foreign exchange forward contracts are entered into to cover the effects of future exchangerate variability on forecasted revenue and purchases of services, and interest rate swaps are entered into to cover interest rate fluctuation risk. Inaddition to this program, the Company uses derivative instruments that are not accounted for as hedges under the FASB guidance in order to hedgeforeign exchange risks related to balance sheet items, such as receivables and intercompany borrowings, that are denominated in currencies otherthan the Company’s underlying functional currency.F-35GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 7. Derivative financial instruments (Continued) The fair values of the Company’s derivative instruments and their location in the Company’s financial statements are summarized in the tablebelow: Cash flow hedges Non-designated As of December 31,2017 As of December 31,2018 As of December 31,2017 As of December 31,2018 Assets Prepaid expenses and other current assets $43,557 $23,038 $4,635 $11,490 Other assets $24,906 $9,571 $— $— Liabilities Accrued expenses and other currentliabilities $10,092 $15,148 $254 $225 Other liabilities $7,842 $19,872 $— $— Cash flow hedgesFor derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain (loss) on the derivativeinstrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods duringwhich the hedged transaction is recognized in the consolidated statements of income. Gains (losses) on the derivatives, representing either hedgeineffectiveness or hedge components excluded from the assessment of effectiveness, are recognized in earnings as incurred.In connection with cash flow hedges, the gains (losses) recorded as a component of other comprehensive income (loss), or OCI, and therelated tax effects are summarized below: Year ended December 31, 2016 2017 2018 Before-Taxamount Tax(Expense)or Benefit Net oftaxAmount Before-Taxamount Tax(Expense)or Benefit Net of taxAmount Before-Taxamount Tax(Expense)or Benefit Net of taxAmount Opening balance $(30,090)$9,830 $(20,260)$37,461 $(13,979) $23,482 $50,529 $(14,436) $36,093 Adoption of ASU 2018-02 (refer to note 25) — — — — — — — 2,265 2,265 Net gains (losses) reclassified intostatement ofincome on completion of hedgedtransactions (Note (a)) (6,799) 409 (6,390) 54,494 (17,725) 36,769 9,336 (1,073) 8,263 Changes in fair value of effective portion ofoutstanding derivatives, net 60,752 (23,400) 37,352 67,562 (18,182) 49,380 (43,604) 5,574 (38,030)Gain (loss) on cash flow hedging derivatives,net 67,551 (23,809) 43,742 13,068 (457) 12,611 (52,940) 6,647 (46,293)Closing balance $37,461 $(13,979) $23,482 $50,529 $(14,436) $36,093 $(2,411) $(5,524) $(7,935) Note (a) The tax (expense) benefit includes the effect of novating certain hedging instruments as part of an intercompany transfer. F-36GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 7. Derivative financial instruments (Continued) The gains or losses recognized in other comprehensive income (loss) and their effects on financial performance are summarized below: Amount of Gain (Loss) Location of Gain (Loss) Amount of Gain (Loss) reclassified Derivatives inrecognized in OCI on reclassified from OCI into Statement of Income Cash FlowDerivatives (Effective Portion) from OCI into (Effective Portion)HedgingYear ended December 31, Statement of Income Year ended December 31, Relationships2016 2017 2018 (Effective Portion) 2016 2017 2018 Forward foreignexchange contracts$54,664 $66,037 $(45,840) Revenue $12,859 $5,858 $(716) Interest rate swaps 6,088 1,525 2,236 Cost of revenue (14,223) 37,849 4,723 Selling, general andadministrative expenses $(3,765) 10,849 1,543 Interest expense (1,670) (62) 3,786 $60,752 $67,562 $(43,604) $(6,799) $54,494 $9,336 There were no gains (losses) related to the ineffective portion of derivatives for the periods shown. Non-designated Hedges Amount of Gain (Loss) recognized in Statement of Incomeon Derivatives Year ended December 31, Derivatives not designated ashedging instruments Location of Gain (Loss) recognized inStatement of Income on Derivatives 2016 2017 2018 Forward foreign exchange contracts (Note a) Foreign exchange gains (losses), net $2,921 $16,696 $(6,240) $2,921 $16,696 $(6,240) (a)These forward foreign exchange contracts were entered into to hedge fluctuations in foreign exchange rates for recognized balance sheetitems, such as receivables and intercompany borrowings, and were not originally designated as hedges under FASB guidance on derivativesand hedging. Realized gains (losses) and changes in the fair value of these derivatives are recorded in foreign exchange gains (losses), net inthe consolidated statements of income. 8. Prepaid expenses and other current assetsPrepaid expenses and other current assets consist of the following: As of December 31, 2017 2018 Advance income and non-incometaxes $51,832 $58,701 Deferred transition costs 62,029 — Contract asset (Note 27) — 22,472 Customer acquisition cost 19,327 — Prepaid expenses 16,944 25,996 Derivative instruments 48,192 34,528 Employee advances 5,014 3,772 Deposits 4,719 2,758 Advances to suppliers 2,705 1,998 Others 25,580 62,252 $236,342 $212,477 F-37GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 9. Property, plant and equipment, netProperty, plant and equipment, net consist of the following: As of December 31, 2017 2018 Land $10,209 $9,401 Buildings 46,007 43,078 Furniture and fixtures 43,091 47,206 Computer equipment and servers 210,725 210,239 Plant, machinery and equipment 92,981 88,937 Computer software 137,459 138,824 Leasehold improvements 102,072 105,965 Vehicles 6,418 5,309 Capital work in progress 17,069 11,795 Property, plant and equipment, gross $666,031 $660,754 Less: Accumulated depreciation and amortization (459,001) (448,039)Property, plant and equipment, net $207,030 $212,715 Depreciation expense on property, plant and equipment for the years ended December 31, 2016, 2017 and 2018 was $45,826, $44,909 and$49,518, respectively. Software amortization for the years ended December 31, 2016, 2017 and 2018 amounted to $9,471, $11,415 and $12,317,respectively.The depreciation and amortization expenses set forth above include the effect of the reclassification of foreign exchange (gains) losses relatedto the effective portion of foreign currency derivative contracts, amounting to $744, $(1,712) and $(231) for the years ended December 31, 2016, 2017and 2018, respectively.Property, plant and equipment, net include assets held under capital lease arrangements amounting to $3,302 and $2,343 as of December 31,2017 and December 31, 2018, respectively. Depreciation expense in respect of these assets was $1,564, $1,682 and $1,395 for the years endedDecember 31, 2016, 2017 and 2018, respectively.During the year ended December 31, 2018, the Company tested for recoverability a group of assets, comprised of computer software andtechnology-related intangible assets, as a result of a downward revision to the forecasted cash flows to be generated by this group of assets. Based onthe results of its testing, the Company determined that the carrying value of the group of assets exceeded the estimated undiscounted cash flows andthe Company recorded a $4,265 write-down to reduce the carrying value to its fair value. The Company used the income approach to determine thefair value of the group of assets for the purpose of calculating the charge. This write-down has been recorded in other operating (income) expenses,net in the consolidated statement of income and has been allocated to computer software and technology-related intangible assets, amounting to$1,200 and $3,065, respectively.During the year ended December 31, 2017, the Company tested for recoverability a group of assets, comprised of computer software and atechnology-related intangible asset, as a result of a downward revision to the forecasted cash flows to be generated by this group of assets. Based onthe results of its testing, the Company determined that the carrying value of the group of assets exceeded the estimated undiscounted cash flows andthe Company recorded an $8,000 write-down to reduce the carrying value to its fair value. The Company used the income approach to determine thefair value of the group of assets for the purpose of calculating the charge. This write-down has been recorded in other operating (income) expenses,net in the consolidated statement of income and has been allocated to computer software and technology-related intangible assets, amounting to$5,760 and $2,240, respectively. F-38GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 10. Goodwill and intangible assetsThe following table presents the changes in goodwill for the years ended December 31, 2017 and 2018: As of December 31, 2017 2018 Opening balance $1,069,408 $1,337,122 Goodwill relating to acquisitions consummated during the period 229,745 91,936 Impact of measurement period adjustments (106) 816 Effect of exchange rate fluctuations 38,075 (36,042)Closing balance $1,337,122 $1,393,832 Goodwill has been allocated to the following reporting units, which represent different business units of the Company, as follows: As of December 31, 2017 2018 India $735,596 $794,902 China 60,171 59,319 Europe 41,775 40,033 Americas 57,021 57,021 IT services 442,559 442,557 $1,337,122 $1,393,832 In the year ended December 31, 2018 and December 31, 2017, in accordance with ASU 2011-08, the Company performed an assessment ofqualitative factors to determine whether events or circumstances exist that may lead to a determination that it is more likely than not that the fairvalue of a reporting unit is less than its carrying amount. Based on such assessment, as at December 31, 2018 and December 31, 2017, the Companyconcluded that it is not more likely than not that the fair values of any of the Company’s reporting units are less than their carrying amounts. The total amount of the Company’s goodwill deductible for tax purposes is $120,617 and $187,546 as of December 31, 2017 and 2018,respectively.The Company’s intangible assets acquired either individually or with a group of other assets or in a business combination are as follows: As of December 31, 2017 As of December 31,2018 Gross carryingamount Accumulatedamortization &Impairment Net Gross carryingamount Accumulatedamortization &Impairment Net Customer-related intangible assets $369,173 $293,029 $76,144 $368,558 $306,582 $61,976 Marketing-related intangible assets 52,443 39,212 13,231 54,714 46,591 8,123 Technology-related intangible assets 54,189 28,278 25,911 76,790 33,976 42,814 Other intangible assets 3,081 2,314 767 1,204 1,077 127 Intangible assets under development 15,537 - 15,537 64,047 - 64,047 494,423 362,833 $131,590 $565,313 $388,226 $177,087F-39GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 10. Goodwill and intangible assets (Continued)Amortization expenses for intangible assets disclosed in the Consolidated Statements of Income under amortization of acquired intangibleassets for the years ended December 31, 2016, 2017 and 2018 were $27,183, $36,412 and $38,850, respectively. Amortization expenses for technology-related internally developed intangible assets disclosed in the consolidated statements of income under“cost of revenue” and “selling, general and administrative expense” for the years ended December 31, 2016, 2017 and 2018 were $0, $452 and$2,807, respectively. Amortization expenses for the technology-related, internally-developed intangible assets set forth above include the effect of thereclassification of foreign exchange (gains) losses related to the effective portion of foreign currency derivative contracts, amounting to $0, $(15) and$5 for the years ended December 31, 2016, 2017 and 2018, respectively. The Company recorded write-downs to technology-related intangible assets during the years ended December 31, 2017 and 2018, as describedin note 9. During the year ended December 31, 2017, the Company tested a customer-related intangible asset for recoverability as a result of thetermination of a client contract. Based on the results of such testing, the Company recorded a $1,311 write-down to reduce the amount of the asset’stotal carrying value. The Company used the income approach to determine the fair value of the intangible asset for the purpose of calculating theresulting charge. This write-down has been recorded in other operating (income) expenses, net in the consolidated statement of income. During theyear ended December 31, 2017, the Company also recorded a write-down to a technology-related intangible asset as described in note 9. During the year ended December 31, 2016, the Company tested an intangible software asset for recoverability as a result of a downwardrevision to the forecasted cash flows to be generated by the intangible asset. The Company previously recorded a charge to this asset in the thirdquarter of 2015. Based on the results of its testing, the Company determined that the carrying value of the intangible asset exceeded its estimatedundiscounted cash flows by $10,324 and recorded an additional write-down to further reduce the carrying value by this amount. The Company usedthe income approach to determine the fair value of the intangible asset for the purpose of calculating the charge. This write-down had been recordedin other operating (income) expenses, net in the consolidated statement of income. During the year ended December 31, 2016, the Company alsotested a customer-related intangible asset for recoverability as a result of the termination of a client contract. Based on results of such testing, theCompany recorded an $871 write-down in the amount of the asset’s total carrying value. The Company used the income approach to determine thefair value of the intangible asset for the purpose of calculating the resulting charge. This write-down had been recorded in other operating (income)expenses, net in the consolidated statement of income. The estimated amortization schedule for the Company’s intangible assets for future periods is set out below: 2019 $36,395 2020 34,949 2021 20,814 2022 10,957 2023 and beyond 9,925 $113,040 F-40GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 11. Other Assets Other assets consist of the following: As of December 31, 2017 2018 Customer acquisition cost $37,017 — Contract asset (Note 27) — 22,563 Advance income and non-income taxes 63,474 62,942 Deferred transition costs 77,255 — Deposits 32,174 25,984 Derivative instruments 24,906 9,571 Prepaid expenses 2,849 5,052 Accounts Receivable due after one year 1,624 4,099 Others 22,870 24,948 $262,169 $155,159 12. LeasesThe Company has leased vehicles, furniture and fixtures, computer equipment and servers, and plants, machinery and equipment from variouslessors under capital lease arrangements which are not material to the consolidated financial statements.The Company conducts its operations using facilities under non-cancellable operating lease agreements that expire at various dates. Futureminimum lease payments under these agreements are as follows: As of December 31: 2019 $64,099 2020 58,434 2021 53,170 2022 47,976 2023 38,862 2024 and beyond 147,765 Total minimum lease payments $410,306 Rental expenses in agreements with rent holidays and scheduled rent increases are recorded on a straight-line basis over the applicable leaseterm. Rent expenses under cancellable and non-cancellable operating leases were $50,827, $59,484 and $66,110 for the years ended December 31,2016, 2017 and 2018, respectively.The rental expenses set out above include the effect of the reclassification of foreign exchange (gains) losses related to the effective portion offoreign currency derivative contracts amounting to $598, $(1,533) and $(195) for the years ended December 31, 2016, 2017 and 2018, respectively. F-41GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 13. Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities consist of the following: As of December 31, 2017 2018 Accrued expenses $204,997 $179,843 Accrued employee cost 204,506 210,251 Earn-out consideration 14,928 16,875 Statutory liabilities 36,283 42,728 Retirement benefits 21,074 22,921 Derivative instruments 10,346 15,373 Advance from customers 25,476 — Contract liabilities (Note 27) — 64,744 Deferred transition revenue 52,233 — Other liabilities 13,093 16,807 Capital lease obligations 1,546 1,808 $584,482 $571,350 14. Long-term debtIn August 2018, the Company amended its 2015 credit facility (“the 2015 Facility”), which was comprised of an $800,000 term loan and a$350,000 revolving credit facility. The amended facility (the “2018 Facility”) is comprised of a $680,000 term loan, which represents theoutstanding balance under the 2015 Facility as of the date of amendment, and a $500,000 revolving credit facility. The 2018 Facility expires onAugust 8, 2023. The amendment did not result in a substantial modification of $550,814 of the outstanding term loan under the 2015 Facility.Further, as a result of the amendment, the Company extinguished the outstanding term loan under the 2015 Facility of $129,186 and obtainedadditional funding of $129,186, resulting in no change to the outstanding principal of the term loan under the 2018 Facility. In connection with theamendment, the Company expensed $2,029, representing partial acceleration of the amortization of the existing unamortized debt issuance costsand an additional fee paid to the Company’s lenders related to the term loan. The overall borrowing capacity under the revolving credit facilityincreased from $350,000 to $500,000. The amendment of the revolving credit facility resulted in accelerated amortization of $82 relating to existingunamortized debt issuance cost. The remaining unamortized costs and an additional third party fee paid in connection with the amendment will beamortized over the term of the amended facility, which will expire on August 8, 2023. .Borrowings under the 2018 Facility bear interest at a rate equal to, at the election of the Company, either LIBOR plus an applicable marginequal to 1.375% per annum, compared to a margin of 1.50% under the 2015 facility, or a base rate plus an applicable margin equal to 0.375% perannum, compared to a margin of 0.50% under the 2015 facility, in each case subject to adjustment based on the Company’s debt ratings provided byStandard & Poor’s Rating Services and Moody’s Investors Service, Inc. Based on the Company’s election and current credit rating, the applicableinterest rate is equal to LIBOR plus 1.375% per annum. The amended credit agreement contains certain customary covenants, including a maximumleverage covenant and a minimum interest coverage ratio. During the year ended December 31, 2018, the Company was in compliance with thefinancial covenants.F-42GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 14. Long-term debt (Continued)As of December 31, 2017 and December 31, 2018, the amount outstanding under the term loan, net of debt amortization expense of $1,848 and$2,158, was $698,152 and $660,841, respectively. As of December 31, 2017 and December 31, 2018, the term loan bore interest at a rate equal toLIBOR plus a margin of 1.50% per annum and 1.375% per annum, respectively. Indebtedness under the 2018 Facility is unsecured. The amountoutstanding on the term loan as of December 31, 2018 requires quarterly payments of $8,500, and the balance of the loan is due and payable uponthe maturity of the term loan on Aug 8, 2023.The maturity profile of the term loan outstanding as of December 31, 2018, net of debt amortization expense, is as follows: Year ended Amount 2019 $33,483 2020 33,509 2021 33,537 2022 33,564 2023 526,748 Total $660,841 In March 2017, Genpact Luxembourg S.à.r.l. (the “Issuer”), a wholly owned subsidiary of the Company, issued $350,000 aggregate principalamount of 3.70% senior notes in a private offering, resulting in cash proceeds of approximately $348,519, net of an underwriting fee of $1,481. Theissuance was fully guaranteed by the Company. In connection with the offering, the Company incurred other debt issuance costs of $1,161. The totaldebt issuance cost of $2,642 is being amortized over the life of the notes as additional interest expense. As of December 31, 2017 and December 31,2018, the amount outstanding under the notes, net of debt amortization expense of $2,239 and $1,713, was $347,761 and $348,287 respectively,which is payable on April 1, 2022. The Issuer will pay interest on the notes semi-annually in arrears on April 1 and October 1 of each year, ending onthe maturity date of April 1, 2022. The Company, at its option, may redeem the notes at any time in whole or in part, at a redemption price equal to (i)100% of the principal amount of the notes redeemed, together with accrued and unpaid interest on the redeemed amount, and (ii) if the notes areredeemed prior to March 1, 2022, a specified “make-whole” premium. The notes are subject to certain customary covenants, including limitations onthe ability of the Company and certain of its subsidiaries to incur debt secured by liens, engage in certain sale and leaseback transactions andconsolidate, merge, convey or transfer their assets, and during the year ended December 31, 2018, the Company and its applicable subsidiaries werein compliance with the covenants. Upon certain change of control transactions, the Issuer will be required to make an offer to repurchase the notes ata price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest. The interest rate payable on the notes issubject to adjustment if the credit rating of the notes is downgraded, up to a maximum increase of 2.0%. In connection with the 3.70% senior notesprivate offering, the Issuer and the Company entered into a registration rights agreement with the initial purchasers of the outstanding unregisterednotes pursuant to which the Issuer and the Company agreed to complete an exchange offer within 455 days after the date of the private offering uponterms identical in all material respects to the terms of the outstanding unregistered notes, except that the transfer restrictions, registration rights andadditional interest provisions applicable to the outstanding unregistered notes would not apply to the exchange notes. On July 24, 2018, theunregistered notes exchange offer was completed and all outstanding unregistered notes were exchanged for freely tradable notes registered under theSecurities Act of 1933, as amended. F-43GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 15. Short-term borrowingsThe Company has the following borrowing facilities: (a)Fund-based and non-fund-based credit facilities with banks, which are available for operational requirements in the form of overdrafts,letters of credit, guarantees and short-term loans. As of December 31, 2017 and December 31, 2018, the limits available were $15,064and $14,281, respectively, of which $7,900 and $7,389 was utilized, constituting non-funded drawdown. (b)A fund-based and non-fund based revolving credit facility of $500,000 which the Company obtained through an amendment of itsexisting credit agreement on August 9, 2018, as described in note 14. Prior to the amendment, the Company’s revolving credit facilitywas $350,000. The amended credit facility expires on August 8, 2023. The funded drawdown amount under the Company’s revolvingfacilities bore interest at a rate equal to LIBOR plus a margin of 1.50% as of December 31, 2017 compared to a rate equal to LIBOR plusa margin of 1.375% as of December 31, 2018. The unutilized amount on the revolving facilities bore a commitment fee of 0.25% as ofDecember 31, 2017 compared to a commitment fee of 0.20% as of December 31, 2018. As of December 31, 2017 and December 31, 2018,a total of $170,978 and $297,098 respectively, was utilized, of which $170,000 and $295,000, respectively, constituted fundeddrawdown and $978 and $2,098, respectively, constituted non-funded drawdown. The Company’s amended credit agreement containscertain customary covenants, including a maximum leverage covenant and a minimum interest coverage ratio. During the year endedDecember 31, 2018, the Company was in compliance with the financial covenants of the credit agreement. 16. Other liabilitiesOther liabilities consist of the following: As of December 31, 2017 2018 Accrued employee cost $14,020 $6,341 Earn-out consideration 9,804 198 Retirement benefits 40,520 50,370 Derivative instruments 7,842 19,872 Advance from customers 790 — Contract liabilities (Note 27) — 53,796 Deferred transition revenue 70,900 — Others 22,069 32,935 Capital lease obligations 2,664 1,714 $168,609 $165,226 F-44GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 17. Employee benefit plansThe Company has employee benefit plans in the form of certain statutory and other schemes covering its employees.Defined benefit plansIn accordance with Indian law, the Company provides a defined benefit retirement plan (the “Gratuity Plan”) covering substantially all of itsIndian employees. The Gratuity Plan provides a lump-sum payment to vested employees upon retirement or termination of employment in an amountbased on each employee’s salary and duration of employment with the Company. The Gratuity Plan benefit cost for the year is calculated on anactuarial basis. The Company contributes the required funding for all ascertained liabilities to the Gratuity Plan. Trustees administer contributionsmade to the trust, and contributions are invested in specific designated instruments as permitted by Indian law. The Company’s overall investmentstrategy is to invest predominantly in fixed income funds managed by asset management companies and a small portion in equity funds. These fundsfurther invest in debt securities such as money market instruments, government securities and public and private bonds. During the years endedDecember 31, 2016, 2017 and 2018, all of the plan assets were primarily invested in debt securities.In addition, in accordance with Mexican law, the Company provides certain termination benefits (the “Mexican Plan”) to all of its Mexicanemployees based on the age, duration of service and salary of each eligible employee. The full-year benefit cost of the Mexican Plan is calculated onan actuarial basis.In addition, certain of the Company’s subsidiaries organized or operating in the Philippines and Japan have sponsored defined benefitretirement programs (respectively, the “Philippines Plan” and the “Japan Plan”). The full-year benefit costs of the Japan Plan and the PhilippinesPlan are calculated on an actuarial basis. Company contributions in respect of these plans are made to insurer-managed funds or to a trust. The trustcontributions are further invested in government bonds.In addition, in accordance with Israeli law, the Company provides certain termination benefits (the “Israeli Plan”) to all of its Israeliemployees based on the age, duration of service and salary of each eligible employee. The full-year benefit cost of the Israeli Plan is calculated on anactuarial basis.Current service costs for defined benefit plans are accrued in the year to which they relate on a monthly basis. Actuarial gains or losses, orprior service costs, if any, resulting from amendments to the plans are recognized and amortized over the remaining period of service of the employeesor over the average remaining life expectancies for inactive employees if most of the plan obligations are payable to inactive employees.F-45GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 17. Employee benefit plans (Continued)The following table sets forth the funded status of the Company’s defined benefit plans and the amounts recognized in the Company’s financialstatements based on actuarial valuations carried out as of December 31, 2017 and 2018. As of December 31, 2017 2018 Change in benefit obligation Projected benefit obligation at the beginning of the year$45,283 $58,094 Service cost 7,735 7,833 Actuarial loss (gain) 4,493 470 Interest cost 3,252 3,822 Liabilities assumed on acquisition — 503 Benefits paid (5,367) (6,277)Special termination benefit 57 — Plan amendments — 995 Effect of exchange rate changes 2,641 (3,992)Projected benefit obligation at the end of the year$58,094 $61,448 Change in fair value of plan assets Fair value of plan assets at the beginning of the year$30,871 $45,560 Employer contributions 15,176 1,573 Actual gain on plan assets 2,746 1,929 Actuarial gain/(loss) 11 (9)Benefits paid (5,301) (6,228)Effect of exchange rate changes 2,057 (3,142)Fair value of plan assets at the end of the year$45,560 $39,683 Amounts included in other comprehensive income (loss) as of December 31, 2017 and 2018 were as follows: As of December 31, 2017 2018 Net actuarial loss$(12,228) $(11,037)Net Prior Service Credit / (Cost) — (967)Deferred tax assets 2,221 3,451 Other comprehensive income, net$(10,007) $(8,553) Changes in other comprehensive income (loss) during the year ended December 31, 2018 were as follows: 2018 Net actuarial loss$(951)Amortization of net actuarial loss 1,202 Deferred income taxes 1,407 Net prior service credit/(cost) (944)Effect of exchange rate changes 740 Other comprehensive income (loss), net$1,454 F-46GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 17. Employee benefit plans (Continued) Net defined benefit plan costs for the years ended December 31, 2016, 2017 and 2018 include the following components: Year ended December 31, 2016 2017 2018 Service costs$5,661 $7,735 $7,833 Interest costs 2,585 3,252 3,822 Amortization of actuarial loss (113) 1,177 806 Expected return on plan assets (2,043) (2,412) (2,435) One time cost — 209 — Special termination benefits — 426 — Net defined benefit plan costs$6,090 $10,387 $10,026 The amount in “other comprehensive loss” that is expected to be recognized as a component of net periodic benefit cost over the next fiscal yearis $1,116.The weighted average assumptions used to determine the benefit obligations of the Gratuity Plan as of December 31, 2017 and 2018 arepresented below: As of December 31, 2017 2018 Discount rate 7.40% - 7.60% 8.30% - 8.40% Rate of increase in compensation per annum 5.20%-11.00% 5.20%-11.00% The weighted average assumptions used to determine the Gratuity Plan costs for the years ended December 31, 2016, 2017 and 2018 arepresented below: Year ended December 31, 2016 2017 2018 Discount rate 8.30% - 8.45% 7.10% - 7.5% 7.40% - 7.60% Rate of increase in compensation per annum 5.20% - 11.00% 5.20% - 11.00% 5.20% - 11.00% Expected long term rate of return on plan assets per annum 7.50% 7.50% 7.50% The weighted average assumptions used to determine the benefit obligations of the Mexican Plan as of December 31, 2017 and 2018 arepresented below: As of December 31, 2017 2018 Discount rate 7.60% 9.25%Rate of increase in compensation per annum 5.50% 5.50% The weighted average assumptions used to determine the costs of the Mexican Plan for the years ended December 31, 2016, 2017 and 2018 arepresented below: Year ended December 31, 2016 2017 2018 Discount rate 6.50% 6.80% 7.60%Rate of increase in compensation per annum 5.50% 5.50% 5.50%Expected long term rate of return on plan assets per annum 0.00% 0.00% 0.00% F-47GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 17. Employee benefit plans (Continued) The weighted average assumptions used to determine the benefit obligation of the Japan Plan as of December 31, 2017 and 2018 are presentedbelow: As of December 31, 2017 2018 Discount rate 0.113%-0.789% 0.076%-0.269% Rate of increase in compensation per annum 0.00% - 3.55% 0.00% The weighted average assumptions used to determine the costs of the Japan Plan for the years ended December 31, 2016, 2017 and 2018 arepresented below: Year ended December 31, 2016 2017 2018Discount rate 0.24% - 1.30% 0.08% - 1.30% 0.113%-0.789%Rate of increase in compensation per annum 0.00% - 3.55% 0.00% - 3.55% 0.00% - 3.55%Expected long term rate of return on plan assets per annum 0.00% - 3.77% 0.00% - 3.09% 0-1.84% The expected returns on plan assets set forth above are based on the Company’s expectation of the average long-term rate of return expected toprevail over the next 15 to 20 years on the types of investments prescribed by applicable statute.The Company evaluates these assumptions based on projections of the Company’s long-term growth and prevalent industry standards.Unrecognized actuarial loss is amortized over the average remaining service period of the active employees expected to receive benefits under theplan.The fair values of the Company’s plan assets as of December 31, 2017 and 2018 by asset category are as follows: Total As of December 31, 2018 Fair Value Measurements at Reporting Date Using Quoted Prices inActive Markets forIdentical Assets Significant OtherObservableInputs Significant OtherUnobservableInputs Total (Level 1) (Level 2) (Level 3) Asset category Equity $7 $7 $— $— Cash 381 381 — — Fixed income securities (Notea) 36,499 3,345 33,154 — Other securities (Note b) 2,796 2,381 415 — Total $39,683 $6,114 $33,569 $— Total As of December 31, 2017 Fair Value Measurements at Reporting Date Using Quoted Prices inActive Markets forIdentical Assets Significant OtherObservableInputs Significant OtherUnobservableInputs Total (Level 1) (Level 2) (Level 3) Asset category Cash $472 $472 $— $— Fixed income securities (Note a) 42,328 3,419 38,909 — Other securities (Note b) 2,760 2,437 323 — Total $45,560 $6,328 $39,232 $— (a)Includes investments in funds that invest 100% of their assets in fixed income securities such as money market instruments, governmentsecurities and public and private bonds.(b)Includes investments in funds that invest primarily in fixed income securities and the remaining portion in equity securities.F-48GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 17. Employee benefit plans (Continued)The expected benefit plan payments set forth below reflect expected future service: Year ending December 31, 2019$9,983 2020 10,454 2021 10,686 2022 10,877 2023 11,193 2024 - 2028 53,112 $106,305 The Company’s expected benefit plan payments are based on the same assumptions that were used to measure the Company’s benefitobligations as of December 31, 2018. Defined contribution plansDuring the years ended December 31, 2016, 2017 and 2018, the Company contributed the following amounts to defined contribution plans invarious jurisdictions: Year ended December 31, 2016 2017 2018 India $19,074 $22,242 $23,877 U.S. 10,379 11,147 13,454 U.K. 6,593 7,823 9,619 China 15,512 15,950 17,625 Other regions 4,684 4,059 4,604 Total $56,242 $61,221 $69,179 Deferred compensation plan On July 1, 2018, Genpact LLC, a wholly-owned subsidiary of the Company, adopted an executive deferred compensation plan (the “Plan”).The Plan provides a select group of U.S.-based members of Company management with the opportunity to defer from 1% to 80% of their base salaryand from 1% to 100% of their qualifying bonus compensation (or such other minimums or maximums as determined by the Plan administrator fromtime to time) pursuant to the terms of the Plan. Participant deferrals are 100% vested at all times. The Plan also allows for discretionary supplementalemployer contributions by the Company, in its sole discretion, which will be subject to a two-year vesting schedule (50% vesting on the one-yearanniversary of approval of the contribution and 50% vesting on the second year anniversary of approval of the contribution) or such other vestingschedule as determined by the Company. Deferred compensation plan assets consist of life insurance policies. In December 2018, the Companytransferred these policies to a Rabbi Trust, which now holds the assets under the Plan. The Plan also provides an option for participants to elect to receive deferred compensation and earnings thereon on either fixed date(s) noearlier than two years following the applicable Plan year (or end of the applicable performance period for performance-based bonus compensation)or following a separation from service, in each case either in a lump sum or in annual installments over a term of up to 15 years. Each Planparticipant’s compensation deferrals and discretionary supplemental employer contributions (if any) will be credited or debited with notionalinvestment gains and losses equal to the experience of selected hypothetical investment funds offered under the Plan and elected by the participant. The Company has investments in funds held in Company-owned life insurance policies which are held in a Rabbi Trust that are classifiedas trading securities. Management determines the appropriate classification of the securities at the time they are acquired and evaluates theappropriateness of such classifications at each balance sheet date. The securities are classified as trading securities because they are held for resalein anticipation of short-term fluctuations in market prices. The trading securities are stated at fair value. F-49GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 17. Employee benefit plans(Continued) The liability for the deferred compensation plan was $0 and$1,582 as of December 31, 2017 and December 31, 2018, respectively, and is included in “other liabilities” in the consolidated balance sheets. Inconnection with the administration of the Plan, the Company has purchased company-owned life insurance policies insuring the lives of certainemployees. The cash surrender value of these policies was $0 and $1,613 as of December 31, 2017 and December 31, 2018, respectively. The cashsurrender value of these insurance policies is included in “other assets” in the consolidated balance sheets. During the years ended December 31,2017 and 2018, the change in the fair value of Plan assets was $0 and $(56), respectively, which is included in “other income (expense), net,” in theconsolidated statements of income. During the year ended December 31, 2017 and 2018, the change in the fair value of deferred compensationliabilities was $0 and $(87), respectively, which is included in “selling, general and administrative expenses.” 18. Stock-based compensationThe Company has issued options under the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “2007 Omnibus Plan”) and theGenpact Limited 2017 Omnibus Incentive Compensation Plan (the “2017 Omnibus Plan”) to eligible persons, including employees, directors andcertain other persons associated with the Company.Under the 2007 Omnibus Plan, shares underlying options forfeited, expired, terminated or cancelled under any of the Company’s predecessorplans were added to the number of shares otherwise available for grant under the 2007 Omnibus Plan. The 2007 Omnibus Plan was amended andrestated on April 11, 2012 to increase the number of common shares authorized for issuance by 5,593,200 shares to 15,000,000 shares.During the year ended December 31, 2012, the number of common shares authorized for issuance under the 2007 Omnibus Plan wasincreased by 8,858,823 shares as a result of a one-time adjustment to outstanding unvested share awards in connection with a special dividendpayment.A brief summary of each plan is provided below:2007 Omnibus PlanThe Company adopted the 2007 Omnibus Plan on July 13, 2007 and amended and restated it on April 11, 2012. The 2007 Omnibus Planprovided for the grant of awards intended to qualify as incentive stock options, non-qualified stock options, share appreciation rights, restrictedshare awards, restricted share units, performance units, cash incentive awards and other equity-based or equity-related awards. Under the 2007Omnibus Plan, the Company was authorized to grant awards for the issuance of up to a total of 23,858,823 common shares.2017 Omnibus PlanOn May 9, 2017, the Company’s shareholders approved the adoption of the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the“2017 Omnibus Plan”), pursuant to which 15,000,000 Company common shares are available for issuance. No grants may be made under the 2007Omnibus Plan after the date of adoption of the 2017 Omnibus Plan. Grants that were outstanding under the 2007 Omnibus Plan as of the Company’sadoption of the 2017 Omnibus Plan remain subject to the terms of the 2007 Omnibus Plan.Stock-based compensation costs relating to the foregoing plans during the years ended December 31, 2016, 2017 and 2018, were $24,686,$35,112 and $48,196, respectively, and have been allocated to cost of revenue and selling, general, and administrative expenses.Stock optionsAll options granted under the 2007 and 2017 Omnibus Plans are exercisable into common shares of the Company, have a contractual periodof ten years and vest over four to five years unless specified otherwise in the applicable award agreement. The Company recognizes compensation costover the vesting period of the option.F-50GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 18. Stock-based compensation (Continued) Compensation cost is determined at the date of grant by estimating the fair value of an option using the Black-Scholes option-pricing model. The following table shows the significant assumptions used in connection with the determination of the fair value of options granted in 2016,2017 and 2018: 2016 2017 2018 Dividend yield — 0.97% 0.95%-1.01% Expected life (in months) 84 84 84 Risk-free rate of interest for expected life 1.42% - 1.56% 2.25% 2.67%-2.93% Volatility 25.60% - 27.22% 24.28% 22.55-22.73% Volatility was calculated based on the historical volatility of the Company’s share price during a period equivalent to the estimated term of theoption. The Company estimates the expected term of an option using the “simplified method,” which is based on the average of its contractual vestingterm. The risk-free interest rate that the Company uses in the option valuation model is based on U.S. Treasury bonds with a term similar to theexpected term of the options. The Company paid cash dividends of $0.06 and $0.075 per share in each quarter of fiscal 2017 and 2018, respectively.The Company has issued, and intends to continue to issue, new common shares upon stock option exercises and the vesting of share awardsunder its equity-based incentive compensation plans.A summary of stock option activity during the years ended December 31, 2016, 2017 and 2018 is set out below: Year ended December 31, 2016 Shares arisingout of options Weightedaverageexercise price Weighted averageremainingcontractual life(years) Aggregateintrinsicvalue Outstanding as of January 1, 2016 5,986,845 $16.99 5.8 $— Granted 860,000 26.80 — — Forfeited (145,000) 17.77 — — Expired — — — — Exercised (994,155) 14.98 — 10,982 Outstanding as of December 31, 2016 5,707,690 $18.65 5.8 $34,641 Vested as of December 31, 2016 and expected to vest thereafter(Note a) 5,457,701 $18.42 5.8 $34,150 Vested and exercisable as of December 31, 2016 2,746,191 $15.62 4.0 $23,960 Weighted average grant-date fair value of options granted duringthe period $8.50 F-51GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 18. Stock-based compensation (Continued) Year ended December 31, 2017 Shares arisingout of options Weightedaverageexercise price Weighted averageremainingcontractual life(years) Aggregateintrinsicvalue Outstanding as of January 1, 2017 5,707,690 $18.65 5.8 $— Granted 250,000 24.74 — — Forfeited (80,000) 20.63 — — Expired — — — — Exercised (743,045) 14.50 — 8,512 Outstanding as of December 31, 2017 5,134,645 $19.52 5.6 $62,743 Vested as of December 31, 2017 and expected to vest thereafter(Note a) 4,988,875 $19.36 5.6 $61,779 Vested and exercisable as of December 31, 2017 2,203,146 $16.17 4.1 $34,303 Weighted average grant-date fair value of options grantedduring the period $6.62 Year ended December 31, 2018 Shares arisingout of options Weightedaverageexercise price Weighted averageremainingcontractual life(years) Aggregateintrinsicvalue Outstanding as of January 1, 2018 5,134,645 $19.52 5.6 $— Granted 2,638,106 30.47 — — Forfeited (70,000) 27.65 — — Expired — — — — Exercised (441,076) 16.46 — 6,731 Outstanding as of December 31, 2018 7,261,675 $23.61 6.4 $34,143 Vested as of December 31, 2018 and expected to vest thereafter(Note a) 7,107,605 $23.50 6.4 $33,997 Vested and exercisable as of December 31, 2018 3,313,570 $17.69 3.7 $30,806 Weighted average grant-date fair value of options grantedduring the period $8.32 (a)Options expected to vest reflect an estimated forfeiture rate.Cash received by the Company upon the exercise of stock options amounted to $13,564, $14,896 and $10,772. Tax benefits from the exercise ofstock options during the years ended December 31, 2016, 2017 and 2018 were $1,548 and $2,016 and $2,473 (including excess tax benefitsof $1,004, $1,723 and $2,131), respectively.Income tax benefits recognized in relation to stock-based compensation charges, excluding excess tax benefits, during the years endedDecember 31, 2016, 2017 and 2018 were $6,446, $9,600 and $11,783, respectively.As of December 31, 2018, the total remaining unrecognized stock-based compensation cost for options expected to vest amounted to $21,925which will be recognized over the weighted average remaining requisite vesting period of 4.0 years.Restricted Share UnitsThe Company has granted restricted share units, or RSUs, under the 2007 and 2017 Omnibus Plans. Each RSU represents the right to receiveone common share. The fair value of each RSU is the market price of one common share of the Company on the date of grant. The RSUs granted todate have graded vesting schedules of three months to four years. The compensation expense is recognized on a straight-line basis over the vestingterm. F-52GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 18. Stock-based compensation (Continued)A summary of RSU activity during the years ended December 31, 2016, 2017 and 2018 is set out below: Year ended December 31, 2016 Number of RestrictedShare Units Weighted AverageGrant Date Fair Value Outstanding as of January 1,2016 157,390 $17.67 Granted 95,553 25.49 Vested (Note b) (133,903) 20.66 Forfeited (1,135) 14.18 Outstanding as ofDecember 31, 2016 117,905 $20.65 Expected to vest (Note a) 107,366 Year ended December 31, 2017 Number of RestrictedShare Units Weighted AverageGrant Date Fair Value Outstanding as of January 1,2017 117,905 $20.65 Granted 1,533,836 26.36 Vested (Note c) (45,248) 18.31 Forfeited (1,242) 25.53 Outstanding as ofDecember 31, 2017 1605,251 $26.17 Expected to vest (Note a) 1,371,567 Year ended December 31, 2018 Number of RestrictedShare Units Weighted AverageGrant Date Fair Value Outstanding as of January 1,2018 1,605,251 $26.17 Granted 484,427 30.13 Vested (Note d) (358,697) 25.53 Forfeited (201,982) 27.09 Outstanding as ofDecember 31, 2018 1,528,999 $27.45 Expected to vest (Note a) 1,360,048 (a)RSUs expected to vest reflect an estimated forfeiture rate.(b)Vested RSUs were net settled by issuing 29,719 shares (net of minimum statutory tax withholding). 86,517 RSUs vested in the year endedDecember 31, 2016. 17,802 common shares underlying 34,035 of such RSUs were issued in 2017 after withholding shares to the extent ofminimum statutory withholding taxes. 52,482 RSUs vested in the year ended December 31, 2016, in respect of which 52,055 shares wereissued in 2018 after withholding shares to the extent of minimum statutory withholding taxes. (c)Vested RSUs were net settled by issuing 32,395 shares (net of minimum statutory tax withholding).(d)261,260 RSUs that vested during the period were net settled upon vesting by issuing 175,505 shares (net of minimum statutory taxwithholding). 52,875 and 44,562 RSUs vested in the year ended December 31, 2017 and December 31, 2018 respectively, shares in respect ofwhich will be issuable in 2019 after withholding shares to the extent of minimum statutory withholding taxes.53,546 RSUs vested in the year ended December 31, 2015, 53,023 shares in respect of which were issued in 2017 after withholding shares tothe extent of minimum statutory withholding taxes.92,692 RSUs vested in the year ended December 31, 2014, in respect of which 91,963 shares were issued in 2016 after withholding shares tothe extent of minimum statutory withholding taxes.F-53GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 18. Stock-based compensation (Continued)As of December 31, 2018, the total remaining unrecognized stock-based compensation cost related to RSUs amounted to $24,946, which willbe recognized over the weighted average remaining requisite vesting period of 2.3 years.Performance UnitsThe Company also grants stock awards in the form of performance units, or PUs, and has granted PUs under both the 2007 and 2017Omnibus Plans.Each PU represents the right to receive one common share at a future date based on the Company’s performance against specified targets. PUsgranted to date have vesting schedules of six months to three years. The fair value of each PU is the market price of one common share of theCompany on the date of grant and assumes that performance targets will be achieved. PUs granted under the plan are subject to cliff vesting. Thecompensation expense for such awards is recognized on a straight-line basis over the vesting terms. During the performance period, the Company’sestimate of the number of shares to be issued is adjusted upward or downward based upon the probability of achievement of the performance targets.The ultimate number of shares issued and the related compensation cost recognized is based on a comparison of the final performance metrics to thespecified targets.A summary of PU activity during the years ended December 31, 2016, 2017 and 2018 is set out below: Year ended December 31, 2016 Number ofPerformance Units Weighted AverageGrant Date Fair Value Maximum SharesEligible to Receive Outstanding as of January 1, 2016 2,499,322 $19.95 2,499,322 Granted 1,518,374 27.93 3,343,335 Vested — — — Forfeited (252,842) 21.88 (325,817)Adjustment upon final determination of levelof performance goal achievement (Note b) 7,274 22.72 Adjustment upon final determination of levelof performance goal achievement (Note b) 7,274 Outstanding as of December 31, 2016 3,772,128 $23.04 5,524,114 Expected to vest (Note a) 2,226,489 F-54GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 18. Stock-based compensation (Continued) Year ended December 31, 2017 Number ofPerformance Units Weighted AverageGrant Date Fair Value Maximum SharesEligible to Receive Outstanding as ofJanuary 1, 2017 3,772,128 $23.04 5,524,114 Granted 1,811,292 25.22 3,622,584 Vested (Note c) (1,136,047) 16.78 (1,136,047)Forfeited (Note d) (1,583,913) 27.57 (1,627,313)Adjustment upon finaldetermination of level ofperformancegoal achievement(Note e) 37,480 25.22 Adjustment upon finaldetermination oflevel of performancegoal achievement(Note f) (3,482,398)Outstanding as ofDecember 31, 2017 2,900,940 $24.40 2,900,940 Expected to vest(Note a) 2,657,685 Year ended December 31, 2018 Number ofPerformance Units Weighted AverageGrant Date Fair Value Maximum SharesEligible to Receive Outstanding as ofJanuary 1, 2018 2,900,940 $24.40 2,900,940 Granted 1,682,740 30.62 3,365,480 Vested (Note g) (1,087,751) 22.73 (1,087,751) Forfeited (258,237) 26.03 (305,737)Adjustment upon finaldetermination oflevel of performancegoal achievement(Note h) 474,800 30.68 Adjustment upon finaldetermination of level ofperformancegoal achievement(Note i) (1,160,530) Outstanding as ofDecember 31, 2018 3,712,402 $28.40 3,712,402 Expected to vest(Note a) 3,261,069 (a)PUs expected to vest are based on the probable achievement of the performance targets after considering an estimated forfeiture rate.