The following discussion should be read in conjunction with our consolidated
financial statements and the related notes that appear elsewhere in this
Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year
ended December 31, 2020 and with the information under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the year ended December 31, 2020. In addition to
historical information, this discussion includes forward-looking statements and
information that involves risks, uncertainties and assumptions, including but
not limited to those listed below and under "Risk Factors" in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021, and in our Annual
Report on Form 10-K for the year ended December 31, 2020.
               Special Note Regarding Forward-Looking Statements
We have made statements in this Quarterly Report on Form 10-Q (the "Quarterly
Report") in, among other sections, Part I, Item 2-"Management's Discussion and
Analysis of Financial Condition and Results of Operations" that are
forward-looking statements. 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
or similar expressions. These forward-looking statements, which are subject to
risks, uncertainties and assumptions about us, may include projections of our
future financial performance, which in some cases may be based on our growth
strategies and anticipated trends in our business. These statements are only
predictions based on our current expectations and projections about future
events. There are important factors that could cause our actual results, level
of activity, performance or achievements to differ materially from those
expressed or implied by the forward-looking statements. In particular, you
should consider the numerous risks outlined in Part II, Item 1A-"Risk Factors"
in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and
Part I, Item 1A-"Risk Factors" in our Annual Report on Form 10-K for the year
ended December 31, 2020. For a discussion of risks of which we are aware in
relation to the COVID-19 pandemic, see "Our business and results of operations
have been adversely impacted and may in the future be adversely impacted by the
COVID-19 pandemic" under Part I, Item 1A-"Risk Factors" in our Annual Report on
Form 10-K for the year ended December 31, 2020 and the supplemental information
included under Part II, Item 1A-"Risk Factors" in our Quarterly Report on Form
10-Q for the quarter ended March 31, 2021. Many of the risks, uncertainties and
other factors identified below are, and will be, amplified by the COVID-19
pandemic.
  Forward-looking statements we may make 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 uncertainty related to
the withdrawal of the United Kingdom from the European Union, commonly known as
Brexit, and heightened economic 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.
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Factors that may cause actual results to differ from expected results include,
among others:
•the impact of the COVID-19 pandemic and related response measures on our
business, results of operations and financial condition;
•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 internal controls;
•our ability to comply with data protection laws and regulations and to maintain
the security and confidentiality of personal and other sensitive data of our
clients, employees or others;
•telecommunications or technology disruptions or breaches, natural or other
disasters, or medical epidemics or pandemics, including the COVID-19 pandemic;
•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 in the future,
including as a result of tax policy changes in India, and our ability to
effectively execute our tax planning strategies;
•our dependence on revenues derived from clients in the United States and Europe
and clients that operate in certain industries, such as the financial services
industry;
•our ability to successfully consummate or integrate strategic acquisitions;
•our ability to maintain pricing and employee utilization rates;
•our ability to maintain pricing and asset utilization rates;
•our ability to hire and retain enough qualified employees to support our
operations;
•increases in wages in locations in which we have operations;
•our ability to service our defined contribution and benefit plans payment
obligations;
•clarification as to the possible retrospective application of a judicial
pronouncement in India regarding our defined contribution and benefit plans
payment obligations;
•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 global phase-out of LIBOR, the
development of alternative rates, including the Secured Overnight Financing
Rate, 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 that apply 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;
•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;
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•legislation in the United States or elsewhere that adversely affects the
performance of business process outsourcing and information technology services
offshore;
•increasing competition in our industry;
•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 acquisitions; 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 cannot guarantee future results,
level of activity, performance or achievements. Achievement of future results is
subject to risks, uncertainties, and potentially inaccurate assumptions. Should
known or unknown risks or uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results 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 prior statements to actual results or revised expectations. You are
advised, however, to consult any further disclosures we make on related subjects
in our Form 10-K, Form 10-Q and Form 8-K reports to the Securities and Exchange
Commission (the "SEC").

Ongoing impact of COVID-19 on our business and operating results

The COVID-19 pandemic continues to impact the global economy and the markets in
which we operate. Actions taken by international, federal, state, and local
public health and governmental authorities to contain and combat the outbreak
and spread of the COVID-19 pandemic across the globe, including travel bans,
quarantines and "stay-at-home" orders, and similar mandates continue to restrict
daily activities and have had an impact on our business, financial condition and
results of operations. This section provides a brief overview of how we are
responding to known and anticipated impacts of the COVID-19 pandemic on our
business, financial condition and results of operations.

The remote work arrangements that we implemented in 2020 remain in place in most
locations. Our work-from-home delivery capability steadily improved throughout
2020 and continued to improve during the first half of 2021. For the limited
number of employees who have returned to our offices, we have implemented new
safety, cleaning and medical screening procedures to help protect them from
COVID-19. We have also worked and continue to work with national, state, and
local authorities to comply with applicable rules and regulations related to the
COVID-19 pandemic.

In the first half of 2021, parts of the world experienced increased availability
and administration of COVID-19 vaccines, as well as an easing of restrictions on
social activity, workplaces, businesses and travel. In India, where we have
substantial operations, as a result of increased administration of COVID-19
vaccines and a decline in the number of COVID-19 cases related to the recent
second wave of the virus, many lockdown and associated restrictions have been
lifted by the Indian government. Notwithstanding improving conditions during the
first half of 2021, the COVID-19 pandemic continues, with temporary shutdowns of
our offices requested or mandated by governmental authorities. Due to the
associated uncertainties of the COVID-19 pandemic, we continue to evaluate the
nature and scope of the impact to our business and may take further strategic
actions in order to manage our business operations, costs and liquidity in
response to the ongoing impacts and changing market conditions resulting from
the pandemic.

In addition to complying with applicable government measures, we have taken a
series of actions in response to the COVID-19 pandemic to help our employees
through this crisis. In the geographies most affected by the recent COVID-19
variants, these actions included providing healthcare support, such as securing
and administering vaccines for our employees, facilitating our employees' access
to medical equipment, providing online medical consultations, extending medical
insurance to our employees' family members and enhancing the dollar value of
such coverage. Other actions we
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have taken include disseminating guidance and information to our employees,
facilitating remote work arrangements for our employees, providing increased
executive-level communications, developing various employee wellness programs
and providing enhanced leave for employees affected by COVID-19. We have also
taken a number of steps to protect against a perceived increase in certain risks
as a result of our increased remote work environment, including educating our
employees on information security best practices and adopting updated cyber
security and data privacy policies, among others.

Our Global Leadership Council continues to coordinate and oversee our actions in
response to the COVID-19 pandemic, including business continuity planning,
revenue and profitability, transformation service offerings to address new and
developing client needs, as well as human resource policies. We believe this
coordinated effort will maximize our flexibility and allow us to quickly
implement any necessary protocols for devising solutions to the problems we or
our clients are facing or may face in the future in relation to the pandemic.

