<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                        Commission File Number 000-21755

                                iGATE CORPORATION
             (Exact name of registrant as specified in its charter)

                  PENNSYLVANIA                           25-1802235
          (State or other jurisdiction                (I.R.S. Employer
        of incorporation or organization)            Identification No.)

      10 Foster Plaza, 5th Floor, 680 Andersen Drive, Pittsburgh, PA 15220
                    (Address of Principal Offices) (Zip Code)

                                 (412) 503-4450
              (Registrant's Telephone Number, Including Area Code)

     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 shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

     The number of shares of the registrant's Common Stock, par value $0.01 per
share, outstanding as of April 30, 2002 was 51,343,963.

================================================================================
<PAGE>

                                iGATE CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2002

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>       <C>                                                                                                   <C>
PART I    FINANCIAL INFORMATION............................................................................      2

Item 1.   Condensed Consolidated Financial Statements

(a)       Unaudited Condensed  Consolidated  Statements of Operations for the Three Month Periods Ended
          March 31, 2002 and 2001..........................................................................      2

(b)       Condensed  Consolidated  Balance  Sheets as of March 31, 2002  (unaudited)  and  December 31,
          2001.............................................................................................      3

(c)       Unaudited Condensed Consolidated Statement of Shareholders' Equity and Comprehensive Income
          for the Three Month Period Ended March 31, 2002..................................................      4

(d)       Unaudited Condensed  Consolidated  Statements of Cash Flows for the Three Month Periods Ended
          March 31, 2002 and 2001..........................................................................      5

(e)       Notes to Unaudited Condensed Consolidated Financial Statements...................................      6

(f)       Report of Independent Public Accountants.........................................................     14

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations............     15

Item 3.   Quantitative and Qualitative Disclosure About Market Risk........................................     22

PART II   OTHER INFORMATION

Item 6.   Exhibits and Report on Form 8-K

          SIGNATURES.......................................................................................     24
</TABLE>

                                       1
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(a)                             iGATE CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                          -------------------
                                                                            2002       2001
                                                                          -------    --------
<S>                                                                       <C>        <C>
Revenues                                                                  $74,997    $122,612
Cost of revenues                                                           49,813      78,265
                                                                          -------    --------
Gross profit                                                               25,184      44,347

Selling, general and administrative                                        23,928      45,807
                                                                          -------    --------
Income/(loss) from operations                                               1,256      (1,460)

Other expense, net                                                           (362)     (3,525)
Minority interest                                                            (165)       (471)
Gain on deconsolidation of subsidiary                                       7,086          --
Equity in losses of affiliated companies                                       --      (4,119)
Loss on venture investments                                                  (215)     (5,500)
Gain on sale of stock of unconsolidated affiliate                              --      16,706
                                                                          -------    --------

Income before income taxes                                                  7,600       1,631
Income tax provision                                                        3,040         651
                                                                          -------    --------

Income before cumulative effect of change in accounting principle           4,560         980
Cumulative effect of change in accounting principle, net of tax of $592        --         887
                                                                          -------    --------
Net income                                                                $ 4,560    $  1,867
                                                                          =======    ========

Net income per common share, basic
before cumulative effect of change in accounting principle:               $  0.09        0.02
Cumulative effect of change in accounting principle per share:                 --        0.02
                                                                          -------    --------
Net income per common share, basic                                        $  0.09    $   0.04
                                                                          =======    ========

Net income per common share, diluted
before cumulative effect of change in accounting principle:               $  0.09    $   0.02
Cumulative effect of change in accounting principle per share:                 --        0.02
                                                                          -------    --------
Net income per common share, diluted                                      $  0.09    $   0.04
                                                                          =======    ========

Weighted Average Common Shares outstanding, Basic                          51,201      51,257
                                                                          =======    ========
Weighted Average Common Shares outstanding, Diluted                        52,272      52,644
                                                                          =======    ========

</TABLE>

   The accompanying notes are an integral part of these Condensed Consolidated
                              Financial Statements.