(b)Represents an adjustment made in March 2016 to the number of shares underlying the PUs granted in 2015 upon certification of the level ofachievement of the performance targets for such awards. F-55GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 18. Stock-based compensation (Continued)(c)Vested PUs were net settled upon vesting by issuing 731,701 shares (net of minimum statutory tax withholding).(d) Includes 1,443,624 target shares underlying PUs granted in 2016 which were forfeited for failure to achieve all of the threshold performancetargets under such awards.(e)Represents a 2.7% increase in the number of target shares as a result of achievement of higher-than-target performance for certain PUsgranted in 2017, partially offset by a 12.5% reduction as a result of achievement of lower-than-target performance for certain PUs granted in2017.(f)Represents the difference between the maximum number of shares achievable and the number of shares expected to vest under the PU awardsgranted in 2017 based on the level of achievement of the performance goals. Also includes the difference between the maximum number ofshares achievable and the number of shares eligible to vest under the PU awards granted in 2016, which were forfeited for failure to achieve allof the threshold performance targets under such awards.(g)Vested PUs were net settled upon vesting by issuing 691,958 shares (net of minimum statutory tax withholding).(h)Represents a 28.77% increase in the number of target shares expected to vest as a result of achievement of higher-than-target performance forPUs granted in 2018 partially offset by an adjustment made in March 2018 to the number of shares subject to the PUs granted in 2017 uponcertification of the level of achievement of the performance targets underlying such awards.(i)Represents the difference between the maximum number of shares achievable and the number of shares expected to vest under the PU awardsgranted in 2018 based on the level of achievement of the performance goals. Also includes an adjustment made in March 2018 to the numberof shares subject to the PUs granted in 2017 upon certification of the level of achievement of the performance targets underlying such awards. As of December 31, 2018, the total remaining unrecognized stock-based compensation cost related to PUs amounted to $55,985, which will berecognized over the weighted average remaining requisite vesting period of 1.8 years.Employee Stock Purchase Plan (ESPP)On May 1, 2008, the Company adopted the Genpact Limited U.S. Employee Stock Purchase Plan and the Genpact Limited InternationalEmployee Stock Purchase Plan (together, the “ESPP”). In April 2018, these plans were amended and restated, and their terms were extended toAugust 31, 2028. The ESPP allows eligible employees to purchase the Company’s common shares through payroll deductions at 90% of the closing price of theCompany’s common shares on the last business day of each purchase interval. The dollar amount of common shares purchased under the ESPP mustnot exceed 15% of the participating employee’s base salary, subject to a cap of $25 per employee per calendar year. With effect from September 1,2009, the offering periods commence on the first business day in March, June, September and December of each year and end on the last businessday of the subsequent May, August, November and February. 4,200,000 common shares have been reserved for issuance in the aggregate over theterm of the ESPP.During the years ended December 31, 2016, 2017 and 2018, 146,685, 190,435 and 245,467 common shares, respectively, were issued under theESPP.The ESPP is considered compensatory under FASB guidance on Compensation-Stock Compensation.The compensation expense for the ESPP is recognized in accordance with the FASB guidance on Compensation—Stock Compensation. Thecompensation expense for the ESPP during the years ended December 31, 2016, 2017 and 2018 was $428, $573 and $802, respectively, and has beenallocated to cost of revenue and selling, general, and administrative expenses. F-56GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 19. Capital stockThe Company’s authorized capital stock as of December 31, 2017 and 2018 consisted of 500 million common shares with a par value of $0.01per share, and 250 million preferred shares with a par value of $0.01 per share. There were 192,825,207 and 189,346,101 common shares, and nopreferred shares, issued and outstanding as of December 31, 2017 and 2018, respectively.Holders of common shares are entitled to one vote per share. Upon the liquidation, dissolution or winding up of the Company, commonshareholders are entitled to receive a ratable share of the available net assets of the Company after payment of all debts and other liabilities. Thecommon shares have no preemptive, subscription, redemption or conversion rights.The Company’s board of directors by resolution can establish one or more series of preferred shares having such par value, designations,dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optionalor other rights, qualifications, limitations or restrictions as may be fixed by the board of directors without shareholder approval. Such rights,preferences, powers and limitations as may be established could also have the effect of discouraging an attempt to obtain control of the Company.These preferred shares are of the type commonly known as “blank-check” preferred shares.Under Bermuda law, the Company may declare and pay dividends from time to time unless there are reasonable grounds for believing that theCompany is or would, after the payment, be unable to pay its liabilities as they become due or that the realizable value of its assets would thereby beless than the aggregate of its liabilities, its issued share capital, and its share premium accounts. Under the Company’s bye-laws, each commonshare is entitled to dividends if, as and when dividends are declared by the Company’s board of directors. There are no restrictions in Bermuda on theCompany’s ability to transfer funds (other than funds denominated in Bermuda dollars) in or out of Bermuda or to pay dividends to U.S. residentswho are holders of common shares. The Company’s ability to declare and pay cash dividends is restricted by its debt covenants.Share RepurchasesAs of December 31, 2016, the Company’s board of directors (the “Board”) had authorized the Company to repurchase up to $750,000 in valueof the Company’s common shares under its share repurchase program first announced in February 2015. On February 10, 2017 the Board approvedup to an additional $500,000 in share repurchases, bringing the total authorization under the Company’s existing program to $1,250,000. TheCompany’s share repurchase program does not obligate it to acquire any specific number of shares. Under the program, shares may be purchased inprivately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934,as amended.On March 29, 2017, the Company entered into an accelerated share repurchase (“ASR”) agreement with Morgan Stanley & Co. LLC (the“Dealer”) to repurchase Company common shares for an aggregate purchase price of $200,000. Pursuant to the ASR agreement, as amended inNovember 2017, the Company paid the aggregate purchase price to the Dealer upfront and received an initial delivery of 6,578,947 common shares onMarch 30, 2017, an additional delivery of 350,006 common shares on December 29, 2017 and a final delivery of 163,975 common shares on January17, 2018 upon final settlement of the transaction. The weighted average price per share of the common shares delivered was $28.20. The Company’spurchase of its common shares under the ASR has been recorded as a reduction in retained earnings. All repurchased shares have been retired.The final number of common shares repurchased by the Company under the ASR agreement was based on the volume-weighted average shareprice of the Company’s common shares during the term of the transaction, less a discount and subject to adjustments pursuant to the terms of theASR agreement.The ASR agreement contains customary provisions, including, among other things, with respect to mechanisms to determine the number ofshares or the amount of cash that will be delivered at settlement, the required timing of delivery upon settlement, specific circumstances under whichadjustments may be made to the repurchase transaction, and specific circumstances under which the repurchase transaction may be canceled prior tothe scheduled maturity.During the years ended December 31, 2018 and December 31, 2017, the Company also purchased 4,921,192 and 808,293 of its commonshares, respectively, on the open market at a weighted average price of $31.30 and $24.48 per share, respectively, for an aggregate cash amount of$154,058 and $19,784, respectively. All repurchased shares have been retired.F-57GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 19. Capital stock (Continued)The Company records repurchases of its common shares on the settlement date of each transaction. Shares purchased and retired are deductedto the extent of their par value from common stock and from retained earnings for the excess over par value. Direct costs incurred to acquire theshares are included in the total cost of the shares purchased. For the year ended December 31, 2016, December 31, 2017 and December 31, 2018,$279, $16 and $98, respectively, was deducted from retained earnings in direct costs related to share repurchases.DividendIn February 2017, the Company’s board of directors approved a dividend program under which the Company paid a regular quarterly cashdividend of $0.06 per share to holders of its common shares, representing an annual dividend of $0.24 per share. On March 28, 2017, June 28,2017, September 21, 2017, and December 20, 2017 the Company paid dividends of $0.06 per share, amounting to $11,957, $11,558, $11,581 and$11,590 in the aggregate, to shareholders of record as of March 10, 2017, June 12, 2017, September 8, 2017 and December 8, 2017, respectively.On February 12, 2018, the Company announced that its Board of Directors had approved a 25% increase in its quarterly cash dividend to$0.075 per share, up from $0.06 per share in 2017, representing an annual dividend of $0.30 per common share, up from $0.24 per share in 2017,payable to holders of the Company’s common shares. On March 21, 2018, June 20, 2018, September 19, 2018 and December 19, 2018, the Companypaid dividends of $0.075 per share, amounting to $14,408, $14,240, $14,253 and $14,201 in the aggregate, to shareholders of record as of March 9,2018, June 8, 2018, September 10, 2018 and December 10, 2018, respectively. 20. Earnings per shareThe Company calculates earnings per share in accordance with FASB guidance on Earnings per Share. Basic and diluted earnings percommon share give effect to the change in the number of common shares outstanding. The calculation of basic earnings per common share wasdetermined by dividing net income available to common shareholders by the weighted average number of common shares outstanding. Thepotentially dilutive shares, consisting of outstanding options on common shares, restricted share units, common shares to be issued under the ESPPand performance units, have been included in the computation of diluted net earnings per share and number of weighted average shares outstanding,except where the result would be anti-dilutive. The number of stock awards outstanding but not included in the computation of diluted earnings per common share because their effect wasanti-dilutive is 781,215, 1,007,480 and 2,410,230 for the years ended December 31, 2016, 2017 and 2018, respectively. Year ended December 31, 2016 2017 2018 Net income available to Genpact Limited commonshareholders $269,684 $263,111 $282,019 Weighted average number of common shares used incomputing basic earnings per common share 206,861,536 193,864,755 190,674,740 Dilutive effect of stock-based awards 3,264,487 3,184,797 3,305,298 Weighted average number of common shares used incomputing dilutive earnings per common share 210,126,023 197,049,552 193,980,038 Earnings per common share attributable toGenpact Limited common shareholders Basic $1.30 $1.36 $1.48 Diluted $1.28 $1.34 $1.45 F-58GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 21. Cost of revenueCost of revenue consists of the following: Year ended December 31, 2016 2017 2018 Personnel expenses$1,061,134 $1,153,479 $1,322,651 Operational expenses 446,922 481,012 543,006 Depreciation and amortization 46,284 46,947 56,111 $1,554,340 $1,681,438 $1,921,768 22. Selling, general and administrative expensesSelling, general and administrative expenses consist of the following: Year ended December 31, 2016 2017 2018 Personnel expenses$469,894 $501,059 $518,897 Operational expenses 174,060 178,573 166,437 Depreciation and amortization 9,013 9,829 8,531 $652,967 $689,461 $693,865 23. Other operating (income) expense, net Year ended December 31, 2016 2017 2018 Other operating (income) expense$(1,266) $(7,277) $(455)Provision for impairment of intangible assets andproperty, plant and equipment 11,195 9,311 4,265 Change in fair value of earn-out consideration anddeferred consideration (relating to businessacquisitions) (14,869) (3,695) (5,655)Other operating (income) expense, net$(4,940) $(1,661) $(1,845) 24. Interest income (expense), netInterest income (expense), net consists of the following: Year ended December 31, 2016 2017 2018 Interest income$7,247 $8,182 $11,388 Interest expense (23,431) (39,917) (48,507)Interest income (expense), net$(16,184) $(31,735) $(37,119) F-59GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 25. Income taxesIncome tax expense (benefit) for the years ended December 31, 2016, 2017 and 2018 is allocated as follows: Year ended December 31, 2016 2017 2018 Income from continuing operations $62,098 $59,742 $80,763 Other comprehensive income: Unrealized gains (losses) on cash flow hedges 23,809 457 (6,647)Retirement benefits (1,885) 670 (1,407)Retained earnings: Deferred tax benefit recognized on early adoption of ASU 2016-09 (24,912) — — Reclassification from AOCI on early adoption of ASU 2018-02 — — 2,265 Deferred tax expense recognized on adoption of ASU 2014-09 — — 5,303 Accumulated other comprehensive income: Reclassification to retained earnings on early adoption of ASU 2018-02 — — (2,265) The components of income before income tax expense from continuing operations are as follows: Year ended December 31, 2016 2017 2018 Domestic (U.S.) $44,110 $8,440 $49,986 Foreign (Non-U.S.) 285,535 312,143 312,035 Income before income tax expense $329,645 $320,583 $362,021 Income tax expense (benefit) attributable to income from continuing operations consists of: Year ended December 31, 2016 2017 2018 Current tax expense : Domestic (U.S. federal) $78 $3,380 $6,466 Domestic (U.S. state) 1,069 1,268 3,508 Foreign (Non-U.S.) 30,497 65,485 64,735 $31,644 $70,133 $74,709 Deferred tax expense (benefit) : Domestic (U.S. federal) $11,379 $3,549 $6,577 Domestic (U.S. state) (459) (2,809) (1,176)Foreign (Non-U.S.) 19,534 (11,131) 653 $30,454 $(10,391) $6,054 Total income tax expense (benefit) $62,098 $59,742 $80,763 F-60GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 25. Income taxes (Continued) Income tax expense (benefit) attributable to income from continuing operations differed from the amounts computed by applying the U.S.federal statutory income tax rate of 21% for the year ended December 31, 2018 and 35% for the years ended December 31, 2017 and 2016 to incomebefore income taxes, as a result of the following: Year ended December 31, 2016 2017 2018 Income before income tax expense $329,645 $320,583 $362,021 Statutory tax rates 35% 35% 21%Computed expected income tax expense 115,376 112,204 76,024 Increase (decrease) in income taxes resulting from: Foreign tax rate differential (18,574) (25,224) 23,373 Tax benefit from tax holiday (32,893) (35,814) (24,968)Non-deductible expenses 4,559 3,985 3,245 Effect of change in tax rates 353 2,778 (147)Change in valuation allowance (4,830) 9,041 27,826 Unrecognized tax benefits (627) 1,611 3,008 Other* (1,266) (8,839) (27,598)Reported income tax expense (benefit) $62,098 $59,742 $80,763 *Following the transfer/closure of certain affiliated entities, deferred tax liabilities recorded against the outside basis difference werereversed amounting to $0, $9,600, $18,510 during the year ended December 31, 2016, 2017 and 2018. It was not more likely than notthat the resulting net deferred tax asset would be realized. Therefore, a full valuation allowance was established to offset the reductionin deferred tax liabilities. A portion of the profits of the Company’s operations is exempt from income tax in India. One of the Company’s Indian subsidiaries has tenunits eligible for a tax holiday as a special economic zone unit in respect of 100% of the export profits it generates for a period of 5 years fromcommencement, 50% of such profits for the next 5 years (year 6 to year 10 from commencement) and 50% of the profits for an additional period of 5years (year 11 to year 15 from commencement), subject to the satisfaction of certain capital investment requirements. The tax holidays for theCompany’s existing special economic zone units will begin to expire on March 31, 2022 and will have fully expired on March 31, 2030, assuming theCompany satisfies the capital investment requirements.The effect of the Indian tax holiday on basic earnings per share was $0.19, $0.18 and $0.13, respectively, for the years ended December 31,2016, 2017 and 2018. The effect of the tax holiday on diluted earnings per share was $0.18, $0.18 and $0.13, respectively, for the years endedDecember 31, 2016, 2017 and 2018.F-61GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 25. Income taxes (Continued)The components of the Company’s deferred tax balances as of December 31, 2017 and 2018 are as follows: As of December 31, 2017 2018 Deferred tax assets Net operating loss carryforwards $55,500 $64,013 Accrued liabilities and other expenses 41,177 36,812 Provision for doubtful debts 10,509 9,650 Property, plant & equipment and leased assets 6,179 7,904 Unrealized losses on cash flow hedges, net 275 672 Share-based compensation 19,789 18,236 Retirement benefits 5,817 7,559 Contract liabilities 22,948 3,150 Tax credit carryforwards 35,322 22,409 Other 6,662 8,885 Gross deferred tax assets $204,178 $179,290 Less: Valuation allowance (24,549) (51,986)Total deferred tax assets $179,629 $127,304 Deferred tax liabilities Intangible assets $23,545 $17,975 Property, plant and equipment 1,131 5,493 Deferred cost 33,816 2,725 Investments in foreign subsidiaries not indefinitelyreinvested 18,949 4,835 Unrealized gains on cash flow hedges, net 14,711 8,990 Goodwill 7,145 12,957 Other 10,150 7,843 Total deferred tax liabilities $109,447 $60,818 Net deferred tax asset $70,182 $66,486 As of December 31, Classified as 2017 2018 Deferred tax assets Non-current $76,929 $74,566 Deferred tax liabilities Non-current 6,747 8,080 $70,182 $66,486 The change in the total valuation allowance for deferred tax assets as of December 31, 2016, 2017 and 2018 is as follows: Year ended December 31, 2016 2017 2018 Opening valuation allowance $20,091 $14,746 $24,549 Reduction during the year (7,299) (3,957) (2,307)Addition during the year 1,954 13,760 29,744 Closing valuation allowance $14,746 $24,549 $51,986 F-62GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 25. Income taxes (Continued) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferredtax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods inwhich temporary differences are deductible.Management considers the scheduled reversal of deferred tax liabilities and projected taxable income in making this assessment. In order tofully realize a deferred tax asset, the Company must generate future taxable income prior to the expiration of the deferred tax asset under applicablelaw. Based on the level of historical taxable income and projections for future taxable income over the periods during which the Company’s deferredtax assets are deductible, management believes that it is more likely than not that the Company will realize the benefits of these deductibledifferences, net of the existing valuation allowances as of December 31, 2018. The amount of the Company’s deferred tax assets consideredrealizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.In 2016, one of the Company’s subsidiaries filed amended tax returns with respect to prior years, resulting in revised assessments, highertaxable income and the utilization of operating loss carryforwards. The use of operating loss carryforwards resulted in the complete reversal of thesubsidiary’s remaining valuation allowance of $3,377. On January 1, 2016, the Company elected the early adoption of ASU 2016-09, which was applied using a modified retrospective approach.Accordingly, excess tax benefits relating to the exercise of stock options prior to December 31, 2015 amounting to $24,912 were recorded throughretained earnings. For the years ended December 31, 2016 and 2017 and 2018, the Company recognized net excess tax benefits of $1,004, $1,723 and$2,131 in income tax expense attributable to continuing operations.As of December 31, 2018, the Company’s deferred tax assets related to net operating loss carryforwards of $276,040 amounted to $59,153(excluding state net operating losses). Net operating losses of subsidiaries in the United Kingdom, Singapore, Malaysia, Australia, Brazil, Israel,South Africa, Hong Kong, Germany, the United States (for 2018) and Luxembourg (for 2016 and prior years) amounted to $164,014 and can becarried forward for an indefinite period.F-63GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 25. Income taxes (Continued)The Company’s remaining tax loss carryforwards expire as set forth in the table below: US – Federal Europe Others Year ending December 31, 2020 $— 2952 $— 2021 — 1,121 2,347 2022 — 5,904 105 2023 — 6,639 1,426 2024 — 771 7,748 2025 — 27,147 8,520 2026 — 234 1,396 2027 — 856 5,071 2028 — 34 2,716 2029 — — 672 2034 — 18,820 — 2035 340 8,838 — 2036 477 — — 2037 7252 — — 2038 — — 640 $8,069 $73,316 $30,641 In the table above, “Europe” includes net operating losses of subsidiaries in Hungary, Poland, the Netherlands, the Czech Republic, Slovakia,Luxembourg, Latvia and Portugal, while “Others” includes net operating losses of subsidiaries in Mexico, Japan, China, India, New Zealand andCanada. As of December 31, 2018, the Company had additional deferred tax assets for U.S. state and local tax loss carryforwards amounting to $4,859with varying expiration periods between 2019 and 2037. As of December 31, 2018, the company had a total foreign tax credit carryforward of $22,409, which will expire as set forth in the table below: Year ending December 31, Amount 2023 355 2024 2,819 2025 8,395 2026 5,728 2027 1,250 2028 3,862 $22,409 With exceptions, the Company has not accrued any income, distribution or withholding taxes that would arise if the undistributed earnings ofthe Company’s foreign (non-Bermuda) subsidiaries which cannot be repatriated in a tax-free manner were repatriated. Due to the Company’schanging corporate structure, the various methods that are available to repatriate earnings, and uncertainty relative to the applicable taxes at the timeof repatriation, it is not practicable to determine the amount of tax that would be imposed upon repatriation. If undistributed earnings are repatriatedin the future, or are no longer deemed to be indefinitely reinvested, the company will accrue the applicable amount of taxes associated with suchearnings at that time. F-64GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 25. Income taxes (Continued) As of December 31, 2018, $363,560 of the Company’s $368,396 in cash and cash equivalents was held by the Company’s foreign (non-Bermuda) subsidiaries. $131,617 of this cash is held by foreign subsidiaries for which the Company expects to incur and has accrued a deferred taxliability on the repatriation of $25,043 of retained earnings. $231,943 of the Company’s cash and cash equivalents is held by foreign subsidiaries injurisdictions where no tax is expected to be imposed upon repatriation of the retained earnings of such foreign subsidiaries or is being indefinitelyreinvested.On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the“Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect 2017. The Tax Act also establishes new tax laws that willaffect 2018 and subsequent years, including a reduction in the U.S. federal corporate income tax rate from 35% to 21%.On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the taxeffects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date forcompanies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects ofthose aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income taxeffects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.As a result of the reduction in the federal corporate income tax rate, the Company has revalued its net deferred tax assets, excluding tax creditsto the extent affected by changes in the law as of December 31, 2017. Based on this revaluation, the Company has recorded a net income tax expenseof $3,182 to reduce its net deferred tax asset balance, which was recorded as additional income tax expense for the year ended December 31, 2017. The Company completed its accounting for the transition tax liability under the Tax Act during the third quarter of 2018 without any impact onincome tax expense. There is no material change in the estimates as of September 30, 2018 based on the final calculation of the earnings and profitpool of the Company’s controlled foreign corporations based on the Company’s U.S. tax returns.The Company reports its gain/loss on derivatives designated as cash flow hedges, actuarial gain/loss on retirement benefits and currencytranslation adjustment, net of taxes to the extent applicable, in accumulated other comprehensive income (loss) (“AOCI”).As of December 31, 2017, due to a reduction in the U.S. federal corporate income tax rate under the Tax Act from 35% to 21%, the Companyrevalued its net deferred tax assets, including deferred tax liabilities recorded through AOCI. Based on this revaluation, the Company recorded anincome tax benefit of $2,265 relating to derivatives, reducing its net deferred tax liability balance, which was recorded as an income tax benefit incontinuing operations for the year ended December 31, 2017.In the quarter ended March 31, 2018, the Company elected to early adopt ASU 2018-02, effective January 1, 2018, and made an election toreclassify the stranded income tax effects of the Tax Act from AOCI to retained earnings for all items of AOCI. The Company has elected to adopt thenew guidance at the beginning of the period, and no prior periods have been adjusted. Accordingly, a stranded tax effect in AOCI of $2,265 resultingfrom the Tax Act has been adjusted through retained earnings.F-65GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 25. Income taxes (Continued)The following table summarizes activities related to our unrecognized tax benefits from January 1 to December 31 for each of 2016, 2017 and2018: 2016 2017 2018 Opening balance at January 1 $26,357 $23,467 $26,060 Increase related to prior year tax positions, including recorded in acquisitionaccounting 370 2,582 1,851 Decrease related to prior year tax positions (1,506) (1,398) (153)Decrease related to divesture of business (345) — — Decrease related to prior year tax position due to lapse of applicable statute oflimitation (2,122) (1,019) (1,841)Increase related to current year tax positions, including recorded in acquisitionaccounting 3,225 1,661 2,408 Decrease related to settlements with tax authorities (2,000) — — Effect of exchange rate changes (512) 767 (1,603)Closing balance at December 31 $23,467 $26,060 $26,722 As of December 31, 2016, 2017 and 2018, the Company had unrecognized tax benefits amounting to $22,469, $24,877 and $25,485,respectively, which, if recognized, would impact the effective tax rate.As of December 31, 2016, 2017 and 2018, the Company had accrued $3,856, $4,614 and $5,081, respectively, in interest relating tounrecognized tax benefits. During the years ended December 31, 2016, 2017 and 2018, the Company recognized $367, $758 and $467, respectively,including exchange rate differences, in interest on unrecognized tax benefits. As of December 31, 2016, 2017 and 2018, the company had accrued$977, $1,033 and $995, respectively, for penalties.In the next twelve months and for all tax years that remain open to examinations by U.S. federal and various state, local, and non-U.S. taxauthorities, the Company estimates that it is reasonably possible that the total amount of its unrecognized tax benefits will vary. However, theCompany does not expect significant changes within the next twelve months other than depending on the progress of tax matters or examinationswith various tax authorities, which are difficult to predict.With exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax audits by taxing authorities for yearsprior to 2015. The Company’s subsidiaries in India and China are open to examination by relevant taxing authorities for tax years beginning on orafter April 1, 2011 and January 1, 2008, respectively. The Company regularly reviews the likelihood of additional tax assessments and adjusts itsreserves as additional information or events require. 26. Segment reportingThe Company manages various types of business process and information technology services in an integrated manner for clients in variousindustries and geographic locations. The Company’s Chief Executive Officer, who has been identified as the Chief Operation Decision Maker(CODM), reviews financial information prepared on a consolidated basis, accompanied by disaggregated information about revenue and adjustedoperating income by identified business units. The identified business units are organized for operational reasons and represent either services-based, customer-based, industry-based or geography-based units. There is significant overlap between the manner in which the business units areorganized. Additionally, the composition and organization of the business units is fluid and the structure changes regularly in response to growth ofthe overall business, acquisitions and changes in the reporting structure, clients, services, industries served, and delivery centers.Based on an overall evaluation of all facts and circumstances, and after combining operating segments with similar economic characteristicsthat comply with other aggregation criteria specified in the FASB guidance on segment reporting, the Company has determined that it operates as asingle reportable segment.F-66GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 26. Segment reporting (Continued)Net revenues by customer type are as follows: Year ended December 31, 2016 2017 2018 GE$357,894 $269,217 $268,210 Global Clients 2,212,862 2,467,712 2,732,580 Total net revenues$2,570,756 $2,736,929 $3,000,790 Net revenues by service type are as follows: Year ended December 31, 2016 2017 2018 Business process outsourcing$2,083,450 $2,264,335 $2,502,806 Information technology services 487,306 472,594 497,984 Total net revenues$2,570,756 $2,736,929 $3,000,790 Revenues from clients based on the industry serviced are as follows: Year ended December 31, 2016 2017 2018 Banking, financial services and insurance$1,021,609 $1,090,134 $1,099,189 Consumer goods, retail, life sciences and healthcare 769,432 832,088 891,640 High tech, manufacturing and services 779,715 814,707 1,009,961 Total net revenues$2,570,756 $2,736,929 $3,000,790 The Company has reclassified the disaggregation of its revenue to reflect how the Company groups its clients into key industry verticals.Revenue from prior periods is also presented based on the classifications used in the current period. Net revenues from geographic areas based on the location of the Company’s service delivery centers are as follows. A portion of net revenuesattributable to India consists of net revenues for services performed by delivery centers in India or at clients’ premises outside of India by businessunits or personnel normally based in India. Year ended December 31, 2016 2017 2018 India$1,804,113 $1,712,783 $1,739,455 Asia, other than India 249,839 286,338 327,462 North and Latin America 282,434 455,059 641,716 Europe 234,370 282,749 292,157 Total net revenues$2,570,756 $2,736,929 $3,000,790 Revenues from GE comprised 14%, 10% and 9% of the Company’s consolidated total net revenues in 2016, 2017 and 2018, respectively. Noother customer accounted for 10% or more of the Company’s consolidated total net revenues during these periods. Property, plant and equipment, net by geographic region are as follows: As of December 31, 2017 2018 India$125,490 $130,824 Asia, other than India 15,899 14,866 Americas 38,438 46,763 Europe 27,203 20,262 Total$207,030 $212,715 F-67GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 27. Contract balances Accounts receivable include amounts for services that the Company has performed but for which payment has not been received. The Companytypically follows a 30-day billing cycle and, as such, at any point in time may have accrued up to 30 days of revenues that have not been billed. TheCompany has determined that in instances where the timing of revenue recognition differs from the timing of invoicing, the related contractsgenerally do not include a significant financing component. Refer to note 5 for details on the Company’s accounts receivable and reserve for doubtfulreceivables. The following table provides details of the Company’s contract liabilities: As of December 31, 2018 ParticularsAdvance from customers Deferred transition revenue Opening balance$26,266 $101,785 Impact of opening balance offset — $21,348 Gross opening balance$26,266 $123,133 Additions 33,328 67,838 Effect of business combinations 273 75 Revenue recognized (32,091) (68,697)Currency translation adjustments (1,063) (1,097)Gross closing balance$26,713 $121,252 Impact of closing balance offset with contract asset (3,821) (25,604)Closing balance (Note a)$22,892 $95,648 (a) Included in "accrued expenses and other current liabilities" and "other liabilities" in the consolidated balance sheet. The following table includes estimated revenue expected to be recognized in the future related to remaining performance obligations as ofDecember 31, 2018:ParticularsTotal Less than 1 year 1-3 years 3-5 years After 5 years Transaction price allocated to remainingperformance obligations$95,670 41,830 40,128 12,619 1,093 The Company has applied the practical expedient related to contract duration and has not disclosed information about remainingperformance obligations that have original expected durations of one year or less. The following table provides details of the Company’s contract assets:ParticularsAs of December 31,2018 Opening balance$43,366 Impact of opening balance offset 21,348 Gross opening balance$64,714 Additions 48,216 Reduction in revenue recognized (38,470)Gross closing balance$74,460 Impact of closing balance offset with contract liability (29,425)Closing balance (Note b)$45,035 (b) Included in "prepaid expenses and other current assets" and "other assets" in the consolidated balance sheet. F-68GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 27. Contract balances (Continued) The following table provides details of the company’s contract cost assets: As of December 31, 2018 ParticularsSales incentive programs Transition activities Opening balance$23,227 $139,284 Closing balance 25,891 134,302 Amortization 14,788 70,775 28. Related party transactionsThe Company has entered into related party transactions with its non-consolidating affiliates. The Company has also entered into relatedparty transactions with a significant shareholder and its affiliates.The Company’s related party transactions can be categorized as follows:Revenue from servicesIn the years ended December 31, 2016, 2017, and 2018, the Company recognized net revenues of $335, $398 and $714, respectively, from aclient that is also a significant shareholder of the Company.In the years ended December 31, 2016 and 2017, the Company recognized net revenues of $8,077 and $5,400, respectively, from a client thatwas a non-consolidating affiliate of the Company. As of June 30, 2017, this non-consolidated affiliate ceased to be a related party.Cost of revenue from servicesThe Company purchases certain services from its non-consolidating affiliates, mainly relating to training and recruitment, the costs of whichare included in cost of revenue. For the years ended December 31, 2016, 2017 and 2018, cost of revenue includes an amount of $2,067, $2,043 and$1,094, respectively, attributable to the cost of such services provided by the Company’s non-consolidating affiliates.Selling, general and administrative expensesThe Company purchases certain services from its non-consolidating affiliates, mainly relating to training and recruitment, the costs of whichare included in selling, general and administrative expenses. For the years ended December 31, 2016, 2017 and 2018, selling, general andadministrative expenses include an amount of $291, $315 and $191, respectively, attributable to the cost of such services provided by the Company’snon-consolidating affiliates.During the years ended December 31, 2016, 2017 and 2018, the Company engaged a significant shareholder of the Company to provideservices to the Company at a cost of $58, $57 and $30, respectively. Investment in equity affiliatesDuring the year ended December 31, 2017, the Company invested $496 in its non-consolidating affiliates.During the year ended December 31, 2017, the Company recorded a charge of $2,849 related to an investment in one of its non-consolidatingaffiliates. This charge has been included in equity-method investment activity, net in the Company’s consolidated statement of income. As of December 31, 2017 and 2018, the Company’s investments in its non-consolidating affiliates amounted to $886 and $836, respectively.OthersDuring the years ended December 31, 2016 and 2017, the Company entered into transactions with one of its non-consolidating affiliates forcertain cost reimbursements amounting to $1,162 and $477, respectively.During the year ended December 31, 2017, the Company entered into transactions with a client that is a significant shareholder of theCompany for certain cost reimbursements amounting to $127.F-69GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 28. Related party transactions (Continued)During the year ended December 31, 2017, the Company made a payment of $3,847 to one of its non-consolidating affiliates under a tax-sharing arrangement in the U.K. This amount represents a portion of the non-consolidated affiliate’s net operating losses surrendered to theCompany under the tax sharing arrangement for the years 2015 and 2016. As of June 30, 2017 this non-consolidating affiliate ceased to be a relatedparty. 29. Other Income (expense), net Year ended December 31, 2016 2017 2018 Government incentives$- $26,882 $36,099 Other income/(expense) 9,691 (3,296) (338)Other Income (expense), net$9,691 $23,586 $35,761 30. Commitments and contingenciesCapital commitmentsAs of December 31, 2017 and 2018, the Company has committed to spend $8,314 and $4,859, respectively, under agreements to purchaseproperty, plant and equipment. This amount is net of capital advances paid in respect of such purchases.Bank guaranteesThe Company has outstanding bank guarantees amounting to $8,879 and $9,487 as of December 31, 2017 and 2018, respectively. Bankguarantees are generally provided to government agencies and excise and customs authorities for the purposes of maintaining a bonded warehouse.These guarantees may be revoked by the government agencies if they suffer any losses or damages through the breach of any of the covenantscontained in the agreements governing such guarantees. Other commitmentsThe Company’s business process delivery centers in India are 100% export-oriented units or Software Technology Parks of India (“STPI”) unitsunder the STPI guidelines issued by the Government of India. These units are exempt from customs, central excise duties, and levies on imported andindigenous capital goods, stores, and spares. The Company has undertaken to pay custom duties, service taxes, levies, and liquidated damagespayable, if any, in respect of imported and indigenous capital goods, stores, and spares consumed duty free, in the event that certain terms andconditions are not fulfilled. F-70GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 31. Quarterly financial data (unaudited) Three months ended Year ended March 31, 2018 June 30, 2018 September 30,2018 December 31,2018 December 31,2018 Total net revenues $688,912 $728,561 $747,978 $835,339 $3,000,790 Gross profit $244,588 $265,663 $266,566 $302,205 $1,079,022 Income from operations $63,761 $79,522 $94,028 $110,841 $348,152 Income before equity-method investmentactivity, net and income tax expense $76,009 $81,668 $97,724 $106,632 $362,033 Net income $63,934 $64,574 $73,603 $79,147 $281,258 Net (income) loss attributable to redeemablenon-controlling interest $761 $- $- $- $761 Net income attributable to Genpact Limitedcommon shareholders $64,695 $64,574 $73,603 $79,147 $282,019 Earnings per common share attributable toGenpact Limited common shareholders Basic $0.34 $0.34 $0.39 $0.42 $1.48 Diluted $0.33 $0.33 $0.38 $0.41 $1.45 Weighted average number of commonshares used in computing earnings percommon share attributable to GenpactLimited common shareholders Basic 192,816,626 190,132,664 190,024,924 189,724,744 190,674,740 Diluted 196,288,569 193,365,974 193,115,769 193,149,836 193,980,038 F-71GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 31. Quarterly financial data (unaudited) (Continued) Three months ended Year ended March 31, 2017 June 30, 2017 September 30,2017 December 31,2017 December 31,2017 Total net revenues $622,995 $670,697 $708,824 $734,413 $2,736,929 Gross profit $239,658 $256,189 $280,034 $279,610 $1,055,491 Income from operations $79,096 $80,959 $97,919 $73,305 $331,279 Income before equity-method investmentactivity, net and income tax expense $69,243 $84,582 $89,742 $81,559 $325,126 Net income $52,440 $69,102 $73,161 $66,138 $260,841 Net (income) loss attributable to redeemablenon-controlling interest $898 $(156) $584 $944 $2,270 Net income attributable to Genpact Limitedcommon shareholders $53,338 $68,946 $73,745 $67,082 $263,111 Earnings per common share attributable toGenpact Limited common shareholders Basic $0.27 $0.36 $0.38 $0.35 $1.36 Diluted $0.26 $0.36 $0.38 $0.34 $1.34 Weighted average number of common sharesused in computing earnings per common shareattributable to Genpact Limited commonshareholders Basic 199,069,528 191,469,593 192,124,366 192,795,534 193,864,755 Diluted 202,655,937 193,732,406 194,947,699 196,862,168 197,049,552 32. Subsequent Events DividendOn February 7, 2019, the Company announced that its Board of Directors has approved a 13% increase in its quarterly cash dividend,representing a planned annual dividend of $0.34 per common share, increased from $0.30 per common share in 2018. The Board of Directors alsodeclared a dividend for the first quarter of 2019 of $0.085 per common share, which will be paid on or about March 20, 2019 to shareholders ofrecord as of the close of business on March 8, 2019. The declaration of any future dividends will be at the discretion of the Board of Directors andsubject to Bermuda and other applicable laws. Secondary offeringOn February 15, 2019, the Company completed an additional secondary offering of its common shares pursuant to which certain of ourshareholders affiliated with Bain Capital Investors, LLC, namely Glory Investments A Limited and its affiliated assignees, together with their co-investor, GIC Private Limited (the “Selling Shareholders”), sold 10.0 million common shares at a price of $32.215 per share in an underwritten publicoffering. All of the common shares were sold by the Selling Shareholders and, as a result, the Company did not receive any of the proceeds from theoffering. F-72GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) 33. Guarantor financial informationIn March 2017, Genpact Luxembourg S.