As the COVID-19 pandemic evolves, we will continue to assess its impact on the
Company and respond accordingly, including taking further actions that alter our
business operations as may be required by regulatory authorities or that we
determine are in the best interests of our employees, customers, suppliers and
shareholders. The ultimate impact of COVID-19 on our business and the industry
in which we operate remains unknown and unpredictable. Our past results may not
be indicative of our future performance, and our financial results in future
periods, including but not limited to net revenues, income from operations,
income from operations margin, net income and earnings per share, may differ
materially from historical trends. The extent of the impact of the COVID-19
pandemic on our business will depend on a number of factors, including but not
limited to the duration and severity of the pandemic; rates of vaccination; the
macroeconomic impact of the spread of the virus; and related government stimulus
measures. We are currently unable to predict the full impact that COVID-19 will
have on our results from operations, financial condition, liquidity and cash
flows due to numerous uncertainties, including the duration and severity of the
pandemic and containment measures and the related macroeconomic impacts. For
example, to the extent the pandemic continues to disrupt economic activity
globally, we, like other businesses, will not be immune from its effects, and
our business, results of operations and financial condition may be adversely
affected, possibly materially, by prolonged decreases in spending on the types
of services we provide, deterioration of our clients' credit, or reduced
economic activities. In addition, some of our expenses are less variable in
nature and do not closely correlate with revenues, which may lead to a decrease
in our profitability.

For additional information about the risks we face in relation to the COVID-19
pandemic, see Part I, Item 1A-"Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2020 and Part II, Item 1A-"Risk Factors" in our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
Overview
We are 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 500 clients. We have over 104,000
employees serving clients in key industry verticals from more than 30 countries.
Our registered office is located at Canon's Court, 22 Victoria Street, Hamilton
HM 12, Bermuda.

In the quarter ended June 30, 2021, we recorded net revenues of $988.1 million,
of which $893.4 million, or 90.4%, was from clients other than General Electric
("GE"), which we refer to as Global Clients, with the remaining $94.8 million,
or 9.6%, from GE.
Certain Acquisitions

On December 31, 2020, we acquired 100% of the outstanding equity interests in
Enquero Inc, a California corporation, and certain affiliated entities in India,
the Netherlands and Canada (collectively referred to as "Enquero") for total
purchase consideration of $148.8 million. This amount represents cash
consideration of $137.2 million, net of cash acquired of $11.6 million. This
acquisition increases the scale and depth of our data and analytics
capabilities, enhancing our ability to accelerate the digital transformation
journeys of our clients through cloud technologies and advanced data analytics.
Goodwill arising from the acquisition amounting to $86.6 million has been
allocated among our three reporting units as follows: Banking, Capital Markets
and Insurance ("BCMI") in the amount of $2.6 million, Consumer Goods, Retail,
Life Sciences and Healthcare ("CGRLH") in the amount of $22.2 million and High
Tech, Manufacturing and Services ("HMS") in the amount of $61.8 million, using a
relative fair value allocation method. The goodwill arising from this
acquisition is not deductible for income tax purposes. The goodwill represents
primarily the acquired capabilities and other benefits expected to result from
combining the acquired operations with our existing operations.


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On October 5, 2020, we acquired 100% of the outstanding equity/limited liability
company interests in SomethingDigital.Com LLC, a New York limited liability
company, for total purchase consideration of $57.5 million. This amount
represents cash consideration of $56.1 million, net of cash acquired of $1.4
million. This acquisition supports our strategy to integrate experience and
process innovation to help clients on their digital transformation journeys and
expands on our existing experience capabilities to support end-to-end digital
commerce solutions, both business-to-business and business-to-consumer.
Additionally, this acquisition expands our capabilities into Magento Commerce,
which powers Adobe Commerce Cloud, and Shopify Plus, a cloud-based-ecommerce
platform for high-volume merchants. Goodwill arising from the acquisition
amounting to $36.9 million has been allocated among two of our reporting units
as follows: CGRLH in the amount of $30.4 million and HMS in the amount of $6.5
million, using a relative fair value allocation method. Of the total goodwill
arising from this acquisition, $35.1 million is deductible for income tax
purposes. The goodwill represents primarily the acquired capabilities and other
benefits expected to result from combining the acquired operations with our
existing operations.

On November 12, 2019, we acquired the outstanding equity/limited liability
company interests in Rightpoint Consulting, LLC, an Illinois limited liability
company, and certain affiliated entities in the United States and India
(collectively referred to as "Rightpoint") for total purchase consideration of
$270.7 million. This amount includes cash consideration of $268.2 million, net
of cash acquired of $2.5 million. This acquisition expands our capabilities in
improving customer experience and strengthens our reputation as a thought leader
in this space. The securities purchase agreement provided certain of the selling
equity holders the option to elect to either (a) receive 100% consideration in
cash at the closing date for their limited liability company interests and
vested options or (b) "roll over" and retain 25% of their Rightpoint limited
liability company interests and vested options and receive consideration in cash
at closing for the remaining 75% of their Rightpoint limited liability company
interests and vested options. Certain selling equity holders elected to receive
deferred, variable earnout consideration with an estimated value of $21.5
million over the three-year rollover period, which is included in the purchase
consideration. The amount of deferred consideration ultimately payable to the
rollover sellers will be based on the future revenue multiple of the acquired
business. Goodwill arising from the acquisition amounting to $177.2 million has
been allocated among our three reporting units as follows: BCMI in the amount of
$17.0 million, CGRLH in the amount of $43.0 million and HMS in the amount of
$117.2 million, using a relative fair value allocation method. Of the total
goodwill arising from this acquisition, $91.9 million is deductible for income
tax purposes. The goodwill primarily represents the acquired capabilities and
other benefits expected to result from combining the acquired operations with
our existing operations.

Critical Accounting Policies and Estimates
For a description of our critical accounting policies, see Note 2-"Summary of
significant accounting policies" under Part I, Item 1-"Unaudited Consolidated
Financial Statements" above, as well as Part II, Item 7-"Management's Discussion
and Analysis of Financial Condition and Results of Operations-Critical
Accounting Policies and Estimates" and Note 2-"Summary of significant accounting
policies" under Part IV, Item 15-"Exhibits and Financial Statement Schedules" in
our Annual Report on Form 10-K for the year ended December 31, 2020.
Due to rounding, the numbers presented in the tables included in this "Item
2-Management's Discussion and Analysis of Financial Condition and Results of
Operations" may not add up precisely to the totals provided.
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Results of Operations
The following table sets forth certain data from our consolidated statements of
income for the three and six months ended June 30, 2020 and 2021.
                                                                                                                                             Percentage Change
                                                                                                                                            Increase/(Decrease)
                                              Three months ended                           Six months ended                   Three months ended June         Six months ended
                                                   June 30,                                    June 30,                                 30,                       June 30,
                                                                                                                                      2021 vs.                    2021 vs.
                                          2020                 2021                  2020                   2021                        2020                        2020
                                                                                               (dollars in millions)
Net revenues-Global Clients                 $ 783.3               $ 893.4             $ 1,584.9              $ 1,746.4                          14.0  %                10.2  %
Net revenues-GE                               116.8                  94.8                 238.4                  187.8                         (18.8) %               (21.2) %
Total net revenues                            900.1                 988.1               1,823.3                1,934.2                           9.8  %                 6.1  %
Cost of revenue                               593.9                 633.0               1,198.7                1,233.9                           6.6  %                 2.9  %
Gross profit                                  306.2                 355.1                 624.6                  700.3                          16.0  %                12.1  %
Gross profit margin                         34.0  %               35.9  %               34.3  %                36.2  %
Operating expenses
Selling, general and
administrative expenses                       186.3                 204.2                 383.7                  404.9                           9.6  %                 5.5  %
Amortization of acquired
intangible assets                              10.7                  14.6                  21.4                   30.7                          36.0  %                43.3  %
Other operating (income)
expense, net                                   18.8                 (0.5)                  18.5                  (0.1)                        (102.5) %              (100.7) %
Income from operations                         90.4                 136.9                 201.0                  264.8                          51.5  %                31.7  %
Income from operations as a
percentage of net revenues                  10.0  %               13.9  %               11.0  %                13.7  %
Foreign exchange gains
(losses), net                                 (0.5)                   5.5                  14.0                    8.8                             NM *               (37.2) %
Interest income (expense), net               (13.6)                (13.1)                (25.3)                 (25.4)                          (3.9) %                 0.5  %
Other income (expense), net                     2.9                   6.1                   0.0                    7.5                         108.7  %                   NM *
Income before income tax
expense                                        79.1                 135.4                 189.7                  255.6                          71.1  %                34.8  %
Income tax expense                             17.0                  32.7                  41.8                   61.7                          92.5  %                47.3  %
Net income                                   $ 62.2               $ 102.7               $ 147.9                $ 194.0                          65.2  %                31.2  %
Net income as a percentage of
net revenues                                 6.9  %               10.4  %                8.1  %                10.0  %