                                       2

<PAGE>


(b)                             iGATE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                             March 31,    December 31,
                                                               2002          2001*
                                                            -----------   ------------
                                                            (Unaudited)
<S>                                                          <C>            <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents                                 $ 58,773       $ 54,438
   Investments                                                 22,264         16,314
   Restricted cash and investments                             25,005         27,430
   Accounts receivable, net                                    53,717         61,397
   Prepaid taxes and other assets                              14,704         18,195
   Deferred income taxes                                        5,460          5,527
                                                             --------       --------

      Total current assets                                    179,923        183,301
                                                             --------       --------

Investments in unconsolidated affiliates                        9,635         10,513
Land, building, equipment and leasehold improvements, net      14,595         17,830
Intangible assets, net                                         28,722         30,467
                                                             --------       --------

      Total assets                                           $232,875       $242,111
                                                             ========       ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Notes payable                                             $     --       $  5,347
   Accounts payable                                             9,137         10,663
   Accrued payroll and related costs                           23,083         24,666
   Other accrued liabilities                                   10,377         11,916
   Deferred revenue                                             3,904          5,355
                                                             --------       --------

      Total current liabilities                                46,501         57,947
Convertible promissory note                                    10,000         10,000
Other long-term liabilities                                     9,279          9,229
Deferred revenue                                                   --            939
Deferred income taxes                                          13,792         12,434
                                                             --------       --------

      Total liabilities                                        79,572         90,549
                                                             --------       --------

Minority interest                                               5,949          8,186

Shareholders' equity:
   Preferred Stock, without par value                              --             --
   Common Stock, par value $0.01 per share:                       524            524
   Additional paid-in capital                                 143,114        142,985
   Retained earnings                                           22,572         18,012
   Deferred Compensation                                         (178)          (204)
   Common Stock held in treasury, at cost                     (14,714)       (14,714)
   Accumulated other comprehensive loss                        (3,964)        (3,227)
                                                             --------       --------

      Total shareholders' equity                              147,354        143,376
                                                             --------       --------

Total liabilities and shareholders' equity                   $232,875       $242,111
                                                             ========       ========
</TABLE>

*    Condensed from audited Consolidated Financial Statements.

   The accompanying notes are an integral part of these Condensed Consolidated
                              Financial Statements.

                                       3
<PAGE>

(c)                             iGATE CORPORATION
          CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY AND
                              COMPREHENSIVE INCOME
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Issued Common Stock
                                                -------------------   Series A    Additional
                                                               Par    Preferred     Paid-in    Retained     Deferred     Treasury
                                                  Shares      Value    Shares       Capital    Earnings   Compensation    Shares
                                                -----------   -----   ---------   ----------   --------   ------------   ---------
<S>                                              <C>          <C>        <C>       <C>         <C>           <C>         <C>
Balance, December 31, 2001                       52,245,436   $524        1        $142,985    $18,012       $(204)      $(14,714)

Exercise of stock options, includes
   effect of  tax benefit recognized                 34,375     --       --             129         --          --
Amortization of deferred compensation                    --     --       --              --         --          26             --
Comprehensive income:

Unrealized loss on investments, net of tax
   of $0.3 million                                       --     --       --              --         --          --             --
Reclassification adjustment for losses
   realized in net income, net of tax of $0.1
     million                                             --     --       --              --         --          --             --
Currency translation adjustment                          --     --       --              --         --          --             --
Net income                                               --     --       --              --      4,560          --             --
                                                 ----------   ----      ---        --------    -------       -----       --------

Balance, March 31, 2002                          52,279,811   $524        1        $143,114    $22,572       $(178)      $(14,714)
                                                 ==========   ====      ===        ========    =======       =====       ========