à r.l. (the “Issuer”), a subsidiary of the Company, issued $350,000 aggregate principal amount of3.70% senior notes in a private offering. See Note 14 for additional information. The issuance is fully and unconditionally guaranteed by theCompany. The Company has prepared the following condensed consolidating financial statements, which set forth consolidated financialstatements of the Issuer, the Company as parent guarantor and the non-guarantor subsidiaries of the Company, as well as intercompany eliminationadjustments relating to intercompany transactions. Investments in subsidiaries have been accounted for using the equity method.F-73GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Balance Sheet As of December 31, 2018 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $12,797 $2,505 $353,094 $— $368,396 Accounts receivable intercompany, net 89,958 — — (89,958) — Accounts receivable, net — — 774,184 — 774,184 Intercompany loans 447,578 1,300 1,835,608 (2,284,486) — Intercompany other receivable 33,224 52,783 117,537 (203,544) — Prepaid expenses and other current assets 2,242 1,278 208,957 — 212,477 Total current assets $585,799 $57,866 $3,289,380 $(2,577,988) $1,355,057 Property, plant and equipment, Net 388 — 212,327 — 212,715 Intercompany loans 100,000 — 500,000 (600,000) — Deferred tax assets — — 74,566 — 74,566 Investment in subsidiaries 548,654 3,073,467 557,089 (4,179,210) — Investment in equity affiliates — — 836 — 836 Investment in debentures/bonds, intercompany 571,919 50,393 — (622,312) — Intercompany other receivable — 83,169 — (83,169) — Intangible assets, net — — 177,087 — 177,087 Goodwill — — 1,393,832 — 1,393,832 Contract cost assets — — 160,193 — 160,193 Other assets 682 — 154,477 — 155,159 Total assets $1,807,442 $3,264,895 $6,519,787 $(8,062,679) $3,529,445 Liabilities and equity Current liabilities Short-term borrowings $100,000 $— $195,000 $— $295,000 Intercompany loans 128,572 1,849,537 306,377 (2,284,486) — Current portion of long-term debt 4,961 — 28,522 — 33,483 Accounts payable 1,636 520 40,428 — 42,584 Intercompany accounts payable — — 89,958 (89,958) — Income taxes payable — — 33,895 — 33,895 Intercompany other payable 47,844 70,973 84,727 (203,544) — Accrued expenses and other current liabilities 5,248 5,157 560,945 — 571,350 Total current liabilities $288,261 $1,926,187 $1,339,852 $(2,577,988) $976,312 Long-term debt, less current portion 440,665 — 534,980 — 975,645 Deferred tax liabilities — — 8,080 — 8,080 Intercompany other payable — — 83,169 (83,169) — Non-current intercompany loans payable 500,000 — 722,312 (1,222,312) — Other liabilities 197 154 164,875 — 165,226 Total liabilities $1,229,123 $1,926,341 $2,853,268 $(3,883,469) $2,125,263 Redeemable non-controlling interest — — — — — Shareholders' equity 578,319 1,338,554 3,666,519 (4,179,210) 1,404,182 Commitments and contingencies — — — — — Total liabilities, redeemable non-controlling interest and equity $1,807,442 $3,264,895 $6,519,787 $(8,062,679) $3,529,445 F-74GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Balance Sheet As of December 31, 2017 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $4,507 $2,136 $497,825 $— $504,468 Accounts receivable intercompany, net 82,935 — — (82,935) — Accounts receivable, net — — 693,085 — 693,085 Intercompany loans 194,854 — 1,620,537 (1,815,391) — Intercompany other receivable 25,343 82,631 89,189 (197,163) — Prepaid expenses and other current assets 311 1,276 234,755 — 236,342 Total current assets $307,950 $86,043 $3,135,391 $(2,095,489) $1,433,895 Property, plant and equipment, net 391 — 206,639 — 207,030 Intercompany loans — — 500,000 (500,000) — Deferred tax assets — — 76,929 — 76,929 Investment in subsidiaries 426,410 2,864,386 529,179 (3,819,975) — Investment in equity affiliates — — 886 — 886 Investment in debentures, intercompany 717,909 — — (717,909) — Intercompany other receivable — 49,761 — (49,761) — Intangible assets, net — — 131,590 — 131,590 Goodwill — — 1,337,122 — 1,337,122 Other assets — — 262,169 — 262,169 Total assets $1,452,660 $3,000,190 $6,179,905 $(7,183,134) $3,449,621 Liabilities and equity Current liabilities Short-term borrowings $— $— $170,000 $— $170,000 Intercompany loans 38,000 1,597,537 179,854 (1,815,391) — Current portion of long-term debt — — 39,226 — 39,226 Accounts payable 103 58 14,889 — 15,050 Intercompany accounts payable — — 82,935 (82,935) — Income taxes payable 885 — 29,141 — 30,026 Intercompany other payable 29,526 59,266 108,371 (197,163) — Accrued expenses and other current liabilities 5,995 2,390 576,097 — 584,482 Total current liabilities $74,509 $1,659,251 $1,200,513 $(2,095,489) $838,784 Long-term debt, less current portion 347,761 — 658,926 — 1,006,687 Deferred tax liabilities — — 6,747 — 6,747 Intercompany other payable — — 49,761 (49,761) — Non-current intercompany loans payable 500,000 — 717,909 (1,217,909) — Other liabilities 1,211 153 167,245 — 168,609 Total liabilities $923,481 $1,659,404 $2,801,101 $(3,363,159) $2,020,827 Redeemable non-controlling interest — — 4750 — 4750 Shareholders' equity 529,179 1,340,786 3,374,054 (3,819,975) 1,424,044 Commitments and contingencies Total liabilities, redeemable non-controlling interest andequity $1,452,660 $3,000,190 $6,179,905 $(7,183,134) $3,449,621 F-75GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Statement of Income (Loss) year ended December 31, 2018 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations Consolidated Net revenues $50,356 $— $3,000,790 $(50,356) $3,000,790 Cost of revenue — 5,188 1,916,580 — 1,921,768 Gross profit $50,356 $(5,188) $1,084,210 $(50,356) $1,079,022 Operating expenses: Selling, general and administrative expenses 11,324 23,703 709,260 (50,422) 693,865 Amortization of acquired intangible assets 48 — 38,802 — 38,850 Other operating (income) expense, net (17,599) — 15,754 — (1,845)Income (loss) from operations $56,583 $(28,891) $320,394 $66 $348,152 Foreign exchange gains (losses), net 449 845 13,945 — 15,239 Interest income (expense), net (16,504) — (20,615) — (37,119)Intercompany interest income (expense), net 77,857 (19,279) (58,578) — — Other income (expense), net — — 35,761 — 35,761 Income (loss) before equity-method investment activity, net andincome tax expense $118,385 $(47,325) $290,907 $66 $362,033 Gain (loss) on equity-method investment activity, net 62,501 346,960 123,291 (532,764) (12)Income before income tax expense $180,886 $299,635 $414,198 $(532,698) $362,021 Income tax expense 6,124 — 74,639 — 80,763 Net income $174,762 $299,635 $339,559 $(532,698) $281,258 Net loss attributable to redeemable non-controlling interest — 761 — 761 Net income attributable to Genpact Limited shareholders $174,762 $299,635 $340,320 $(532,698) $282,019F-76GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Statement of Income (Loss) Year ended December 31, 2017 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations Consolidated Net revenues $46,722 $— $2,736,929 $(46,722) $2,736,929 Cost of revenue — — 1,681,438 — 1,681,438 Gross profit $46,722 $— $1,055,491 $(46,722) $1,055,491 Operating expenses: Selling, general and administrative expenses 9,859 21,076 728,145 (69,619) 689,461 Amortization of acquired intangible assets — — 36,412 — 36,412 Other operating (income) expense, net (3,412) — 1,751 — (1,661)Income (loss) from operations $40,275 $(21,076) $289,183 $22,897 $331,279 Foreign exchange gains (losses), net 3,312 2 (1,318) — 1,996 Interest income (expense), net (11,375) — (20,360) — (31,735)Intercompany interest income (expense), net 47,547 (10,148) (37,399) — — Other income (expense), net 18,391 — 5,195 — 23,586 Income (loss) before equity-method investment activity, net andincome tax expense $98,150 $(31,222) $235,301 $22,897 $325,126 Gain (loss) on equity-method investment activity, net (15,058) 294,333 75,657 (359,475) (4,543)Income before income tax expense $83,092 $263,111 $310,958 $(336,578) $320,583 Income tax expense 7,435 — 52,307 — 59,742 Net income $75,657 $263,111 $258,651 $(336,578) $260,841 Net loss attributable to redeemable non-controlling interest — — 2,270 — 2,270 Net income attributable to Genpact Limited shareholders $75,657 $263,111 $260,921 $(336,578) $263,111 F-77GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Statement of Income (Loss) Year ended December 31, 2016 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations Consolidated Net revenues $39,518 $— $2,570,756 $(39,518) $2,570,756 Cost of revenue — — 1,554,340 — 1,554,340 Gross profit $39,518 $— $1,016,416 $(39,518) $1,016,416 Operating expenses: Selling, general and administrative expenses 9,499 12,772 672,680 (41,984) 652,967 Amortization of acquired intangible assets — — 27,183 — 27,183 Other operating (income) expense, net (4,043) (500) (397) — (4,940)Income (loss) from operations $34,062 $(12,272) $316,950 $2,466 $341,206 Foreign exchange gains (losses), net (1,633) 57 4,206 — 2,630 Interest income (expense), net (1,358) — (14,826) — (16,184)Intercompany interest income (expense), net 81,359 - (81,359) — — Other income (expense), net (829) (3,390) 13,910 — 9,691 Income (loss) before equity-method investment activity, net andincome tax expense $111,601 $(15,605) $238,881 $2,466 $337,343 Gain (loss) on equity-method investment activity, net 29,969 285,289 133,186 (456,142) (7,698)Income before income tax expense $141,570 $269,684 $372,067 $(453,676) $329,645 Income tax expense 8,384 — 53,714 — 62,098 Net income $133,186 $269,684 $318,353 $(453,676) $267,547 Net loss attributable to redeemable non-controlling interest — — 2,137 — 2,137 Net income attributable to Genpact Limited shareholders $133,186 $269,684 $320,490 $(453,676) $269,684F-78GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Statement of Comprehensive Income (Loss) Year ended December 31, 2018 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations GenpactLimitedShareholders RedeemableNon-controllinginterest Net income (loss)$174,762 $299,635 $340,320 $(532,698) $282,019 $(761)Other comprehensive income: Currency translation adjustments (72,071) (109,656) (109,656) 181,727 (109,656) (424)Net income (loss) on cash flow hedging derivatives, net of taxes(Note 7) 498 (46,293) (46,293) 45,795 (46,293) — Retirement benefits, net of taxes (190) 1,454 1,454 (1,264) 1,454 — Other comprehensive income (loss) (71,763) (154,495) (154,495) 226,258 (154,495) (424)Comprehensive income (loss)$102,999 $145,140 $185,825 $(306,440) $127,524 $(1,185) Year ended December 31, 2017 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations GenpactLimitedShareholders RedeemableNon-controllinginterest Net income (loss)$75,657 $263,111 $260,921 $(336,578) $263,111 $(2,270)Other comprehensive income: Currency translation adjustments 74,716 93,871 93,871 (168,587) 93,871 (341)Net income (loss) on cash flow hedging derivatives, net of taxes(Note 7) 9,788 12,611 12,611 (22,399) 12,611 - Retirement benefits, net of taxes 475 (3,787) (3,787) 3,312 (3,787) - Other comprehensive income (loss) 84,979 102,695 102,695 (187,674) 102,695 (341)Comprehensive income (loss)$160,636 $365,806 $363,616 $(524,252) $365,806 $(2,611) Year ended December 31, 2016 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations GenpactLimitedShareholders RedeemableNon-controllinginterest Net income (loss)$133,186 $269,684 $320,490 $(453,676) $269,684 $(2,137)Other comprehensive income: Currency translation adjustments (31,679) (46,340) (46,340) 78,019 (46,340) 104 Net income (loss) on cash flow hedging derivatives, net of taxes(Note 7) 42,016 43,742 43,742 (85,758) 43,742 - Retirement benefits, net of taxes (717) (4,042) (4,042) 4,759 (4,042) - Other comprehensive income (loss) 9,620 (6,640) (6,640) (2,980) (6,640) 104 Comprehensive income (loss)$142,806 $263,044 $313,850 $(456,656) $263,044 $(2,033)F-79GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Cash Flow Year ended December 31, 2018 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations Consolidated Operating activities Net cash (used for)/provided by operating activities $(266,889) $11,905 $25,399 $569,096 $339,511 Investing activities Purchase of property, plant and equipment — — (84,978) — (84,978)Payment for acquired/internally generated intangible assets (including intangibles underdevelopment) — — (75,439) — (75,439)Proceeds from sale of property, plant and equipment — — 668 — 668 Investment in equity affiliates — — - — - Investment in subsidiaries (97,730) — - 97,730 - Dividend received - — - - - Proceeds from redemption of debentures/(payments) for issuance of bonds, intercompany 91,760 (50,393) - (41,368) - Payment for business acquisitions, net of cash acquired — — (111,571) — (111,571)Payment for purchase of redeemable non-controlling interest — — (4,730) — (4,730)Net cash (used for)/provided by investing activities $(5,970) $(50,393) (276,050) $56,362 $(276,050)Financing activities Repayment of capital lease obligations — — (2,395) — (2,395)Payment of debt issuance costs — — (4,293) — (4,293)Proceeds from long-term debt 100,000 — 29,186 — 129,186 Repayment of long-term debt (2,450) — (163,736) — (166,186)Proceeds from short-term borrowings 100,000 — 150,000 — 250,000 Repayment of Short-term borrowings — — (125,000) — (125,000)Proceeds from intercompany loans 172,047 308,500 334,320 (814,867) — Repayment of intercompany loans (81,479) (56,500) (107,792) 245,771 — Proceeds from issuance of common shares under stock-based compensation plans — 14,034 — — 14,034 Proceeds from issuance of common shares — — 113,954 (113,954) — Payment for net settlement of stock-based awards — (15,919) — — (15,919)Payment of earn-out/deferred consideration (1,797) — (1,559) — (3,356)Dividend paid — (57,102) (16,224) 16,224 (57,102)Payment for stock repurchased and retired — (154,058) — — (154,058)Payment for expenses related to stock repurchase — (98) — — (98)Payment for redemption of debentures/(proceeds) from issuance of bonds, intercompany — — (41,366) 41,366 — Net cash (used for)/provided by financing activities $286,321 $38,857 $165,095 $(625,460) $(135,187)Effect of exchange rate changes (5,172) — (59,174) — (64,346)Net increase (decrease) in cash and cash equivalents 13,462 369 (85,557) — (71,726)Cash and cash equivalents at the beginning of the period 4,507 2,136 497,825 — 504,468 Cash and cash equivalents at the end of the period $12,797 $2,505 $353,094 $— $368,396F-80GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Cash Flow Year ended December 31, 2017 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations Consolidated Operating activities Net cash (used for)/provided by operating activities $(315,877) $(8,345) $511,847 $171,453 $359,078 Investing activities Purchase of property, plant and equipment — — (57,231) — (57,231)Payment for acquired/internally generated intangible assets (including intangiblesunder development) — — (16,441) — (16,441)Proceeds from sale of property, plant and equipment — — 1,738 — 1,738 Investment in equity affiliates (523) — 27 — (496)Investment in subsidiaries (3,638) — 51,127 (47,489) — Payment for business acquisitions, net of cash acquired — — (284,822) — (284,822)Proceeds from divestiture of business, net of cash divested — — (4,738) — (4,738)Net cash (used for)/provided by investing activities $(4,161) $— $(310,340) $(47,489) $(361,990)Financing activities Repayment of capital lease obligations — — (2,708) — (2,708)Payment of debt issuance costs (2,630) — — — (2,630)Proceeds from long-term debt 350,000 — — — 350,000 Repayment of long-term debt — — (40,000) — (40,000)Proceeds from short-term borrowings — — 295,000 — 295,000 Repayment of short-term borrowings — — (285,000) — (285,000)Proceeds from intercompany loans — 263,886 — (263,886) — Repayment of intercompany loans (35,000) — (80,328) 115,328 — Proceeds from issuance of common shares under stock-based compensation plans — 15,528 — — 15,528 Payment for net settlement of stock-based awards — (10,296) — — (10,296)Payment of earn-out/deferred consideration — — (6,219) — (6,219)Dividend paid — (46,686) — — (46,686)Payment for stock repurchased and retired — (219,784) — — (219,784)Payment for expenses related to stock repurchase — (16) — — (16)Change in amounts due from/ due to consolidated affiliates — — (24,594) 24,594 — Excess tax benefit on stock-based compensation — — — — — Net cash (used for)/provided by financing activities $312,370 $2,632 $(143,849) $(123,964) $47,189 Effect of exchange rate changes 960 — 36,608 — 37,568 Net increase (decrease) in cash and cash equivalents (7,668) (5,713) 57,658 — 44,277 Cash and cash equivalents at the beginning of the period 11,215 7,849 403,559 — 422,623 Cash and cash equivalents at the end of the period $4,507 $2,136 $497,825 $— $504,468 F-81GENPACT LIMITED AND ITS SUBSIDIARIESNotes to the Consolidated Financial Statements(In thousands, except per share data and share count) Condensed Consolidating Cash Flow Year ended December 31, 2016 Issuer/Subsidiary Parent/Guarantor Non-GuarantorSubsidiaries Eliminations Consolidated Operating activities Net cash (used for)/provided by operating activities $(42,212) $25,592 $(66,519) $428,911 $345,772 Investing activities Purchase of property, plant and equipment (625) — (81,301) — (81,926)Payment for acquired/internally generated intangible assets (including intangiblesunder development) — — (6,846) — (6,846)Proceeds from sale of property, plant and equipment — — 547 — 547 Investment in equity affiliates (5,884) — (3,736) — (9,620)Investment in subsidiaries (53,619) — (8,101) 61,720 — Payment for business acquisitions, net of cash acquired — — (45,162) — (45,162)Proceeds from divestiture of business, net of cash divested — — 17,242 — 17,242 Net cash (used for)/provided by investing activities $(60,128) $— $(127,357) $61,720 $(125,765)Financing activities Repayment of capital lease obligations — — (1,793) — (1,793)Repayment of long-term debt — — (40,000) — (40,000)Proceeds from short-term borrowings — — 200,000 — 200,000 Repayment of short-term borrowings — — (61,500) — (61,500)Proceeds from intercompany loans 73,000 303,000 50,445 (426,445) — Repayment of intercompany loans — — — — — Proceeds from issuance of common shares under stock-based compensation plans — 18,228 — — 18,228 Proceeds from issuance of common shares 40,000 — — (40,000) — Payment for net settlement of stock-based awards — (769) — — (769)Payment of earn-out/deferred consideration — — (1,485) — (1,485)Payment for stock purchased and retired — (345,200) 24,186 (24,186) (345,200)Payment for expenses related to stock purchase — (279) — — (279)Net cash (used for)/provided by financing activities $113,000 $(25,020) $169,853 $(490,631) $(232,798)Effect of exchange rate changes (361) — (15,132) — (15,493)Net increase (decrease) in cash and cash equivalents 10,660 572 (24,023) — (12,791)Cash and cash equivalents at the beginning of the period 916 7,277 442,714 — 450,907 Cash and cash equivalents at the end of the period $11,215 $7,849 $403,559 $— $422,623 F-82 SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized. GENPACT LIMITED By:/s/ N.V. Tyagarajan N.V. Tyagarajan President and Chief Executive Officer Date: March 1, 2019POWER OF ATTORNEYEach person whose signature appears below hereby constitutes and appoints each of Heather D. White and Thomas D. Scholtes, as his orher true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place andstead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto,and other documents in connection therewith, with the Securities and Exchange Commission granting to said attorneys-in-fact and agents, andeach of them, full power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated. Signature Title Date /s/ N.V. Tyagarajan President, Chief Executive Officer and Director(Principal Executive Officer) March 1, 2019N.V. Tyagarajan /s/ Edward J. Fitzpatrick Chief Financial Officer (Principal Financial andAccounting Officer) March 1, 2019Edward J. Fitzpatrick /s/ Robert G. Scott Director March 1, 2019Robert G. Scott /s/ Ajay Agrawal Director March 1, 2019Ajay Agrawal /s/ Amit Chandra Director March 1, 2019Amit Chandra /s/ Laura Conigliaro Director March 1, 2019Laura Conigliaro /s/ David Humphrey Director March 1, 2019David Humphrey /s/ Carol Lindstrom Director March 1, 2019Carol Lindstrom /s/ James C. Madden Director March 1, 2019James C. Madden /s/ Alex Mandl Director March 1, 2019Alex Mandl /s/ CeCelia Morken Director March 1, 2019CeCelia Morken /s/ Mark Nunnelly Director March 1, 2019Mark Nunnelly /s/ Mark Verdi Director March 1, 2019Mark Verdi 78 Exhibit 10.5 GENPACT LIMITED2007 OMNIBUS INCENTIVE COMPENSATION PLANSHARE OPTION AGREEMENTTHIS SHARE OPTION AGREEMENT (the “Agreement”), dated as of _________________ (the “Date ofGrant”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the“Company”), and ____________________ (“Participant”).R E C I T A L S:WHEREAS, the Company has adopted the Genpact Limited 2007 Omnibus Incentive Compensation Plan, asamended (the “Plan”), pursuant to which options may be granted to purchase the common shares of the Company (the “Shares”); andWHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders togrant to Participant an option to purchase that number of Shares provided for herein.NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in thisAgreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, forthemselves, their successors and assigns, hereby agree as follows:1.Grant of Option. Subject to the terms and conditions of the Plan and the additional termsand conditions set forth in this Agreement, the Company hereby grants on the Date of Grant to Participant an option (the “Option”) topurchase _____ ___ Shares (such shares, the “Option Shares”). To the extent the Option is granted to a United States taxpayer, theOption shall be treated as a Nonqualified Share Option.2.Option Subject to Plan; Requirement to Enter into Other Agreements.(a)By entering into this Agreement, Participant agrees and acknowledgesthat Participant has received and read a copy of the Plan and agrees to be bound by all the terms and provisions of the Plan and thisAgreement. (b)The Plan, as it may be amended from time to time, is herebyincorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance withthe provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in thePlan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and alldeterminations under them, and its decision shall be binding and conclusive upon Participant and his legal representative in respect ofany questions arising under the Plan or this Agreement. In the event of a conflict between any term or provision contained herein and  any terms or provisions of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.3.Terms and Conditions.(a)Option Price. The price at which Participant shall be entitled topurchase the Option Shares upon the exercise of all or any portion of the Option shall be U.S. ___________ per Option Share.(b)Expiration Date. Subject to Section 3(d) hereof, the Option shallexpire at the end of the period commencing on the Date of Grant and ending at 11:59 p.m. Eastern Standard Time on the daypreceding the tenth anniversary of the Date of Grant (the “Option Period”).(c)Exercisability of the Option.(i)Vesting. Subject to Participant’s continuedemployment or service with the Company or an Affiliate and except as may otherwise be provided herein, the Option shall becomevested and exercisable as to fifty percent (50%) of the Option Shares on __________________, and with respect to the remaining fiftypercent (50%) of the Option Shares on __________________.(ii)Methods of Exercise. The Option, to the extent thatit is vested, may be exercised only in accordance with such procedures as the Company may establish for notifying the Company,either directly or through an on-line internet transaction with a brokerage firm authorized by the Company to effect such optionexercises, of the exercise of this Option for one or more Option Shares and accompanied by payment therefor in accordance withSection 3(c)(iii) hereof. (iii)Payment of Purchase Price. The purchase price ofthe Option Shares and any Applicable Taxes shall be paid by Participant in full, (A) in cash (by check, wire transfer or other manneragreed by the Company), (B) by exchanging Shares owned by Participant (which are not the subject of any pledge or other securityinterest) (including by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such shares to theCompany); provided, that, such Shares have been held by Participant for at least six (6) months prior to exercise or (C) subject to suchrules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwisedeliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to such aggregate Exercise Priceand an amount equal to any Applicable Taxes, or by a combination of the foregoing; provided that the combined value of all cash andcash equivalents and the Fair Market Value of any such Shares so withheld or tendered to the Company as of the date of suchwithholding or tender is at least equal to such aggregate Exercise Price and an amount equal to any such ApplicableTaxes. Notwithstanding the foregoing, in no event shall Participant be permitted to exercise an Option in the manner described inclauses (B) or (C) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate anyapplicable law or the applicable rules and regulations of any securities  exchange or inter dealer quotation system on which the securities of the Company or any Affiliates are listed or traded.(d)Effect of Termination of Employment on the Option.(i)Death/Disability. If Participant’s employment orservices with the Company and its Affiliates terminates on account of Participant’s death or by the Company or any Affiliate due toDisability, the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remainexercisable by Participant through the earlier of (A) the expiration of the Option Period or (B) six months following the date oftermination on account of death or Disability. (ii)Termination Other than due to Death/Disability orfor Cause. If Participant’s employment or services with the Company and its Affiliates is terminated for any reason other than onaccount of Participant’s death or by the Company or any Affiliate due to Disability or for Cause, the unvested portion of the Optionshall expire on the date of termination and the vested portion of the Option shall remain exercisable by Participant through the earlier of(A) the expiration of the Option Period or (B) ninety (90) days following such termination.(iii)Termination for Cause. If Participant’semployment or services with the Company and its Affiliates is terminated by the Company or any Affiliate for “Cause” (as definedbelow), both the unvested and the vested portions of the Option shall terminate on the date of such termination. For purposes of thisAgreement, “Cause” shall mean “Cause” as defined in any employment or consulting agreement between Participant and theCompany or an Affiliate in effect at the time of such termination or, in the absence of such an employment or consulting agreement:(A) any conviction by a court of, or entry of a pleading of guilty or nolo contendere by Participant with respect to, a felony or anylesser crime involving moral turpitude or a material element of which is fraud or dishonesty; (B) Participant’s willful dishonesty of asubstantial nature towards the Company and any of its Affiliates; (C) Participant’s use of alcohol or drugs which materially interferes with the performance of his duties to the Company and/or itsAffiliates or which materially compromises the integrity and reputation of Participant or the Company and/or its Affiliates; or (E)Participant’s material, knowing and intentional failure to comply with material applicable laws with respect to the execution of theCompany’s and its Affiliates’ business operations.(iv)Determination of Termination of Employment. Forpurposes of this Agreement, Participant’s date of termination of employment shall mean the date on which Participant ceases activeemployment, and shall not be extended by any notice period, whether mandated or implied under local law. The Company shall havethe sole discretion to determine when Participant is no longer actively employed for purposes of this Agreement without reference toany other agreement, written or oral, including Participant’s contract of employment.(e)Compliance with Legal Requirements. The granting and exercising ofthe Option, and any other obligations of the Company under this Agreement shall be subject to all applicable laws, rules andregulations and to such approvals by any regulatory or  governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of OptionShares as the Committee may consider appropriate and may require Participant to make such representations and furnish suchinformation as it may consider appropriate in connection with the issuance or delivery of Option Shares in order to be in compliancewith applicable laws, rules and regulations.(f)Transferability. The Option shall not be transferable by Participantother than by will or the laws of descent and distribution.(g)Rights as Shareholder. Participant shall not be deemed for anypurpose to be the owner of any Shares subject to the Option unless, until and to the extent that (i) the Option shall have been exercisedpursuant to its terms, (ii) the Company shall have issued and delivered to Participant the Option Shares and (iii) Participant’s name shallhave been entered as a shareholder with respect to such Option Shares on the books of the Company. (h)Required Withholding. Without limiting Section 3(c)(iii), uponexercise of the Option, Participant must pay to the Company any such additional amount as the Company determines that it is requiredto withhold, collect or account for under applicable laws in respect of the exercise of Option Shares by Participant in accordance withSection 9(d) of the Plan; provided that the Committee may, in its sole discretion, allow such withholding obligation to be satisfied byany other method described in Section 9(d) of the Plan.(i)Consents. Participant’s rights in respect of the Options are conditionedon the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary oradvisable (including, without limitation, Participant’s consenting to the Company’s supplying to any third-party recordkeeper of thePlan such personal information as the Committee deems advisable to administer the Plan).(j)Legends. The Company may affix to certificates for Shares issuedpursuant to this Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictionsto which Participant may be subject under any applicable securities laws). The Company may advise the transfer agent to place a stoporder against any legended Shares.4.Miscellaneous.(a)Notices. All notices, demands and other communications provided foror permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested,telecopier, courier service or personal delivery:  if to the Company:Genpact LimitedCanon’s Court22 Victoria StreetHamilton HM EXBermudaAttn: Secretarywith a copy to:Genpact LLC1155 Avenue of the AmericasFourth FloorNew York, NY 10036Attn: Legal Department if to Participant, at Participant’s last known address on file with the Company;All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personallydelivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in themail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.(b)Severability. The invalidity or unenforceability of any provision ofthis Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of thisAgreement shall be severable and enforceable to the extent permitted by law.(c)No Rights to Employment. Nothing contained in this Agreement shallbe construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or itsAffiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates or Participant, which are herebyexpressly reserved by each, to terminate Participant’s employment or service at any time for any reason whatsoever, subject tocompliance with applicable law and the terms of any employment agreement.(d)Beneficiary. Participant may file with the Committee a writtendesignation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke suchdesignation. If no designated beneficiary survives Participant, the executor or administrator of Participant’s estate shall be deemed tobe Participant’s beneficiary.(e)Successors. The terms of this Agreement shall be binding upon andinure to the benefit of the Company and its successors and assigns, and of Participant and the beneficiaries, executors, administrators,heirs and successors of Participant.  (f)Entire Agreement. This Agreement and the Plan contain the entireagreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all priorcommunications, representations and negotiations in respect thereto.(g)Modifications.(i)Subject to clause (ii) below, no change, modificationor waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.(ii)If any payments of money, delivery of Shares, othersecurities or benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A ofthe Code, such payments, delivery of Shares, other securities or benefits shall be deferred if deferral will make such payment, deliveryof shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of Shares, other securities orbenefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to Participant,that does not cause such an accelerated or additional tax.(h)Governing Law. This Agreement shall be construed and interpretedin accordance with the laws of the State of New York without regard to principles of conflicts of law thereof, or principals of conflictsof laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of NewYork. Each of Participant and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of themmay have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement orthe Plan.(i)Headings. The headings of the Sections hereof are provided forconvenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.(j)Electronic Delivery. The Company may deliver any documentsrelated to the Option, the Plan or future options that may be granted under the Plan by electronic means. Such means of electronicdelivery include, but do not necessarily include, the delivery of a link to a Company intranet or the internet site of a third party involvedin administering the Plan, the delivery of the documents via e-mail or such other means of electronic delivery specified by theCompany. Participant hereby acknowledges that Participant has read this provision and consents to the electronic delivery of thedocuments. Participant acknowledges that Participant may receive from the Company a paper copy of any documents deliveredelectronically at no cost to Participant by contacting the Company in writing or by telephone. Participant further acknowledges thatParticipant will be provided with a paper copy of any documents if the attempted electronic delivery of such documentsfails. Similarly, Participant understands that Participant must provide the Company with a paper copy of any documents if theattempted electronic delivery of such documents fails.  (k)Additional Terms for Non-U.S. Participants. Notwithstandinganything to the contrary herein, Participants residing and/or working outside the United States shall be subject to the Additional Termsand Conditions for Non-U.S. Participants attached hereto as Addendum A and to any Country-Specific Terms and Conditions attachedhereto as Addendum B. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other thanthe one in which Participant is currently residing or working or if Participant relocates to one of the countries included in the Country-Specific Terms and Conditions after the grant of the Option, the special terms and conditions for such country will apply to Participantto the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to complywith local law or facilitate the administration of the Plan. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms and Conditions constitute part of this Agreement and are incorporated herein by reference.(l)Imposition of Other Requirements. The Company reserves the right toimpose other requirements on Participant's participation in the Plan, on the Option and on any Shares acquired under the Plan, to theextent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign anyadditional agreements or undertakings that may be necessary to accomplish the foregoing.(m)Further Assurances. Each of the Company and Participant shallexecute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions,authorizations or other actions by, or giving any notices to, or making any filings with, any governmental entity of any nation, state,city, locality or other political subdivision thereof, or any court or arbitrator (whether or not related to any governmental entity), or anyentity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government) as may bereasonably required or desirable to carry out or to perform the provisions of this Agreement.(n)Signature in Counterparts. This Agreement may be signed incounterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the sameinstrument.  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above. GENPACT LIMITEDSignature: Title: PARTICIPANTSignature:  ADDENDUM A TO THE SHARE OPTION AGREEMENTTERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTSThis Addendum includes additional terms and conditions that govern the Share Option granted to Participant if Participant works orresides outside the United States.Capitalized terms used but not defined herein are defined in the Plan or the Agreement and have the meanings set forth therein.1.No Acquired Right. Participant acknowledges and agrees that:(a)The Plan is established voluntarily by the Company, the grant of options under the Planis made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at anytime. All decisions with respect to future option grants, if any, will be at the sole discretion of the Committee.(b)This Option (and any similar awards the Company may in the future grant to Participant,even if such awards are made repeatedly or regularly, and regardless of their amount), and Shares acquired under the Plan (A) arewholly discretionary and occasional, are not a term or condition of employment and do not form part of a contract of employment, orany other working arrangement, between Participant and the Company or any Affiliate, (B) do not create any contractual entitlement toreceive future awards or benefits in lieu thereof and are not intended to replace any pension rights or compensation; (C) do not formpart of normal or expected salary or remuneration for purposes of determining pension payments or any other purposes, includingwithout limitation termination indemnities, severance, resignation, payment in lieu of notice, redundancy, end of service payments,bonuses, long-term service awards, pension or retirement benefits, welfare benefits or similar payments, except as otherwise requiredby the applicable law of any governmental entity to whose jurisdiction the award is subject; and (D) are not intended to replace anypension rights or compensation.(c)This Option and the Shares acquired under the Plan are not intended to replace anypension rights or compensation.(d)Participant is voluntarily participating in the Plan.(e)In the event that Participant’s employer is not the Company, the grant of this Option andany similar awards the Company may grant in the future to Participant will not be interpreted to form an employment contract orrelationship with the Company and, furthermore, the grant of this Option and any similar awards the Company may grant in the futureto Participant will not be interpreted to form an employment contract with Participant’s employer or any Affiliate.(f)The future value of the underlying Shares is unknown and cannot be predicted withcertainty. If the Option Shares do not increase in value, the Option will have no value. If Participant exercises this Option andacquires Shares, the value of the acquired Shares may increase or decrease, including below the purchase price of the Shares. TheCompany andA-1  its Affiliate are not responsible for any foreign exchange fluctuations between the United States Dollar and Participant’s local currencythat may affect the value of this Option or the Shares.(g)Participant shall have no rights, claim or entitlement to compensation or damages as aresult of Participant’s cessation of employment for any reason whatsoever, whether or not later found to be invalid or in breach ofcontract or local labor law, insofar as these rights, claim or entitlement arise or may arise from Participant’s ceasing to have rights underor be entitled to exercise this Option as a result of such cessation or loss or diminution in value of the Option or any of the Sharespurchased through exercise of the option as a result of such cessation, and Participant irrevocably releases his or her employer, theCompany and its Affiliates, as applicable, from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing,any such right or claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Participant shallbe deemed to have irrevocably waived his or her entitlement to pursue such rights or claim.2.Data Protection. (a)In order to facilitate Participant’s participation in the Plan and the administration of the Option,it will be necessary for the Company (or its Affiliates or payroll administrators) to collect, hold and process certain personalinformation about Participant (including, without limitation, Participant’s name, home address, telephone number, date ofbirth, nationality, social insurance or other identification number and job title and details of the Option and other optionsawarded, cancelled, exercised, vested, unvested or outstanding and Shares held by Participant). Participant consentsexplicitly and unambiguously to the Company (or its Affiliates or payroll administrators) collecting, holding and processingParticipant’s personal data and transferring this data (in electronic or other form) by and among, as applicable, Participant’semployer, the Company and its Affiliates and other third parties (collectively, the “Data Recipients”) insofar as is reasonablynecessary to implement, administer and manage the Plan and the Option. Participant authorizes the Data Recipients toreceive, possess, use, retain and transfer the data for the purposes of implementing, administering and managing the Plan andthe Option. Participant understands that the data will be transferred to E*TRADE, or such other broker or third party asmay be selected by the Company in the future which is assisting the Company with the implementation, administration andmanagement of the Plan. Participant understands that the Data Recipients may be located in the United States or elsewhere,and that the recipient’s country may have different data privacy laws and protections than Participant’s country.(b)The Data Recipients will treat Participant’s personal data as private and confidential and willnot disclose such data for purposes other than the management and administration of the Plan and the Option and will takereasonable measures to keep Participant’s personal data private, confidential, accurate and current. Participant understandsthat the data will be held only as long as is necessary to implement, administer and manage his or her participation in thePlan.(c)Participant understands that Participant may, at any time, view his or her personal data, requireany necessary corrections to it or withdraw the consents hereinA-2 in writing by contacting the Company but acknowledges that without the use of such data it may not be practicable for theCompany to administer Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental toParticipant and may result in the possible exclusion of Participant from continued participation with respect to this Option orany future awards under the Plan.B-1  ADDENDUM B TO THE SHARE OPTION AGREEMENTCOUNTRY-SPECIFIC TERMS AND CONDITIONSThese Country-Specific Terms and Conditions include additional terms and conditions that govern the Share Option granted toParticipant under the Plan if Participant resides or works in one of the countries listed below. Capitalized terms used but not defined inthese Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein.AUSTRALIAOffer Document. The Option is granted pursuant to the Offer Document attached hereto.BRAZILCompliance with Law. By accepting the Option, Participant acknowledges and agrees to comply with applicable Brazilian laws andto pay any and all Applicable Taxes associated with the exercise of the Option, and the sale of the Shares acquired under the Plan.Labor Law Acknowledgment. By accepting the Option, Participant agrees that (i) Participant is making an investment decision, (ii)Participant may exercise the Option only if the vesting conditions are met and (iii) the value of the underlying Shares is not fixed andmay increase or decrease in value without compensation to Participant.CANADAAdditional Provisions Applicable to Participants Resident in Quebec.Data Protection: The following provision supplements the Data Protection section of Addendum A: Participant herebyauthorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel,professional or not, involved in the administration and operation of the Plan. Participant further authorizes the Company and the Boardor Committee, to disclose and discuss the Plan with their advisors. Participant further authorizes the Company to record suchinformation and to keep such information in Participant’s employee file.Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents,notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up inEnglish.Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avisdonnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.CHINACashless Exercise. Notwithstanding anything to the contrary in the Agreement or the Plan, in accordance with the requirements of theState Administration of Foreign Exchange ("SAFE"), theB-2  Option may only be exercised through a same-day sale of all the Shares through the broker-assisted cashless exercise method inSection 3(c)(iii)(C). The net proceeds realized upon the sale of the Shares will be repatriated to China and such net proceeds (less anyApplicable Taxes required to have been withheld in connection with the exercise of the Option) shall be paid to Participant in localcurrency. Participant shall have no access to the sales proceeds until such distribution. The remittance, conversion and payment of thenet proceeds shall be made in accordance with the procedures adopted by the Company in order to comply with SAFE regulations andaccordingly, are subject to change from time to time.FRANCELanguage Waiver. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices andlegal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés etprocédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.HONG KONGSecurities Law Notification. Participant acknowledges and understands that the offer of the Option and any Shares to be issuedunder the Plan are not a public offering of securities under Hong Kong law and are available only to employees of the Company andits Affiliates.Furthermore, Participant acknowledges that the contents of the Agreement, the Plan, and other related and incidental communicationmaterials (the “Documents”) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a publicoffering of securities under the applicable securities legislation in Hong Kong, and the Documents have not been reviewed by anyregulatory authority in Hong Kong. Participant understands that the Documents are intended only for the personal use of eachparticipant and may not be distributed to any other person. Furthermore, Participant acknowledges that Participant is advised toexercise caution in relation to his or her participation in the Plan. If Participant is in any doubt as to the contents of the Prospectus, theAgreement or the Plan, Participant shall obtain independent professional advice.MEXICOLabor Law Policy and Acknowledgment for Employees of EDM S de RL de CV. In accepting the grant of the Option,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is EDM S de RL de CV, located at Ave. Hermanos Escobar#7651, Colonia Partido Escobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Based on the foregoing, Participantexpressly recognizes that the Plan and the benefits that Participant may derive from participating in the Plan do not establish anyobligations by Participant’s employer, EDM S de RLB-3  de CV towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de EDM S de RL de CV Al aceptar elotorgamiento de la opción para la adquisición de acciones, expresamente reconozco que Genpact Limited, con oficinas ubicadas enCanon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que miparticipación en el Plan y la adquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vezque mi participación en el Plan es meramente comercial y mi único Patrón lo es EDM S de RL de CV, ubicado en Ave. HermanosEscobar #7651, Colonia Partido Escobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Derivado de lo anterior,expresamente reconozco que el Plan y los beneficios que pudieran derivar de mi participación en el Plan no generan obligación algunade mi Patrón EDM S de RL de CV hacia el suscrito, no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por miPatrón y cualquier modificación del Plan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones de mirelación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact Services LLC. In accepting the grant of the Option,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis andB-4  Participant’s sole employer is Genpact Services LLC, located at Ave. Lerdo NTE #251, Colonia Centro, zip code 32000, CiudadJuarez, Chihuahua, Mexico. Based on the foregoing, Participant expressly recognizes that the Plan and the benefits that Participantmay derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact Services LLC towardsParticipant, do not form part of the employment conditions and/or benefits provided by the employer, and any modification of the Planor their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact Services LLC Al aceptar elotorgamiento de la opción para la adquisición de acciones, expresamente reconozco que Genpact Limited, con oficinas ubicadas enCanon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que miparticipación en el Plan y la adquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vezque mi participación en el Plan es meramente comercial y mi único Patrón lo es Genpact Services LLC, ubicado en Ave. Lerdo NTE#251, Colonia Centro, zip code 32000, Ciudad Juarez, Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que elPlan y los beneficios que pudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact ServicesLLC hacia el suscrito, no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificacióndel Plan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) I LLC. In accepting the grant of the Option,Participant expressly recognizes that Genpact Limited, withB-5  registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda, is solely responsible for the administration of thePlan and that Participant’s participation in the Plan and acquisition of Shares do not constitute an employment relationship betweenGenpact Limited and Participant since Participant is participating in the Plan on a wholly commercial basis and Participant’s soleemployer is Genpact (Mexico) I LLC, located at 1155 Avenue of the Americas, 4th Floor, New York, NY 10036. Based on theforegoing, Participant expressly recognizes that the Plan and the benefits that Participant may derive from participating in the Plan donot establish any obligations by Participant’s employer, Genpact (Mexico) I LLC towards Participant, do not form part of theemployment conditions and/or benefits provided by the employer, and any modification of the Plan or their termination shall have noeffect on, nor constitute a change or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) I LLC Al aceptar elotorgamiento de la opción para la adquisición de acciones, expresamente reconozco que Genpact Limited, con oficinas ubicadas enCanon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que miparticipación en el Plan y la adquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vezque mi participación en el Plan es meramente comercial y mi único Patrón lo es Genpact (Mexico) I LLC, ubicado en 1155 Avenue ofthe Americas, 4th Floor, New York, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios quepudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) I LLC hacia el suscrito,no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o suterminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited,B-6  sus afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación acualquier demanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) II LLC. In accepting the grant of the Option,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) II LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact (Mexico)II LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) II LLC Al aceptar elotorgamiento de la opción para la adquisición de acciones, expresamente reconozco que Genpact Limited, con oficinas ubicadas enCanon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que miparticipación en el Plan y la adquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vezque mi participación en el Plan es meramente comercial y mi único Patrón lo es Genpact (Mexico) II LLC, ubicado en 1155 Avenue ofthe Americas, 4th Floor, New York, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios quepudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) II LLC hacia el suscrito,no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o suterminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.B-7  Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.SINGAPORESecurities Law Notice. The Option is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of theSingapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectuswith the Monetary Authority of Singapore. Participant should note that such grant is subject to section 257 of the SFA and Participantwill not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares unless such sale or offerin Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.Chief Executive Officer, Director Notification Requirement. If Participant is the Chief Executive Officer, a director, associatedirector or shadow director of a Singapore Affiliate of the Company, Participant is subject to certain notification requirements under theSingapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate of the Company in writingwhen Participant receives an interest (e.g., the Option or Shares) in the Company or any Affiliate. In addition, Participant must notifythe Singaporean Affiliate when Participant sells Shares or shares of any other Affiliate of the Company (including when Participantsells Shares acquired under the Option). These notifications must be made within two (2) days of acquiring or disposing of an interestin the Company or any Affiliate. In addition, within two (2) days of becoming the Chief Executive Officer, a director, associatedirector or shadow director, Participant must notify the Singaporean Affiliate of any interest Participant may have in the Company orany Affiliate. Participant is advised to seek appropriate professional advice as to Participant’s reporting obligations under theSingapore Companies Act.SPAINNature of Grant. This provision supplements Section 1 of Addendum A to the Agreement titled “No Acquired Rightsˮ:In accepting the Option, Participant consents to participate in the Plan and acknowledges that Participant has received a copy of thePlan.Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant share options under the Planto individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limited decision that isentered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or anAffiliate. Consequently, Participant understands that the Option is granted on the assumption and condition that the Option and anyShares issued are not part of any employment contract (either with the Company or any Affiliate) and shall not be considered amandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. B-8  Further, Participant understands that Participant will not be entitled to continue vesting in the Option after termination of Participant’sservice. In addition, Participant understands that the Option would not be granted to Participant but for the assumptions and conditionsreferred to herein; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or shouldany of the conditions not be met for any reason, then the grant of the Option and any right to the Option shall be null and void.Further, the vesting of the Option is expressly conditioned on Participant’s continued service, such that upon termination ofParticipant’s service for any reason whatsoever, the Option may cease vesting immediately, in whole or in part, effective on the date oftermination of Participant’s service (as determined by the Agreement). This will be the case, for example, even if (1) Participant isdismissed for disciplinary or objective reasons; or (2) Participant’s termination of service is due to a unilateral breach of contract by theCompany or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participantmay automatically lose any rights to the Option to the extent not vested on the date of Participant’s termination of service, as describedin the Plan and the Agreement.SWITZERLANDSecurities Law Notice. The grant of this Option under the Plan is considered a private offering in Switzerland and is, therefore, notsubject to registration in Switzerland.UNITED ARAB EMIRATESSecurities Law Notice. The Option is granted under the Plan only to certain employees who meet the eligibility requirements of thePlan and is in the nature of providing employee equity incentives in the United Arab Emirates. The Plan and this Agreement areintended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospectivepurchasers of the securities offered should conduct their own due diligence on the securities. If Participant does not understand thecontents of the Plan and the Agreement, Participant should consult an authorized financial adviser. The Emirates Securities andCommodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither theMinistry of Economy nor the Dubai Department of Economic Development has approved the Plan or the Agreement nor taken steps toverify the information set out herein, and has no responsibility for such documents.UNITED KINGDOMTaxes. Any reference to the withholding of Applicable Taxes, including any obligation to withhold, shall be treated as including areference to any amount of Applicable Taxes in respect of which the Company (or an Affiliate) is required to account to any taxauthority.Termination of Service. Participant has no right to compensation or damages on account of any loss in respect of an Option underthe Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of Participant’s office or employment; or(b) notice to terminate Participant’s office or employment. This exclusion of liability shall apply however termination of office oremployment, or the giving of notice, is caused, and however compensation or damagesB-9  are claimed. For the purpose of the Plan, the implied duty of trust and confidence is expressly excluded.Employer NIC. As a condition to participation in the Plan and the exercise of the Option, Participant hereby agrees to accept allliability for and pay all secondary Class 1 National Insurance Contributions which would otherwise be payable by the Company (orany successor or any Affiliate employing or previously employing Participant) with respect to the exercise of the Option or any otherevent giving rise to taxation under this Option (the “Employer NIC”). Participant agrees that Participant will execute, within the timeperiod specified by the Company, a joint election (the “Joint Electionˮ) provided by the Company and any other consent or electionsrequired to effect the transfer of the Employer NIC. Participant further agrees to execute such other joint elections as may be requiredbetween Participant and any successor to the Company and/or Participant's employer. Participant further agrees that the Companyand/or Participant's employer may collect the Employer NIC by any of the means set forth in the Joint Election. B-10  OFFER TO AUSTRALIAN RESIDENT EMPLOYEESThis Offer Document sets out information regarding the participation of Australian resident employees of Genpact Limited (Genpactor the Company) and its Australian subsidiaries in grants of options made under the Genpact Limited 2007 Omnibus Incentive Plan(Plan).Investment in securities involves a degree of risk and there is no guarantee of the future value of, or returns from,securities you may acquire under the Plan. Employees who elect to participate in the Plan should consider all riskfactors relevant to the acquisition of securities under the Plan as set out in this document and any associateddocuments. The information contained in this document and any associated documents is general information only. It is not adviceor information specific to your objectives, financial situation or needs. Australian employees should consider obtainingtheir own financial product advice from an independent person who is licensed by the Australian Securities andInvestments Commission to give advice about participation in the Plan. 1.OFFER AND TERMS OF PARTICIPATIONThis Offer Document relates to an invitation by the Company to eligible employees in Australia to accept grants of share options madeunder the Plan. No acquisition price is payable by you for the Company to grant you the option.The terms of your participation are set out in the Plan, the Prospectus (as supplemented by the Australian Addendum), the ShareOption Agreement and this Offer Document.By accepting a grant of a share option, you will be bound by terms set out in the Plan, the Prospectus (as supplemented by theAustralian Addendum), the Share Option Agreement and this Offer Document.2.HOW CAN I ASCERTAIN THE CURRENT MARKET PRICE OF SHARES UNDERLYING THE SHARE OPTIONAUSTRALIAN DOLLARS?You could, from time to time, ascertain the market price of a common share of the Company ("Share") by obtaining that price fromthe New York Stock Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a publishedexchange rate to convert U.S. Dollars into Australian Dollars, to determine the Australian dollar equivalent of that current market price.B-11  3.RISKS OF ACQUIRING AND HOLDING SHARESAcquiring and holding share options and Shares involves risk. These risks include that:(a)There is no guarantee that Shares will grow in value - they may decline in value. Stock markets are subject tofluctuations and the price of Shares can rise and fall, depending upon the Company's performance and other internal and externalfactors.(b)There is no assurance that the Company will pay dividends even if its earnings increase.(c)There are tax implications involved in acquiring and holding share options and Shares and the tax regime applyingto you may change.B-12 Exhibit 10.6GENPACT LIMITED2007 OMNIBUS INCENTIVE COMPENSATION PLANRESTRICTED SHARE UNIT ISSUANCE AGREEMENTTHIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of________________ (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized underthe laws of Bermuda (the “Company”) and ____________________ (“Participant”). To the extent not defined herein, all capitalizedterms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan(the “Plan”).RECITALS:WHEREAS, the Company has adopted the Plan for the purpose of promoting the interests of the Company and itsshareholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals toparticipate in the long-term growth and financial success of the Company.WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders togrant to Participant restricted share units under the Plan as provided for herein.NOW, THEREFORE, for and in consideration of the premises and covenants of the parties contained in thisAgreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, forthemselves, their successors and assigns, hereby agree as follows:1.Grant of Restricted Share Units. The Company hereby awards to Participant, as of the Award Date, anaward (the “Award”) of restricted share units under the Plan. Each restricted share unit represents the right to receive one CommonShare on the vesting date of that unit. The number of Common Shares subject to the awarded restricted share units, the applicablevesting schedule for the restricted share units and the underlying shares, the dates on which those vested shares shall be issued toParticipant and the remaining terms and conditions governing the Award shall be as set forth in this Agreement.Number of SharesSubject to Award:____________ Common Shares (the “Shares”)Vesting Schedule:Participant shall vest with respect to ______ (___%) of the Shares on each of the first ____anniversaries of the Award Date, provided that Participant remains in employment or service with theCompany (or an Affiliate) on each such vesting date.Issuance Dates:Each Share in which Participant vests in accordance with the foregoing Vesting Schedule shall beissued on the date (the “Issuance Date”) on which that Share so vests or as soon thereafter asadministratively practicable, but in no event later than the close of the calendar year in which such Issuance Date occurs or (if later) thefifteenth (15th) day of the third calendar month following such Issuance Date. The issuance of theShares shall be subject to the Company’s collection of any Applicable Taxes in accordance with theprocedures set forth in Paragraph 5 of this Agreement.2.Limited Transferability. Prior to actual receipt of the Shares which vest and become issuable hereunder,Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but whichotherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or thelaws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may make such a beneficiarydesignation at any time by filing the appropriate form with the Compensation Committee or its designee.3.Cessation of Employment.(a)Except as otherwise provided in this Paragraph 3 or in Participant’s employmentagreement, should Participant cease employment or service for any reason prior to vesting in one or more Shares subject to this Award,then the Award shall be immediately canceled with respect to those unvested Shares, and the number of restricted share units will bereduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those canceledunits. For purposes of this Agreement, Participant’s date of termination of employment shall mean the date on which Participant ceasesactive employment, and shall not be extended by any notice period, whether mandated or implied under local law. The Company shallhave the sole discretion to determine when Participant is no longer actively employed for purposes of this Agreement without referenceto any other agreement, written or oral, including Participant’s contract of employment.4.Change of Control. Should a Change of Control be effected at a time when this Award is outstanding withrespect to the Shares, then all the Shares subject to this Award shall be converted into the right to receive for each such Share the sameconsideration per Common Share payable to the other holders of such Common Shares in consummation of the Change of Control,and such consideration, to the extent vested at the time of the Change of Control in accordance with the Vesting Schedule of thisAgreement and the Plan, shall be subsequently distributed on the Issuance Date or (if applicable) pursuant to the issuance provisions ofParagraph 2 above. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwisechange its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business orassets.5.Issuance of Common Shares.(a)On the Issuance Date or as soon thereafter as practicable, the Company shall issue to oron behalf of Participant a certificate (which may be in electronic form) for the number of Common Shares underlying the restrictedshare units which vest under the Award on such date, subject, however, to the Company’s collection of any Applicable Taxes.2 (b)Any Applicable Taxes required to be withheld with respect to the issuance of the vestedShares shall be paid through an automatic Share withholding procedure pursuant to which the Company will withhold, at the time ofsuch issuance, a portion of the Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of those taxes;provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Company’srequired withholding obligations using the minimum statutory withholding rates. Notwithstanding the foregoing, the Company may, inits sole discretion, require that such Applicable Taxes be paid through Participant’s delivery of his or her separate check payable to theCompany in the amount of such taxes.(c)In no event will any fractional shares be issued.(d)The holder of this Award shall not have any shareholder rights, including voting ordividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares followingtheir actual issuance after the satisfaction of the Applicable Taxes.6.Sections 409A and 457A.(a)It is the intention of the parties that the provisions of this Agreement shall, to themaximum extent permissible, comply with the requirements of the short-term deferral exceptions of Section 409A of the Code and theTreasury Regulations issued thereunder and Section 457A of the Code and any guidance with respect to Code Section 457A,including but not limited to Notice 2009-8. Accordingly, to the extent there is any ambiguity as to whether one or more provisions ofthis Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A applicableto such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner that does not result in aviolation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457Aand any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions.(b)Notwithstanding any provision to the contrary in this Agreement, to the extent thisAward may be deemed to create a deferred compensation arrangement under Code Section 409A, then Shares or other amounts whichbecome issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shallactually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date ofParticipant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date ofParticipant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee underSection 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordancewith consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayedcommencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Sharesor other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the dateof Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receivesproof of Participant’s death.3 7.Compliance with Laws and Regulations. The issuance of Shares pursuant to the Award shall be subject tocompliance by the Company and Participant with all applicable laws, rules and regulations and to such approvals by any regulatory orgovernmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares asthe Committee may consider appropriate and may require Participant to make such representations and furnish such information as itmay consider appropriate in connection with the issuance or delivery of Shares in order to be in compliance with applicable laws, rulesand regulations.8.Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of thisAgreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant andParticipant’s assigns, beneficiaries, executors, administrators, heirs and successors.9.Notices. All notices, demands and other communications provided for or permitted hereunder shall bemade in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personaldelivery:if to the Company:Genpact LimitedCanon’s Court22 Victoria StreetHamilton HM EXBermudaAttn: Secretary with a copy to:Genpact LLC1155 Avenue of the AmericasFourth FloorNew York, NY 10036Attn: Legal Departmentif to Participant, at Participant’s last known address on file with the Company;All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personallydelivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in themail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.10.Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to thePlan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Committee with respect to any questionor issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.4 11.Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of theState of New York without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdictionwhich could cause the application of the laws of any jurisdiction other than the State of New York. Each Participant and the Companyhereby waive, to the fullest extent permitted by applicable law, any right either of them may have to a trial by jury in respect to anylitigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.12.Employment at Will. Nothing in this Agreement or in the Plan shall confer upon Participant any right toremain in employment or service for any period of specific duration or interfere with or otherwise restrict in any way the rights of theCompany (or any Affiliate employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, toterminate Participant’s employment or service at any time for any reason, with or without cause, subject to compliance with applicablelaw and the terms of any employment agreement between Participant and the Company (or any Affiliate employing or retainingParticipant).13.Electronic Delivery. The Company may deliver any documents related to the Award, the Plan or futureawards that may be granted under the Plan by electronic means. Such means of electronic delivery include, but do not necessarilyinclude, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the deliveryof the documents via e-mail or such other means of electronic delivery specified by the Company. Participant hereby acknowledgesthat Participant has read this provision and consents to the electronic delivery of the documents. Participant acknowledges thatParticipant may receive from the Company a paper copy of any documents delivered electronically at no cost to Participant bycontacting the Company in writing or by telephone. Participant further acknowledges that Participant will be provided with a papercopy of any documents if the attempted electronic delivery of such documents fails. Similarly, Participant understands that Participantmust provide the Company with a paper copy of any documents if the attempted electronic delivery of such documents fails.14.Additional Terms for Non-U.S. Participants. Notwithstanding anything to the contrary herein,Participants residing and/or working outside the United States shall be subject to the Additional Terms and Conditions for Non-U.S.Participants attached hereto as Addendum A and to any Country-Specific Terms and Conditions attached hereto as Addendum B. IfParticipant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which Participantis currently residing or working or if Participant relocates to one of the countries included in the Country-Specific Terms andConditions after the grant of the Award, the special terms and conditions for such country will apply to Participant to the extent theCompany determines that the application of such terms and conditions is necessary or advisable in order to comply with local law orfacilitate the administration of the Plan. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms andConditions constitute part of this Agreement and are incorporated herein by reference.15.Imposition of Other Requirements. The Company reserves the right to impose other requirements onParticipant's participation in the Plan, on the restricted share units and on any Shares acquired under the Plan, to the extent theCompany determines it is necessary or5 advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may benecessary to accomplish the foregoing.16.Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto were upon the same instrument.6 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.GENPACT LIMITEDSignature: Title: PARTICIPANTSignature: 7  ADDENDUM A TO THE RESTRICTED SHARE UNIT ISSUANCE AGREEMENTTERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTSThis Addendum includes additional terms and conditions that govern the Restricted Share Unit Award granted to Participant ifParticipant works or resides outside the United States.Capitalized terms used but not defined herein are defined in the Plan or the Agreement and have the meanings set forth therein.1.No Acquired Right. Participant acknowledges and agrees that:(a)The Plan is established voluntarily by the Company, the grant of awards under the Planis made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at anytime. All decisions with respect to future awards, if any, will be at the sole discretion of the Committee.(b)This Award (and any similar awards the Company may in the future grant to Participant,even if such awards are made repeatedly or regularly, and regardless of their amount) and Shares acquired under the Plan, (A) arewholly discretionary and occasional, are not a term or condition of employment and do not form part of a contract of employment, orany other working arrangement, between Participant and the Company or any Affiliate, (B) do not create any contractual entitlement toreceive future awards or benefits in lieu thereof; and (C) do not form part of salary or remuneration for purposes of determiningpension payments or any other purposes, including without limitation termination indemnities, severance, resignation, payment in lieuof notice, redundancy, end of service payments, bonuses, long-term service awards, pension or retirement benefits, welfare benefits orsimilar payments, except as otherwise required by the applicable law of any governmental entity to whose jurisdiction the award issubject.(c)This Award and the Shares acquired under the Plan are not intended to replace anypension rights or compensation.(d)Participant is voluntarily participating in the Plan.(e)In the event that Participant’s employer is not the Company, the grant of this Award andany similar awards the Company may grant in the future to Participant will not be interpreted to form an employment contract orrelationship with the Company and, furthermore, the grant of this Award and any similar awards the Company may grant in the futureto Participant will not be interpreted to form an employment contract with Participant’s employer or any Affiliate.(f)The future value of the underlying Shares is unknown and cannot be predicted withcertainty. Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s localcurrency and the United States Dollar that may affect the value of the Award or the Shares.A-1 (g)Participant shall have no rights, claim or entitlement to compensation or damages as aresult of Participant’s cessation of employment for any reason whatsoever, whether or not later found to be invalid or in breach ofcontract or local labor law, insofar as these rights, claim or entitlement arise or may arise from Participant’s ceasing to have rights underthis Award as a result of such cessation or loss or diminution in value of the Award or any of the Shares issuable under this Award as aresult of such cessation, and Participant irrevocably releases his or her employer, the Company and its Affiliates, as applicable, fromany such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court ofcompetent jurisdiction to have arisen, then, by signing this Agreement, Participant shall be deemed to have irrevocably waived his orher entitlement to pursue such rights or claim.2.Data Protection.(a)In order to facilitate Participant’s participation in the Plan and the administrationof the Award, it will be necessary for the Company (or its Affiliates or payroll administrators) to collect, hold and processcertain personal information and sensitive personal information about Participant (including, without limitation, Participant’sname, home address, telephone number, date of birth, nationality, social insurance or other identification number and job titleand details of the Award and other awards granted, cancelled, exercised, vested, unvested or outstanding and Shares held byParticipant). Participant consents explicitly, willingly, and unambiguously to the Company (or its Affiliates or payrolladministrators) collecting, holding and processing Participant’s personal data and transferring this data (in electronic or otherform) by and among, as applicable, Participant’s employer, the Company and its Affiliates and other third parties(collectively, the “Data Recipients”) insofar as is reasonably necessary to implement, administer and manage the Plan and theAward. Participant authorizes the Data Recipients to receive, possess, use, retain and transfer the data for the purposes ofimplementing, administering and managing the Plan and the Award. Participant understands that the data will betransferred to E*TRADE, or such other broker or third party as may be selected by the Company in the future which isassisting the Company with the implementation, administration and management of the Plan. Participant understands thatthe Data Recipients may be located in the United States or elsewhere, and that the recipient’s country may have different dataprivacy laws and protections than Participant’s country.(b)The Data Recipients will treat Participant’s personal data as private andconfidential and will not disclose such data for purposes other than the management and administration of the Plan and theAward and will take reasonable measures to keep Participant’s personal data private, confidential, accurate andcurrent. Participant understands that the data will be held only as long as is necessary to implement, administer and managehis or her participation in the Plan.(c)Participant understands that Participant may, at any time, view his or herpersonal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Companybut acknowledges that without the use of such data it may not be practicable for the Company to administer Participant’sinvolvement in the Plan in a timely fashion or at all and this may be detrimental to Participant and may result in theA-2 possible exclusion of Participant from continued participation with respect to this Award or any future awards under thePlan.3.Responsibility for Taxes. This provision supplements Paragraph 5(b) of the Agreement. Participantacknowledges that regardless of any action the Company (or any Affiliate employing or retaining Participant) takes with respect to anyor all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by Participant is and remains Participant’sresponsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of anyApplicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the Award, and thesubsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of theAward to reduce or eliminate Participant’s liability for Applicable Taxes. Further, if Participant is subject to taxation in more than onejurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Participantacknowledges that the Company and/or Participant's employer (or former employer, as applicable) may be required to withhold oraccount for Applicable Taxes in more than one jurisdiction. A-3  ADDENDUM B TO THE RESTRICTED SHARE UNIT ISSUANCE AGREEMENTCOUNTRY-SPECIFIC TERMS AND CONDITIONSThese Country-Specific Terms and Conditions include additional terms and conditions that govern the Restricted Share Unit Awardgranted to Participant under the Plan if Participant resides or works in one of the countries listed below. Capitalized terms used but notdefined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forththerein.AUSTRALIAOffer Document. The Award is granted pursuant to the Offer Document attached hereto.BRAZILCompliance with Law. By accepting the Award, Participant acknowledges and agrees to comply with applicable Brazilian laws andto pay any and all Applicable Taxes associated with the vesting of the Award, and the sale of the Shares acquired under the Plan.Labor Law Acknowledgment. By accepting the Award, Participant agrees that (i) Participant is making an investment decision, (ii)Shares will be issued to Participant only if the vesting conditions are met and (iii) the value of the underlying Shares is not fixed andmay increase or decrease in value over the vesting period without compensation to Participant.CANADAAward Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Agreement, the grantof the Award does not provide you any right to receive a cash payment and the Award may be settled only in Shares.Additional Provisions Applicable to Participants Resident in Quebec.Data Protection: The following provision supplements the Data Protection section of Addendum A: Participant herebyauthorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel,professional or not, involved in the administration and operation of the Plan. Participant further authorizes the Company and the Boardor Committee, to disclose and discuss the Plan with their advisors. Participant further authorizes the Company to record suchinformation and to keep such information in Participant’s employee file.Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents,notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up inEnglish.Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avisdonnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.B-1 CHINAImmediate Sale of Shares. Notwithstanding anything to the contrary in the Agreement or the Plan, in accordance with therequirements of the State Administration of Foreign Exchange ("SAFE"), Participant must hold the Shares issued following vesting ofthe Award with the Company’s designated broker until sale. The net proceeds realized upon the sale of the Shares will be repatriatedto China and such net proceeds (less any Applicable Taxes required to have been withheld in connection with the Award) shall be paidto Participant in local currency. Participant shall have no access to the sales proceeds until such distribution. The remittance,conversion and payment of the net proceeds shall be made in accordance with the procedures adopted by the Company in order tocomply with SAFE regulations and accordingly, are subject to change from time to time.FRANCELanguage Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices andlegal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés etprocédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.HONG KONGSecurities Law Notification. Participant acknowledges and understands that the offer of the Award and any Shares to be issuedunder the Plan are not a public offering of securities under Hong Kong law and are available only to employees of the Company andits Affiliates.Furthermore, Participant acknowledges that the contents of the Agreement, the Plan and other related and incidental communicationmaterials (the “Documents”) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a publicoffering of securities under the applicable securities legislation in Hong Kong, and the Documents have not been reviewed by anyregulatory authority in Hong Kong. Participant understands that the Documents are intended only for the personal use of eachparticipant and may not be distributed to any other person. Furthermore, Participant acknowledges that Participant is advised toexercise caution in relation to his or her participation in the Plan. If Participant is in any doubt as to the contents of the Prospectus, theAgreement or the Plan, Participant shall obtain independent professional advice.MEXICOLabor Law Policy and Acknowledgment for Employees of EDM S de RL de CV. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s soleB-2 employer is EDM S de RL de CV, located at Ave. Hermanos Escobar #7651, Colonia Partido Escobedo, zip code 32330, CiudadJuarez, State of Chihuahua, Mexico. Based on the foregoing, Participant expressly recognizes that the Plan and the benefits thatParticipant may derive from participating in the Plan do not establish any obligations by Participant’s employer, EDM S de RL de CVtowards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and any modification ofthe Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de EDM S de RL de CV Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es EDM S de RL de CV, ubicado en Ave. Hermanos Escobar #7651, Colonia PartidoEscobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que el Plany los beneficios que pudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón EDM S de RL de CVhacia el suscrito, no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación delPlan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact Services LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, withB-3 registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda, is solely responsible for the administration of thePlan and that Participant’s participation in the Plan and acquisition of Shares do not constitute an employment relationship betweenGenpact Limited and Participant since Participant is participating in the Plan on a wholly commercial basis and Participant’s soleemployer is Genpact Services LLC, located at Ave. Lerdo NTE #251, Colonia Centro, zip code 32000, Ciudad Juarez, Chihuahua,Mexico. Based on the foregoing, Participant expressly recognizes that the Plan and the benefits that Participant may derive fromparticipating in the Plan do not establish any obligations by Participant’s employer, Genpact Services LLC towards Participant, do notform part of the employment conditions and/or benefits provided by the employer, and any modification of the Plan or their terminationshall have no effect on, nor constitute a change or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact Services LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact Services LLC, ubicado en Ave. Lerdo NTE #251, Colonia Centro, zip code32000, Ciudad Juarez, Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios quepudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact Services LLC hacia el suscrito, noforman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminaciónno constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.B-4 Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) I LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) I LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact (Mexico)I LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) I LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact (Mexico) I LLC, ubicado en 1155 Avenue of the Americas, 4th Floor, NewYork, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de miparticipación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) I LLC hacia el suscrito, no forman parte de lascondiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminación no constituirá uncambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited,B-5 sus afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación acualquier demanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) II LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) II LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact (Mexico)II LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) II LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact (Mexico) II LLC, ubicado en 1155 Avenue of the Americas, 4th Floor, NewYork, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de miparticipación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) II LLC hacia el suscrito, no forman parte de lascondiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminación no constituirá uncambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.B-6 Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.SINGAPORESecurities Law Notice. The Award is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of theSingapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectuswith the Monetary Authority of Singapore. Participant should note that such grant is subject to section 257 of the SFA and Participantwill not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Awardunless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other thansection 280) of the SFA.Chief Executive Officer, Director Notification Requirement. If Participant is the Chief Executive Officer, a director, associatedirector or shadow director of a Singapore Affiliate of the Company, Participant is subject to certain notification requirements under theSingapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate of the Company in writingwhen Participant receives an interest (e.g., the Award or Shares) in the Company or any Affiliate. In addition, Participant must notifythe Singaporean Affiliate when Participant sells Shares or shares of any other Affiliate (including when Participant sells Sharesacquired under the Award). These notifications must be made within two (2) days of acquiring or disposing of an interest in theCompany or any Affiliate. In addition, within two (2) days of becoming the Chief Executive Officer, a director, associate director orshadow director, Participant must notify the Singaporean Affiliate of any interest Participant may have in the Company or anyAffiliate. Participant is advised to seek appropriate professional advice as to Participant’s reporting obligations under the SingaporeCompanies Act.SPAINNature of Grant. This provision supplements Section 1 of Addendum A to the Agreement titled “No Acquired Rightsˮ:In accepting the Award, Participant consents to participate in the Plan and acknowledges that Participant has received a copy of thePlan.Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant performance share awardsunder the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limiteddecision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind theCompany or an Affiliate. Consequently, Participant understands that the Award is granted on the assumption and condition that theAward and any Shares issued are not part of any employment contract (either with the Company or any Affiliate) and shall not beconsidered aB-7 mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participantunderstands that Participant will not be entitled to continue vesting in the Award after termination of Participant’s service. In addition,Participant understands that the Award would not be granted to Participant but for the assumptions and conditions referred to herein;thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditionsnot be met for any reason, then the grant of the Award and any right to the Award shall be null and void.Further, the vesting of the Award is expressly conditioned on Participant’s continued service, such that upon termination ofParticipant’s service for any reason whatsoever, the Award may cease vesting immediately, in whole or in part, effective on the date oftermination of Participant’s service (as determined by the Agreement). This will be the case, for example, even if (1) Participant isdismissed for disciplinary or objective reasons; or (2) Participant’s termination of service is due to a unilateral breach of contract by theCompany or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participantmay automatically lose any rights to the Award to the extent not vested on the date of Participant’s termination of service, as describedin the Plan and the Agreement.SWITZERLANDSecurities Law Notice. The grant of this Award under the Plan is considered a private offering in Switzerland and is, therefore, notsubject to registration in Switzerland.UNITED ARAB EMIRATESSecurities Law Notice. The Award is granted under the Plan only to certain employees who meet the eligibility requirements of thePlan and is in the nature of providing employee equity incentives in the United Arab Emirates. The Plan and this Agreement areintended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospectivepurchasers of the securities offered should conduct their own due diligence on the securities. If Participant does not understand thecontents of the Plan and the Agreement, Participant should consult an authorized financial adviser. The Emirates Securities andCommodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither theMinistry of Economy nor the Dubai Department of Economic Development has approved the Plan or the Agreement nor taken steps toverify the information set out herein, and has no responsibility for such documents.UNITED KINGDOMAward Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Agreement, the grantof the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.Taxes. Any reference to the withholding of Applicable Taxes, including any obligation to withhold, shall be treated as including areference to any amount of Applicable Taxes in respect of which the Company (or an Affiliate) is required to account to any taxauthority.B-8 Termination of Service. Participant has no right to compensation or damages on account of any loss in respect of an Award underthe Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of Participant’s office or employment; or(b) notice to terminate Participant’s office or employment. This exclusion of liability shall apply however termination of office oremployment, or the giving of notice, is caused, and however compensation or damages are claimed. For the purpose of the Plan, theimplied duty of trust and confidence is expressly excluded.Employer NIC. As a condition to participation in the Plan and the issuance of Shares under this Award, Participant hereby agrees toaccept all liability for and pay all secondary Class 1 National Insurance Contributions which would otherwise be payable by theCompany (or any successor or any Affiliate employing or previously employing Participant) with respect to the issuance of Sharesunder this Award or any other event giving rise to taxation under this Award (the “Employer NIC”). Participant agrees that Participantwill execute, within the time period specified by the Company, a joint election (the “Joint Electionˮ) provided by the Company andany other consent or elections required to effect the transfer of the Employer NIC. Participant further agrees to execute such other jointelections as may be required between Participant and any successor to the Company and/or Participant's employer. Participant furtheragrees that the Company and/or Participant's employer may collect the Employer NIC by any of the means set forth in the JointElection. B-9  OFFER TO AUSTRALIAN RESIDENT EMPLOYEESThis Offer Document sets out information regarding the participation of Australian resident employees of Genpact Limited (Genpactor the Company) and its Australian subsidiaries in grants of restricted share unit awards made under the Genpact Limited 2007Omnibus Incentive Plan (Plan).Investment in securities involves a degree of risk and there is no guarantee of the future value of, or returns from,securities you may acquire under the Plan. Employees who elect to participate in the Plan should consider all riskfactors relevant to the acquisition of securities under the Plan as set out in this document and any associateddocuments. The information contained in this document and any associated documents is general information only. It is not adviceor information specific to your objectives, financial situation or needs. Australian employees should consider obtainingtheir own financial product advice from an independent person who is licensed by the Australian Securities andInvestments Commission to give advice about participation in the Plan. 1.OFFER AND TERMS OF PARTICIPATIONThis Offer Document relates to an invitation by the Company to eligible employees in Australia to accept grants of restricted share unitawards made under the Plan. The awards will be issued at no cost to you.The terms of your participation are set out in the Plan, the Prospectus (as supplemented by the Australian Addendum), the RestrictedShare Unit Issuance Agreement and this Offer Document.By accepting a grant of a restricted share unit award, you will be bound by terms set out in the Plan, the Prospectus (as supplementedby the Australian Addendum), the Restricted Share Unit Issuance Agreement and this Offer Document.2.HOW CAN I ASCERTAIN THE CURRENT MARKET PRICE OF SHARES UNDERLYING THE RESTRICTEDSHARE UNIT AWARD IN AUSTRALIAN DOLLARS?You could, from time to time, ascertain the market price of a share of common stock in the Company ("Share") by obtaining thatprice from the New York Stock Exchange website, the Company website or The Wall Street Journal, and multiplying that price by apublished exchangeB-10 rate to convert U.S. Dollars into Australian Dollars, to determine the Australian dollar equivalent of that current market price.3.RISKS OF ACQUIRING AND HOLDING SHARESAcquiring and holding restricted share units and Shares involves risk. These risks include that:(a)There is no guarantee that Shares will grow in value - they may decline in value. Stock markets are subject tofluctuations and the price of Shares can rise and fall, depending upon the Company's performance and other internal and externalfactors.(b)There is no assurance that the Company will pay dividends even if its earnings increase.(c)There are tax implications involved in acquiring and holding restricted share units and Shares and the tax regimeapplying to you may change.B-11 Exhibit 10.7GENPACT LIMITED2007 OMNIBUS INCENTIVE COMPENSATION PLANPERFORMANCE SHARE AWARD AGREEMENTTHIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”), dated as of ___________ (the“Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the“Company”) and ____________________ (“Participant”). To the extent not defined herein, all capitalized terms in this Agreementshall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”).RECITALS:WHEREAS, the Company has adopted the Plan for the purpose of promoting the interests of the Company and itsshareholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals toparticipate in the long-term growth and financial success of the Company.WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders togrant to Participant a performance share award under the Plan as provided for herein.NOW, THEREFORE, for and in consideration of the premises and covenants of the parties contained in thisAgreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, forthemselves, their successors and assigns, hereby agree as follows:1.Grant of Performance Shares Award. The Company hereby awards to Participant, as of the Award Date, aperformance share award (the “Award”) under the Plan entitling Participant to receive a number of Shares based on the extent, if any,to which the applicable vesting criteria are satisfied. The initial number of Shares that shall be used to determine Participant’s rightspursuant to this Award is ___________ (the “Target Performance Shares”). The number of Target Performance Shares shall be usedsolely to calculate the maximum number of Shares that may be issued to Participant under this Agreement (“Actual PerformanceShares”). Both the number of Target Performance Shares and Actual Performance Shares shall be subject to adjustment as set forth inthe Plan. The number of Shares issuable under the Award may be subject to reduction as set forth in Paragraph 3.2.Vesting Requirements. The Shares subject to the Award shall initially be unvested and shall vest only inaccordance with the vesting provisions of this Paragraph 2 or the special vesting acceleration provisions of Paragraph 4. The Shares inwhich Participant shall vest under this Paragraph 2 shall be determined pursuant to a two-step process: (i) first there shall be calculatedthe maximum number of Shares in which Participant can vest based upon the level at which the Performance Goals specified inAppendix A of this Agreement (the “Performance Goals”) for the performance period commencing on __________ ______ andending on _____________________ (the “Performance Period”) are actually attained and (ii) then the number of the ActualPerformance Shares resulting from the clause (i) calculation in which  Participant shall actually vest shall be determined on the basis of Participant’s completion of the applicable service vesting provisionsset forth below. Accordingly, the vesting of the Shares shall be calculated as follows:(a)Performance Vesting. The number of Actual Performance Shares to which Participant may becomeentitled under this Agreement shall be calculated following the end of the Performance Period and shall be based on the level at whichthe Performance Goals for the Performance Period are determined to have been attained. The number of Actual Performance Shares towhich Participant may become entitled at the end of the Performance Period shall be calculated by multiplying the designated numberof Target Performance Shares by a performance percentage ranging from 0% to 200%. The actual performance percentage to be usedfor such purpose shall be determined in accordance with the methodology set forth in Appendix A and shall be tied to the attained levelof Company performance for the Performance Period described in Appendix A. In no event may the number of Actual PerformanceShares exceed two hundred percent (200%) of the Target Performance Shares.(b)Service Vesting: The Actual Performance Shares so determined represent the maximum number ofShares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined asfollows:(i)If Participant remains in continued employment or service with the Company or an Affiliate from______________ through ________________ (the “Service Period”), on _________________ Participant shall vest in100% of the Actual Performance Shares. (ii)In the event of Participant’s termination of continued employment or service with the Company or anAffiliate that occurs during the Service Period by reason of death or Disability, Participant shall be entitled to receive anumber of Shares determined by multiplying (A) the number of Actual Performance Shares (if any) to which Participantwould be entitled based on the actual level at which the Performance Goals are achieved by (B) a fraction, the numerator ofwhich is the number of months of employment or service in the Service Period prior to the termination (rounded up to theclosest whole month, but not to exceed thirty-six (36)) and the denominator of which is thirty-six (36). (iii)Should Participant cease continued employment or service with the Company or an Affiliate for anyother reason prior to the end of the Service Period, the Award shall be immediately canceled and Participant shall thereuponcease to have any right or entitlement to receive any Shares under the Award.3.Performance Goals. (a)Committee Determination. Following the end of the Performance Period, theCommittee shall determine whether and the extent to which the Performance Goals have been achieved for the Performance Periodand shall determine the number of Actual Performance Shares, if any, issuable to Participant with respect to the level of achievement ofthe Performance Goals based on completion of the service vesting requirement; provided that with respect to any Award to a “coveredemployee” within the meaning of Section 162(m) of the Code, the Committee 2  shall have certified the achievement of the Performance Goals. The Committee’s determinations with respect to the achievement of thePerformance Goals shall be based on the Company’s audited financial statements, subject to any adjustments made by the Committeein accordance with Paragraph 3(b) below. If the threshold levels for the Performance Goals are not achieved, the Award shall becancelled and Participant shall thereupon cease to have any right or entitlement to receive any Shares under the Award(b)Committee Discretion to Reduce or Eliminate Award. Notwithstanding satisfaction,achievement or completion of the Performance Goals (or any adjustments thereto as provided below), the number of Shares issuablehereunder may be reduced or eliminated by the Committee on the basis of such further considerations as the Committee in its solediscretion shall determine.(c)Modification of Performance Goals. The Committee shall have the right to adjust ormodify the calculation of the Performance Goals as permitted under the Plan.(d)Section 162(m). To the extent the Committee has determined that this Award is intendedto comply with the performance-based exception to Section 162(m) of the Code and Participant is a “covered employee” within themeaning of Section 162(m) of the Code, all actions taken hereunder (including without limitation any adjustments of PerformanceGoals) shall be made in a manner which would comply with Section 162(m) of the Code.4.Change of Control: In the event a Change of Control occurs during the Service Period, the number ofShares issuable under this Award and the date of issuance of the Shares shall be determined as follows notwithstanding any provisionsof this Agreement or the Plan to the contrary: (a)In the event the Change of Control occurs prior to completion of the Performance Periodand Participant remains in continued employment or service with the Company or an Affiliate through the effective date of that Changeof Control, then this Award shall be converted into a right to receive the number of Target Performance Shares without anymeasurement of Performance Goal attainment to date, subject to the provisions of Paragraphs 4(c) and 4(d) below. (b)If the Change of Control occurs on or after completion of the Performance Period butprior to completion of the Service Period and Participant remains in continued employment or service with the Company or an Affiliatethrough the effective date of that Change of Control, this Award shall entitle Participant to receive the number of Actual PerformanceShares based on the level of attainment of the Performance Goals, subject to the provisions of Paragraphs 4(c) and 4(d) below. (c)If this Award is assumed, continued or substituted in connection with the Change ofControl in accordance with the Plan, then provided Participant remains in continued employment or service with the Company or anAffiliate through the completion of the Service Period, the Shares issuable under this Award (as determined in accordance with theapplicable provisions of Paragraphs 4(a) and 4(b)) or other consideration payable in connection with such assumption, continuation orsubstitution, shall be issued on __________________ or as soon as 3  practicable thereafter but in no event later than the applicable short-term deferral period under applicable tax rules. If Participant'scontinued employment or service terminates prior to completion of the Service Period, then except as otherwise provided in Paragraph4(f) and Paragraph 4(g), the Award shall be immediately cancelled upon such termination and Participant shall thereupon cease to haveany right or entitlement to receive any Shares or other consideration under the Award. (d)If this Award is not assumed, continued or substituted in connection with the Change ofControl in accordance with the Plan, then the Shares issuable under this Award (as determined pursuant to Paragraphs 4(a) or 4(b)) orother consideration payable with respect to such Shares in consummation of the Change of Control shall be issued on the effective dateof the Change of Control or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days aftersuch effective date.