*N0t Meaningful
Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30,
2020
Net revenues. Our net revenues were $988.1 million in the second quarter of
2021, up $88.0 million, or 9.8%, from $900.1 million in the second quarter of
2020. The growth in our net revenues was from Global Clients and derived from
both our transformation services and intelligent operations, primarily in our
CGRLH segment, insurance clients within our BCMI segment and high tech and
manufacturing clients within our HMS segment. Our net revenues from GE declined
in the second quarter of 2021 compared to the second quarter of 2020, largely
due to contractual commitments to reduce the number of employees providing
services and a reduction in GE's discretionary expenditures resulting from the
macroeconomic environment, as well as GE's divestitures of certain businesses
that as of January 1, 2021 are included in our Global Client portfolio.
Adjusted for foreign exchange, primarily the impact of changes in the value of
the Australian dollar, the euro and U.K. pound sterling against the U.S. dollar,
our net revenues grew 7.2% in the second quarter of 2021 compared to the second
quarter of 2020 on a constant currency1 basis. Revenue growth on a constant
currency basis1 is a non-GAAP measure. We provide information about our revenue
growth on a constant currency1 basis so that our revenue may be viewed without
the impact of foreign currency exchange rate fluctuations, thereby facilitating
period-to-period comparisons of our business performance. Total net revenues on
a constant currency1 basis are calculated by restating current-period activity
using the prior fiscal period's foreign currency exchange rates and adjusted for
hedging gains/losses.
1 Revenue growth on a constant currency basis is a non-GAAP measure and is
calculated by restating current-period activity using the prior fiscal period's
foreign currency exchange rates adjusted for hedging gains/losses in such
period.
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Our average workforce increased 5.1% to approximately 102,100 in the second quarter of 2021, compared to approximately 96,900 in the second quarter of 2020.

                                                               Three months ended                        Percentage Change
                                                                    June 30,                            Increase/(Decrease)
                                                             2020                  2021                    2021 vs. 2020
                                                                                 (dollars in millions)
Net revenues - Global Clients                         $     783.3              $   893.4                                   14.0  %
Net revenues - GE                                     $     116.8              $    94.8                                  (18.8) %
Total net revenues                                    $     900.1              $   988.1                                    9.8  %



Net revenues from Global Clients in the second quarter of 2021 were $893.4
million, up $110.0 million, or 14.0%, from $783.3 million in the second quarter
of 2020. This increase was primarily driven by growth in our CGRLH segment, high
tech and manufacturing clients within our HMS segment and insurance clients
within our BCMI segment, all led by transformation services, partially offset by
a restructured relationship with one of our banking and capital market clients.
As a percentage of total net revenues, net revenues from Global Clients
increased from 87.0% in the second quarter of 2020 to 90.4% in the second
quarter of 2021.
Net revenues from GE in the second quarter of 2021 declined 18.8% compared to
the second quarter of 2020, largely due to contractual commitments to reduce the
number of employees providing services and a reduction in GE's discretionary
expenditures resulting from the macroeconomic environment, as well as the
inclusion of $10.4 million in revenues from certain GE-divested businesses as
Global Client revenue in the second quarter of 2021 following their divestiture
by GE.
Revenues by segment were as follows:

                              Three months ended
                                   June 30,                 Percentage 

Modify Increase / (Decrease)

                               2020             2021                    2021 vs. 2020
                             (dollars in millions)
BCMI                    $     253.2           $ 249.8                                      (1.4) %
CGRLH                                306.7        373.1                                    21.6  %
HMS                                  352.7        358.1                                     1.5  %
Others                        (12.5)                7.2                                   157.4  %
Total net revenues      $     900.1           $ 988.1                                       9.8  %



Net revenues from our BCMI segment decreased by 1.4% in the second quarter of
2021 compared to the second quarter of 2020, as a result of the impact of
restructuring of a contract with a large client in our banking and capital
markets vertical during the fourth quarter of 2020, partially offset by higher
revenues from clients in our insurance vertical and an increase in
transformation services delivered to banking and capital markets clients. Net
revenues from our CGRLH segment increased by 21.6% in the second quarter of 2021
compared to the second quarter of 2020, primarily driven by increases in both
transformation services and intelligent operations, as well as revenue from our
recent acquisitions of Enquero and SomethingDigital.Com LLC in the fourth
quarter of 2020. Net revenues from our HMS segment increased by 1.5% in the
second quarter of 2021 compared to the second quarter of 2020, primarily driven
by an increase in revenues from Global Clients in our high tech and
manufacturing verticals within our HMS segment, which also included revenue from
our recent acquisition of Enquero in the fourth quarter of 2020, partially
offset by lower revenues from GE in our manufacturing and services vertical due
to contractual commitments to reduce the number of employees providing services
as well as a reduction in GE's discretionary expenditures resulting from the
macroeconomic environment. Net revenues from Others primarily represents the
impact of foreign exchange fluctuations, which is not allocated to our segments
for management's internal reporting purposes. For additional information, see
Note 19-"Segment reporting" under Part I, Item 1-"Unaudited Consolidated
Financial Statements" above.


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Cost of revenue. Cost of revenue was $633.0 million in the second quarter of
2021, up $39.1 million, or 6.6%, from the second quarter of 2020. The increase
in our cost of revenue in the second quarter of 2021 compared to the second
quarter of 2020 was primarily due to (i) an increase in our operational
headcount supporting revenue growth, including in the number of onshore
personnel, related to large deals and transformation services delivery as well
as from the acquisitions of SomethingDigital.Com LLC and Enquero in the fourth
quarter of 2020, (ii) wage inflation, and (iii) higher expenses associated with
medical costs related to the impact of COVID-19 on our employees. This increase
was partially offset by (i) improved utilization of transformation services
resources and (ii) a decrease in depreciation expense in the second quarter of
2021 compared to the second quarter of 2020. We also recorded a non-recurring
restructuring charge related to employee severance in the second quarter of 2020
while no corresponding charge was recorded in the second quarter of 2021. For
additional information, see Note 26-"Restructuring" under Part I,
Item 1-"Unaudited Consolidated Financial Statements" above.