<CAPTION>
                                                 Accumulated
                                                    Other                              Comprehensive
                                                Comprehensive    Total Shareholders'      Income/
                                                 Income (Loss)         Equity             (Loss)
                                                --------------   -------------------   -------------
<S>                                                <C>               <C>                  <C>
Balance, December 31, 2001                         $(3,227)          $143,376

Exercise of stock options, includes
   effect of  tax benefit recognized                    --                129
Amortization of deferred compensation                   --                 26
Comprehensive income:

Unrealized loss on investments, net of tax
   of $0.3 million                                    (503)              (503)             ($503)
Reclassification adjustment for losses
   realized in net income, net of tax of $0.1
     million                                           125                125                125
Currency translation adjustment                       (359)              (359)              (359)
Net income                                              --              4,560              4,560
                                                   -------           --------             ------

Balance, March 31, 2002                            $(3,964)          $147,354             $3,823
                                                   =======           ========             ======
</TABLE>

   The accompanying notes are an integral part of these Condensed Consolidated
                              Financial Statements.

                                       4
<PAGE>


(d)                             iGATE CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                              March 31,
                                                                         -------------------
                                                                           2002       2001
                                                                         -------    --------
<S>                                                                      <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Operations:
   Net income                                                            $ 4,560    $  1,867
   Adjustments to reconcile net income to cash provided by operations:
      Depreciation and amortization                                        1,901       2,945
      Net gain on deconsolidation of itiliti, net of cash                 (7,086)         --
      Gain on sale of stock of unconsolidated affiliates                      --     (16,706)
      Allowance for uncollectible accounts                                   173         658
      Deferred income taxes, net                                           1,760      (5,893)
      Loss on venture investments and affiliated companies                   215       5,500
      Equity in losses of affiliated companies                                --       4,119
      Minority interest                                                      165         471
      Deferred revenue                                                      (688)         --
      Amortization of deferred compensation                                   26          --
      Amortization of bond premium (discount)                              1,000          --
   Working capital items:
      Accounts receivable and unbilled receivables                         7,323      10,167
      Prepaid and other assets                                             3,234       8,214
      Accounts payable                                                    (1,014)     (2,007)
      Accrued and other current liabilities                               (2,022)      5,578
                                                                         -------    --------

         Net cash flows provided (used) by operating activities            9,547      14,913
                                                                         -------    --------

CASH FLOWS  FROM INVESTING ACTIVITIES:
   Additions to equipment and leasehold improvements, net                   (242)     (3,415)
   (Purchases)/sales of investments                                       (3,525)      6,787
   Acquisition of minority units                                            (850)         --
   Contingent consideration                                                   --      (2,276)
   Proceeds from sale of investment in unconsolidated affiliate               35          --
   Other                                                                    (250)         --
                                                                         -------    --------

         Net cash flows provided by/(used)  by investing activities       (4,832)      1,096
                                                                         -------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on credit facilities                                              --     (16,000)
   Proceeds from issuance of subsidiary financing and warrants                --       1,500
   Net proceeds from exercise of stock options                               125          --
                                                                         -------    --------

         Net cash flows provided (used) by financing activities              125     (14,500)
                                                                         -------    --------

Effect of currency translation                                              (505)       (438)
                                                                         -------    --------

Net change in cash and cash equivalents                                    4,335       1,071
Cash and cash equivalents, beginning of period                            54,438      22,773
                                                                         -------    --------

Cash and cash equivalents, end of period                                 $58,773    $ 23,844
                                                                         =======    ========
</TABLE>

   The accompanying notes are an integral part of these Condensed Consolidated
                              Financial Statements.