(e)Following a Change of Control, Participant shall not have any right to receive anyShares under this Award in excess of the number of Shares determined under this Paragraph 4.(f)In the event of Participant’s termination of continued employment or service with theCompany or an Affiliate that occurs during the Service Period by reason of death or Disability, Participant shall be entitled to receive anumber of Shares determined by multiplying (A) the number of Shares (if any) to which Participant would be entitled in accordancewith the applicable provisions of Paragraphs 4(a) and 4(b) had Participant’s employment or service not terminated by (B) a fraction, thenumerator of which is the number of months of service in the Service Period prior to the termination (rounded up to the closest wholemonth, but not to exceed thirty-six (36)) and the denominator of which is thirty-six (36). To the extent not issued at the time of theChange of Control, such Shares (or other consideration issuable under this Award) shall be issued immediately upon such terminationor as soon as practicable thereafter, but not later than the fifteenth (15th) day of the third (3rd) calendar month following the year ofsuch termination.(g)Notwithstanding anything to the contrary, in the event of Participant’s InvoluntaryTermination that occurs during the Service Period and within twenty-four (24) months following a Change of Control in connectionwith which this Award is assumed, continued or substituted, Participant shall immediately vest in the Shares (as determined inaccordance with the applicable provisions of Paragraphs 4(a) and 4(b) above) or other consideration payable in connection with suchassumption, continuation or substitution issuable under this Award and such Shares or other consideration shall be issued immediatelyupon such Involuntary Termination or as soon as practicable thereafter, but in no event more than fifteen (15) business days after suchInvoluntary Termination.(h)Each issuance of Shares shall be subject to the Company’s collection of any ApplicableTaxes.(i)For purposes of this Agreement, the following definitions shall apply:(i)“Involuntary Termination” shall mean the termination of Participant’scontinued employment or service with the Company or an Affiliate which occurs by 4  reason of such individual’s involuntary dismissal or discharge by the Company (or Affiliate) for reasons other than Cause.(ii) “Cause” shall mean “Cause” as defined in any employment orconsulting agreement between Participant and the Company or an Affiliate in effect at the time of termination or, in the absence of suchan employment or consulting agreement: (A) any conviction by a court of, or entry of a pleading of guilty or nolo contendere byParticipant with respect to, a felony or any lesser crime involving moral turpitude or a material element of which is fraud or dishonesty;(B) Participant’s willful dishonesty of a substantial nature towards the Company and any of its Affiliates; (C) Participant’s use ofalcohol or drugs which materially interferes with the performance of his duties to the Company and/or its Affiliates or which materiallycompromises the integrity and reputation of Participant or the Company and/or its Affiliates; or (D) Participant’s material, knowing andintentional failure to comply with material applicable laws with respect to the execution of the Company’s and its Affiliates’ businessoperations.5.Issuance of Shares; Withholding. (a)Except as otherwise provided under Paragraph 4, the Company shall issue the Shares towhich Participant becomes entitled as soon as practicable following completion of the Service Period but in no event later than thefifteenth (15th) day of the third (3rd) calendar month following the end of the Service Period, subject to the Company’s collection ofany Applicable Taxes; provided, however, that any Shares to which Participant becomes entitled under Paragraph 2(b)(ii) shall beissued no later than the fifteenth (15th) day of the third (3rd) calendar month following the year of Participant’s termination.(b)Any Applicable Taxes required to be withheld with respect to the issuance of the Sharesunder this Agreement shall be paid through an automatic Share withholding procedure pursuant to which the Company will withhold,at the time of such issuance, a portion of the Shares with a Fair Market Value (measured as of the issuance date) equal to the amount ofthose taxes.(c)In no event will any fractional shares be issued.(d)The holder of this Award shall not have any shareholder rights, including voting ordividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares followingtheir actual issuance after the satisfaction of the Applicable Taxes.6.Limited Transferability. Prior to actual receipt of the Shares which vest and become issuable hereunder,Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but whichotherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or thelaws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may make such a beneficiarydesignation at any time by filing the appropriate form with the Committee or its designee.7.Clawback. The Company shall have the right to terminate this Award (and Participant shall thereuponcease to have any right or entitlement to receive any Shares under this 5  Award) to the extent outstanding and to cancel any Shares issued hereunder in the event of any of the following:(i)If a Participant resident in the United States or India has breached anyrestrictive covenant (whether non-solicitation, non-competition, non-disparagement or confidentiality) under any agreement betweenParticipant and the Company or an Affiliate during employment or during one (1) year period following termination of Participant’semployment or service with the Company or an Affiliate;(ii)If the Company is required to prepare an accounting restatement forany part of the Performance Period due to material noncompliance with financial reporting requirements under the federal securitieslaws which the Committee determines is the result of fraud, negligence, or intentional or gross misconduct by Participant;(iii)In the circumstances and manner provided in any clawback orcompensation recovery policy that may be adopted or implemented by the Company and in effect from time to time on or after theAward Date; and/or(iv)If the Committee determines that Participant committed an act oromission while an employee or other service provider of the Company (or Affiliate) that was not discovered by the Company (or anyAffiliate) until after the termination of Participant’s employment or service that would, if Participant were an active employee or otherservice provider of the Company (or Affiliate) at the time such act or omission is discovered, be reason for termination of Participant’semployment or service for Cause.8.Sections 409A and 457A. (a)It is the intention of the parties that the provisions of this Agreement shall, to themaximum extent permissible, comply with the requirements of the short-term deferral exceptions of Section 409A of the Code and theTreasury Regulations issued thereunder and Section 457A of the Code and any guidance with respect to Code Section 457A,including but not limited to Notice 2009-8. Accordingly, to the extent there is any ambiguity as to whether one or more provisions ofthis Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A applicableto such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner that does not result in aviolation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457Aand any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions.(b)Notwithstanding any provision to the contrary in this Agreement, to the extent thisAward may be deemed to create a deferred compensation arrangement under Code Section 409A, then Shares or other amounts whichbecome issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shallactually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date ofParticipant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date ofParticipant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under 6  Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordancewith consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayedcommencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Sharesor other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the dateof Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receivesproof of Participant’s death.9.Compliance with Laws and Regulations. The issuance of Shares pursuant to the Award shall be subject tocompliance by the Company and Participant with all applicable laws, rules and regulations and to such approvals by any regulatory orgovernmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares asthe Committee may consider appropriate and may require Participant to make such representations and furnish such information as itmay consider appropriate in connection with the issuance or delivery of Shares in order to be in compliance with applicable laws, rulesand regulations.10.Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of thisAgreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant andParticipant’s assigns, beneficiaries, executors, administrators, heirs and successors.11.Notices. All notices, demands and other communications provided for or permitted hereunder shall bemade in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personaldelivery:if to the Company:Genpact LimitedCanon’s Court22 Victoria StreetHamilton HM 12BermudaAttn: Secretary with a copy to:Genpact LLC1155 Avenue of the AmericasFourth FloorNew York, NY 10036Attn: Legal Departmentif to Participant, at Participant’s last known address on file with the Company.All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personallydelivered; when delivered by courier, if delivered by 7  commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt ismechanically acknowledged, if telecopied.12.Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to thePlan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Committee with respect to any questionor issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.13.Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of theState of New York without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdictionwhich could cause the application of the laws of any jurisdiction other than the State of New York. Each Participant and the Companyhereby waive, to the fullest extent permitted by applicable law, any right either of them may have to a trial by jury in respect to anylitigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.14.Employment at Will. Nothing in this Agreement or in the Plan shall confer upon Participant any right toremain in employment or service for any period of specific duration or interfere with or otherwise restrict in any way the rights of theCompany (or any Affiliate employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, toterminate Participant’s employment or service at any time for any reason, with or without cause, subject to applicable law and the termsof any employment agreement between Participant and the Company (or any Affiliate employing or retaining Participant).15.Electronic Delivery. The Company may deliver any documents related to the Award, the Plan or futureawards that may be granted under the Plan by electronic means. Such means of electronic delivery include, but do not necessarilyinclude, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the deliveryof the documents via e-mail or such other means of electronic delivery specified by the Company. Participant hereby acknowledgesthat Participant has read this provision and consents to the electronic delivery of the documents. Participant acknowledges thatParticipant may receive from the Company a paper copy of any documents delivered electronically at no cost to Participant bycontacting the Company in writing or by telephone. Participant further acknowledges that Participant will be provided with a papercopy of any documents if the attempted electronic delivery of such documents fails. Similarly, Participant understands that Participantmust provide the Company with a paper copy of any documents if the attempted electronic delivery of such documents fails.16.Additional Terms for Non-U.S. Participants. Notwithstanding anything to the contrary herein,Participants residing and/or working outside the United States shall be subject to the Additional Terms and Conditions for Non-U.S.Participants attached hereto as Addendum A and to any Country-Specific Terms and Conditions attached hereto as Addendum B. IfParticipant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which Participantis currently residing or working or if Participant relocates to one of the countries included in the Country-Specific Terms andConditions after the grant of the Award, the special terms and conditions for such country will apply to Participant to the extent theCompany determines that the application of such terms and conditions is necessary or advisable in order to 8  comply with local law or facilitate the administration of the Plan. The Terms and Conditions for Non-U.S. Participants and theCountry-Specific Terms and Conditions constitute part of this Agreement and are incorporated herein by reference.17.Imposition of Other Requirements. The Company reserves the right to impose other requirements onParticipant's participation in the Plan, on the Award and on any Shares acquired under the Plan, to the extent the Company determinesit is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements orundertakings that may be necessary to accomplish the foregoing.18.Participant Acceptance. Participant must accept the terms and conditions of this Agreement electronicallythrough the acceptance procedures established by the Company. In no event shall any Shares be issued (or other securities or propertydistributed) under this Agreement in the absence of such acceptance. 9  IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above. GENPACT LIMITEDSignature: Title: PARTICIPANTSignature: 10  ADDENDUM A TO THE PERFORMANCE SHARE AWARD AGREEMENTTERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTSThis Addendum includes additional terms and conditions that govern the Performance Share Award granted to Participant ifParticipant works or resides outside the United States.Capitalized terms used but not defined herein are defined in the Plan or the Agreement and have the meanings set forth therein.1.No Acquired Right. Participant acknowledges and agrees that:(a)The Plan is established voluntarily by the Company, the grant of awards under the Planis made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at anytime. All decisions with respect to future awards, if any, will be at the sole discretion of the Committee.(b)This Award (and any similar awards the Company may in the future grant to Participant,even if such awards are made repeatedly or regularly, and regardless of their amount), and Shares acquired under the Plan (A) arewholly discretionary and occasional, are not a term or condition of employment and do not form part of a contract of employment, orany other working arrangement, between Participant and the Company or any Affiliate, (B) do not create any contractual entitlement toreceive future awards or benefits in lieu thereof; and (C) do not form part of salary or remuneration for purposes of determiningpension payments or any other purposes, including without limitation termination indemnities, severance, resignation, payment in lieuof notice, redundancy, end of service payments, bonuses, long-term service awards, pension or retirement benefits, welfare benefits orsimilar payments, except as otherwise required by the applicable law of any governmental entity to whose jurisdiction the award issubject.(c)This Award and the Shares acquired under the Plan are not intended to replace anypension rights or compensation.(d)Participant is voluntarily participating in the Plan.(e)In the event that Participant’s employer is not the Company, the grant of this Award andany similar awards the Company may grant in the future to Participant will not be interpreted to form an employment contract orrelationship with the Company and, furthermore, the grant of this Award and any similar awards the Company may grant in the futureto Participant will not be interpreted to form an employment contract with Participant’s employer or any Affiliate. (f)The future value of the underlying Shares is unknown and cannot be predicted withcertainty. Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s localcurrency and the United States Dollar that may affect the value of the Award or the Shares. A-1  (g)Participant shall have no rights, claim or entitlement to compensation or damages as aresult of Participant’s cessation of employment for any reason whatsoever, whether or not later found to be invalid or in breach ofcontract or local labor law, insofar as these rights, claim or entitlement arise or may arise from Participant’s ceasing to have rights underthis Award as a result of such cessation or loss or diminution in value of the Award or any of the Shares issuable under this Award as aresult of such cessation, and Participant irrevocably releases his or her employer, the Company and its Affiliates, as applicable, fromany such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court ofcompetent jurisdiction to have arisen, then, by signing this Agreement, Participant shall be deemed to have irrevocably waived his orher entitlement to pursue such rights or claim.2.Data Protection.(a)In order to facilitate Participant’s participation in the Plan and the administration of the Award,it will be necessary for the Company (or its Affiliates or payroll administrators) to collect, hold and process certain personalinformation and sensitive personal information about Participant (including, without limitation, Participant’s name, homeaddress, telephone number, date of birth, nationality, social insurance or other identification number and job title and detailsof the Award and other awards granted, cancelled, exercised, vested, unvested or outstanding and Shares held byParticipant). Participant consents explicitly, willingly, and unambiguously to the Company (or its Affiliates or payrolladministrators) collecting, holding and processing Participant’s personal data and transferring this data (in electronic or otherform) by and among, as applicable, Participant’s employer, the Company and its Affiliates and other third parties(collectively, the “Data Recipients”) insofar as is reasonably necessary to implement, administer and manage the Plan and theAward. Participant authorizes the Data Recipients to receive, possess, use, retain and transfer the data for the purposes ofimplementing, administering and managing the Plan and the Award. Participant understands that the data will betransferred to E*TRADE, or such other broker or third party as may be selected by the Company in the future which isassisting the Company with the implementation, administration and management of the Plan. Participant understands thatthe Data Recipients may be located in the United States or elsewhere, and that the recipient’s country may have different dataprivacy laws and protections than Participant’s country.(b)The Data Recipients will treat Participant’s personal data as private and confidential and willnot disclose such data for purposes other than the management and administration of the Plan and the Award and will takereasonable measures to keep Participant’s personal data private, confidential, accurate and current. Participant understandsthat the data will be held only as long as is necessary to implement, administer and manage his or her participation in thePlan.(c)Participant understands that Participant may, at any time, view his or her personal data, requireany necessary corrections to it or withdraw the consents herein in writing by contacting the Company but acknowledges thatwithout the use of such data it may not be practicable for the Company to administer Participant’s involvement in the Plan A-2  in a timely fashion or at all and this may be detrimental to Participant and may result in the possible exclusion of Participantfrom continued participation with respect to this Award or any future awards under the Plan.3.Responsibility for Taxes. This provision supplements Paragraph 5(b) of the Agreement. Participantacknowledges that regardless of any action the Company (or any Affiliate employing or retaining Participant) takes with respect to anyor all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by Participant is and remains Participant’sresponsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of anyApplicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the Award, and thesubsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of theAward to reduce or eliminate Participant’s liability for Applicable Taxes. Further, if Participant is subject to taxation in more than onejurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Participantacknowledges that the Company and/or Participant's employer (or former employer, as applicable) may be required to withhold oraccount for Applicable Taxes in more than one jurisdiction. A-3  ADDENDUM B TO THE PERFORMANCE SHARE AWARD AGREEMENTCOUNTRY-SPECIFIC TERMS AND CONDITIONSThese Country-Specific Terms and Conditions include additional terms and conditions that govern the Performance Share Awardgranted to Participant under the Plan if Participant resides or works in one of the countries listed below. Capitalized terms used but notdefined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forththerein.AUSTRALIAOffer Document. The Award is granted pursuant to the Offer Document attached hereto.BRAZILCompliance with Law. By accepting the Award, Participant acknowledges and agrees to comply with applicable Brazilian laws andto pay any and all Applicable Taxes associated with the vesting of the Award, and the sale of the Shares acquired under the Plan.Labor Law Acknowledgment. By accepting the Award, Participant agrees that (i) Participant is making an investment decision, (ii)Shares will be issued to Participant only if the vesting conditions are met and (iii) the value of the underlying Shares is not fixed andmay increase or decrease in value over the vesting period without compensation to Participant.CANADAAward Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Agreement, the grantof the Award does not provide you any right to receive a cash payment and the Award may be settled only in Shares.Additional Provisions Applicable to Participants Resident in Quebec.Data Protection: The following provision supplements the Data Protection section of Addendum A: Participant herebyauthorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel,professional or not, involved in the administration and operation of the Plan. Participant further authorizes the Company and the Boardor Committee, to disclose and discuss the Plan with their advisors. Participant further authorizes the Company to record suchinformation and to keep such information in Participant’s employee file.Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents,notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up inEnglish.Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avisdonnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.CHINA B-1  Immediate Sale of Shares. Notwithstanding anything to the contrary in the Agreement or the Plan, in accordance with therequirements of the State Administration of Foreign Exchange ("SAFE"), Participant must hold the Shares issued following vesting ofthe Award with the Company’s designated broker until sale. The net proceeds realized upon the sale of the Shares will be repatriatedto China and such net proceeds (less any Applicable Taxes required to have been withheld in connection with the Award) shall be paidto Participant in local currency. Participant shall have no access to the sales proceeds until such distribution. The remittance,conversion and payment of the net proceeds shall be made in accordance with the procedures adopted by the Company in order tocomply with SAFE regulations and accordingly, are subject to change from time to time.FRANCELanguage Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices andlegal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés etprocédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.HONG KONGSecurities Law Notification. Participant acknowledges and understands that the offer of the Award and any Shares to be issuedunder the Plan are not a public offering of securities under Hong Kong law and are available only to employees of the Company andits Affiliates.Furthermore, Participant acknowledges that the contents of the Agreement, the Plan and other related and incidental communicationmaterials (the “Documents”) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a publicoffering of securities under the applicable securities legislation in Hong Kong, and the Documents have not been reviewed by anyregulatory authority in Hong Kong. Participant understands that the Documents are intended only for the personal use of eachparticipant and may not be distributed to any other person. Furthermore, Participant acknowledges that Participant is advised toexercise caution in relation to his or her participation in the Plan. If Participant is in any doubt as to the contents of the Prospectus, theAgreement or the Plan, Participant shall obtain independent professional advice.MEXICOLabor Law Policy and Acknowledgment for Employees of EDM S de RL de CV. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is EDM S de RL de CV, located at Ave. Hermanos Escobar#7651, Colonia Partido Escobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Based on the foregoing, Participantexpressly recognizes that the Plan and the benefits that Participant may derive from participating in the Plan do not establish anyobligations by Participant’s employer, EDM S de RL de CV towards Participant, do not form part of the B-2  employment conditions and/or benefits provided by the employer, and any modification of the Plan or their termination shall have noeffect on, nor constitute a change or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de EDM S de RL de CV Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es EDM S de RL de CV, ubicado en Ave. Hermanos Escobar #7651, Colonia PartidoEscobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que el Plany los beneficios que pudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón EDM S de RL de CVhacia el suscrito, no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación delPlan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact Services LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact Services LLC, located at Ave. Lerdo NTE #251,Colonia Centro, zip code 32000, Ciudad Juarez, Chihuahua, Mexico. Based on the foregoing, Participant expressly recognizes thatthe Plan and the benefits that Participant may derive from participating in the Plan do not establish any obligations by Participant’s B-3  employer, Genpact Services LLC towards Participant, do not form part of the employment conditions and/or benefits provided by theemployer, and any modification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, theterms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact Services LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact Services LLC, ubicado en Ave. Lerdo NTE #251, Colonia Centro, zip code32000, Ciudad Juarez, Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios quepudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact Services LLC hacia el suscrito, noforman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminaciónno constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) I LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) I LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact B-4  (Mexico) I LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) I LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact (Mexico) I LLC, ubicado en 1155 Avenue of the Americas, 4th Floor, NewYork, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de miparticipación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) I LLC hacia el suscrito, no forman parte de lascondiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminación no constituirá uncambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) II LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) II LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact B-5  (Mexico) II LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, andany modification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms andconditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) II LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact (Mexico) II LLC, ubicado en 1155 Avenue of the Americas, 4th Floor, NewYork, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de miparticipación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) II LLC hacia el suscrito, no forman parte de lascondiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminación no constituirá uncambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.SINGAPORESecurities Law Notice. The Award is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of theSingapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectuswith the Monetary Authority of Singapore. Participant should note that such grant is subject to section 257 of the SFA and Participantwill not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Award B-6  unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other thansection 280) of the SFA.Chief Executive Officer, Director Notification Requirement. If Participant is the Chief Executive Officer, a director, associatedirector or shadow director of a Singapore Affiliate of the Company, Participant is subject to certain notification requirements under theSingapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate of the Company in writingwhen Participant receives an interest (e.g., the Award or Shares) in the Company or any Affiliate. In addition, Participant must notifythe Singaporean Affiliate when Participant sells Shares or shares of any other Affiliate (including when Participant sells Sharesacquired under the Award). These notifications must be made within two (2) days of acquiring or disposing of an interest in theCompany or any Affiliate. In addition, within two (2) days of becoming the Chief Executive Officer, a director, associate director orshadow director, Participant must notify the Singaporean Affiliate of any interest Participant may have in the Company or anyAffiliate. Participant is advised to seek appropriate professional advice as to Participant’s reporting obligations under the SingaporeCompanies Act.SPAINNature of Grant. This provision supplements Section 1 of Addendum A to the Agreement titled “No Acquired Rightsˮ:In accepting the Award, Participant consents to participate in the Plan and acknowledges that Participant has received a copy of thePlan.Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant performance share awardsunder the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limiteddecision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind theCompany or an Affiliate. Consequently, Participant understands that the Award is granted on the assumption and condition that theAward and any Shares issued are not part of any employment contract (either with the Company or any Affiliate) and shall not beconsidered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further,Participant understands that Participant will not be entitled to continue vesting in the Award after termination of Participant’sservice. In addition, Participant understands that the Award would not be granted to Participant but for the assumptions and conditionsreferred to herein; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or shouldany of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void.Further, the vesting of the Award is expressly conditioned on Participant’s continued service, such that upon termination ofParticipant’s service for any reason whatsoever, the Award may cease vesting immediately, in whole or in part, effective on the date oftermination of Participant’s service (as determined by the Agreement). This will be the case, for example, even if (1) Participant isdismissed for disciplinary or objective reasons; or (2) Participant’s termination of service is due to a unilateral breach of contract by theCompany or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participantmay automatically lose any rights to the Award to the extent not vested on the date of Participant’s termination of service, as describedin the Plan and the Agreement. B-7  SWITZERLANDSecurities Law Notice. The grant of this Award under the Plan is considered a private offering in Switzerland and is, therefore, notsubject to registration in Switzerland.UNITED ARAB EMIRATESSecurities Law Notice. The Award is granted under the Plan only to certain employees who meet the eligibility requirements of thePlan and is in the nature of providing employee equity incentives in the United Arab Emirates. The Plan and this Agreement areintended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospectivepurchasers of the securities offered should conduct their own due diligence on the securities. If Participant does not understand thecontents of the Plan and the Agreement, Participant should consult an authorized financial adviser. The Emirates Securities andCommodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither theMinistry of Economy nor the Dubai Department of Economic Development has approved the Plan or the Agreement nor taken steps toverify the information set out herein, and has no responsibility for such documents.UNITED KINGDOMAward Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Agreement, the grantof the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.Taxes. Any reference to the withholding of Applicable Taxes, including any obligation to withhold, shall be treated as including areference to any amount of Applicable Taxes in respect of which the Company (or an Affiliate) is required to account to any taxauthority.Termination of Service. Participant has no right to compensation or damages on account of any loss in respect of an Award underthe Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of Participant’s office or employment; or(b) notice to terminate Participant’s office or employment. This exclusion of liability shall apply however termination of office oremployment, or the giving of notice, is caused, and however compensation or damages are claimed. For the purpose of the Plan, theimplied duty of trust and confidence is expressly excluded.Employer NIC. As a condition to participation in the Plan and the issuance of Shares under this Award, Participant hereby agrees toaccept all liability for and pay all secondary Class 1 National Insurance Contributions which would otherwise be payable by theCompany (or any successor or any Affiliate employing or previously employing Participant) with respect to the issuance of Sharesunder this Award or any other event giving rise to taxation under this Award (the “Employer NIC”). Participant agrees that Participantwill execute, within the time period specified by the Company, a joint election (the “Joint Electionˮ) provided by the Company andany other consent or elections required to effect the transfer of the Employer NIC. Participant further agrees to execute such other jointelections as may be required between Participant and any successor to the Company and/or Participant's employer. Participant furtheragrees that the Company and/or Participant's employer may collect the Employer NIC by any of the means set forth in the JointElection. B-8  OFFER TO AUSTRALIAN RESIDENT EMPLOYEESThis Offer Document sets out information regarding the participation of Australian resident employees of Genpact Limited (Genpactor the Company) and its Australian subsidiaries in grants of performance share awards made under the Genpact Limited 2007Omnibus Incentive Plan (Plan).Investment in securities involves a degree of risk and there is no guarantee of the future value of, or returnsfrom, securities you may acquire under the Plan. Employees who elect to participate in the Plan should considerall risk factors relevant to the acquisition of securities under the Plan as set out in this document and anyassociated documents. The information contained in this document and any associated documents is general information only. It is notadvice or information specific to your objectives, financial situation or needs. Australian employees shouldconsider obtaining their own financial product advice from an independent person who is licensed by theAustralian Securities and Investments Commission to give advice about participation in the Plan. 1.OFFER AND TERMS OF PARTICIPATIONThis Offer Document relates to an invitation by the Company to eligible employees in Australia to accept grants of performance shareawards made under the Plan. The awards will be issued at no cost to you.The terms of your participation are set out in the Plan, the Prospectus (as supplemented by the Australian Addendum), the PerformanceShare Award Agreement and this Offer Document.By accepting a grant of a performance share award, you will be bound by terms set out in the Plan, the Prospectus (as supplemented bythe Australian Addendum), the Performance Share Award Agreement and this Offer Document.2.HOW CAN I ASCERTAIN THE CURRENT MARKET PRICE OF SHARES UNDERLYING THE PERFORMANCESHARE AWARD IN AUSTRALIAN DOLLARS?You could, from time to time, ascertain the market price of a common share of the Company ("Share") by obtaining that price fromthe New York Stock Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a publishedexchange rate to convert U.S. Dollars into Australian Dollars, to determine the Australian dollar equivalent of that current market price.3.RISKS OF ACQUIRING AND HOLDING SHARESAcquiring and holding performance share awards and Shares involves risk. These risks include that: B-9  (a)There is no guarantee that Shares will grow in value - they may decline in value. Stock markets are subject tofluctuations and the price of Shares can rise and fall, depending upon the Company's performance and other internal and externalfactors.(b)There is no assurance that the Company will pay dividends even if its earnings increase.(c)There are tax implications involved in acquiring and holding performance share awards and Shares and the taxregime applying to you may change. B-10  Exhibit 10.9 GENPACT LIMITED2017 OMNIBUS INCENTIVE COMPENSATION PLANSHARE OPTION AGREEMENTTHIS SHARE OPTION AGREEMENT (the “Agreement”), dated as of _________________ (the “Date ofGrant”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the“Company”), and _________________________ (“Participant”).R E C I T A L S:WHEREAS, the Company has adopted the Genpact Limited 2017 Omnibus Incentive Compensation Plan, asamended (the “Plan”), pursuant to which options may be granted to purchase the common shares of the Company (the “Shares”); andWHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders togrant to Participant an option to purchase that number of Shares provided for herein.NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in thisAgreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, forthemselves, their successors and assigns, hereby agree as follows:1.Grant of Option. Subject to the terms and conditions of the Plan and the additional termsand conditions set forth in this Agreement, the Company hereby grants on the Date of Grant to Participant an option (the “Option”) topurchase __________ Shares (such shares, the “Option Shares”). To the extent the Option is granted to a United States taxpayer, theOption shall be treated as a Nonqualified Share Option.2.Option Subject to Plan; Requirement to Enter into Other Agreements.(a)By entering into this Agreement, Participant agrees and acknowledgesthat Participant has received and read a copy of the Plan and agrees to be bound by all the terms and provisions of the Plan and thisAgreement. (b)The Plan, as it may be amended from time to time, is herebyincorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance withthe provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in thePlan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and alldeterminations under them, and its decision shall be binding and conclusive upon Participant and his legal representative in respect ofany questions arising under the Plan or this Agreement. In the event of a conflict between any term or provision contained herein andany1  terms or provisions of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.3.Terms and Conditions.(a)Option Price. The price at which Participant shall be entitled topurchase the Option Shares upon the exercise of all or any portion of the Option shall be U.S. _______ per Option Share.(b)Expiration Date. Subject to Section 3(d) hereof, the Option shallexpire at the end of the period commencing on the Date of Grant and ending at 11:59 p.m. Eastern Standard Time on the daypreceding the tenth anniversary of the Date of Grant (the “Option Period”).(c)Exercisability of the Option.(i)[Normal] Vesting. Subject to Participant’s continuedemployment or service with the Company or an Affiliate and except as may otherwise be provided herein, the Option shall becomevested and exercisable as to fifty percent (50%) of the Option Shares on ________________, and with respect to the remaining fiftypercent (50%) of the Option Shares on ________________.(ii)[Accelerated Vesting. In the event of the terminationof Participant’s employment or service prior to full vesting of the Option (A) on account of Participant’s death or by the Company orany Affiliate on account of Disability, the Option shall become vested and exercisable on the date of such termination as to anadditional ________ percent (___%) of the Option Shares; (B) by the Company without Cause or by Participant for Good Reason(other than within twenty-four (24) months following a Change of Control), the Option shall become vested and exercisable on thedate of such termination (x) in the case of any such termination prior to ____________, with respect to that number of Option Sharesthat would have vested had Participant remained in employment or service with the Company (or an Affiliate) through __________, or(y) in the case of any such termination on or after _____________, with respect to an additional _________ percent (___%) of theOption Shares; or (C) by the Company without Cause or by Participant for Good Reason that occurs in either case prior to____________ and within twenty-four months following a Change of Control in connection with which the Option is assumed,continued or substituted, the Option shall become vested and exercisable for all the Option Shares (or other securities subject to theOption). For purposes of this Agreement, “Cause”, “Disability” and “Good Reason” shall have the meanings assigned to them in theemployment agreement between Participant and the Company dated ____________.](iii)Methods of Exercise. The Option, to the extent thatit is vested, may be exercised only in accordance with such procedures as the Company may establish for notifying the Company,either directly or through an on-line internet transaction with a brokerage firm authorized by the Company to effect such optionexercises, of the exercise of this Option for one or more Option Shares and accompanied by payment therefor in accordance withSection 3(c)(iii) hereof. 2  (iv)Payment of Purchase Price. The purchase price ofthe Option Shares and any Applicable Taxes shall be paid by Participant in full, (A) in cash (by check, wire transfer or other manneragreed by the Company), (B) by exchanging Shares owned by Participant (which are not the subject of any pledge or other securityinterest) (including by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such shares to theCompany); provided, that, such Shares have been held by Participant for at least six (6) months prior to exercise or (C) subject to suchrules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwisedeliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to such aggregate Exercise Priceand an amount equal to any Applicable Taxes, or by a combination of the foregoing; provided that the combined value of all cash andcash equivalents and the Fair Market Value of any such Shares so withheld or tendered to the Company as of the date of suchwithholding or tender is at least equal to such aggregate Exercise Price and an amount equal to any such ApplicableTaxes. Notwithstanding the foregoing, in no event shall Participant be permitted to exercise an Option in the manner described inclauses (B) or (C) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate anyapplicable law or the applicable rules and regulations of any securities exchange or inter dealer quotation system on which thesecurities of the Company or any Affiliates are listed or traded.(d)Effect of Termination of Employment on the Option.(i)Death/Disability. If Participant’s employment orservices with the Company and its Affiliates terminates on account of Participant’s death or by the Company or any Affiliate due toDisability, the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remainexercisable by Participant through the earlier of (A) the expiration of the Option Period or (B) six months following the date oftermination on account of death or Disability. (ii)Termination Other than due to Death/Disability orfor Cause. If Participant’s employment or services with the Company and its Affiliates is terminated for any reason other than onaccount of Participant’s death or by the Company or any Affiliate due to Disability or for Cause, the unvested portion of the Optionshall expire on the date of termination and the vested portion of the Option shall remain exercisable by Participant through the earlier of(A) the expiration of the Option Period or (B) ninety (90) days following such termination.(iii)Termination for Cause. If Participant’semployment or services with the Company and its Affiliates is terminated by the Company or any Affiliate for “Cause” (as definedbelow), both the unvested and the vested portions of the Option shall terminate on the date of such termination. For purposes of thisAgreement, “Cause” shall mean “Cause” as defined in any employment or consulting agreement between Participant and theCompany or an Affiliate in effect at the time of such termination or, in the absence of such an employment or consulting agreement:(A) any conviction by a court of, or entry of a pleading of guilty or nolo contendere by Participant with respect to, a felony or anylesser crime involving moral turpitude or a material element of which is fraud or dishonesty; (B) Participant’s willful dishonesty of asubstantial nature towards the Company and any of its Affiliates; (C) Participant’s use of alcohol or drugs which materially interfereswith the performance of his duties to the Company and/or its Affiliates or which materially compromises the integrity and reputation ofParticipant or the Company and/or its Affiliates; or (E) Participant’s material, knowing and intentional failure to3  comply with material applicable laws with respect to the execution of the Company’s and its Affiliates’ business operations.(iv)Determination of Termination of Employment. Forpurposes of this Agreement, Participant’s date of termination of employment shall mean the date on which Participant ceases activeemployment, and shall not be extended by any notice period, whether mandated or implied under local law. The Company shall havethe sole discretion to determine when Participant is no longer actively employed for purposes of this Agreement without reference toany other agreement, written or oral, including Participant’s contract of employment.(e)Compliance with Legal Requirements. The granting and exercising ofthe Option, and any other obligations of the Company under this Agreement shall be subject to all applicable laws, rules andregulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion,may postpone the issuance or delivery of Option Shares as the Committee may consider appropriate and may require Participant tomake such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery ofOption Shares in order to be in compliance with applicable laws, rules and regulations.(f)Transferability. The Option shall not be transferable by Participantother than by will or the laws of descent and distribution.(g)Rights as Shareholder. Participant shall not be deemed for anypurpose to be the owner of any Shares subject to the Option unless, until and to the extent that (i) the Option shall have been exercisedpursuant to its terms, (ii) the Company shall have issued and delivered to Participant the Option Shares and (iii) Participant’s name shallhave been entered as a shareholder with respect to such Option Shares on the books of the Company. (h)Required Withholding. Without limiting Section 3(c)(iii), uponexercise of the Option, Participant must pay to the Company any such additional amount as the Company determines that it is requiredto withhold, collect or account for under applicable laws in respect of the exercise of Option Shares by Participant in accordance withSection 9(d) of the Plan; provided that the Committee may, in its sole discretion, allow such withholding obligation to be satisfied byany other method described in Section 9(d) of the Plan.(i)Consents. Participant’s rights in respect of the Options are conditionedon the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary oradvisable (including, without limitation, Participant’s consenting to the Company’s supplying to any third-party recordkeeper of thePlan such personal information as the Committee deems advisable to administer the Plan).