Gross margin. Our gross margin increased from 34.0% in the second quarter of
2020 to 35.9% in the second quarter of 2021, driven primarily by an increase in
transformation services delivered to our clients as well as a higher utilization
rate, partially offset by higher expenses associated with medical costs related
to the impact of COVID-19 on our employees, in the second quarter of 2021
compared to the second quarter of 2020. We also recorded a non-recurring
restructuring charge related to employee severance in the second quarter of
2020, while there was no corresponding expense recorded in the second quarter of
2021.

Selling, general and administrative expenses (SG&A). SG&A expenses as a
percentage of total net revenues were flat at 20.7% in the second quarter of
2020 and 2021. SG&A expenses were $204.2 million in the second quarter of 2021,
up $17.9 million, or 9.6%, from the second quarter of 2020. This increase in
expense was primarily due to higher staffing to support increased revenues,
higher medical costs related to the impact of COVID-19 on our employees, higher
marketing expenses, and wage inflation in the second quarter of 2021 compared to
the second quarter of 2020, partially offset by improved operating leverage.
Amortization of acquired intangibles. Amortization of acquired intangibles were
$14.6 million in the second quarter of 2021, up $3.9 million, or 36.0%, from the
second quarter of 2020. This increase is primarily due to higher amortization
expense related to intangibles pertaining to the acquisitions of Enquero and
SomethingDigital.Com LLC in the fourth quarter of 2020.
Other operating (income) expense, net. Other operating income (net of expense)
was $0.5 million in the second quarter of 2021 compared to operating expense
(net of income) of $18.8 million in the second quarter of 2020. This change was
due to a non-recurring charge of $10.2 million related to the abandonment of
various office premises as part of our 2020 restructuring and an impairment
charge of $10.0 million related to tangible and intangible assets, primarily
technology- and customer-related, in the second quarter of 2020, while no such
charge was recorded in the second quarter of 2021. For additional information,
see Note 26-"Restructuring" under Part I, Item 1-"Unaudited Consolidated
Financial Statements" above.

Income from operations. As a result of the foregoing factors, income from
operations as a percentage of total net revenues increased from 10.0% in the
second quarter of 2020 to 13.9% in the second quarter of 2021. Income from
operations increased by $46.5 million from $90.4 million in the second quarter
of 2020 to $136.9 million in the second quarter of 2021, driven by higher
revenues and associated operating income margins.
Foreign exchange gains (losses), net. We recorded a net foreign exchange gain of
$5.5 million in the second quarter of 2021, compared to a net foreign exchange
loss of $0.5 million in the second quarter of 2020. The gain in the second
quarter of 2021 was due to the depreciation of the Indian rupee against the U.S.
dollar, and the loss in the second quarter of 2020 resulted primarily from the
appreciation of the Mexican peso against the U.S. dollar.
Interest income (expense), net.  Our interest expense (net of interest income)
was $13.1 million in the second quarter of 2021, down $0.5 million, or 3.9%,
from the second quarter of 2020, primarily due to a $0.3 million decrease in
interest expense and a $0.2 million increase in interest income. The decrease in
interest expense was primarily due to lower outstanding total debt in the second
quarter of 2021 compared to the second quarter of 2020, including a lower
revolving credit facility balance and a lower average London Interbank Offered
Rate ("LIBOR")-based rate on our revolving credit facility and term loan,
partially offset by higher losses on interest rate swaps in the second quarter
of 2021 compared to the second quarter of 2020 as well as by higher interest
expense related to our $350.0 million aggregate principal amount of 1.750%
senior notes issued in March 2021 ("2021 Senior Notes"), which we discuss in the
section titled "Liquidity and Capital Resources-Financial Condition" below. The
weighted average rate of interest on our debt, including the net impact of
interest rate swaps, increased from 2.8% in the second quarter of 2020 to 2.9%
in the second quarter of 2021.
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Other income (expense), net. Our other income (net of expense) was $6.1 million
in the second quarter of 2021 compared to $2.9 million in the second quarter of
2020. The increase in other income in the second quarter of 2021 was largely
attributable to the settlement of certain pre-GE divestiture related tax
liabilities for which we were indemnified by GE.

Income tax expense. Our income tax expense was $32.7 million in the second
quarter of 2021, up from $17.0 million in the second quarter of 2020,
representing an effective tax rate ("ETR") of 24.2%, up from 21.5% in the second
quarter of 2020. The increase in our ETR is primarily due to a more favorable
jurisdictional mix of income in 2020 and the expiration of certain tax benefits
in 2021, partially offset by certain discrete benefits recorded in the second
quarter of 2021.
Net income. As a result of the foregoing factors, net income as a percentage of
total net revenues was 10.4% in the second quarter of 2021, up from 6.9% in the
second quarter of 2020. Net income increased from $62.2 million in the second
quarter of 2020 to $102.7 million in the second quarter of 2021.
Adjusted income from operations. Adjusted income from operations ("AOI")
increased by $31.5 million from $145.5 million in the second quarter of 2020 to
$177.0 million in the second quarter of 2021. Our AOI margin increased from
16.2% in the second quarter of 2020 to 17.9% in the second quarter of 2021
primarily due to higher revenues, gross margins expansion as well as operating
leverage.
AOI is a non-GAAP measure and is not based on any comprehensive set of
accounting rules or principles and should not be considered a substitute for, or
superior to, financial measures calculated in accordance with GAAP, and may be
different from non-GAAP financial measures used by other companies. We believe
that presenting AOI together with our reported results can provide useful
supplemental information to our investors and management regarding financial and
business trends relating to our financial condition and results of operations. A
limitation of using AOI versus net income calculated in accordance with GAAP is
that AOI excludes certain recurring costs and certain other charges, namely
stock-based compensation and amortization of acquired intangibles. We compensate
for this limitation by providing specific information on the GAAP amounts
excluded from AOI.
We calculate AOI as net income, excluding (i) stock-based compensation, (ii)
amortization and impairment of acquired intangible assets, (iii)
acquisition-related expenses excluded in the period in which an acquisition is
consummated, (iv) foreign exchange (gain)/loss, (v) restructuring expenses, (vi)
interest (income) expense, and (vii) income tax expense, as we believe that our
results after taking into account these adjustments more accurately reflect our
ongoing operations. For additional information, see Note 19-"Segment reporting"
under Part I, Item 1-"Unaudited Consolidated Financial Statements" above.
During the second quarter of 2020, as a result of COVID-19 pandemic, we
undertook restructuring measures that amounted to $21.7 million. This
restructuring charge was excluded from AOI in the second quarter of 2020, and no
such charge was recorded in the second quarter of 2021. For additional
information, see Note 26-"Restructuring" under Part I, Item 1-"Unaudited
Consolidated Financial Statements" above.
The following table shows the reconciliation of AOI to net income, the most
directly comparable GAAP measure, for the three months ended June 30, 2020 and
2021:

                                                                    Three months ended
                                                                         June 30,
                                                                     2020            2021
                                                                   (dollars in millions)
Net income                                                     $     62.2          $ 102.7
Foreign exchange (gains) losses, net                                  0.5   

(5.5)

Interest (income) expense, net                                             13.6       13.1
Income tax expense                                                         17.0       32.7
Stock-based compensation                                                   18.8       19.7
Amortization and impairment of acquired intangible assets                  11.7       14.3
Restructuring expenses                                               21.7                -
Adjusted income from operations                                $    145.5          $ 177.0