                                       5
<PAGE>

(e)  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

      The Unaudited Condensed Consolidated Financial Statements included herein
have been prepared by iGate Corporation (the "Company") in accordance with
generally accepted accounting principles for interim financial information and
Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as
amended. Accordingly, the accompanying Unaudited Condensed Consolidated
Financial Statements do not include all of the information and notes required by
accounting principles generally accepted in the United States of America for
complete financial statements. The accompanying Unaudited Condensed Consolidated
Financial Statements as of and for the three months ended March 31, 2002 should
be read in conjunction with the Company's Consolidated Financial Statements (and
notes thereto) included in the Company's Annual Report filed on Form 10-K for
the year ended December 31, 2001. In the opinion of the Company's management,
all adjustments considered necessary for a fair presentation of the accompanying
Unaudited Condensed Consolidated Financial Statements have been included, and
all adjustments unless otherwise discussed in the Notes to the Unaudited
Condensed Consolidated Financial Statements are of a normal and recurring
nature. All significant intercompany accounts and transactions have been
eliminated in consolidation. Operating results for the three months ended March
31, 2002 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2002.

     The use of accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

     Certain reclassifications have been made to the Unaudited Condensed
Consolidated Financial Statements for the three months period ended March 31,
2001 to conform with the current period presentation. The Company has
reclassified billable expenses and has included these expenses as an additional
component of revenue.

2.   Change in Accounting Principle

     The Company adopted Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133")
effective January 1, 2001. SFAS 133 establishes accounting and reporting
standards requiring that all derivative instruments (including certain
derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or a liability measured at their fair value. SFAS 133
requires that changes in a derivative's fair value be recognized currently in
earnings unless specific hedge criteria are met.

     The Company uses foreign exchange contracts to reduce its foreign exchange
exposure on certain intercompany debt. Through May 2001, the Company held
warrants to purchase common stock in a publicly traded company. As of January 1,
2001, the adoption of SFAS 133 resulted in the recording of $1.5 million of
current assets, and a gain of $0.9 million, net of tax, for the cumulative
effect of the change in accounting principle. Based on declining market values
in these warrants during the three months ending March 31, 2001, the derivative
amount recorded had little value at March 31, 2001 and was accordingly removed
through the other expense line item on the Condensed Consolidated Statement of
Operations. For the three months ending March 31, 2002, the only qualifying
derivative instrument was a

                                       6
<PAGE>

foreign exchange contract on the Company's Canadian intercompany debt. The value
of this derivative instrument was not material to the Condensed Consolidated
Statement of Operations or the Condensed Consolidated Balance Sheet. The foreign
exchange contract has a notional amount of $7.0 million Canadian dollars at
1.5948 (U.S. $4.4 million) and a maturity date of June 30, 2002.

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 142 requires goodwill to be tested for
impairment under certain circumstances, and written down when impaired, rather
than being amortized as previous standards required. Furthermore, SFAS 142
requires purchased intangible assets other than goodwill to be amortized over
their useful lives unless these lives are determined to be indefinite.

     The Company has adopted the standard effective the beginning of fiscal
2002. In accordance with SFAS 142, the Company ceased amortizing goodwill
totaling $30.4 million as of the beginning of fiscal 2002.

     The following table presents the impact of SFAS 142 on net income and net
income per share had the standard been in effect for the three months ended
March 31, 2002 and 2001.

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                    March 31,
                                                                                ------------------
                                                                                  2002     2001
                                                                                 ------   -------
<S>                                                                              <C>       <C>
Net income before cumulative effect - as reported                                $4,560   $  980
Adjustments:
Amortization of goodwill                                                             --    2,407
                                                                                 ------   ------
Net income before cumulative effect - adjusted                                    4,560    3,387
                                                                                 ------   ------
Cumulative effect of change in accounting principle, net of tax of $592              --      887
                                                                                 ------   ------
Net income - adjusted                                                            $4,560   $4,274
                                                                                 ------   ------
Basic and Dilutive Net Income Per Share before cumulative effect - adjusted      $ 0.09   $ 0.06
                                                                                 ======   ======

Basic and Dilutive Net Income Per Share - adjusted                               $ 0.09   $ 0.08
                                                                                 ======   ======
</TABLE>