(j)Legends. The Company may affix to certificates for Shares issuedpursuant to this Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictionsto which Participant may be subject under any applicable securities laws). The Company may advise the transfer agent to place a stoporder against any legended Shares.4.Miscellaneous.4  (a)Notices. All notices, demands and other communications provided foror permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested,telecopier, courier service or personal delivery:if to the Company:Genpact LimitedCanon’s Court22 Victoria StreetHamilton HM 12BermudaAttn: Secretarywith a copy to:Genpact LLC1155 Avenue of the AmericasFourth FloorNew York, NY 10036Attn: Legal Department if to Participant, at Participant’s last known address on file with the Company;All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personallydelivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in themail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.(b)Severability. The invalidity or unenforceability of any provision ofthis Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of thisAgreement shall be severable and enforceable to the extent permitted by law.(c)No Rights to Employment. Nothing contained in this Agreement shallbe construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or itsAffiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates or Participant, which are herebyexpressly reserved by each, to terminate Participant’s employment or service at any time for any reason whatsoever, subject tocompliance with applicable law and the terms of any employment agreement.(d)Beneficiary. Participant may file with the Committee a writtendesignation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke suchdesignation. If no designated beneficiary survives Participant, the executor or administrator of Participant’s estate shall be deemed tobe Participant’s beneficiary.(e)Successors. The terms of this Agreement shall be binding upon andinure to the benefit of the Company and its successors and assigns, and of Participant and the beneficiaries, executors, administrators,heirs and successors of Participant.5  (f)Entire Agreement. This Agreement and the Plan contain the entireagreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all priorcommunications, representations and negotiations in respect thereto.(g)Modifications.(i)Subject to clause (ii) below, no change, modificationor waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.(ii)If any payments of money, delivery of Shares, othersecurities or benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A ofthe Code, such payments, delivery of Shares, other securities or benefits shall be deferred if deferral will make such payment, deliveryof shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of Shares, other securities orbenefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to Participant,that does not cause such an accelerated or additional tax.(h)Governing Law. This Agreement shall be construed and interpretedin accordance with the laws of the State of New York without regard to principles of conflicts of law thereof, or principals of conflictsof laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of NewYork. Each of Participant and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of themmay have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement orthe Plan.(i)Headings. The headings of the Sections hereof are provided forconvenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.(j)Electronic Delivery. The Company may deliver any documentsrelated to the Option, the Plan or future options that may be granted under the Plan by electronic means. Such means of electronicdelivery include, but do not necessarily include, the delivery of a link to a Company intranet or the internet site of a third party involvedin administering the Plan, the delivery of the documents via e-mail or such other means of electronic delivery specified by theCompany. Participant hereby acknowledges that Participant has read this provision and consents to the electronic delivery of thedocuments. Participant acknowledges that Participant may receive from the Company a paper copy of any documents deliveredelectronically at no cost to Participant by contacting the Company in writing or by telephone. Participant further acknowledges thatParticipant will be provided with a paper copy of any documents if the attempted electronic delivery of such documentsfails. Similarly, Participant understands that Participant must provide the Company with a paper copy of any documents if theattempted electronic delivery of such documents fails.(k)Additional Terms for Non-U.S. Participants. Notwithstandinganything to the contrary herein, Participants residing and/or working outside the United States shall be subject to the Additional Termsand Conditions for Non-U.S. Participants attached hereto as Addendum A and to any Country-Specific Terms and Conditions attachedhereto as Addendum6  B. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in whichParticipant is currently residing or working or if Participant relocates to one of the countries included in the Country-Specific Termsand Conditions after the grant of the Option, the special terms and conditions for such country will apply to Participant to the extent theCompany determines that the application of such terms and conditions is necessary or advisable in order to comply with local law orfacilitate the administration of the Plan. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms andConditions constitute part of this Agreement and are incorporated herein by reference.(l)Imposition of Other Requirements. The Company reserves the right toimpose other requirements on Participant's participation in the Plan, on the Option and on any Shares acquired under the Plan, to theextent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign anyadditional agreements or undertakings that may be necessary to accomplish the foregoing.(m)Further Assurances. Each of the Company and Participant shallexecute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions,authorizations or other actions by, or giving any notices to, or making any filings with, any governmental entity of any nation, state,city, locality or other political subdivision thereof, or any court or arbitrator (whether or not related to any governmental entity), or anyentity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government) as may bereasonably required or desirable to carry out or to perform the provisions of this Agreement.(n)Participant Acceptance. Participant must accept the terms andconditions of this Agreement electronically through the acceptance procedures established by the Company. In no event shall anyShares be issued (or other securities or property distributed) under this Agreement in the absence of such acceptance. 7  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above. GENPACT LIMITEDSignature: Title: PARTICIPANTSignature: 8  ADDENDUM A TO THE SHARE OPTION AGREEMENTTERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTSThis Addendum includes additional terms and conditions that govern the Share Option granted to Participant if Participant works orresides outside the United States.Capitalized terms used but not defined herein are defined in the Plan or the Agreement and have the meanings set forth therein.1.No Acquired Right. Participant acknowledges and agrees that:(a)The Plan is established voluntarily by the Company, the grant of options under the Planis made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at anytime. All decisions with respect to future option grants, if any, will be at the sole discretion of the Committee.(b)This Option (and any similar awards the Company may in the future grant to Participant,even if such awards are made repeatedly or regularly, and regardless of their amount), and Shares acquired under the Plan (A) arewholly discretionary and occasional, are not a term or condition of employment and do not form part of a contract of employment, orany other working arrangement, between Participant and the Company or any Affiliate; (B) do not create any contractual entitlement toreceive future awards or benefits in lieu thereof and are not intended to replace any pension rights or compensation; and (C) do notform part of normal or expected salary or remuneration for purposes of determining pension payments or any other purposes, includingwithout limitation termination indemnities, severance, resignation, payment in lieu of notice, redundancy, end of service payments,bonuses, long-term service awards, pension or retirement benefits, welfare benefits or similar payments, except as otherwise requiredby the applicable law of any governmental entity to whose jurisdiction the award is subject.(c)This Option and the Shares acquired under the Plan are not intended to replace anypension rights or compensation.(d)Participant is voluntarily participating in the Plan.(e)In the event that Participant’s employer is not the Company, the grant of this Option andany similar awards the Company may grant in the future to Participant will not be interpreted to form an employment contract orrelationship with the Company and, furthermore, the grant of this Option and any similar awards the Company may grant in the futureto Participant will not be interpreted to form an employment contract with Participant’s employer or any Affiliate.(f)The future value of the underlying Shares is unknown and cannot be predicted withcertainty. If the Option Shares do not increase in value, the Option will have no value. If Participant exercises this Option andacquires Shares, the value of the acquired Shares may increase or decrease, including below the purchase price of the Shares. TheCompany and itsA-1  Affiliate are not responsible for any foreign exchange fluctuations between the United States Dollar and Participant’s local currencythat may affect the value of this Option or the Shares.(g)Participant shall have no rights, claim or entitlement to compensation or damages as aresult of Participant’s cessation of employment for any reason whatsoever, whether or not later found to be invalid or in breach ofcontract or local labor law, insofar as these rights, claim or entitlement arise or may arise from Participant’s ceasing to have rights underor be entitled to exercise this Option as a result of such cessation or loss or diminution in value of the Option or any of the Sharespurchased through exercise of the option as a result of such cessation, and Participant irrevocably releases his or her employer, theCompany and its Affiliates, as applicable, from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing,any such right or claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Participant shallbe deemed to have irrevocably waived his or her entitlement to pursue such rights or claim.2.Data Protection. (a)In order to facilitate Participant’s participation in the Plan and the administration of the Option,it will be necessary for contractual and legal purposes for the Company (or its Affiliates or payroll administrators) to collect,hold and process certain personal information about Participant (including, without limitation, Participant’s name, homeaddress, telephone number, date of birth, nationality, social insurance or other identification number and job title and detailsof the Option and other options awarded, cancelled, exercised, vested, unvested or outstanding and Shares held byParticipant). Participant consents explicitly and unambiguously to the Company (or its Affiliates or payroll administrators)collecting, holding and processing Participant’s personal data and transferring this data (in electronic or other form) by andamong, as applicable, Participant’s employer, the Company and its Affiliates and other third parties (collectively, the “DataRecipients”) insofar as is reasonably necessary to implement, administer and manage the Plan and the Option. Participantauthorizes the Data Recipients to receive, possess, use, retain and transfer the data for the purposes of implementing,administering and managing the Plan and the Option. Participant understands that the data will be transferred toE*TRADE, or such other broker or third party as may be selected by the Company in the future which is assisting theCompany with the implementation, administration and management of the Plan. Participant understands that the DataRecipients may be located in the United States or elsewhere, and that the recipient’s country may have a lower standard ofdata privacy laws and protections than Participant’s country.(b)The Data Recipients will treat Participant’s personal data as private and confidential and willnot disclose such data for purposes other than the management and administration of the Plan and the Option and will takereasonable measures to keep Participant’s personal data private, confidential, accurate and current. Participant understandsthat the data will be held only as long as is necessary to implement, administer and manage his or her participation in thePlan.(c)Participant understands that Participant may, at any time, make a request to view his or herpersonal data, require any necessary corrections to it or withdrawA-2  the consents herein in writing by contacting the Company and that these rights are subject to legal restrictions butacknowledges that without the use of such data it may not be practicable for the Company to administer Participant’sinvolvement in the Plan in a timely fashion or at all and this may be detrimental to Participant and may result in the possibleexclusion of Participant from continued participation with respect to this Option or any future awards under the Plan. A-3 ADDENDUM B TO THE SHARE OPTION AGREEMENTCOUNTRY-SPECIFIC TERMS AND CONDITIONSThese Country-Specific Terms and Conditions include additional terms and conditions that govern the Share Option granted toParticipant under the Plan if Participant resides or works in one of the countries listed below. Capitalized terms used but not defined inthese Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein.AUSTRALIAOffer Document. The Option is granted pursuant to the Offer Document attached hereto.BRAZILCompliance with Law. By accepting the Option, Participant acknowledges and agrees to comply with applicable Brazilian laws andto pay any and all Applicable Taxes associated with the exercise of the Option, and the sale of the Shares acquired under the Plan.Labor Law Acknowledgment. By accepting the Option, Participant agrees that (i) Participant is making an investment decision, (ii)Participant may exercise the Option only if the vesting conditions are met and (iii) the value of the underlying Shares is not fixed andmay increase or decrease in value without compensation to Participant.CANADAAdditional Provisions Applicable to Participants Resident in Quebec.Data Protection: The following provision supplements the Data Protection section of Addendum A: Participant hereby authorizesthe Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional ornot, involved in the administration and operation of the Plan. Participant further authorizes the Company and the Board or Committee,to disclose and discuss the Plan with their advisors. Participant further authorizes the Company to record such information and to keepsuch information in Participant’s employee file.Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices andlegal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés etprocedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.CHINACashless Exercise. Notwithstanding anything to the contrary in the Agreement or the Plan, in accordance with the requirements of theState Administration of Foreign Exchange ("SAFE"), theB-1  Option may only be exercised through a same-day sale of all the Shares through the broker-assisted cashless exercise method inSection 3(c)(iii)(C). The net proceeds realized upon the sale of the Shares will be repatriated to China and such net proceeds (less anyApplicable Taxes required to have been withheld in connection with the exercise of the Option) shall be paid to Participant in localcurrency. Participant shall have no access to the sales proceeds until such distribution. The remittance, conversion and payment of thenet proceeds shall be made in accordance with the procedures adopted by the Company in order to comply with SAFE regulations andaccordingly, are subject to change from time to time.FRANCELanguage Waiver. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices andlegal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés etprocédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.HONG KONGSecurities Law Notification. Participant acknowledges and understands that the offer of the Option and any Shares to be issuedunder the Plan are not a public offering of securities under Hong Kong law and are available only to employees of the Company andits Affiliates.Furthermore, Participant acknowledges that the contents of the Agreement, the Plan, and other related and incidental communicationmaterials (the “Documents”) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a publicoffering of securities under the applicable securities legislation in Hong Kong, and the Documents have not been reviewed by anyregulatory authority in Hong Kong. Participant understands that the Documents are intended only for the personal use of eachparticipant and may not be distributed to any other person. Furthermore, Participant acknowledges that Participant is advised toexercise caution in relation to his or her participation in the Plan. If Participant is in any doubt as to the contents of the Prospectus, theAgreement or the Plan, Participant shall obtain independent professional advice.MEXICOLabor Law Policy and Acknowledgment for Employees of EDM S de RL de CV. In accepting the grant of the Option,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is EDM S de RL de CV, located at Ave. Hermanos Escobar#7651, Colonia Partido Escobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Based on the foregoing, Participantexpressly recognizes that the Plan and the benefits that Participant may derive from participating in the Plan do not establish anyobligations by Participant’s employer, EDM S de RLB-2  de CV towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de EDM S de RL de CV. Al aceptar elotorgamiento de la opción para la adquisición de acciones, expresamente reconozco que Genpact Limited, con oficinas ubicadas enCanon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que miparticipación en el Plan y la adquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vezque mi participación en el Plan es meramente comercial y mi único Patrón lo es EDM S de RL de CV, ubicado en Ave. HermanosEscobar #7651, Colonia Partido Escobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Derivado de lo anterior,expresamente reconozco que el Plan y los beneficios que pudieran derivar de mi participación en el Plan no generan obligación algunade mi Patrón EDM S de RL de CV hacia el suscrito, no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por miPatrón y cualquier modificación del Plan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones de mirelación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact Services LLC. In accepting the grant of the Option,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis andB-3  Participant’s sole employer is Genpact Services LLC, located at Ave. Lerdo NTE #251, Colonia Centro, zip code 32000, CiudadJuarez, Chihuahua, Mexico. Based on the foregoing, Participant expressly recognizes that the Plan and the benefits that Participantmay derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact Services LLC towardsParticipant, do not form part of the employment conditions and/or benefits provided by the employer, and any modification of the Planor their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact Services LLC. Al aceptar elotorgamiento de la opción para la adquisición de acciones, expresamente reconozco que Genpact Limited, con oficinas ubicadas enCanon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que miparticipación en el Plan y la adquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vezque mi participación en el Plan es meramente comercial y mi único Patrón lo es Genpact Services LLC, ubicado en Ave. Lerdo NTE#251, Colonia Centro, zip code 32000, Ciudad Juarez, Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que elPlan y los beneficios que pudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact ServicesLLC hacia el suscrito, no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificacióndel Plan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) I LLC. In accepting the grant of the Option,Participant expressly recognizes that Genpact Limited, withB-4  registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda, is solely responsible for the administration of thePlan and that Participant’s participation in the Plan and acquisition of Shares do not constitute an employment relationship betweenGenpact Limited and Participant since Participant is participating in the Plan on a wholly commercial basis and Participant’s soleemployer is Genpact (Mexico) I LLC, located at 1155 Avenue of the Americas, 4th Floor, New York, NY 10036. Based on theforegoing, Participant expressly recognizes that the Plan and the benefits that Participant may derive from participating in the Plan donot establish any obligations by Participant’s employer, Genpact (Mexico) I LLC towards Participant, do not form part of theemployment conditions and/or benefits provided by the employer, and any modification of the Plan or their termination shall have noeffect on, nor constitute a change or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) I LLC. Al aceptar elotorgamiento de la opción para la adquisición de acciones, expresamente reconozco que Genpact Limited, con oficinas ubicadas enCanon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que miparticipación en el Plan y la adquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vezque mi participación en el Plan es meramente comercial y mi único Patrón lo es Genpact (Mexico) I LLC, ubicado en 1155 Avenue ofthe Americas, 4th Floor, New York, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios quepudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) I LLC hacia el suscrito,no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o suterminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited,B-5  sus afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación acualquier demanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) II LLC. In accepting the grant of the Option,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) II LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact (Mexico)II LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) II LLC. Al aceptar elotorgamiento de la opción para la adquisición de acciones, expresamente reconozco que Genpact Limited, con oficinas ubicadas enCanon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que miparticipación en el Plan y la adquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vezque mi participación en el Plan es meramente comercial y mi único Patrón lo es Genpact (Mexico) II LLC, ubicado en 1155 Avenue ofthe Americas, 4th Floor, New York, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios quepudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) II LLC hacia el suscrito,no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o suterminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.B-6  Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.PORTUGALConsent to Receive Information in English. Participant hereby expressly declares that Participant has fully knowledge of theEnglish language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan andAgreement.Conhecimento da Lingua. Por meio do presente, eu declaro expressamente que tem pleno conhecimento da lingua inglesa e que li,compreendi e livremente aceitei e concordei com os termos e condiҫões estabelecidas no Plano e no Acordo.SINGAPORESecurities Law Notice. The Option is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of theSingapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectuswith the Monetary Authority of Singapore. Participant should note that such grant is subject to section 257 of the SFA and Participantwill not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares unless such sale or offerin Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.Chief Executive Officer, Director Notification Requirement. If Participant is the Chief Executive Officer, a director, associatedirector or shadow director of a Singapore Affiliate of the Company, Participant is subject to certain notification requirements under theSingapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate of the Company in writingwhen Participant receives an interest (e.g., the Option or Shares) in the Company or any Affiliate. In addition, Participant must notifythe Singaporean Affiliate when Participant sells Shares or shares of any other Affiliate of the Company (including when Participantsells Shares acquired under the Option). These notifications must be made within two (2) days of acquiring or disposing of an interestin the Company or any Affiliate. In addition, within two (2) days of becoming the Chief Executive Officer, a director, associatedirector or shadow director, Participant must notify the Singaporean Affiliate of any interest Participant may have in the Company orany Affiliate. Participant is advised to seek appropriate professional advice as to Participant’s reporting obligations under theSingapore Companies Act.SPAINNature of Grant. This provision supplements Section 1 of Addendum A to the Agreement titled “No Acquired Rightsˮ:In accepting the Option, Participant consents to participate in the Plan and acknowledges that Participant has received a copy of thePlan.B-7  Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant share options under the Planto individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limited decision that isentered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or anAffiliate. Consequently, Participant understands that the Option is granted on the assumption and condition that the Option and anyShares issued are not part of any employment contract (either with the Company or any Affiliate) and shall not be considered amandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participantunderstands that Participant will not be entitled to continue vesting in the Option after termination of Participant’s service. In addition,Participant understands that the Option would not be granted to Participant but for the assumptions and conditions referred to herein;thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditionsnot be met for any reason, then the grant of the Option and any right to the Option shall be null and void.Further, the vesting of the Option is expressly conditioned on Participant’s continued service, such that upon termination ofParticipant’s service for any reason whatsoever, the Option may cease vesting immediately, in whole or in part, effective on the date oftermination of Participant’s service (as determined by the Agreement). This will be the case, for example, even if (1) Participant isdismissed for disciplinary or objective reasons; or (2) Participant’s termination of service is due to a unilateral breach of contract by theCompany or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participantmay automatically lose any rights to the Option to the extent not vested on the date of Participant’s termination of service, as describedin the Plan and the Agreement.SWITZERLANDSecurities Law Notice. The grant of this Option under the Plan is considered a private offering in Switzerland and is, therefore, notsubject to registration in Switzerland.UNITED ARAB EMIRATESSecurities Law Notice. The Option is granted under the Plan only to certain employees who meet the eligibility requirements of thePlan and is in the nature of providing employee equity incentives in the United Arab Emirates. The Plan and this Agreement areintended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospectivepurchasers of the securities offered should conduct their own due diligence on the securities. If Participant does not understand thecontents of the Plan and the Agreement, Participant should consult an authorized financial adviser. The Emirates Securities andCommodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither theMinistry of Economy nor the Dubai Department of Economic Development has approved the Plan or the Agreement nor taken steps toverify the information set out herein, and has no responsibility for such documents.UNITED KINGDOMB-8  Taxes. Any reference to the withholding of Applicable Taxes, including any obligation to withhold, shall be treated as including areference to any amount of Applicable Taxes in respect of which the Company (or an Affiliate) is required to account to any taxauthority.Termination of Service. Participant has no right to compensation or damages on account of any loss in respect of an Option underthe Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of Participant’s office or employment; or(b) notice to terminate Participant’s office or employment. This exclusion of liability shall apply however termination of office oremployment, or the giving of notice, is caused, and however compensation or damages are claimed. For the purpose of the Plan, theimplied duty of trust and confidence is expressly excluded.Employer NIC. As a condition to participation in the Plan and the exercise of the Option, Participant hereby agrees to accept allliability for and pay all secondary Class 1 National Insurance Contributions which would otherwise be payable by the Company (orany successor or any Affiliate employing or previously employing Participant) with respect to the exercise of the Option or any otherevent giving rise to taxation under this Option (the “Employer NIC”). Participant agrees that Participant will execute, within the timeperiod specified by the Company, a joint election (the “Joint Electionˮ) provided by the Company and any other consent or electionsrequired to effect the transfer of the Employer NIC. Participant further agrees to execute such other joint elections as may be requiredbetween Participant and any successor to the Company and/or Participant's employer. Participant further agrees that the Companyand/or Participant's employer may collect the Employer NIC by any of the means set forth in the Joint Election. B-9  OFFER TO AUSTRALIAN RESIDENT EMPLOYEESThis Offer Document sets out information regarding the participation of Australian resident employees of Genpact Limited (Genpactor the Company) and its Australian subsidiaries in grants of options made under the Genpact Limited 2017 Omnibus Incentive Plan(Plan).Investment in securities involves a degree of risk and there is no guarantee of the future value of, or returns from,securities you may acquire under the Plan. Employees who elect to participate in the Plan should consider all riskfactors relevant to the acquisition of securities under the Plan as set out in this document and any associateddocuments. The information contained in this document and any associated documents is general information only. It is not adviceor information specific to your objectives, financial situation or needs. Australian employees should consider obtainingtheir own financial product advice from an independent person who is licensed by the Australian Securities andInvestments Commission to give advice about participation in the Plan. 1.OFFER AND TERMS OF PARTICIPATIONThis Offer Document relates to an invitation by the Company to eligible employees in Australia to accept grants of share options madeunder the Plan. No acquisition price is payable by you for the Company to grant you the option.The terms of your participation are set out in the Plan, the Prospectus, the Share Option Agreement and this Offer Document.By accepting a grant of a share option, you will be bound by terms set out in the Plan, the Prospectus, the Share Option Agreementand this Offer Document.2.HOW CAN I ASCERTAIN THE CURRENT MARKET PRICE OF SHARES UNDERLYING THE SHARE OPTIONAUSTRALIAN DOLLARS?You could, from time to time, ascertain the market price of a common share of the Company ("Share") by obtaining that price fromthe New York Stock Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a publishedexchange rate to convert U.S. Dollars into Australian Dollars, to determine the Australian dollar equivalent of that current market price.B-10  3.RISKS OF ACQUIRING AND HOLDING SHARESAcquiring and holding share options and Shares involves risk. These risks include that:(a)There is no guarantee that Shares will grow in value - they may decline in value. Stock markets are subject tofluctuations and the price of Shares can rise and fall, depending upon the Company's performance and other internal and externalfactors.(b)There is no assurance that the Company will pay dividends even if its earnings increase.(c)There are tax implications involved in acquiring and holding share options and Shares and the tax regime applyingto you may change.B-11 Exhibit 10.10GENPACT LIMITED2017 OMNIBUS INCENTIVE COMPENSATION PLANRESTRICTED SHARE UNIT ISSUANCE AGREEMENTTHIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of _______ (the“Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the“Company”) and _______________ (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shallhave the meanings assigned to them in the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the “Plan”).RECITALS:WHEREAS, the Company has adopted the Plan for the purpose of promoting the interests of the Company and itsshareholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals toparticipate in the long-term growth and financial success of the Company.WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders togrant to Participant restricted share units under the Plan as provided for herein.NOW, THEREFORE, for and in consideration of the premises and covenants of the parties contained in thisAgreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, forthemselves, their successors and assigns, hereby agree as follows:1.Grant of Restricted Share Units. The Company hereby awards to Participant, as of the Award Date, anaward (the “Award”) of restricted share units under the Plan. Each restricted share unit represents the right to receive one CommonShare on the vesting date of that unit. The number of Common Shares subject to the awarded restricted share units, the applicablevesting schedule for the restricted share units and the underlying shares, the dates on which those vested shares shall be issued toParticipant and the remaining terms and conditions governing the Award shall be as set forth in this Agreement.Number of SharesSubject to Award:______ Common Shares (the “Shares”)Vesting Schedule:Participant shall vest with respect to ____ percent (__%) of the Shares on each of the first ___anniversaries of the Award Date, provided that Participant remains in employment or service with theCompany (or an Affiliate) on each such vesting date.Issuance Dates:Each Share in which Participant vests in accordance with the foregoing Vesting Schedule shall beissued on the date (the “Issuance Date”) on which that Share so vests or as soon thereafter asadministratively practicable, but in no event later than the close of the calendar year in which such Issuance Date occurs or (if later) thefifteenth (15th) day of the third calendar month following such Issuance Date. The issuance of theShares shall be subject to the Company’s collection of any Applicable Taxes in accordance with theprocedures set forth in Paragraph 5 of this Agreement.2.Limited Transferability. Prior to actual receipt of the Shares which vest and become issuable hereunder,Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but whichotherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or thelaws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may make such a beneficiarydesignation at any time by filing the appropriate form with the Compensation Committee or its designee.3.Cessation of Employment.(a)Except as otherwise provided in this Paragraph 3 or in Participant’s employmentagreement, should Participant cease employment or service for any reason prior to vesting in one or more Shares subject to this Award,then the Award shall be immediately canceled with respect to those unvested Shares, and the number of restricted share units will bereduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those canceledunits. For purposes of this Agreement, Participant’s date of termination of employment shall mean the date on which Participant ceasesactive employment, and shall not be extended by any notice period, whether mandated or implied under local law. The Company shallhave the sole discretion to determine when Participant is no longer actively employed for purposes of this Agreement without referenceto any other agreement, written or oral, including Participant’s contract of employment.4.Change of Control. Should a Change of Control be effected at a time when this Award is outstanding withrespect to the Shares, then all the Shares subject to this Award shall be converted into the right to receive for each such Share the sameconsideration per Common Share payable to the other holders of such Common Shares in consummation of the Change of Control,and such consideration, to the extent vested at the time of the Change of Control in accordance with the Vesting Schedule of thisAgreement and the Plan, shall be subsequently distributed on the Issuance Date or (if applicable) pursuant to the issuance provisions ofParagraph 2 above. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwisechange its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business orassets.5.Issuance of Common Shares.(a)On the Issuance Date or as soon thereafter as practicable, the Company shall issue to oron behalf of Participant a certificate (which may be in electronic form) for the number of Common Shares underlying the restrictedshare units which vest under the Award on such date, subject, however, to the Company’s collection of any Applicable Taxes.2 (b)Any Applicable Taxes required to be withheld with respect to the issuance of the vestedShares shall be paid through an automatic Share withholding procedure pursuant to which the Company will withhold, at the time ofsuch issuance, a portion of the Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of those taxes;provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Company’srequired withholding obligations using the minimum statutory withholding rates. Notwithstanding the foregoing, the Company may, inits sole discretion, require that such Applicable Taxes be paid through Participant’s delivery of his or her separate check payable to theCompany in the amount of such taxes.(c)In no event will any fractional shares be issued.(d)The holder of this Award shall not have any shareholder rights, including voting ordividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares followingtheir actual issuance after the satisfaction of the Applicable Taxes.6.Sections 409A and 457A.(a)It is the intention of the parties that the provisions of this Agreement shall, to themaximum extent permissible, comply with the requirements of the short-term deferral exceptions of Section 409A of the Code and theTreasury Regulations issued thereunder and Section 457A of the Code and any guidance with respect to Code Section 457A,including but not limited to Notice 2009-8. Accordingly, to the extent there is any ambiguity as to whether one or more provisions ofthis Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A applicableto such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner that does not result in aviolation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457Aand any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions.(b)Notwithstanding any provision to the contrary in this Agreement, to the extent thisAward may be deemed to create a deferred compensation arrangement under Code Section 409A, then Shares or other amounts whichbecome issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shallactually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date ofParticipant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date ofParticipant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee underSection 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordancewith consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayedcommencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Sharesor other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the dateof Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receivesproof of Participant’s death.3 7.Compliance with Laws and Regulations. The issuance of Shares pursuant to the Award shall be subject tocompliance by the Company and Participant with all applicable laws, rules and regulations and to such approvals by any regulatory orgovernmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares asthe Committee may consider appropriate and may require Participant to make such representations and furnish such information as itmay consider appropriate in connection with the issuance or delivery of Shares in order to be in compliance with applicable laws, rulesand regulations.8.Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of thisAgreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant andParticipant’s assigns, beneficiaries, executors, administrators, heirs and successors.9.Notices. All notices, demands and other communications provided for or permitted hereunder shall bemade in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personaldelivery:if to the Company:Genpact LimitedCanon’s Court22 Victoria StreetHamilton HM 12BermudaAttn: Secretary with a copy to:Genpact LLC1155 Avenue of the AmericasFourth FloorNew York, NY 10036Attn: Legal Departmentif to Participant, at Participant’s last known address on file with the Company;All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personallydelivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in themail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.10.Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to thePlan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Committee with respect to any questionor issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.4 11.Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of theState of New York without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdictionwhich could cause the application of the laws of any jurisdiction other than the State of New York. Each Participant and the Companyhereby waive, to the fullest extent permitted by applicable law, any right either of them may have to a trial by jury in respect to anylitigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.12.Employment at Will. Nothing in this Agreement or in the Plan shall confer upon Participant any right toremain in employment or service for any period of specific duration or interfere with or otherwise restrict in any way the rights of theCompany (or any Affiliate employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, toterminate Participant’s employment or service at any time for any reason, with or without cause, subject to compliance with applicablelaw and the terms of any employment agreement between Participant and the Company (or any Affiliate employing or retainingParticipant).13.Electronic Delivery. The Company may deliver any documents related to the Award, the Plan or futureawards that may be granted under the Plan by electronic means. Such means of electronic delivery include, but do not necessarilyinclude, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the deliveryof the documents via e-mail or such other means of electronic delivery specified by the Company. Participant hereby acknowledgesthat Participant has read this provision and consents to the electronic delivery of the documents. Participant acknowledges thatParticipant may receive from the Company a paper copy of any documents delivered electronically at no cost to Participant bycontacting the Company in writing or by telephone. Participant further acknowledges that Participant will be provided with a papercopy of any documents if the attempted electronic delivery of such documents fails. Similarly, Participant understands that Participantmust provide the Company with a paper copy of any documents if the attempted electronic delivery of such documents fails.14.Additional Terms for Non-U.S. Participants. Notwithstanding anything to the contrary herein,Participants residing and/or working outside the United States shall be subject to the Additional Terms and Conditions for Non-U.S.Participants attached hereto as Addendum A and to any Country-Specific Terms and Conditions attached hereto as Addendum B. IfParticipant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which Participantis currently residing or working or if Participant relocates to one of the countries included in the Country-Specific Terms andConditions after the grant of the Award, the special terms and conditions for such country will apply to Participant to the extent theCompany determines that the application of such terms and conditions is necessary or advisable in order to comply with local law orfacilitate the administration of the Plan. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms andConditions constitute part of this Agreement and are incorporated herein by reference.15.Imposition of Other Requirements. The Company reserves the right to impose other requirements onParticipant's participation in the Plan, on the restricted share units and on any Shares acquired under the Plan, to the extent theCompany determines it is necessary or5 advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may benecessary to accomplish the foregoing.16.Participant Acceptance. Participant must accept the terms and conditions of this Agreement electronicallythrough the acceptance procedures established by the Company. In no event shall any Shares be issued (or other securities or propertydistributed) under this Agreement in the absence of such acceptance. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above. GENPACT LIMITEDSignature: Title: PARTICIPANTSignature: 7  ADDENDUM A TO THE RESTRICTED SHARE UNIT ISSUANCE AGREEMENTTERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTSThis Addendum includes additional terms and conditions that govern the Restricted Share Unit Award granted to Participant ifParticipant works or resides outside the United States.Capitalized terms used but not defined herein are defined in the Plan or the Agreement and have the meanings set forth therein.1.No Acquired Right. Participant acknowledges and agrees that:(a)The Plan is established voluntarily by the Company, the grant of awards under the Planis made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at anytime. All decisions with respect to future awards, if any, will be at the sole discretion of the Committee.(b)This Award (and any similar awards the Company may in the future grant to Participant,even if such awards are made repeatedly or regularly, and regardless of their amount) and Shares acquired under the Plan, (A) arewholly discretionary and occasional, are not a term or condition of employment and do not form part of a contract of employment, orany other working arrangement, between Participant and the Company or any Affiliate; (B) do not create any contractual entitlement toreceive future awards or benefits in lieu thereof; and (C) do not form part of salary or remuneration for purposes of determiningpension payments or any other purposes, including without limitation termination indemnities, severance, resignation, payment in lieuof notice, redundancy, end of service payments, bonuses, long-term service awards, pension or retirement benefits, welfare benefits orsimilar payments, except as otherwise required by the applicable law of any governmental entity to whose jurisdiction the award issubject.(c)This Award and the Shares acquired under the Plan are not intended to replace anypension rights or compensation.(d)Participant is voluntarily participating in the Plan.(e)In the event that Participant’s employer is not the Company, the grant of this Award andany similar awards the Company may grant in the future to Participant will not be interpreted to form an employment contract orrelationship with the Company and, furthermore, the grant of this Award and any similar awards the Company may grant in the futureto Participant will not be interpreted to form an employment contract with Participant’s employer or any Affiliate.(f)The future value of the underlying Shares is unknown and cannot be predicted withcertainty. Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s localcurrency and the United States Dollar that may affect the value of the Award or the Shares.A-1 (g)Participant shall have no rights, claim or entitlement to compensation or damages as aresult of Participant’s cessation of employment for any reason whatsoever, whether or not later found to be invalid or in breach ofcontract or local labor law, insofar as these rights, claim or entitlement arise or may arise from Participant’s ceasing to have rights underthis Award as a result of such cessation or loss or diminution in value of the Award or any of the Shares issuable under this Award as aresult of such cessation, and Participant irrevocably releases his or her employer, the Company and its Affiliates, as applicable, fromany such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court ofcompetent jurisdiction to have arisen, then, by signing this Agreement, Participant shall be deemed to have irrevocably waived his orher entitlement to pursue such rights or claim.2.Data Protection.(a)In order to facilitate Participant’s participation in the Plan and the administrationof the Award, it will be necessary for contractual and legal purposes for the Company (or its Affiliates or payrolladministrators) to collect, hold and process certain personal information and sensitive personal information about Participant(including, without limitation, Participant’s name, home address, telephone number, date of birth, nationality, socialinsurance or other identification number and job title and details of the Award and other awards granted, cancelled,exercised, vested, unvested or outstanding and Shares held by Participant). Participant consents explicitly, willingly, andunambiguously to the Company (or its Affiliates or payroll administrators) collecting, holding and processing Participant’spersonal data and transferring this data (in electronic or other form) by and among, as applicable, Participant’s employer, theCompany and its Affiliates and other third parties (collectively, the “Data Recipients”) insofar as is reasonably necessary toimplement, administer and manage the Plan and the Award. Participant authorizes the Data Recipients to receive, possess,use, retain and transfer the data for the purposes of implementing, administering and managing the Plan and theAward. Participant understands that the data will be transferred to E*TRADE, or such other broker or third party as maybe selected by the Company in the future which is assisting the Company with the implementation, administration andmanagement of the Plan. Participant understands that the Data Recipients may be located in the United States or elsewhere,and that the recipient’s country may have a lower standard of data privacy laws and protections than Participant’s country.