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The following table presents our AOI by segment for the three months ended.
June 30, 2020 and 2021:

                  Three months ended
                       June 30,                Percentage Change 

Increase decrease)

            2020                  2021                     2021 vs. 2020
                (dollars in millions)
BCMI        $     14.5            $ 34.1                                     135.2  %
CGRLH                     46.2        63.1                                    36.8  %
HMS                       62.7        68.0                                     8.5  %
Others                    22.1        11.7                                   (47.0) %



AOI of our BCMI segment increased to $34.1 million in the second quarter of 2021
from $14.5 million in the second quarter of 2020, primarily driven by higher
utilization of transformation resources and lower discretionary spending in the
second quarter of 2021 compared to the second quarter of 2020, lower revenues in
the second quarter of 2020 due to delayed approvals from clients in our BCMI
segment related to shifting to a virtual operating environment, coupled with
charges related to a write-down of certain technology-related assets in the
second quarter of 2020, while no such charge was recorded in the second quarter
of 2021. AOI of our CGRLH segment increased to $63.1 million in the second
quarter of 2021 from $46.2 million in the second quarter of 2020, primarily due
to revenue growth, higher utilization of transformation resources and lower
discretionary spending. AOI of our HMS segment increased to $68.0 million in the
second quarter of 2021 from $62.7 million in the second quarter of 2020,
primarily due to higher utilization of transformation resources and lower
discretionary spending in the second quarter of 2021 compared to the second
quarter of 2020. AOI for "Others" in the table above primarily represents the
impact of foreign exchange fluctuations, adjustment of allowances for credit
losses and over or under-absorption of overheads, none of which is allocated to
any individual segment for management's internal reporting purposes. See Note
19-"Segment reporting" to our consolidated financial statements under Part I,
Item 1- "Unaudited Consolidated Financial Statements" above.
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Six months ended June 30,2021 Compared to the Six months ended June 30, 2020
Net revenues. Our net revenues were $1,934.2 million in the first half of 2021,
up $110.9 million, or 6.1%, from $1,823.3 million in the first half of 2020. The
growth in our net revenues was from Global Clients and derived from both our
transformation services and intelligent operations, primarily in our CGRLH
segment, insurance clients within our BCMI segment and high tech and
manufacturing clients within our HMS segment. Revenue from GE declined in the
first half of 2021 compared to the first half of 2020, largely due to
contractual commitments to reduce the number of employees providing services and
a reduction in GE's discretionary expenditures resulting from the macroeconomic
environment, as well as GE's divestitures of certain businesses that as of
January 1, 2021 are reflected in our Global Client portfolio.
Adjusted for foreign exchange, primarily the impact of changes in the value of
the euro, Australian dollar and U.K. pound sterling against the U.S. dollar, our
net revenues grew 4.2% in the first half of 2021 compared to the first half of
2020 on a constant currency2 basis. Revenue growth on a constant currency2 basis
is a non-GAAP measure. We provide information about our revenue growth on a
constant currency2 basis so that our revenue may be viewed without the impact of
foreign currency exchange rate fluctuations, thereby facilitating
period-to-period comparisons of our business performance. Total net revenues on
a constant currency2 basis are calculated by restating current-period activity
using the prior fiscal period's foreign currency exchange rates and adjusted for
hedging gains/losses.
Our average headcount increased by 2.5% to approximately 99,600 in the first
half of 2021 from approximately 97,100 in the first half of 2020.

                                                                                Percentage Change
                                          Six months ended June 30,            Increase/(Decrease)
                                             2020                 2021            2021 vs. 2020
                                            (dollars in millions)
Net revenues - Global Clients       $      1,584.9             $ 1,746.4                    10.2  %
Net revenues - GE                   $        238.4             $   187.8                   (21.2) %
Total net revenues                  $      1,823.3             $ 1,934.2                     6.1  %



Net revenues from Global Clients in the first half of 2021 were $1,746.4
million, up $161.5 million, or 10.2%, from $1,584.9 million in the first half of
2020. This increase was primarily driven by growth in our CGRLH and HMS
segments, led by transformation services. As a percentage of total net revenues,
net revenues from Global Clients increased from 86.9% in the first half of 2020
to 90.3% in the first half of 2021.

Net revenues from GE in the first half of 2021 were $187.8 million, down $50.6
million, or 21.2%, from $238.4 million in the first half of 2020. The decrease
in revenue from GE in the first half of 2021 was driven by contractual
commitments to reduce the number of employees providing services and a reduction
in GE's discretionary expenditures resulting from the macroeconomic environment,
as well as the inclusion of $19.6 million in revenue from certain GE-divested
businesses as Global Client revenue in 2021 following their divestiture by GE.
2 Revenue growth on a constant currency basis is a non-GAAP measure and is
calculated by restating current-period activity using the prior fiscal period's
foreign currency exchange rates adjusted for hedging gains/losses in such
period.
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Revenues by segment are as follows:

                                                                    Percentage Change
                              Six months ended June 30,            Increase/(Decrease)
                                 2020                 2021            2021 vs.2020
                                (dollars in millions)
BCMI                    $        522.0             $   492.1                    (5.7) %
CGRLH                                     611.9          713.1                  16.5  %
HMS                                       706.9          715.0                   1.1  %
Others                                   (17.5)           14.0                 179.8  %
Total net revenues      $      1,823.3             $ 1,934.2                     6.1  %


Net revenues from our BCMI segment decreased 5.7% in the first half of 2021
compared to the first half of 2020, largely as a result of the impact of
restructuring of a contract with a large client in our banking and capital
markets vertical within our BCMI segment during the fourth quarter of 2020,
partially offset by higher revenues in our insurance vertical and an increase in
transformation services delivered to banking and capital markets clients. Net
revenues from our CGRLH segment increased by 16.5% in the first half of 2021
compared to the first half of 2020, primarily driven by an increase in both our
transformation services and intelligent operations, including revenue from our
recent acquisitions of Enquero and SomethingDigital.Com LLC in the fourth
quarter of 2020. Net revenues from our HMS segment increased by 1.1% in the
first half of 2021 compared to the first half of 2020, primarily driven by an
increase in transformation services, including revenue from our recent
acquisition of Enquero, partially offset by lower revenue from GE, driven by
contractual commitments to reduce the number of employees providing services and
a reduction in GE's discretionary expenditures resulting from the macroeconomic
environment. Net revenues from "Others" primarily represents the impact of
foreign exchange fluctuations, which is not allocated to our segments for
management's internal reporting purposes. For additional information, see Note
19-"Segment reporting" under Part I, Item 1-"Unaudited Consolidated Financial
Statements" above.

Cost of revenue. Cost of revenue was $1,233.9 million in the first half of 2021,
up $35.2 million, or 2.9%, from the first half of 2020. The increase in our cost
of revenue in the first half of 2021 compared to the first half of 2020 was
primarily due to (i) an increase in our operational headcount supporting revenue
growth, including in the number of onshore personnel, related to large deals and
transformation services delivery as well as from the acquisition of
SomethingDigital.Com LLC and Enquero in the fourth quarter of 2020, (ii) wage
inflation, and (iii) higher expenses associated with medical costs related to
the impact of COVID-19 on our employees. This increase was partially offset by
(i) improved utilization of transformation services resources and (ii) a
decrease in travel costs as a result of the impact of the COVID-19 pandemic in
the first half of 2021 compared to the first half of 2020. We also recorded a
non-recurring charge related to retirement fund assets in India and a
restructuring charge related to employee severance in the first half of 2020
while no corresponding charge was recorded in the first half of 2021. For
additional information, see Note 26-"Restructuring" under Part I,
Item 1-"Unaudited Consolidated Financial Statements" above.

Gross margin. Our gross margin increased from 34.3% in the first half of 2020 to
36.2% in the first half of 2021, primarily driven by improved transformation
services utilization and higher analytics revenues as well as lower travel costs
as a result of the impact of the COVID-19 pandemic in the first half of 2021
compared to the first half of 2020, partially offset by higher expenses
associated with medical costs primarily related to the impact of COVID-19 on our
employees. We recorded a non-recurring charge related to retirement fund assets
in India and a restructuring charge related to employee severance in the first
half of 2020 while no such charge was recorded in the first half of 2021.

Selling, general and administrative expenses (SG&A). SG&A expenses as a
percentage of total net revenues decreased from 21.0% in the first half of 2020
to 20.9% in the first half of 2021. SG&A expenses were $404.9 million in the
first half of 2021, up $21.2 million compared to the first half of 2020. This
increase in expense was primarily due to higher staffing to support increased
revenues, higher medical costs related to the impact of COVID-19 on our
employees, higher marketing expenses, and wage inflation in the first half of
2021 compared to the first half of 2020, partially offset by improved operating
leverage.

Amortization of acquired intangibles. Amortization of acquired intangibles was
$30.7 million in the first half of 2021, up $9.3 million, or 43.3%, from the
first half of 2020. This increase is primarily due to higher amortization
expense
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related to intangibles pertaining to the acquisitions of Enquero and
SomethingDigitial.Com LLC in the fourth quarter of 2020.
Other operating (income) expense, net. Other operating income (net of expense)
was $0.1 million in the first half of 2021 compared to other operating expense
(net of income) of 18.5 million in the first half of 2020. The decrease in other
operating expense was primarily due to a non-recurring impairment charge of
$10.2 million related to the abandonment of various office premises as part of
our 2020 restructuring and an impairment charge of $10.0 million related to
tangible and intangible assets, primarily technology- and customer-related in
the first half of 2020, while no such charge was recorded in the first half of
2021. For additional information, see Note 10-"Goodwill and intangible assets"
and Note 26-"Restructuring" under Part I, Item 1-"Unaudited Consolidated
Financial Statements" above.

Income from operations. As a result of the foregoing factors, income from
operations as a percentage of total net revenues increased from 11.0% in the
first half of 2020 to 13.7% in the first half of 2021. Income from operations
increased by $63.8 million to $264.8 million in the first half of 2021 from
$201.0 million in the first half of 2020 driven by higher revenues and
associated operating income margins.
Foreign exchange gains (losses), net. We recorded a net foreign exchange gain of
$8.8 million in the first half of 2021, compared to a net foreign exchange gain
of $14.0 million in the first half of 2020. The gain in the first half of 2021
resulted primarily from the depreciation of the Indian rupee against the U.S.
dollar, while the gain in the first half of 2020 resulted primarily from the
depreciation of the Indian rupee and Australian dollar against the U.S. dollar.
Interest income (expense), net. Our interest expense (net of interest income)
was $25.4 million in the first half of 2021, up $0.1 million, or 0.5%, from the
first half of 2020. The increase in interest expense (net of interest income)
was primarily due to interest expense on our $350.0 million aggregate principal
amount of the 2021 Senior Notes. This increase was partially offset by a
decrease in interest expense due to lower drawdown of our revolving credit
facility, including a lower average LIBOR-based rate on our revolving credit
facility and term loan, partially offset by higher losses on interest rate swaps
in the first half of 2021 compared to the first half of 2020, which we discuss
in the section titled "Liquidity and Capital Resources-Financial Condition"
below. Our interest income decreased by $0.9 million in the first half of 2021
compared to the first half of 2020, primarily due to lower interest income in
India. The weighted average rate of interest on our debt, including the net
impact of interest rate swaps, was 3.0%, unchanged from the first half of 2020
to 2021.

Other income (expense), net. Our other income (net of expense) was $7.5 million
in the first half of 2021 compared to other income (net of expense) of $0.0
million in the first half of 2020. The increase in other income in the first
half of 2021 was largely attributable to changes in the fair value of assets in
our deferred compensation plan, and the settlement of certain pre-GE divestiture
related tax liabilities, for which we were indemnified by GE.
Income tax expense. Our income tax expense was $61.7 million in the first half
of 2021, up from $41.8 million in the first half of 2020, representing an ETR of
24.1%, up from 22.1% in the first half of 2020. The increase in our ETR is
primarily due to the expiration of certain tax benefits in 2021 and higher
discrete benefits recorded in the first half of 2020 compared to the first half
of 2021.
Net income. As a result of the foregoing factors, net income as a percentage of
total net revenues was 10.0% in the first half of 2021, up from 8.1% in the
first half of 2020. Net income increased by $46.1 million from $147.9 million in
the first half of 2020 to $194.0 million in the first half of 2021.
Adjusted income from operations. Adjusted income from operations ("AOI")
increased by $58.5 million from 281.2 million in the first half of 2020 to 339.7
million in the first half of 2021. Our AOI margin increased from 15.4% in the
first half of 2020 to 17.6% in the first half of 2021. This increase was due to
higher revenues, gross margin expansion, lower travel costs as a result of the
impact of the COVID-19 pandemic, as well as operating leverage in the first half
of 2021 compared to the first half of 2020.
AOI is a non-GAAP measure and is not based on any comprehensive set of
accounting rules or principles and should not be considered a substitute for, or
superior to, financial measures calculated in accordance with GAAP, and may be
different from non-GAAP financial measures used by other companies. We believe
that presenting AOI together with our reported results can provide useful
supplemental information to our investors and management regarding financial and
business trends relating to our financial condition and results of operations. A
limitation of using AOI versus net income calculated in accordance with GAAP is
that AOI excludes certain recurring costs and certain other charges, namely
stock-based compensation and amortization of acquired intangibles. We compensate
for this limitation by providing specific information on the GAAP amounts
excluded from AOI.
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We calculate AOI as net income, excluding (i) stock-based compensation, (ii)
amortization and impairment of acquired intangible assets, (iii)
acquisition-related expenses excluded in the period in which an acquisition is
consummated, (iv) foreign exchange (gain)/loss, (v) restructuring expenses, (vi)
interest (income) expense, and (vii) income tax expense, as we believe that our
results after taking into account these adjustments more accurately reflect our
ongoing operations. For additional information, see Note 19-"Segment reporting"
under Part I, Item 1-"Unaudited Consolidated Financial Statements" above.
During the first half of 2020, as a result of COVID-19 pandemic, we undertook
restructuring measures that amounted to $21.7 million. This restructuring charge
was excluded from AOI in the first half of 2020, and no corresponding charge was
recorded in the first half of 2021. For additional information, see Note
26-"Restructuring" under Part I, Item 1-"Unaudited Consolidated Financial
Statements" above.
The following table shows the reconciliation of AOI to net income, the most
directly comparable GAAP measure for the six months ended June 30, 2020 and
2021:

                                                                       Six months ended June 30,
                                                                       2020                  2021
                                                                         (dollars in millions)
Net income                                                       $       147.9          $      194.0
Foreign exchange (gains) losses, net                                     (14.0)                 (8.8)
Interest (income) expense, net                                            25.3                  25.4
Income tax expense                                                        41.8                  61.7
Stock-based compensation                                                  36.3                  37.1
Amortization and impairment of acquired intangible assets                 22.2                  30.3
Restructuring expenses                                                    21.7                     -
Adjusted income from operations                                  $       

281.2 $ 339.7



The following table sets forth our AOI by segment for the six months ended June
30, 2020 and 2021:

                                                           Percentage Change
                    Six months ended June 30,             Increase/(Decrease)
            2020                             2021            2021 vs.2020
                      (dollars in millions)
BCMI        $         50.1                   $ 66.5                    32.7  %
CGRLH                                86.8       121.0                  39.3  %
HMS                                 117.8       135.7                  15.2  %
Others                               26.5        16.6                 (37.4) %



AOI of our BCMI segment increased to $66.5 million in the first half of 2021
from $50.1 million in the first half of 2020, primarily driven by higher
utilization of transformation resources and lower discretionary spending in the
first half of 2021 compared to the first half of 2020, as well as lower revenues
in the first half of 2020 due to delayed work-from-home approvals from certain
clients and charges related to a write-down of certain technology assets in the
first half of 2020 while no corresponding charge was recorded in the first half
of 2021. AOI of our CGRLH segment increased to $121.0 million in the first half
of 2021 from $86.8 million in the first half of 2020, primarily due to revenue
growth, higher utilization of transformation resources and lower discretionary
spending. AOI of our HMS segment increased to $135.7 million in the first half
of 2021 from $117.8 million in the first half of 2020, primarily due to higher
utilization of transformation resources and lower discretionary spending. AOI
for "Others" in the table above primarily represents the impact of foreign
exchange fluctuations, an adjustment to allowances for credit losses and over or
under-absorption of overheads, none of which are allocated to any individual
segment for management's internal reporting purposes. See Note 19-"Segment
reporting" to our consolidated financial statements under Part I,
Item 1-"Unaudited Consolidated Financial Statements" above.

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Liquidity and Capital Resources
Overview
Information about our financial position as of December 31, 2020 and June 30,
2021 is presented below:

                                                                                                                       Percentage Change
                                                 As of December 31, 2020           As of June 30, 2021                Increase/(Decrease)
                                                                 (dollars in millions)                                   2021 vs. 2020
Cash and cash equivalents                      $                  680.4          $              752.6                                    10.6  %
Short-term borrowings                                                250.0                             -                                 (100) %
Long-term debt due within one year                                    33.5                         383.2                                1,042  %
Long-term debt other than the current
portion                                                            1,307.4                       1,288.7                                 (1.4) %
Genpact Limited total shareholders'
equity                                         $                1,834.2          $            1,839.0                                     0.3  %



Financial Condition
We have historically financed our operations and our expansion, including
acquisitions, with cash from operations and borrowing facilities.
On February 6, 2020, our board of directors approved a 15% increase in our
quarterly cash dividend to $0.0975 per share, up from $0.085 per share in 2019,
representing an annual dividend of $0.39 per common share, up from $0.34 per
common share in 2019, payable to holders of our common shares. On March 18, 2020
and June 26, 2020, we paid dividends of $0.0975 per share, amounting to $18.5
million and $18.6 million in the aggregate, to shareholders of record as of
March 9, 2020 and June 11, 2020, respectively.
On February 9, 2021, our board of directors approved a 10% increase in our
quarterly cash dividend to $0.1075 per share, up from $0.0975 per share in 2020,
representing a planned annual dividend of $0.43 per common share, up from $0.39
per share in 2020, payable to holders of our common shares. On March 19, 2021,
and June 23, 2021, we paid dividends of $0.1075 per share, amounting to $20.1
million, and $20.1 million in the aggregate, to shareholders of record as of
March 10, 2021 and June 11, 2021, respectively.

As of June 30, 2021, $741.9 million of our $752.6 million in cash and cash
equivalents was held by our foreign (non-Bermuda) subsidiaries. $17.6 million of
this cash is held by foreign subsidiaries for which we expect to incur and have
accrued a deferred tax liability on the repatriation of $1.3 million of retained
earnings. $724.3 million of the cash and cash equivalents is held by foreign
subsidiaries in jurisdictions where no tax is expected to be imposed upon
repatriation of retained earnings or is being indefinitely reinvested.

The total authorization under our existing share repurchase program is $1,750.0
million, of which $489.8 million remained available as of June 30, 2021. Since
our share repurchase program was initially authorized in 2015, we have
repurchased 44,401,924 of our common shares at an average price of $28.38 per
share, for an aggregate purchase price of $1,260.2 million.
During the six months ended June 30, 2021, we repurchased 3,592,409 of our
common shares on the open market at a weighted average price of $40.96 per share
for an aggregate cash amount of $147.2 million. During the six months ended June
30, 2020, we repurchased 1,042,188 of our common shares on the open market at a
weighted average price of $43.18 per share for an aggregate cash amount of $45.0
million. All repurchased shares have been retired. For additional information,
see Note 17-"Capital stock" under Part I, Item 1-"Unaudited Consolidated
Financial Statements" above.
We expect that in the future our cash from operations, cash reserves and debt
capacity will be sufficient to finance our operations, our growth and expansion
plans, dividend payments and additional share repurchases we may make under our
share repurchase program. However, there is no assurance that the impacts of the
COVID-19 pandemic we have experienced to date, and any future impact we may
experience, will not have an adverse effect on our cash flows. In addition, we
may raise additional funds through public or private debt or equity financings.
Our working capital needs are primarily to finance our payroll and other
administrative and information technology expenses in advance of the receipt of
accounts receivable. Our primary capital requirements include opening new
delivery centers, expanding existing operations to support our growth, financing
acquisitions and enhancing capabilities, including building certain digital
solutions.
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Cash flows from operating, investing and financing activities, as reflected in
our consolidated statements of cash flows, are summarized in the following
table:


                                                                                                            Percentage Change
                                                             Six Months Ended June 30, 2021                Increase/(Decrease)
                                                                 2020                  2021                   2021 vs. 2020
                                                                                    (dollars in millions)
Net cash provided by/ (used for):
Operating activities                                      $          173.1          $  237.8                                37.4  %
Investing activities                                                   (39.2)            (29.0)                             26.0  %
Financing activities                                                    304.2           (130.5)                           (142.9) %
Net increase in cash and cash equivalents                 $          438.0          $   78.3                               (82.1) %




Cash flows provided by operating activities.  Net cash provided by operating
activities was $237.8 million in the first half of 2021, up from $173.1 million
in the first half of 2020. This increase is primarily due to (i) a $46.1 million
increase in net income in the first half of 2021 compared to the first half of
2020 and (ii) a $36.3 million decrease in net operating assets driven by better
days sales outstanding (DSO) and lower tax payments in the first half of 2021
compared to the first half of 2020, offset by a $17.7 million decrease in
non-cash expenses, primarily due to higher unrealized gains on the revaluation
of foreign currency assets/liabilities and lower write-down of operating
right-of-use assets and intangible assets in the first half of 2021 compared to
the first half of 2020.