(b)The Data Recipients will treat Participant’s personal data as private andconfidential and will not disclose such data for purposes other than the management and administration of the Plan and theAward and will take reasonable measures to keep Participant’s personal data private, confidential, accurate andcurrent. Participant understands that the data will be held only as long as is necessary to implement, administer and managehis or her participation in the Plan.(c)Participant understands that Participant may, at any time, make a request to viewhis or her personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting theCompany and that these rights are subject to legal restrictions but acknowledges that without the use of such data it may notbe practicable for the Company to administer Participant’s involvement in the Plan in a timelyA-2 fashion or at all and this may be detrimental to Participant and may result in the possible exclusion of Participant fromcontinued participation with respect to this Award or any future awards under the Plan.3.Responsibility for Taxes. This provision supplements Paragraph 5(b) of the Agreement. Participantacknowledges that regardless of any action the Company (or any Affiliate employing or retaining Participant) takes with respect to anyor all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by Participant is and remains Participant’sresponsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of anyApplicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the Award, and thesubsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of theAward to reduce or eliminate Participant’s liability for Applicable Taxes. Further, if Participant is subject to taxation in more than onejurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Participantacknowledges that the Company and/or Participant's employer (or former employer, as applicable) may be required to withhold oraccount for Applicable Taxes in more than one jurisdiction. A-3  ADDENDUM B TO THE RESTRICTED SHARE UNIT ISSUANCE AGREEMENTCOUNTRY-SPECIFIC TERMS AND CONDITIONSThese Country-Specific Terms and Conditions include additional terms and conditions that govern the Restricted Share Unit Awardgranted to Participant under the Plan if Participant resides or works in one of the countries listed below. Capitalized terms used but notdefined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forththerein.AUSTRALIAOffer Document. The Award is granted pursuant to the Offer Document attached hereto.BRAZILCompliance with Law. By accepting the Award, Participant acknowledges and agrees to comply with applicable Brazilian laws andto pay any and all Applicable Taxes associated with the vesting of the Award, and the sale of the Shares acquired under the Plan.Labor Law Acknowledgment. By accepting the Award, Participant agrees that (i) Participant is making an investment decision, (ii)Shares will be issued to Participant only if the vesting conditions are met and (iii) the value of the underlying Shares is not fixed andmay increase or decrease in value over the vesting period without compensation to Participant.CANADAAward Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Agreement, the grantof the Award does not provide you any right to receive a cash payment and the Award may be settled only in Shares.Additional Provisions Applicable to Participants Resident in Quebec.Data Protection: The following provision supplements the Data Protection section of Addendum A: Participant herebyauthorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel,professional or not, involved in the administration and operation of the Plan. Participant further authorizes the Company and the Boardor Committee, to disclose and discuss the Plan with their advisors. Participant further authorizes the Company to record suchinformation and to keep such information in Participant’s employee file.Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents,notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up inEnglish.Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avisdonnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.B-1 CHINAImmediate Sale of Shares. Notwithstanding anything to the contrary in the Agreement or the Plan, in accordance with therequirements of the State Administration of Foreign Exchange (“SAFE”), the Shares issued following vesting of the Award must besold immediately through the Company’s designated broker. Participant’s acceptance of the Award shall constitute Participant’sauthorization to the brokerage firm to effect such sale. Such sale may be effected through block sales over a period of one or moretrading days following the issuance of the shares. Neither the brokerage firm nor the Company will guarantee the sale price for anysuch sale and Participant shall be solely responsible for fluctuations in the value of the Shares until sale. This Agreement shall bedeemed to be a 10b5-1 plan under the Exchange Act. The net proceeds realized upon the sale of the Shares will be repatriated toChina and such net proceeds (less any Applicable Taxes required to have been withheld in connection with the Award) shall be paid toParticipant in local currency. Participant shall have no access to the sales proceeds until such distribution. The remittance, conversionand payment of the net proceeds shall be made in accordance with the procedures adopted by the Company in order to comply withSAFE regulations and accordingly, are subject to change from time to time.FRANCELanguage Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices andlegal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés etprocédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.HONG KONGSecurities Law Notification. Participant acknowledges and understands that the offer of the Award and any Shares to be issuedunder the Plan are not a public offering of securities under Hong Kong law and are available only to employees of the Company andits Affiliates.Furthermore, Participant acknowledges that the contents of the Agreement, the Plan and other related and incidental communicationmaterials (the “Documents”) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a publicoffering of securities under the applicable securities legislation in Hong Kong, and the Documents have not been reviewed by anyregulatory authority in Hong Kong. Participant understands that the Documents are intended only for the personal use of eachparticipant and may not be distributed to any other person. Furthermore, Participant acknowledges that Participant is advised toexercise caution in relation to his or her participation in the Plan. If Participant is in any doubt as to the contents of the Prospectus, theAgreement or the Plan, Participant shall obtain independent professional advice.B-2 ISRAELAdditional Terms and Conditions. The Award is granted pursuant to the Genpact Appendix – Israel Taxpayers to the 2017Omnibus Incentive Plan (the “Israel Appendix”) and is subject to the terms and conditions stated in the Israel Appendix, the Plan, theAgreement, including this Addendum B. By accepting the Award, Participant acknowledges and agrees to be bound by the terms ofthe Israel Appendix. The Israel Appendix is incorporated herein by reference and references to the Plan shall include the IsraelAppendix. The Award is intended to qualify for the tax treatment as a 102 Capital Gains Track Grant under Section 102 of the Israeli Income TaxOrdinance (New Version) 1961 (“Section 102”). Participant hereby acknowledges and agrees as follows: (a)Participant understands the provisions of Section 102 and the applicable tax track of this grant. (b)Participant agrees to the terms and conditions of the trust agreement between the Company and the trustee (the“Trustee”) designated by the Company to serve as the supervising trustee as approved by the Israeli Tax Authority(the “ITA”) in accordance with the provisions of Section 102. (c)Participant understands that the Shares will be registered on the name of the Trustee for the benefit ofParticipant. Subject to the provisions of Section 102, Participant confirms that Participant shall not sell nor transferthe Award or the Shares from the Trustee until the end of the Required Holding Period. For purposes of theAward, “Required Holding Period” means the requisite period prescribed by Section 102 or such other period asmay be required by the ITA, with respect to 102 Trustee Grants, during which Awards granted by the Companyor Shares underlying such Awards must be held by the Trustee for the benefit of the person to whom it wasgranted. (e)If Participant sells or withdraws the Shares from the Trustee before the end of the Required Holding Period(“Violation”), either (A) Participant shall reimburse the Company within three (3) days of its demand for theemployer portion of the payment by the Company to the National Insurance Institute plus linkage and interest inaccordance with the law, as well as any other expense that the Company shall bear as a result of the said Violationor (B) Participant agrees that the Company may, in its sole discretion, deduct such amounts directly from anyamounts to be paid to the Participant as a result of his or her disposition of the Shares. (f)Participant understands that this grant is conditioned upon the receipt of all required approvals from the ITA. (g)All tax consequences under any applicable law which may arise from the grant of the Award, from the holding orsale of the Shares by or on behalf of Participant, shall be borne solely by Participant. Participant shall indemnifythe CompanyB-3  and/or Affiliate and/or Trustee, as the case may be, and hold them harmless, against and from any liability for anysuch tax or any penalty, interest or indexing.MEXICOLabor Law Policy and Acknowledgment for Employees of EDM S de RL de CV. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is EDM S de RL de CV, located at Ave. Hermanos Escobar#7651, Colonia Partido Escobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Based on the foregoing, Participantexpressly recognizes that the Plan and the benefits that Participant may derive from participating in the Plan do not establish anyobligations by Participant’s employer, EDM S de RL de CV towards Participant, do not form part of the employment conditionsand/or benefits provided by the employer, and any modification of the Plan or their termination shall have no effect on, nor constitute achange or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de EDM S de RL de CV Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es EDM S de RL de CV, ubicado en Ave. Hermanos Escobar #7651, Colonia PartidoEscobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que el Plany los beneficios que pudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón EDM S de RL de CVhacia el suscrito, no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación delPlan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absolutoB-4 de modificar y/o descontinuar mi participación en cualquier tiempo sin ninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact Services LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact Services LLC, located at Ave. Lerdo NTE #251,Colonia Centro, zip code 32000, Ciudad Juarez, Chihuahua, Mexico. Based on the foregoing, Participant expressly recognizes thatthe Plan and the benefits that Participant may derive from participating in the Plan do not establish any obligations by Participant’semployer, Genpact Services LLC towards Participant, do not form part of the employment conditions and/or benefits provided by theemployer, and any modification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, theterms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact Services LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact Services LLC, ubicado en Ave. Lerdo NTE #251, Colonia Centro, zip code32000, Ciudad Juarez, Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios quepudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact Services LLC hacia el suscrito, noforman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminaciónno constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.B-5 Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) I LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) I LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact (Mexico)I LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) I LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact (Mexico) I LLC, ubicado en 1155 Avenue of the Americas, 4th Floor, NewYork, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de miparticipación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) I LLC hacia el suscrito, no forman parte de lascondiciones de trabajo y/o prestacionesB-6 otorgadas por mi Patrón y cualquier modificación del Plan o su terminación no constituirá un cambio o menoscabo de los términos ycondiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) II LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) II LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact (Mexico)II LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) II LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact (Mexico) II LLC, ubicado en 1155 Avenue of the Americas, 4th Floor, NewYork, NYB-7 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de mi participación en elPlan no generan obligación alguna de mi Patrón Genpact (Mexico) II LLC hacia el suscrito, no forman parte de las condiciones detrabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminación no constituirá un cambio omenoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.PORTUGALConsent to Receive Information in English. Participant hereby expressly declares that Participant has fully knowledge of theEnglish language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan andAgreement.Conhecimento da Lingua. Por meio do presente, eu declaro expressamente que tem pleno conhecimento da lingua inglesa e que li,compreendi e livremente aceitei e concordei com os termos e condiҫões estabelecidas no Plano e no Acordo.SINGAPORESecurities Law Notice. The Award is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of theSingapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectuswith the Monetary Authority of Singapore. Participant should note that such grant is subject to section 257 of the SFA and Participantwill not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Awardunless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other thansection 280) of the SFA.Chief Executive Officer, Director Notification Requirement. If Participant is the Chief Executive Officer, a director, associatedirector or shadow director of a Singapore Affiliate of the Company, Participant is subject to certain notification requirements under theSingapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate of the Company in writingwhen Participant receives an interest (e.g., the Award or Shares) in the Company or any Affiliate. In addition, Participant must notifythe Singaporean Affiliate when Participant sells Shares or shares of any other Affiliate (including when Participant sells Sharesacquired under the Award). These notifications must be made within two (2) days of acquiring or disposing of an interest in theCompany or any Affiliate. In addition, within two (2) days ofB-8 becoming the Chief Executive Officer, a director, associate director or shadow director, Participant must notify the SingaporeanAffiliate of any interest Participant may have in the Company or any Affiliate. Participant is advised to seek appropriate professionaladvice as to Participant’s reporting obligations under the Singapore Companies Act.SPAINNature of Grant. This provision supplements Section 1 of Addendum A to the Agreement titled “No Acquired Rightsˮ:In accepting the Award, Participant consents to participate in the Plan and acknowledges that Participant has received a copy of thePlan.Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant performance share awardsunder the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limiteddecision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind theCompany or an Affiliate. Consequently, Participant understands that the Award is granted on the assumption and condition that theAward and any Shares issued are not part of any employment contract (either with the Company or any Affiliate) and shall not beconsidered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further,Participant understands that Participant will not be entitled to continue vesting in the Award after termination of Participant’sservice. In addition, Participant understands that the Award would not be granted to Participant but for the assumptions and conditionsreferred to herein; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or shouldany of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void.Further, the vesting of the Award is expressly conditioned on Participant’s continued service, such that upon termination ofParticipant’s service for any reason whatsoever, the Award may cease vesting immediately, in whole or in part, effective on the date oftermination of Participant’s service (as determined by the Agreement). This will be the case, for example, even if (1) Participant isdismissed for disciplinary or objective reasons; or (2) Participant’s termination of service is due to a unilateral breach of contract by theCompany or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participantmay automatically lose any rights to the Award to the extent not vested on the date of Participant’s termination of service, as describedin the Plan and the Agreement.SWITZERLANDSecurities Law Notice. The grant of this Award under the Plan is considered a private offering in Switzerland and is, therefore, notsubject to registration in Switzerland.UNITED ARAB EMIRATESSecurities Law Notice. The Award is granted under the Plan only to certain employees who meet the eligibility requirements of thePlan and is in the nature of providing employee equity incentives in the United Arab Emirates. The Plan and this Agreement areintended for distribution only toB-9 such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered shouldconduct their own due diligence on the securities. If Participant does not understand the contents of the Plan and the Agreement,Participant should consult an authorized financial adviser. The Emirates Securities and Commodities Authority has no responsibilityfor reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department ofEconomic Development has approved the Plan or the Agreement nor taken steps to verify the information set out herein, and has noresponsibility for such documents.UNITED KINGDOMAward Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Agreement, the grantof the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.Taxes. Any reference to the withholding of Applicable Taxes, including any obligation to withhold, shall be treated as including areference to any amount of Applicable Taxes in respect of which the Company (or an Affiliate) is required to account to any taxauthority.Termination of Service. Participant has no right to compensation or damages on account of any loss in respect of an Award underthe Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of Participant’s office or employment; or(b) notice to terminate Participant’s office or employment. This exclusion of liability shall apply however termination of office oremployment, or the giving of notice, is caused, and however compensation or damages are claimed. For the purpose of the Plan, theimplied duty of trust and confidence is expressly excluded.Employer NIC. As a condition to participation in the Plan and the issuance of Shares under this Award, Participant hereby agrees toaccept all liability for and pay all secondary Class 1 National Insurance Contributions which would otherwise be payable by theCompany (or any successor or any Affiliate employing or previously employing Participant) with respect to the issuance of Sharesunder this Award or any other event giving rise to taxation under this Award (the “Employer NIC”). Participant agrees that Participantwill execute, within the time period specified by the Company, a joint election (the “Joint Electionˮ) provided by the Company andany other consent or elections required to effect the transfer of the Employer NIC. Participant further agrees to execute such other jointelections as may be required between Participant and any successor to the Company and/or Participant's employer. Participant furtheragrees that the Company and/or Participant's employer may collect the Employer NIC by any of the means set forth in the JointElection. B-10  OFFER TO AUSTRALIAN RESIDENT EMPLOYEESThis Offer Document sets out information regarding the participation of Australian resident employees of Genpact Limited (Genpactor the Company) and its Australian subsidiaries in grants of restricted share unit awards made under the Genpact Limited 2017Omnibus Incentive Plan (Plan).Investment in securities involves a degree of risk and there is no guarantee of the future value of, or returns from,securities you may acquire under the Plan. Employees who elect to participate in the Plan should consider all riskfactors relevant to the acquisition of securities under the Plan as set out in this document and any associateddocuments. The information contained in this document and any associated documents is general information only. It is not adviceor information specific to your objectives, financial situation or needs. Australian employees should consider obtainingtheir own financial product advice from an independent person who is licensed by the Australian Securities andInvestments Commission to give advice about participation in the Plan. 1.OFFER AND TERMS OF PARTICIPATIONThis Offer Document relates to an invitation by the Company to eligible employees in Australia to accept grants of restricted share unitawards made under the Plan. The awards will be issued at no cost to you.The terms of your participation are set out in the Plan, the Prospectus, the Restricted Share Unit Issuance Agreement and this OfferDocument.By accepting a grant of a restricted share unit award, you will be bound by terms set out in the Plan, the Prospectus, the RestrictedShare Unit Issuance Agreement and this Offer Document.2.HOW CAN I ASCERTAIN THE CURRENT MARKET PRICE OF SHARES UNDERLYING THE RESTRICTEDSHARE UNIT AWARD IN AUSTRALIAN DOLLARS?You could, from time to time, ascertain the market price of a share of common stock in the Company ("Share") by obtaining thatprice from the New York Stock Exchange website, the Company website or The Wall Street Journal, and multiplying that price by apublished exchange rate to convert U.S. Dollars into Australian Dollars, to determine the Australian dollar equivalent of that currentmarket price.B-11 3.RISKS OF ACQUIRING AND HOLDING SHARESAcquiring and holding restricted share units and Shares involves risk. These risks include that:(a)There is no guarantee that Shares will grow in value - they may decline in value. Stock markets are subject tofluctuations and the price of Shares can rise and fall, depending upon the Company's performance and other internal and externalfactors.(b)There is no assurance that the Company will pay dividends even if its earnings increase.(c)There are tax implications involved in acquiring and holding restricted share units and Shares and the tax regimeapplying to you may change.B-12 Exhibit 10.11GENPACT LIMITED2017 OMNIBUS INCENTIVE COMPENSATION PLANPERFORMANCE SHARE AWARD AGREEMENTTHIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”), dated as of _______________(the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda(the “Company”) and ____________________ (“Participant”). To the extent not defined herein, all capitalized terms in thisAgreement shall have the meanings assigned to them in the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the“Plan”).RECITALS:WHEREAS, the Company has adopted the Plan for the purpose of promoting the interests of the Company and itsshareholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals toparticipate in the long-term growth and financial success of the Company.WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders togrant to Participant a performance share award under the Plan as provided for herein.NOW, THEREFORE, for and in consideration of the premises and covenants of the parties contained in thisAgreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, forthemselves, their successors and assigns, hereby agree as follows:1.Grant of Performance Shares Award. The Company hereby awards to Participant, as of the Award Date, aperformance share award (the “Award”) under the Plan entitling Participant to receive a number of Shares based on the extent, if any,to which the applicable vesting criteria are satisfied. The initial number of Shares that shall be used to determine Participant’s rightspursuant to this Award is ____________ (the “Target Performance Shares”). The number of Target Performance Shares shall be usedsolely to calculate the maximum number of Shares that may be issued to Participant under this Agreement (“Actual PerformanceShares”). Both the number of Target Performance Shares and Actual Performance Shares shall be subject to adjustment as set forth inthe Plan. The number of Shares issuable under the Award may be subject to reduction as set forth in Paragraph 3.2.Vesting Requirements. The Shares subject to the Award shall initially be unvested and shall vest only inaccordance with the vesting provisions of this Paragraph 2 or the special vesting acceleration provisions of Paragraph 4. The Shares inwhich Participant shall vest under this Paragraph 2 shall be determined pursuant to a two-step process: (i) first there shall be calculatedthe maximum number of Shares in which Participant can vest based upon the level at which the Performance Goals specified inAppendix A of this Agreement (the “Performance Goals”) for the performance period commencing on ________________ andending on _________________ (the “Performance Period”) are actually attained and (ii) then the number of the Actual PerformanceShares resulting from the clause (i) calculation in which Participant shall  actually vest shall be determined on the basis of Participant’s completion of the applicable service vesting provisions set forthbelow. Accordingly, the vesting of the Shares shall be calculated as follows:(a)Performance Vesting. The number of Actual Performance Shares to which Participant may becomeentitled under this Agreement shall be calculated following the end of the Performance Period and shall be based on the level at whichthe Performance Goals for the Performance Period are determined to have been attained. The number of Actual Performance Shares towhich Participant may become entitled at the end of the Performance Period shall be calculated by multiplying the designated numberof Target Performance Shares by a performance percentage ranging from 0% to 200%. The actual performance percentage to be usedfor such purpose shall be determined in accordance with the methodology set forth in Appendix A and shall be tied to the attained levelof Company performance for the Performance Period described in Appendix A. In no event may the number of Actual PerformanceShares exceed two hundred percent (200%) of the Target Performance Shares.(b)Service Vesting: The Actual Performance Shares so determined represent the maximum number ofShares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined asfollows:(i)If Participant remains in continued employment or service with the Company or an Affiliate from_______________ through _______________ (the “Service Period”), on __________________ Participant shall vest in100% of the Actual Performance Shares. (ii)In the event of Participant’s termination of continued employment or service with the Company or anAffiliate that occurs during the Service Period by reason of death or Disability, Participant shall be entitled to receive anumber of Shares determined by multiplying (A) the number of Actual Performance Shares (if any) to which Participantwould be entitled based on the actual level at which the Performance Goals are achieved by (B) a fraction, the numerator ofwhich is the number of months of employment or service in the Service Period prior to the termination (rounded up to theclosest whole month, but not to exceed thirty-six (36)) and the denominator of which is thirty-six (36). (iii)Should Participant cease continued employment or service with the Company or an Affiliate for anyother reason prior to the end of the Service Period, the Award shall be immediately canceled and Participant shall thereuponcease to have any right or entitlement to receive any Shares under the Award.3.Performance Goals. (a)Committee Determination. Following the end of the Performance Period, theCommittee shall determine whether and the extent to which the Performance Goals have been achieved for the Performance Periodand shall determine the number of Actual Performance Shares, if any, issuable to Participant with respect to the level of achievement ofthe Performance Goals based on completion of the service vesting requirement; provided that with respect to any Award to a “coveredemployee” within the meaning of Section 162(m) of the Code, the Committee 2  shall have certified the achievement of the Performance Goals. The Committee’s determinations with respect to the achievement of thePerformance Goals shall be based on the Company’s audited financial statements, subject to any adjustments made by the Committeein accordance with Paragraph 3(b) below. If the threshold levels for the Performance Goals are not achieved, the Award shall becancelled and Participant shall thereupon cease to have any right or entitlement to receive any Shares under the Award(b)Committee Discretion to Reduce or Eliminate Award. Notwithstanding satisfaction,achievement or completion of the Performance Goals (or any adjustments thereto as provided below), the number of Shares issuablehereunder may be reduced or eliminated by the Committee on the basis of such further considerations as the Committee in its solediscretion shall determine.(c)Modification of Performance Goals. The Committee shall have the right to adjust ormodify the calculation of the Performance Goals as permitted under the Plan.(d)Section 162(m). To the extent the Committee has determined that this Award is intendedto comply with the performance-based exception to Section 162(m) of the Code and Participant is a “covered employee” within themeaning of Section 162(m) of the Code, all actions taken hereunder (including without limitation any adjustments of PerformanceGoals) shall be made in a manner which would comply with Section 162(m) of the Code.4.Change of Control: In the event a Change of Control occurs during the Service Period, the number ofShares issuable under this Award and the date of issuance of the Shares shall be determined as follows notwithstanding any provisionsof this Agreement or the Plan to the contrary: (a)In the event the Change of Control occurs prior to completion of the Performance Periodand Participant remains in continued employment or service with the Company or an Affiliate through the effective date of that Changeof Control, then this Award shall be converted into a right to receive the number of Target Performance Shares without anymeasurement of Performance Goal attainment to date, subject to the provisions of Paragraphs 4(c) and 4(d) below. (b)If the Change of Control occurs on or after completion of the Performance Period butprior to completion of the Service Period and Participant remains in continued employment or service with the Company or an Affiliatethrough the effective date of that Change of Control, this Award shall entitle Participant to receive the number of Actual PerformanceShares based on the level of attainment of the Performance Goals, subject to the provisions of Paragraphs 4(c) and 4(d) below. (c)If this Award is assumed, continued or substituted in connection with the Change ofControl in accordance with the Plan, then provided Participant remains in continued employment or service with the Company or anAffiliate through the completion of the Service Period, the Shares issuable under this Award (as determined in accordance with theapplicable provisions of Paragraphs 4(a) and 4(b)) or other consideration payable in connection with such assumption, continuation orsubstitution, shall be issued on __________________ or as soon as 3  practicable thereafter but in no event later than the applicable short-term deferral period under applicable tax rules. If Participant'scontinued employment or service terminates prior to completion of the Service Period, then except as otherwise provided in Paragraph4(f) and Paragraph 4(g), the Award shall be immediately cancelled upon such termination and Participant shall thereupon cease to haveany right or entitlement to receive any Shares or other consideration under the Award. (d)If this Award is not assumed, continued or substituted in connection with the Change ofControl in accordance with the Plan, then the Shares issuable under this Award (as determined pursuant to Paragraphs 4(a) or 4(b)) orother consideration payable with respect to such Shares in consummation of the Change of Control shall be issued on the effective dateof the Change of Control or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days aftersuch effective date.(e)Following a Change of Control, Participant shall not have any right to receive anyShares under this Award in excess of the number of Shares determined under this Paragraph 4.(f)In the event of Participant’s termination of continued employment or service with theCompany or an Affiliate that occurs during the Service Period by reason of death or Disability, Participant shall be entitled to receive anumber of Shares determined by multiplying (A) the number of Shares (if any) to which Participant would be entitled in accordancewith the applicable provisions of Paragraphs 4(a) and 4(b) had Participant’s employment or service not terminated by (B) a fraction, thenumerator of which is the number of months of service in the Service Period prior to the termination (rounded up to the closest wholemonth, but not to exceed thirty-six (36)) and the denominator of which is thirty-six (36). To the extent not issued at the time of theChange of Control, such Shares (or other consideration issuable under this Award) shall be issued immediately upon such terminationor as soon as practicable thereafter, but not later than the fifteenth (15th) day of the third (3rd) calendar month following the year ofsuch termination.(g)Notwithstanding anything to the contrary, in the event of Participant’s InvoluntaryTermination that occurs during the Service Period and within twenty-four (24) months following a Change of Control in connectionwith which this Award is assumed, continued or substituted, Participant shall immediately vest in the Shares (as determined inaccordance with the applicable provisions of Paragraphs 4(a) and 4(b) above) or other consideration payable in connection with suchassumption, continuation or substitution issuable under this Award and such Shares or other consideration shall be issued immediatelyupon such Involuntary Termination or as soon as practicable thereafter, but in no event more than fifteen (15) business days after suchInvoluntary Termination.(h)Each issuance of Shares shall be subject to the Company’s collection of any ApplicableTaxes.(i)For purposes of this Agreement, the following definitions shall apply:(i)“Involuntary Termination” shall mean the termination of Participant’scontinued employment or service with the Company or an Affiliate which occurs by 4  reason of such individual’s involuntary dismissal or discharge by the Company (or Affiliate) for reasons other than Cause.(ii) “Cause” shall mean “Cause” as defined in any employment orconsulting agreement between Participant and the Company or an Affiliate in effect at the time of termination or, in the absence of suchan employment or consulting agreement: (A) any conviction by a court of, or entry of a pleading of guilty or nolo contendere byParticipant with respect to, a felony or any lesser crime involving moral turpitude or a material element of which is fraud or dishonesty;(B) Participant’s willful dishonesty of a substantial nature towards the Company and any of its Affiliates; (C) Participant’s use ofalcohol or drugs which materially interferes with the performance of his duties to the Company and/or its Affiliates or which materiallycompromises the integrity and reputation of Participant or the Company and/or its Affiliates; or (D) Participant’s material, knowing andintentional failure to comply with material applicable laws with respect to the execution of the Company’s and its Affiliates’ businessoperations.5.Issuance of Shares; Withholding. (a)Except as otherwise provided under Paragraph 4, the Company shall issue the Shares towhich Participant becomes entitled as soon as practicable following completion of the Service Period but in no event later than thefifteenth (15th) day of the third (3rd) calendar month following the end of the Service Period, subject to the Company’s collection ofany Applicable Taxes; provided, however, that any Shares to which Participant becomes entitled under Paragraph 2(b)(ii) shall beissued no later than the fifteenth (15th) day of the third (3rd) calendar month following the year of Participant’s termination.(b)Any Applicable Taxes required to be withheld with respect to the issuance of the Sharesunder this Agreement shall be paid through an automatic Share withholding procedure pursuant to which the Company will withhold,at the time of such issuance, a portion of the Shares with a Fair Market Value (measured as of the issuance date) equal to the amount ofthose taxes.(c)In no event will any fractional shares be issued.(d)The holder of this Award shall not have any shareholder rights, including voting ordividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares followingtheir actual issuance after the satisfaction of the Applicable Taxes.6.Limited Transferability. Prior to actual receipt of the Shares which vest and become issuable hereunder,Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but whichotherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or thelaws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may make such a beneficiarydesignation at any time by filing the appropriate form with the Committee or its designee.7.Clawback. The Company shall have the right to terminate this Award (and Participant shall thereuponcease to have any right or entitlement to receive any Shares under this 5  Award) to the extent outstanding and to cancel any Shares issues hereunder in the event of any of the following:(i)If a Participant resident in the United States or India has breached anyrestrictive covenant (whether non-solicitation, non-competition, non-disparagement or confidentiality) under any agreement betweenParticipant and the Company or an Affiliate during employment or during one (1) year period following termination of Participant’semployment or service with the Company or an Affiliate;(ii)If the Company is required to prepare an accounting restatement forany part of the Performance Period due to material noncompliance with financial reporting requirements under the federal securitieslaws which the Committee determines is the result of fraud, negligence, or intentional or gross misconduct by Participant;(iii)In the circumstances and manner provided in any clawback orcompensation recovery policy that may be adopted or implemented by the Company and in effect from time to time on or after theAward Date; and/or(iv)If the Committee determines that Participant committed an act oromission while an employee or other service provider of the Company (or Affiliate) that was not discovered by the Company (or anyAffiliate) until after the termination of Participant’s employment or service that would, if Participant were an active employee or otherservice provider of the Company (or Affiliate) at the time such act or omission is discovered, be reason for termination of Participant’semployment or service for Cause.8.Sections 409A and 457A. (a)It is the intention of the parties that the provisions of this Agreement shall, to themaximum extent permissible, comply with the requirements of the short-term deferral exceptions of Section 409A of the Code and theTreasury Regulations issued thereunder and Section 457A of the Code and any guidance with respect to Code Section 457A,including but not limited to Notice 2009-8. Accordingly, to the extent there is any ambiguity as to whether one or more provisions ofthis Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A applicableto such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner that does not result in aviolation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457Aand any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions.(b)Notwithstanding any provision to the contrary in this Agreement, to the extent thisAward may be deemed to create a deferred compensation arrangement under Code Section 409A, then Shares or other amounts whichbecome issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shallactually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date ofParticipant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date ofParticipant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under 6  Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordancewith consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayedcommencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Sharesor other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the dateof Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receivesproof of Participant’s death.9.Compliance with Laws and Regulations. The issuance of Shares pursuant to the Award shall be subject tocompliance by the Company and Participant with all applicable laws, rules and regulations and to such approvals by any regulatory orgovernmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares asthe Committee may consider appropriate and may require Participant to make such representations and furnish such information as itmay consider appropriate in connection with the issuance or delivery of Shares in order to be in compliance with applicable laws, rulesand regulations.10.Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of thisAgreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant andParticipant’s assigns, beneficiaries, executors, administrators, heirs and successors.11.Notices. All notices, demands and other communications provided for or permitted hereunder shall bemade in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personaldelivery:if to the Company:Genpact LimitedCanon’s Court22 Victoria StreetHamilton HM 12BermudaAttn: Secretarywith a copy to:Genpact LLC1155 Avenue of the AmericasFourth FloorNew York, NY 10036Attn: Legal Departmentif to Participant, at Participant’s last known address on file with the Company.All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personallydelivered; when delivered by courier, if delivered by 7  commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt ismechanically acknowledged, if telecopied.12.Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to thePlan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Committee with respect to any questionor issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.13.Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of theState of New York without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdictionwhich could cause the application of the laws of any jurisdiction other than the State of New York. Each Participant and the Companyhereby waive, to the fullest extent permitted by applicable law, any right either of them may have to a trial by jury in respect to anylitigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.14.Employment at Will. Nothing in this Agreement or in the Plan shall confer upon Participant any right toremain in employment or service for any period of specific duration or interfere with or otherwise restrict in any way the rights of theCompany (or any Affiliate employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, toterminate Participant’s employment or service at any time for any reason, with or without cause, subject to applicable law and the termsof any employment agreement between Participant and the Company (or any Affiliate employing or retaining Participant).15.Electronic Delivery. The Company may deliver any documents related to the Award, the Plan or futureawards that may be granted under the Plan by electronic means. Such means of electronic delivery include, but do not necessarilyinclude, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the deliveryof the documents via e-mail or such other means of electronic delivery specified by the Company. Participant hereby acknowledgesthat Participant has read this provision and consents to the electronic delivery of the documents. Participant acknowledges thatParticipant may receive from the Company a paper copy of any documents delivered electronically at no cost to Participant bycontacting the Company in writing or by telephone. Participant further acknowledges that Participant will be provided with a papercopy of any documents if the attempted electronic delivery of such documents fails. Similarly, Participant understands that Participantmust provide the Company with a paper copy of any documents if the attempted electronic delivery of such documents fails.16.Additional Terms for Non-U.S. Participants. Notwithstanding anything to the contrary herein,Participants residing and/or working outside the United States shall be subject to the Additional Terms and Conditions for Non-U.S.Participants attached hereto as Addendum A and to any Country-Specific Terms and Conditions attached hereto as Addendum B. IfParticipant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which Participantis currently residing or working or if Participant relocates to one of the countries included in the Country-Specific Terms andConditions after the grant of the Award, the special terms and conditions for such country will apply to Participant to the extent theCompany determines that the application of such terms and conditions is necessary or advisable in order to 8  comply with local law or facilitate the administration of the Plan. The Terms and Conditions for Non-U.S. Participants and theCountry-Specific Terms and Conditions constitute part of this Agreement and are incorporated herein by reference.17.Imposition of Other Requirements. The Company reserves the right to impose other requirements onParticipant's participation in the Plan, on the Award and on any Shares acquired under the Plan, to the extent the Company determinesit is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements orundertakings that may be necessary to accomplish the foregoing.18.Participant Acceptance. Participant must accept the terms and conditions of this Agreement electronicallythrough the acceptance procedures established by the Company. In no event shall any Shares be issued (or other securities or propertydistributed) under this Agreement in the absence of such acceptance. 9  IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above. GENPACT LIMITEDSignature: Title: PARTICIPANTSignature: 10  ADDENDUM A TO THE PERFORMANCE SHARE AWARD AGREEMENTTERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTSThis Addendum includes additional terms and conditions that govern the Performance Share Award granted to Participant ifParticipant works or resides outside the United States.Capitalized terms used but not defined herein are defined in the Plan or the Agreement and have the meanings set forth therein.1.No Acquired Right. Participant acknowledges and agrees that:(a)The Plan is established voluntarily by the Company, the grant of awards under the Planis made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at anytime. All decisions with respect to future awards, if any, will be at the sole discretion of the Committee.(b)This Award (and any similar awards the Company may in the future grant to Participant,even if such awards are made repeatedly or regularly, and regardless of their amount), and Shares acquired under the Plan (A) arewholly discretionary and occasional, are not a term or condition of employment and do not form part of a contract of employment, orany other working arrangement, between Participant and the Company or any Affiliate, (B) do not create any contractual entitlement toreceive future awards or benefits in lieu thereof; and (C) do not form part of salary or remuneration for purposes of determiningpension payments or any other purposes, including without limitation termination indemnities, severance, resignation, payment in lieuof notice, redundancy, end of service payments, bonuses, long-term service awards, pension or retirement benefits, welfare benefits orsimilar payments, except as otherwise required by the applicable law of any governmental entity to whose jurisdiction the award issubject.(c)This Award and the Shares acquired under the Plan are not intended to replace anypension rights or compensation.(d)Participant is voluntarily participating in the Plan.(e)In the event that Participant’s employer is not the Company, the grant of this Award andany similar awards the Company may grant in the future to Participant will not be interpreted to form an employment contract orrelationship with the Company and, furthermore, the grant of this Award and any similar awards the Company may grant in the futureto Participant will not be interpreted to form an employment contract with Participant’s employer or any Affiliate. (f)The future value of the underlying Shares is unknown and cannot be predicted withcertainty. Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s localcurrency and the United States Dollar that may affect the value of the Award or the Shares. A-1  (g)Participant shall have no rights, claim or entitlement to compensation or damages as aresult of Participant’s cessation of employment for any reason whatsoever, whether or not later found to be invalid or in breach ofcontract or local labor law, insofar as these rights, claim or entitlement arise or may arise from Participant’s ceasing to have rights underthis Award as a result of such cessation or loss or diminution in value of the Award or any of the Shares issuable under this Award as aresult of such cessation, and Participant irrevocably releases his or her employer, the Company and its Affiliates, as applicable, fromany such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court ofcompetent jurisdiction to have arisen, then, by signing this Agreement, Participant shall be deemed to have irrevocably waived his orher entitlement to pursue such rights or claim.2.Data Protection.