Cash flows used for investing activities. Our net cash used for investing
activities was $29.0 million in the first half of 2021, compared to $39.2
million in the first half of 2020. The reduction in cash used for investing
activities is primarily due to a reduction in payments for acquired/internally
generated intangible assets and purchases of property, plant and equipment (net
of sales proceeds), which were $16.8 million lower in the first half of 2021
than in the first half of 2020. This was partially offset by payments of $6.6
million in the first half of 2021 related to business acquisitions consummated
in the fourth quarter of 2020, while there were no corresponding payments in the
first half of 2020.

Cash flows used for financing activities. Our net cash used for financing
activities was $130.5 million in the first half of 2021, compared to net cash
generated from financing activities of $304.2 million in the first half of 2020.
This change was primarily due to proceeds from short-term borrowings (net of
repayment) of $425.0 million in the first half of 2020 compared to the repayment
of short-term borrowings (net of proceeds) of $250.0 million in the first half
of 2021. We raised $350.0 million from the issuance of the 2021 Senior Notes in
the first half of 2021. Payments for share repurchases (including expenses
related to repurchases) were $147.2 million in the first half of 2021, compared
to $45.0 million in the first half of 2020.

Financing Arrangements
As of December 31, 2020 and June 30, 2021, our outstanding term loan, net of
debt amortization expense of $1.2 million and $0.9 million, respectively, was
$593.9 million and $577.1 million, respectively. We also have 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, 2020 and June 30, 2021, the limits
available under such facilities were $14.3 million and $20.2 million,
respectively, of which $7.8 million and $7.0 million, respectively, was
utilized, constituting non-funded drawdown. As of December 31, 2020 and June 30,
2021, a total of $252.3 million and $2.0 million, respectively, of our revolving
credit facility was utilized, of which $250.0 and Nil, respectively, constituted
funded drawdown and $2.3 million and $2.0 million, respectively, constituted
non-funded drawdown.
Genpact Luxembourg S.à r.l. ("Genpact Luxembourg"), a wholly-owned subsidiary of
the Company, issued $350 million aggregate principal amount of 3.70% senior
notes in March 2017 (the "2017 Senior Notes") and $400 million aggregate
principal amount of 3.375% senior notes in November 2019 (the "2019 Senior
Notes"). The 2017 Senior Notes and the 2019 Senior Notes are fully guaranteed by
the Company and Genpact USA, Inc. The total debt issuance cost of $2.6 million
and $2.9 million incurred in connection with the 2017 Senior Notes and 2019
Senior Notes offerings, respectively, are being amortized over the respective
lives of the notes as additional interest expense. As of December 31,
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2020 and June 30, 2021, the amount outstanding under the 2017 Senior Notes, net
of debt amortization expense of $0.7 million and $0.4 million, respectively, was
$349.3 million and $349.6 million, respectively, which is payable on April 1,
2022. As of December 31, 2020 and June 30, 2021, the amount outstanding under
the 2019 Senior Notes, net of debt amortization expense of $2.3 million and $2.0
million, was $397.7 million and $398.0 million, respectively, which is payable
on December 1, 2024.
In March 2021, Genpact Luxembourg and Genpact USA, Inc., both wholly-owned
subsidiaries of the Company, co-issued the 2021 Senior Notes, resulting in cash
proceeds of approximately $348.1 million, net of an underwriting commission of
$1.4 million and a discount of $0.5 million. Other debt issuance costs incurred
in connection with the offering of the 2021 Senior Notes amounted to $1.1
million. The 2021 Senior Notes are fully guaranteed by the Company. The total
debt issuance cost of $3.0 million incurred in connection with the 2021 Senior
Notes offerings is being amortized over the lives of the notes as additional
interest expense. As of June 30, 2021, the amount outstanding under the 2021
Senior Notes, net of debt amortization expense of $2.9 million, was $347.1
million, which is payable on April 10, 2026.
We pay interest on (i) the 2017 Senior Notes semi-annually in arrears on April 1
and October 1 of each year, (ii) the 2019 Senior Notes semiannually in arrears
on June 1 and December 1 of each year, and (iii) the 2021 Senior Notes
semi-annually in arrears on April 10 and October 10 of each year, ending on the
maturity dates of April 1, 2022, December 1, 2024 and April 10, 2026,
respectively.
For additional information, see Notes 11 and 12-"Short-term borrowings" and
"Long-term debt" under Part I, Item 1-"Unaudited Consolidated Financial
Statements" above.
Off-Balance Sheet Arrangements
Our off-balance sheet arrangements consist of foreign exchange contracts. For
additional information, see Part I, Item 1A-"Risk Factors"-"Currency exchange
rate fluctuations in various currencies in which we do business, especially the
Indian rupee, the euro and the U.S. dollar, could have a material adverse effect
on our business, results of operations and financial condition" in our Annual
Report on Form 10-K for the year ended December 31, 2020, and Note 7 in Part I,
Item 1-"Unaudited Consolidated Financial Statements" above.
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Additional financial information of the guarantor

As discussed in Note 12, "Long-term debt," under Part I, Item 1-"Unaudited
Consolidated Financial Statements" above, Genpact Luxembourg, a wholly-owned
subsidiary of the Company, issued the 2017 Senior Notes and the 2019 Senior
Notes, and Genpact Luxembourg and Genpact USA, Inc. ("Genpact USA"), a
wholly-owned subsidiary of the Company, co-issued the 2021 Senior Notes. As of
June 30, 2021, the outstanding balance for each of the 2017 Senior Notes, the
2019 Senior Notes and the 2021 Senior Notes was $349.6 million, $398.0 million
and $347.1 million, respectively. Each series of Senior Notes is fully and
unconditionally guaranteed by the Company. The 2017 Senior Notes and the 2019
Senior Notes are also fully and unconditionally guaranteed by Genpact USA. Our
other subsidiaries do not guarantee the Senior Notes (such subsidiaries are
referred to as the "non-Guarantors").

The Company (with respect to all series of Senior Notes) and Genpact USA (with
respect to the 2017 Senior Notes and the 2019 Senior Notes) have fully and
unconditionally guaranteed (i) that the payment of the principal, premium, if
any, and interest on the Senior Notes shall be promptly paid in full when due,
whether at stated maturity of the Senior Notes, by acceleration, redemption or
otherwise, and that the payment of interest on the overdue principal and
interest on the Senior Notes, if any, if lawful, and all other obligations of
the applicable issuer or issuers of the Senior Notes, respectively, to the
holders of the Senior Notes or the trustee under the Senior Notes shall be
promptly paid in full or performed, and (ii) in case of any extension of time of
payment or renewal of any Senior Notes or any of such other obligations, that
the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. With respect to the 2017 Senior Notes and the 2019
Senior Notes, failing payment by Genpact Luxembourg when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Company and
Genpact USA shall be obligated to pay the same immediately. With respect to the
2021 Senior Notes, failing payment by Genpact Luxembourg or Genpact USA when due
of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Company shall be obligated to pay the same immediately. The Company
and Genpact USA have agreed that the guarantees described above are guarantees
of payment of the Senior Notes and not guarantees of collection.

The following tables present summarized financial information for Genpact
Luxembourg, Genpact USA and the Company (collectively, the "Debt Issuers and
Guarantors") on a combined basis after elimination of (i) intercompany
transactions and balances among the Debt Issuers and Guarantors and (ii) equity
in earnings from and investments in the non-Guarantors.

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