(a)In order to facilitate Participant’s participation in the Plan and the administration of the Award,it will be necessary for the Company (or its Affiliates or payroll administrators) to collect, hold and process certain personalinformation and sensitive personal information about Participant (including, without limitation, Participant’s name, homeaddress, telephone number, date of birth, nationality, social insurance or other identification number and job title and detailsof the Award and other awards granted, cancelled, exercised, vested, unvested or outstanding and Shares held byParticipant). Participant consents explicitly, willingly, and unambiguously to the Company (or its Affiliates or payrolladministrators) collecting, holding and processing Participant’s personal data and transferring this data (in electronic or otherform) by and among, as applicable, Participant’s employer, the Company and its Affiliates and other third parties(collectively, the “Data Recipients”) insofar as is reasonably necessary to implement, administer and manage the Plan and theAward. Participant authorizes the Data Recipients to receive, possess, use, retain and transfer the data for the purposes ofimplementing, administering and managing the Plan and the Award. Participant understands that the data will betransferred to E*TRADE, or such other broker or third party as may be selected by the Company in the future which isassisting the Company with the implementation, administration and management of the Plan. Participant understands thatthe Data Recipients may be located in the United States or elsewhere, and that the recipient’s country may have different dataprivacy laws and protections than Participant’s country.(b)The Data Recipients will treat Participant’s personal data as private and confidential and willnot disclose such data for purposes other than the management and administration of the Plan and the Award and will takereasonable measures to keep Participant’s personal data private, confidential, accurate and current. Participant understandsthat the data will be held only as long as is necessary to implement, administer and manage his or her participation in thePlan.(c)Participant understands that Participant may, at any time, view his or her personal data, requireany necessary corrections to it or withdraw the consents herein in writing by contacting the Company but acknowledges thatwithout the use of such data it may not be practicable for the Company to administer Participant’s involvement in the Plan ina timely fashion or at all and this may be detrimental to Participant and may result in the A-2  possible exclusion of Participant from continued participation with respect to this Award or any future awards under thePlan.3.Responsibility for Taxes. This provision supplements Paragraph 5(b) of the Agreement. Participantacknowledges that regardless of any action the Company (or any Affiliate employing or retaining Participant) takes with respect to anyor all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by Participant is and remains Participant’sresponsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of anyApplicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the Award, and thesubsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of theAward to reduce or eliminate Participant’s liability for Applicable Taxes. Further, if Participant is subject to taxation in more than onejurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Participantacknowledges that the Company and/or Participant's employer (or former employer, as applicable) may be required to withhold oraccount for Applicable Taxes in more than one jurisdiction. A-3  ADDENDUM B TO THE PERFORMANCE SHARE AWARD AGREEMENTCOUNTRY-SPECIFIC TERMS AND CONDITIONSThese Country-Specific Terms and Conditions include additional terms and conditions that govern the Performance Share Awardgranted to Participant under the Plan if Participant resides or works in one of the countries listed below. Capitalized terms used but notdefined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forththerein.AUSTRALIAOffer Document. The Award is granted pursuant to the Offer Document attached hereto.BRAZILCompliance with Law. By accepting the Award, Participant acknowledges and agrees to comply with applicable Brazilian laws andto pay any and all Applicable Taxes associated with the vesting of the Award, and the sale of the Shares acquired under the Plan.Labor Law Acknowledgment. By accepting the Award, Participant agrees that (i) Participant is making an investment decision, (ii)Shares will be issued to Participant only if the vesting conditions are met and (iii) the value of the underlying Shares is not fixed andmay increase or decrease in value over the vesting period without compensation to Participant.CANADAAward Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Agreement, the grantof the Award does not provide you any right to receive a cash payment and the Award may be settled only in Shares.Additional Provisions Applicable to Participants Resident in Quebec.Data Protection: The following provision supplements the Data Protection section of Addendum A: Participant herebyauthorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel,professional or not, involved in the administration and operation of the Plan. Participant further authorizes the Company and the Boardor Committee, to disclose and discuss the Plan with their advisors. Participant further authorizes the Company to record suchinformation and to keep such information in Participant’s employee file.Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents,notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up inEnglish.Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avisdonnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.CHINA B-1  SAFE Approval and Requirements. Notwithstanding anything to the contrary in the Agreement or the Plan, in accordance with therequirements of the State Administration of Foreign Exchange ("SAFE"), Participant must hold the Shares issued following vesting ofthe Award with the Company’s designated broker until sale. The net proceeds realized upon the sale of the Shares will be repatriatedto China and such net proceeds (less any Applicable Taxes required to have been withheld in connection with the Award) shall be paidto Participant in local currency. Participant shall have no access to the sales proceeds until such distribution. The remittance,conversion and payment of the net proceeds shall be made in accordance with the procedures adopted by the Company in order tocomply with SAFE regulations and accordingly, are subject to change from time to time.FRANCELanguage Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices andlegal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés etprocédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.HONG KONGSecurities Law Notification. Participant acknowledges and understands that the offer of the Award and any Shares to be issuedunder the Plan are not a public offering of securities under Hong Kong law and are available only to employees of the Company andits Affiliates.Furthermore, Participant acknowledges that the contents of the Agreement, the Plan and other related and incidental communicationmaterials (the “Documents”) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a publicoffering of securities under the applicable securities legislation in Hong Kong, and the Documents have not been reviewed by anyregulatory authority in Hong Kong. Participant understands that the Documents are intended only for the personal use of eachparticipant and may not be distributed to any other person. Furthermore, Participant acknowledges that Participant is advised toexercise caution in relation to his or her participation in the Plan. If Participant is in any doubt as to the contents of the Prospectus, theAgreement or the Plan, Participant shall obtain independent professional advice.MEXICOLabor Law Policy and Acknowledgment for Employees of EDM S de RL de CV. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is EDM S de RL de CV, located at Ave. Hermanos Escobar#7651, Colonia Partido Escobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Based on the foregoing, Participantexpressly recognizes that the Plan and the benefits that Participant may derive from participating in the Plan do not establish anyobligations by Participant’s employer, EDM S de RL de CV towards Participant, do not form part of the B-2  employment conditions and/or benefits provided by the employer, and any modification of the Plan or their termination shall have noeffect on, nor constitute a change or impairment of, the terms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de EDM S de RL de CV Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es EDM S de RL de CV, ubicado en Ave. Hermanos Escobar #7651, Colonia PartidoEscobedo, zip code 32330, Ciudad Juarez, State of Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que el Plany los beneficios que pudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón EDM S de RL de CVhacia el suscrito, no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación delPlan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact Services LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact Services LLC, located at Ave. Lerdo NTE #251,Colonia Centro, zip code 32000, Ciudad Juarez, Chihuahua, Mexico. Based on the foregoing, Participant expressly recognizes thatthe Plan and the benefits that Participant may derive from participating in the Plan do not establish any obligations by Participant’s B-3  employer, Genpact Services LLC towards Participant, do not form part of the employment conditions and/or benefits provided by theemployer, and any modification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, theterms and conditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact Services LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact Services LLC, ubicado en Ave. Lerdo NTE #251, Colonia Centro, zip code32000, Ciudad Juarez, Chihuahua, Mexico. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios quepudieran derivar de mi participación en el Plan no generan obligación alguna de mi Patrón Genpact Services LLC hacia el suscrito, noforman parte de las condiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminaciónno constituirá un cambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) I LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) I LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact B-4  (Mexico) I LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, and anymodification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms and conditionsof employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) I LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact (Mexico) I LLC, ubicado en 1155 Avenue of the Americas, 4th Floor, NewYork, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de miparticipación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) I LLC hacia el suscrito, no forman parte de lascondiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminación no constituirá uncambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.Labor Law Policy and Acknowledgment for Employees of Genpact (Mexico) II LLC. In accepting the grant of the Award,Participant expressly recognizes that Genpact Limited, with registered offices at Canon’s Court, 22 Victoria Street, Hamilton HM EX,Bermuda, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition ofShares do not constitute an employment relationship between Genpact Limited and Participant since Participant is participating in thePlan on a wholly commercial basis and Participant’s sole employer is Genpact (Mexico) II LLC, located at 1155 Avenue of theAmericas, 4th Floor, New York, NY 10036. Based on the foregoing, Participant expressly recognizes that the Plan and the benefitsthat Participant may derive from participating in the Plan do not establish any obligations by Participant’s employer, Genpact B-5  (Mexico) II LLC towards Participant, do not form part of the employment conditions and/or benefits provided by the employer, andany modification of the Plan or their termination shall have no effect on, nor constitute a change or impairment of, the terms andconditions of employment.Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision ofGenpact Limited; therefore, Genpact Limited reserves the absolute right to amend and/or discontinue Participant’s participation at anytime without any liability to Participant.Finally, Participant hereby declares that Participant does not reserve to Participant any action or right to bring any claim againstGenpact Limited for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, andParticipant therefore grants a full and broad release to Genpact Limited, its affiliates, branches, representation offices, its shareholders,officers, agents, or legal representatives with respect to any claim that may arise.Políticas bajo la Legislación Laboral y aceptación por parte de los empleados de Genpact (Mexico) II LLC Al aceptar elotorgamiento de la Unidades de Accion, expresamente reconozco que Genpact Limited, con oficinas ubicadas en Canon’s Court, 22Victoria Street, Hamilton HM EX, Bermuda es la única responsable de la administración del Plan y que mi participación en el Plan y laadquisición de acciones no genera una relación de trabajo entre Genpact Limited y el suscrito, toda vez que mi participación en el Planes meramente comercial y mi único Patrón lo es Genpact (Mexico) II LLC, ubicado en 1155 Avenue of the Americas, 4th Floor, NewYork, NY 10036. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de miparticipación en el Plan no generan obligación alguna de mi Patrón Genpact (Mexico) II LLC hacia el suscrito, no forman parte de lascondiciones de trabajo y/o prestaciones otorgadas por mi Patrón y cualquier modificación del Plan o su terminación no constituirá uncambio o menoscabo de los términos y condiciones de mi relación de trabajo.Adicionalmente, entiendo que mi participación en el Plane es resultado de una decisión unilateral y discrecional de Genpact Limited;por lo tanto, Genpact Limited se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sinninguna responsabilidad hacia mi.Finalmente, por la presente expresamente declaro que no me reservo acción ni derecho alguno que ejercitar en contra de GenpactLimited por cualquier daño o perjuicio o para reclamar una compensación en relación con cualquier disposición del Plan o con losbeneficios derivados bajo el Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a Genpact Limited, susafiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquierdemanda que pudiera surgir.PHILIPPINESSecurities Law Notice. This offering is subject to exemption from the requirements of securities registration with the PhilippinesSecurities and Exchange Commission under Section 10.1 (k) of the Philippine Securities Regulation Code which provides anexemption for the sale of securities as follows: “(k) The sale of securities by an issuer to fewer than twenty (20) persons in thePhilippines during any twelve-month period.”THE SECURITIES BEING OFFERED OR SOLD HEREIN HAVE NOT BEEN REGISTERED WITH THESECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES B-6  REGULATION CODE. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATIONREQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPTTRANSACTION.SINGAPORESecurities Law Notice. The Award is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of theSingapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectuswith the Monetary Authority of Singapore. Participant should note that such grant is subject to section 257 of the SFA and Participantwill not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Awardunless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other thansection 280) of the SFA.Chief Executive Officer, Director Notification Requirement. If Participant is the Chief Executive Officer, a director, associatedirector or shadow director of a Singapore Affiliate of the Company, Participant is subject to certain notification requirements under theSingapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate of the Company in writingwhen Participant receives an interest (e.g., the Award or Shares) in the Company or any Affiliate. In addition, Participant must notifythe Singaporean Affiliate when Participant sells Shares or shares of any other Affiliate (including when Participant sells Sharesacquired under the Award). These notifications must be made within two (2) days of acquiring or disposing of an interest in theCompany or any Affiliate. In addition, within two (2) days of becoming the Chief Executive Officer, a director, associate director orshadow director, Participant must notify the Singaporean Affiliate of any interest Participant may have in the Company or anyAffiliate. Participant is advised to seek appropriate professional advice as to Participant’s reporting obligations under the SingaporeCompanies Act.SPAINNature of Grant. This provision supplements Section 1 of Addendum A to the Agreement titled “No Acquired Rightsˮ:In accepting the Award, Participant consents to participate in the Plan and acknowledges that Participant has received a copy of thePlan.Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant performance share awardsunder the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limiteddecision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind theCompany or an Affiliate. Consequently, Participant understands that the Award is granted on the assumption and condition that theAward and any Shares issued are not part of any employment contract (either with the Company or any Affiliate) and shall not beconsidered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further,Participant understands that Participant will not be entitled to continue vesting in the Award after termination of Participant’sservice. In addition, Participant understands that the Award would not be granted to Participant but for the assumptions and conditionsreferred to herein; thus, Participant acknowledges and freely accepts that B-7  should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Awardand any right to the Award shall be null and void.Further, the vesting of the Award is expressly conditioned on Participant’s continued service, such that upon termination ofParticipant’s service for any reason whatsoever, the Award may cease vesting immediately, in whole or in part, effective on the date oftermination of Participant’s service (as determined by the Agreement). This will be the case, for example, even if (1) Participant isdismissed for disciplinary or objective reasons; or (2) Participant’s termination of service is due to a unilateral breach of contract by theCompany or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participantmay automatically lose any rights to the Award to the extent not vested on the date of Participant’s termination of service, as describedin the Plan and the Agreement.SWITZERLANDSecurities Law Notice. The grant of this Award under the Plan is considered a private offering in Switzerland and is, therefore, notsubject to registration in Switzerland.UNITED ARAB EMIRATESSecurities Law Notice. The Award is granted under the Plan only to certain employees who meet the eligibility requirements of thePlan and is in the nature of providing employee equity incentives in the United Arab Emirates. The Plan and this Agreement areintended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospectivepurchasers of the securities offered should conduct their own due diligence on the securities. If Participant does not understand thecontents of the Plan and the Agreement, Participant should consult an authorized financial adviser. The Emirates Securities andCommodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither theMinistry of Economy nor the Dubai Department of Economic Development has approved the Plan or the Agreement nor taken steps toverify the information set out herein, and has no responsibility for such documents.UNITED KINGDOMAward Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Agreement, the grantof the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.Taxes. Any reference to the withholding of Applicable Taxes, including any obligation to withhold, shall be treated as including areference to any amount of Applicable Taxes in respect of which the Company (or an Affiliate) is required to account to any taxauthority.Termination of Service. Participant has no right to compensation or damages on account of any loss in respect of an Award underthe Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of Participant’s office or employment; or(b) notice to terminate Participant’s office or employment. This exclusion of liability shall apply however termination of office oremployment, or the giving of notice, is caused, and however compensation or damages are claimed. For the purpose of the Plan, theimplied duty of trust and confidence is expressly excluded. B-8  Employer NIC. As a condition to participation in the Plan and the issuance of Shares under this Award, Participant hereby agrees toaccept all liability for and pay all secondary Class 1 National Insurance Contributions which would otherwise be payable by theCompany (or any successor or any Affiliate employing or previously employing Participant) with respect to the issuance of Sharesunder this Award or any other event giving rise to taxation under this Award (the “Employer NIC”). Participant agrees that Participantwill execute, within the time period specified by the Company, a joint election (the “Joint Electionˮ) provided by the Company andany other consent or elections required to effect the transfer of the Employer NIC. Participant further agrees to execute such other jointelections as may be required between Participant and any successor to the Company and/or Participant's employer. Participant furtheragrees that the Company and/or Participant's employer may collect the Employer NIC by any of the means set forth in the JointElection. B-9  OFFER TO AUSTRALIAN RESIDENT EMPLOYEESThis Offer Document sets out information regarding the participation of Australian resident employees of Genpact Limited (Genpactor the Company) and its Australian subsidiaries in grants of performance share awards made under the Genpact Limited 2017Omnibus Incentive Plan (Plan).Investment in securities involves a degree of risk and there is no guarantee of the future value of, or returnsfrom, securities you may acquire under the Plan. Employees who elect to participate in the Plan should considerall risk factors relevant to the acquisition of securities under the Plan as set out in this document and anyassociated documents. The information contained in this document and any associated documents is general information only. It is notadvice or information specific to your objectives, financial situation or needs. Australian employees shouldconsider obtaining their own financial product advice from an independent person who is licensed by theAustralian Securities and Investments Commission to give advice about participation in the Plan. 1.OFFER AND TERMS OF PARTICIPATIONThis Offer Document relates to an invitation by the Company to eligible employees in Australia to accept grants of performance shareawards made under the Plan. The awards will be issued at no cost to you.The terms of your participation are set out in the Plan, the Prospectus, the Performance Share Award Agreement and this OfferDocument.By accepting a grant of a performance share award, you will be bound by terms set out in the Plan, the Prospectus, the PerformanceShare Award Agreement and this Offer Document.2.HOW CAN I ASCERTAIN THE CURRENT MARKET PRICE OF SHARES UNDERLYING THE PERFORMANCESHARE AWARD IN AUSTRALIAN DOLLARS?You could, from time to time, ascertain the market price of a common share of the Company ("Share") by obtaining that price fromthe New York Stock Exchange website, the Company website or The Wall Street Journal, and multiplying that price by a publishedexchange rate to convert U.S. Dollars into Australian Dollars, to determine the Australian dollar equivalent of that current market price.3.RISKS OF ACQUIRING AND HOLDING SHARESAcquiring and holding performance share awards and Shares involves risk. These risks include that: B-10  (a)There is no guarantee that Shares will grow in value - they may decline in value. Stock markets are subject tofluctuations and the price of Shares can rise and fall, depending upon the Company's performance and other internal and externalfactors.(b)There is no assurance that the Company will pay dividends even if its earnings increase.(c)There are tax implications involved in acquiring and holding performance share awards and Shares and the taxregime applying to you may change. B-11 Exhibit 10.26EXECUTION VERSIONBORROWER ASSIGNMENT & ASSUMPTION AND AMENDMENT AGREEMENTThis ASSIGNMENT & ASSUMPTION AND AMENDMENT AGREEMENT (this “Assignment and Amendment”),dated as of January 17, 2019, is by and among GENPACT INTERNATIONAL, LLC, a Delaware limited liability company(formerly Genpact International, Inc., a Delaware corporation), as assignor (the “Assignor”), GENPACT USA, INC., a Delawarecorporation, as assignee (the “Assignee”), Genpact Global Holdings (Bermuda) Limited, an exempted company limited by sharesorganized under the laws of Bermuda (the “Bermuda Borrower”), Genpact Luxembourg S.à r.l., a société à responsabilité limitéeorganized under the laws of the Grand Duchy of Luxembourg (the “Luxembourg Borrower”), Genpact Limited, an exemptedcompany limited by shares organized under the laws of Bermuda (“Holdings”), the LENDERS party hereto (the “Lenders”) andWELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).WHEREAS, the Assignor has entered into that certain Amended & Restated Credit Agreement, dated as of August 9,2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;capitalized terms used herein and not defined herein shall have the meanings set forth in the Credit Agreement), by and among theAssignor, the Bermuda Borrower, the Luxembourg Borrower, Holdings, the lenders party thereto and the Administrative Agent;WHEREAS, (a) pursuant to that certain Accession Supplement No. 1, dated as of November 27, 2018, by and between theAssignee and the Administrative Agent, the Assignee became a Guarantor under the Guarantee Agreement and (b) pursuant to thatcertain Accession Supplement No. 2, dated as of November 27, 2018, by and between Genpact (UK) Limited, a company registeredin England and Wales (“Genpact UK”), and the Administrative Agent, Genpact UK became a Guarantor under the GuaranteeAgreement;WHEREAS, Holdings has completed a restructuring transaction pursuant to which (a) the Assignor transferred certain ofits assets and liabilities to Genpact UK, (b) the Luxembourg Borrower formed and incorporated the Assignee on October 30, 2018, (c)the Luxembourg Borrower contributed all of the Equity Interests of the Assignor to the Assignee pursuant to that certain Contributionand Assignment Agreement, dated as of November 30, 2018, by and between the Luxembourg Borrower and the Assignee, (d) theAssignor distributed certain of its assets and liabilities to the Assignee pursuant to that certain Stock Redemption Agreement, dated asof November 30, 2018, by and between the Assignee and the Assignor and (e) the Assignee sold all of the Equity Interests of theAssignor to Genpact UK (the foregoing transactions described in clauses (a) through (e), the “Restructuring”);WHEREAS, in connection with the Restructuring, the Assignor has agreed to assign to the Assignee all of its rights,interests, duties, obligations and liabilities in, to and under the Credit Agreement and each other Loan Document;WHEREAS, in connection with the Restructuring, the Assignee desires to accept the assignment of all of the Assignor’srights, interests, duties, obligations and liabilities in, to and under the Credit Agreement and each other Loan Document; WHEREAS, the Assignor has requested that the Administrative Agent and the Lenders release the Assignor from all of itsobligations under the Credit Agreement and each other Loan Document;WHEREAS, in connection with the Restructuring, the Administrative Agent and the Lenders have requested to amendSection 9.02(b)(vii) of the Credit Agreement to designate Genpact UK as a permanent Guarantor under the Guarantee Agreement; andWHEREAS, in satisfaction of Sections 9.02(b) and 9.04(a) of the Credit Agreement, the Administrative Agent and eachLender are willing to consent to this Assignment and Amendment on the terms and subject to the conditions set forth herein.NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt of whichare hereby acknowledged, the parties hereto agree as follows:1.Assignment of Credit Agreement and the Other Loan Documents. Effective as of the Assignment andAmendment Effective Date, the Assignor hereby absolutely assigns, transfers and conveys to the Assignee all of its rights, interests,duties, obligations and liabilities in, to and under the Credit Agreement and each other Loan Document.2.Assumption of Credit Agreement and the Other Loan Documents. Effective as of the Assignment andAmendment Effective Date, the Assignee hereby absolutely accepts the assignment described in Section 1 hereof and assumes all ofthe rights, interests, duties, obligations and liabilities of the Assignor in, to and under the Credit Agreement and each other applicableLoan Document to the same extent as if the Assignee had executed the Credit Agreement and each other applicable Loan Document asthe “Domestic Borrower”. The Assignee hereby ratifies, as of the Assignment and Amendment Effective Date, and agrees to bebound by the terms and provisions of the Credit Agreement and each other applicable Loan Document as the “Domestic Borrower”and accepts all of the Assignor’s rights, interests, duties, obligations and liabilities thereunder. Without limiting the generality of theforegoing terms of this Section 2, the Assignee hereby (a) acknowledges, agrees and confirms that (i) by its execution of thisAssignment and Amendment, the Assignee shall be deemed to be a party to the Credit Agreement and each other applicable LoanDocument and the “Domestic Borrower” for all purposes of the Credit Agreement and each other Loan Document, (ii) the Assigneeshall have all of the obligations of the “Domestic Borrower” thereunder as if it had executed the Credit Agreement and each applicableLoan Document and (iii) this Assignment and Amendment shall be deemed a “Loan Document” for all purposes of the CreditAgreement and each other Loan Document, (b) agrees to be bound as the “Domestic Borrower” by the affirmative and negativecovenants set forth in Articles V and VI of the Credit Agreement and (c) promises to pay to the Lenders and the Administrative Agentall Obligations of the “Domestic Borrower” outstanding at, or incurred on or after, the Assignment and Amendment Effective Date, allin accordance with the terms of the Loan Documents.3.Release. The Administrative Agent and each of the Lenders confirm that, from and after the Assignment andAmendment Effective Date, automatically and without any action on the part of any Person, (a) the Assignor is released and foreverdischarged from any duties, obligations and liabilities as the “Domestic Borrower” or otherwise under the Credit Agreement and eachother Loan Document, (b) the Assignor shall cease to be a party to the Credit Agreement and each other2 Loan Document and (c) the Assignor shall be released from the payment and performance of any and all obligations of the “DomesticBorrower” or otherwise under the Loan Documents and from all other obligations and liabilities of the “Domestic Borrower” or the“Borrowers” or otherwise under each Loan Document, in each case as if it were never a party thereto. For the avoidance of doubt,upon such assignment of the obligations of the Assignor hereunder, the Assignor shall no longer constitute a Loan Party for anypurpose. The release contained herein is intended to be final and binding upon the parties hereto and their respective successors andassigns. Each party agrees to cooperate in good faith and to execute such further documents as may be necessary to effect theprovisions of this Assignment and Amendment.4. Amendment to Credit Agreement. Effective as of the Assignment and Amendment Effective Date:(a) Section 8(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:“(i) The Lenders irrevocably agree that any Loan Party (other than the Borrowers and, in the case of clause (ii), Holdingsand/or Genpact (UK) Limited) shall be automatically released from its applicable obligations under the Guarantee Agreement and eachother Loan Document (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if otherwiserequested by the Borrowers and no Default or Event of Default shall have occurred and be continuing or would result therefrom.”(b) Section 9.02(b)(vii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:“(vii) except in connection with a transaction permitted under this Agreement, release either of Holdings or Genpact (UK)Limited from its obligations under the Guarantee Agreement, without the written consent of each Lender;”5. Representations and Warranties. The Assignee represents and warrants to the Administrative Agent and each ofthe Lenders that: (a) Immediately after giving effect to this Assignment and Amendment, the representations and warranties of the Assignee,as the “Domestic Borrower” under the Credit Agreement, set forth in Article III of the Credit Agreement (other than Sections 3.04(b)and 3.05 therein) shall be true and correct in all material respects (except to the extent that any representation and warranty is qualifiedby materiality, in which case they shall be true and correct in all respects) on and as of the date hereof, except where any representationand warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects(except to the extent that any representation and warranty is qualified by materiality, in which case they shall be true and correct in allrespects) as of any such earlier date; and(b) At the time of and immediately after giving effect to this Assignment and Amendment, no Default or Event of Defaultshall have occurred and be continuing.3 6. Conditions Precedent to Effectiveness. This Assignment and Amendment shall become effective (the date of sucheffectiveness, the “Assignment and Amendment Effective Date”) upon the satisfaction of the following conditions:(a) This Assignment and Amendment shall have been executed and delivered by each of the parties hereto;(b) The Administrative Agent (or its counsel) shall have received such customary documents and certificates as theAdministrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Assignee,the authorization of entry into this Assignment and Amendment and any other legal matters relating to the Assignee or this Assignmentand Amendment, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;(c) The Administrative Agent (or its counsel) shall have received such incumbency certificates and/or other certificates ofAuthorized Representatives of the Assignee as the Administrative Agent may reasonably require evidencing the identity, authority andcapacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with thisAssignment and Amendment and the other Loan Documents to which the Assignee is a party or is to be a party;(d) The Administrative Agent (or its counsel) shall have received, in form and substance reasonably satisfactory to theAdministrative Agent, a certificate signed by an authorized officer of the Assignee certifying that the representations and warrantiesspecified in Section 5 of this Assignment and Amendment are true and correct; and(e) (i) Each Finance Party shall have received such documents and other information with respect to the Assignee (as suchFinance Party may have requested through the Administrative Agent at least five (5) Business Days prior to the Assignment andAmendment Effective Date) required under any applicable “know your customer” and/or anti-money laundering rules and regulations,including the PATRIOT Act, in connection with this Assignment and Amendment and (ii) to the extent that the Assignee qualifies as a“legal entity customer” under the Beneficial Ownership Regulation, at least five (5) Business Days prior to the Assignment andAmendment Effective Date, any Lender that has requested, in a written notice to the Assignee at least ten (10) Business Days prior tothe Assignment and Amendment Effective Date, a Beneficial Ownership Certification in relation to the Assignee shall have receivedsuch Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to thisAssignment and Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied).(f) The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion from Cravath,Swaine & Moore LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.(g) Prior to or substantially concurrently with the occurrence of the Assignment and Amendment Effective Date, theBorrowers shall have reimbursed or paid, to the extent invoiced at least two (2) Business Days prior to the Assignment andAmendment Effective Date, all4 reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Assignment andAmendment.7.Reaffirmation of Guarantors. Holdings, on behalf of itself and each other Guarantor, (i) reaffirms all of theobligations and covenants of each Guarantor under the Guarantee Agreement and the other Loan Documents to which such Guarantoris a party, (ii) reaffirms each Guarantor’s guarantee of the Obligations pursuant to the Guarantee Agreement and (iii) agrees that eachGuarantor’s respective obligations shall not be reduced or limited by the execution and delivery of this Assignment and Amendmentand that the Guarantee Agreement and the other Loan Documents to which such Guarantor is a party shall continue to be in full forceand effect.8.No Modifications; No Novation. Except as expressly provided for herein, nothing contained in this Assignmentand Amendment shall amend or modify, or be deemed to amend or modify, the Credit Agreement or any other Loan Document. ThisAssignment and Amendment shall not constitute a novation of the Credit Agreement or the other Loan Documents.9.Governing Law, Waiver of Jury Trial, etc. The provisions of the Credit Agreement regarding governing law,jurisdiction, consent to service of process and waiver of jury trial as set forth in Sections 9.09 and 9.10 therein are incorporated hereinmutatis mutandis.10.Counterparts. This Assignment and Amendment may be executed in counterparts (and by different parties heretoon different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a singlecontract. Delivery of an executed counterpart of a signature page of this Assignment and Amendment by facsimile, pdf or otherelectronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Amendment.11. Binding Nature. This Assignment and Amendment shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns.[Signature Pages Follow]5  IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment and Amendment as of the date set forthabove. GENPACT INTERNATIONAL, LLC, as the AssignorBy:/s/ Thomas D.ScholtesName: Thomas D.ScholtesTitle: VicePresident & Assistant Secretary[Borrower Assignment & Assumption and Amendment Agreement]  GENPACT USA, INC., as the Assignee and the Domestic Borrower By:/s/ Thomas D.ScholtesName: Thomas D.ScholtesTitle: VicePresident & Secretary[Borrower Assignment & Assumption and Amendment Agreement]  GENPACT GLOBAL HOLDINGS (BERMUDA) LIMITED, as theBermuda BorrowerBy:/s/ Thomas D.ScholtesName: Thomas D.ScholtesTitle: VicePresident & Assistant Secretary[Borrower Assignment & Assumption and Amendment Agreement]  GENPACT LUXEMBOURG S.À R.L.,as the Luxembourg Borrower By:/s/ LucindaFullName: Lucinda FullTitle: Class AManager By:/s/ HaraldCharbonName: HaraldCharbonTitle: Class BManager[Borrower Assignment & Assumption and Amendment Agreement]  GENPACT LIMITED, as Holdings By:/s/ Thomas D.ScholtesName: Thomas D.ScholtesTitle: VicePresident & Assistant Secretary[Borrower Assignment & Assumption and Amendment Agreement]  WELLS FARGO BANK, NATIONAL ASSOCIATION, asAdministrative AgentBy:/s/ Kyle R.HoltzName: Kyle R.HoltzTitle: Director[Borrower Assignment & Assumption and Amendment Agreement]  LENDER: AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,as a LenderBy:/s/ RobertGrilloName: RobertGrilloTitle: Director[Borrower Assignment & Assumption and Amendment Agreement]  LENDER: THE BANK OF EAST ASIA, LIMITED,as a LenderBy:/s/ JamesHuaName: James HuaTitle: Senior VicePresident For institutions that require a second signature: By:/s/ KittySinName: Kitty SinTitle: Senior VicePresident[Borrower Assignment & Assumption and Amendment Agreement]  LENDER: Bank of America, N.A., as a LenderBy:/s/ JennyLamName: Jenny LamTitle: VicePresident [Borrower Assignment & Assumption and Amendment Agreement]  LENDER: Citibank, N.A., as a LenderBy:/s/ SiddarthBansaiName: SiddarthBansaiTitle: Director [Borrower Assignment & Assumption and Amendment Agreement]  LENDER: Credit Agricole Corporate and Investment Bank, as a LenderBy:/s/ SebastienPietrykName: SebastienPietrykTitle: ManagingDirector By:/s/ DorinaLukName: Dorina LukTitle: Director[Borrower Assignment & Assumption and Amendment Agreement]  LENDER: HUA NAN COMMERCIAL BANK, LTD.,NEW YORK AGENCYas a Lender By:/s/ I-ChinFangName: I-CHINFANGTitle: GENERALMANAGER[Borrower Assignment & Assumption and Amendment Agreement]  THE HUNTINGTON NATIONAL BANK,as a LenderBy:/s/ PhilAdresenName: Phil AdresenTitle: VicePresident[Borrower Assignment & Assumption and Amendment Agreement]  LENDER: JPMorgan Chase Bank, N.A., as a LenderBy:/s/ TasvirHasanName: TasvirHasanTitle: ExecutiveDirector [Borrower Assignment & Assumption and Amendment Agreement]  Land Bank of Taiwan Los Angeles Branch, as a LenderBy:/s/ Kuang WeiChangName: Kuang WeiChangTitle: VP &General Manager [Borrower Assignment & Assumption and Amendment Agreement]  MIZUHO BANK, LTD., as a LenderBy:/s/ RaymondVenturaName: RaymondVenturaTitle: ManagingDirector[Borrower Assignment & Assumption and Amendment Agreement]  LENDER: Morgan Stanley Bank, N.A., as a LenderBy:/s/ EmanuelMaName: Emanuel MaTitle: AuthorizedSignatory [Borrower Assignment & Assumption and Amendment Agreement]  LENDER: BANCO DE SABADELL, S.A., MIAMI BRANCH,as a LenderBy:/s/ EnriqueCastilloName: EnriqueCastilloTitle: Head ofCorporate Banking[Borrower Assignment & Assumption and Amendment Agreement]  LENDER: State Bank of India, New York, as a LenderBy:/s/ Niraj KumarPandaName: Niraj KumarPandaTitle: VP and Head(CMC)[Borrower Assignment & Assumption and Amendment Agreement]  LENDER: TD Bank, N.A., as a LenderBy:/s/ ToddAnticoName: Todd AnticoTitle: Senior VicePresident [Borrower Assignment & Assumption and Amendment Agreement]  LENDER: WESTPAC BANKING CORPORATION,as a LenderBy:/s/ MikeWilliamsName: MikeWilliamsTitle: Head ofDebt Products, Asia Westpac Banking Corporation By:/s/ GrahamCurdName: GrahamCurdTitle: Head ofLegal, Asia1 Attorney[Borrower Assignment & Assumption and Amendment Agreement]  Exhibit 21.1Subsidiaries of the Registrant: Name:Jurisdiction ofIncorporation: Genpact Australia Pty LtdAustraliaHeadstrong (Australia) Pty Ltd.AustraliaBarkawi Management Consultants GmbH AustriaGenpact Global (Bermuda) LimitedBermudaGenpact Global Holdings (Bermuda) LimitedBermudaGenpact Brasil Gestão de Processos Operacionais Ltda.BrazilGenpact Canada Ltd. CanadaHeadstrong Canada Ltd.CanadaGenpact (Dalian) Co. Ltd.ChinaGenpact (Dalian) Information & Technology Service Co., Ltd.ChinaGenpact (Foshan) Information & Technology Service Co., Ltd.ChinaGenpact (Qingdao) Information & Technology Service Co., Ltd.ChinaGenpact (Suzhou) Information & Technology Service Co., Ltd.ChinaGenpact Colombia S.A.S.ColombiaGenpact Czech s.r.o.Czech RepublicGenpact Egypt LLCEgyptGenpact Administraciones-Guatemala, S.A.GuatemalaLean Digital Services Guatemala, S.A.GuatemalaServicios Internacionales de Atencion Al Cliente, S.A.GuatemalaBarkawi Management Consultants GmbH & Co. KGGermanyBarkawi Verwaltungs GmbHGermanyCDC Career Development Center GmbH Career- & Recruiting SupportGermanyHeadstrong GmbHGermanyHeadstrong (Hong Kong) Ltd.Hong KongGenpact Hungary KftHungaryGenpact Services Hungary Kft.HungaryAxis Risk Consulting Services Pvt. Ltd.IndiaEndeavour Software Technologies Private LimitedIndiaGenpact Enterprise Risk Consulting LLPIndiaGenpact India Private LimitedIndiaGenpact Mobility Services (I) Pvt. Ltd.IndiaHeadstrong Services India Pvt. Ltd.IndiaRAGE Frameworks India Pvt. Ltd..IndiaGenpact Ireland Private LimitedIrelandGenpact Israel Ltd… IsraelPNMSoft Ltd… IsraelGenpact Consulting KKJapanGenpact Japan Business Services KKJapanGenpact Japan K.K.JapanGenpact Kenya LimitedKenya Genpact Latvia SIALatvia  Name:Jurisdiction ofIncorporation: Genpact Luxembourg S.à r.l.LuxembourgGenpact Investment Luxembourg S.à r.l.Luxembourg Genpact Malaysia Sdn BhdMalaysiaGenpact China InvestmentsMauritiusGenpact India HoldingsMauritiusGenpact MauritiusMauritiusEDM S. de R.L. de C.V.Mexico Genpact Morocco S.à r.l.MoroccoGenpact Morocco Training S.à r.l.MoroccoGenpact NL B.VNetherlandsGenpact V.O.F.NetherlandsGenpact New Zealand LimitedNew ZealandHeadstrong Philippines, Inc.PhilippinesGenpact PL sp. z o.o.PolandGenpact Poland sp. z o.o.PolandGenpact Services Poland sp. z o.o.PolandPNMSoft Portugal SOC Unipessoal, Lda.PortugalGenpact Romania SRLRomaniaGenpact Singapore Pte. Ltd.SingaporeGenpact Consulting (Singapore) Pte. Ltd.SingaporeGenpact Slovakia s.r.o.SlovakiaGenpact South Africa (Proprietary) LimitedSouth AfricaGenpact Strategy Consultants S.L.SpainHeadstrong Thailand Ltd.Thailand Genpact Turkey İş ve Finansal Danışmanlık Hizmetleri Limited ŞirketiTurkeyGenpact (UK) Ltd.United KingdomGenpact Regulatory Affairs UK LimitedUnited KingdomGenpact WM UK LimitedUnited KingdomHeadstrong (UK) Ltd.United KingdomHeadstrong Worldwide Ltd.United KingdomPharmalink Consulting LimitedUnited KingdomPharmalink Consulting Operations Ltd.United KingdomPNMSoft UK LimitedUnited KingdomStrategic Sourcing Excellence LimitedUnited KingdomAkritiv Technologies, Inc.United StatesBarkawi Management Consultants, LPUnited StatesBarkawi USA, Inc.United StatesBrightClaim Blocker, Inc..United StatesBrightClaim, LLC.United StatesBrightServe, LLCUnited StatesCommonwealth Informatics, Inc.United StatesEndeavour Software Technologies Inc.United StatesGenpact (Mexico) I LLCUnited StatesGenpact (Mexico) II LLCUnited States  Name:Jurisdiction ofIncorporation: Genpact CL, Inc.United StatesGenpact Collections LLCUnited StatesGenpact FAR LLC.United StatesGenpact Insurance Administration Services Inc.United StatesGenpact International, Inc.United StatesGenpact LH LLCUnited StatesGenpact LLCUnited StatesGenpact Mortgage Services, Inc.United StatesGenpact Onsite Services, Inc.United StatesGenpact Registered Agent, Inc.United StatesGenpact Services LLCUnited StatesGenpact Solutions, Inc.United StatesGenpact USA, Inc.United StatesGenpact US LLCUnited StatesGenpact WB LLCUnited StatesHeadstrong Business Services, Inc.United StatesHeadstrong CorporationUnited StatesHeadstrong Inc.United StatesHeadstrong Public Sector, Inc.United StatesHeadstrong Services LLCUnited StatesHigh Performance Partners, LLCUnited StatesJawood Business Process Solutions, LLCUnited StatesLeaseDimensions, IncUnited StatesNational Vendor, LLCUnited StatesOnSource, LLCUnited StatesOpenWealth Services, LLCUnited StatesPharmalink Consulting Inc.United StatesPNMSoft USA Inc.Inc...United StatesRAGE Frameworks, Inc.United StatesriskCanvas Holdings LLCUnited StatesStrategic Sourcing Excellence LLCUnited StatesTandemSeven, Inc.United StatesTechspan Holdings, Inc.United States  Exhibit 23.1Consent of Independent Registered Public Accounting FirmThe board of directorsGenpact Limited:We consent to the incorporation by reference in the registration statements (No. 333-210729) on Form S-3, (No. 333-217804) onForm S-8, (No. 333-184296) on Form S-8, (No. 333-153113) on Form S-8 and (No. 333-145152) on Form S-8/A of GenpactLimited of our reports dated March 01, 2019, with respect to the consolidated balance sheets of Genpact Limited as ofDecember 31, 2018 and 2017, the related consolidated statements of income, comprehensive income (loss), equity, and cashflows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the“consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2018,which reports appear in the December 31, 2018 annual report on Form 10‑K of Genpact Limited.Our report dated March 01, 2019, on the effectiveness of internal control over financial reporting as of December 31, 2018,contains an explanatory paragraph that states that Genpact Limited acquired Barkawi Management Consultants GmbH & Co.KG and certain related entities and Commonwealth Informatics Inc., and management excluded from its assessment of theeffectiveness of the Company’s internal control over financial reporting as of December 31, 2018, Barkawi ManagementConsultants GmbH & Co. KG and certain related entities and Commonwealth Informatics Inc.’s internal control over financialreporting associated with total assets of $132,908 thousands (of which $107,351 thousands represent goodwill and intangibleassets included within the scope of the assessment) and total revenues of $22,207 thousands included in the consolidatedfinancial statements of the Company as of and for the year ended December 31, 2018. Our audit of internal control overfinancial reporting of the Company also excluded an evaluation of the internal control over financial reporting of BarkawiManagement Consultants GmbH & Co. KG and certain related entities and Commonwealth Informatics Inc. /s/KPMGGurugram, Haryana, IndiaMarch 01, 2019  Exhibit 31.1CHIEF EXECUTIVE OFFICER CERTIFICATIONI, N.V. Tyagarajan, certify that: 1.I have reviewed this Annual Report on Form 10-K of Genpact Limited for the period ended December 31, 2018, as filed with theSecurities and Exchange Commission on the date hereof; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.Date: March 1, 2019 /s/ N.V. TYAGARAJANN.V. TyagarajanChief Executive Officer  Exhibit 31.2CHIEF FINANCIAL OFFICER CERTIFICATIONI, Edward J. Fitzpatrick, certify that: 1.I have reviewed this Annual Report on Form 10-K of Genpact Limited for the period ended December 31, 2018, as filed with theSecurities and Exchange Commission on the date hereof; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.Date: March 1, 2019 /s/ EDWARD J. FITZPATRICKEdward J. FitzpatrickChief Financial Officer  Exhibit 32.1Certification of the Chief Executive OfficerPursuant to 18 U.S.C. Section 1350,As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report of Genpact Limited (the “Company”) on Form 10-K for the period ended December 31, 2018 as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), I, N.V. Tyagarajan, Chief Executive Officer of the Company, certify,pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.Date: March 1, 2019 /s/ N.V. TYAGARAJANN.V. TyagarajanChief Executive OfficerGenpact Limited  Exhibit 32.2Certification of the Chief Financial OfficerPursuant to 18 U.S.C. Section 1350,As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report of Genpact Limited (the “Company”) on Form 10-K for the period ended December 31, 2018 as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward J. Fitzpatrick, Chief Financial Officer of the Company,certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.Date: March 1, 2019 /s/ EDWARD J. FITZPATRICK Edward J. FitzpatrickChief Financial OfficerGenpact Limited 

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