Reconcilliation of Changes in Carrying Value of Intangible Assets (in
thousands):


<TABLE>

                                                                         Three Months Ended
                                                                           March 31, 2002
                                            ----------------------------------------------------------------------------------
                                             Enterprise                       Offshore
                                            Applications       IT Staffing   Outsourcing   Igate Corporate       Consolidated
                                            ------------       -----------   -----------   ---------------       ------------
<S>                                        <C>                 <C>            <C>           <C>                  <C>
Goodwill, beginning of period                $10,334             $18,491       $     --        $1,222              $30,047

Deconsolidation and acquisition                  (57)               (528)            --        (1,222)              (1,807)
Foreign currency translation effect               --                 267             --            --                  267
                                              ------              ------       --------        ------               ------
Goodwill, end of period                       10,277              18,230             --            --               28,507
                                              ======              ======       ========        ======               ======
Identifiable Intangibles, beginning
of period                                         --                 420             --            --                  420
Less: Amortization(1)                             --                (205)            --            --                 (205)
                                              ------              ------       --------        ------               ------
Identifiable Intangibles, end of period           --                 215             --            --                  215
                                              ======              ======       ========        ======               ======
Total Intangible Assets                      $10,277             $18,445       $     --        $   --              $28,722
                                              ======              ======       ========        ======               ======
</TABLE>

(1)  The intangible asset relates to the acquisition of customer contracts and
     is being amortized over the remaining estimated life of the contractual
     relationship. The amount is expected to be fully amortized by June 30,
     2002.

      During the quarter, iGATE completed the review and valuation of its
goodwill and has determined it will not record any impairment charges in
connection with the adoption of SFAS 142.

3.   Investments and Restricted Investments

     The Company accounts for its investments in marketable securities in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS 115"). The Company
has determined that certain of its investments in marketable securities are to
be classified as available-for-sale and recorded at fair value. These
investments are carried at market value, with the unrealized gains or losses,
net of tax, reported as a component of comprehensive income in the Consolidated
Statement of Shareholders' Equity and Comprehensive Income. Realized gains or
losses on securities sold are calculated using the specific identification
method.

      The Company accounts for investments in businesses in which it owns
between 20% and 50% voting interest of equity or otherwise acquires management
influence using the equity method of accounting as prescribed by Accounting
Principles Board Opinion No. 18, "The Equity Method of Accounting for
Investments in Common Stock." Investments in which the Company owns less than a
20% voting interest, or in which the Company does not acquire management
influence are accounted for using the cost method of accounting, or, if publicly
traded, as available-for-sale securities. The Company's proportionate share of
investment income or loss in affiliates accounted for under the equity method is
recorded as part of equity in losses of affiliated companies on the Condensed
Consolidated Statement of Operations.

     There were no dividends declared for any of the three months ended March
31, 2002 and 2001.

                                       7
<PAGE>

Loss on Venture Investments

     In February 2002, the Company's subsidiary sold its entire interest in
Versata, Inc. ("Versata") for cash, realizing a loss of $0.2 million.

     In March 2001, the Company's subsidiary Highgate Ventures I, LP
("Highgate") recorded losses in its investments in Bluewater Information
Convergence, Inc. ("Bluewater") and Xpede, Inc. ("Xpede"). Highgate owned
926,859 shares of Series A Convertible Preferred Stock of Bluewater with a cost
of $3.0 million, and 800,000 shares of Series B Convertible Preferred Stock in
Xpede with a cost of $2.0 million. In addition, Highgate held a $0.5 million,
10% Convertible Promissory Note from Bluewater that was due to mature on
September 12, 2001. Highgate does not anticipate realizing any value from these
investments, and, accordingly, has recorded losses totaling $5.5 million on the
impairment of its investments in Bluewater and Xpede.

Gain on Sale of Stock of Subsidiary

     On February 28, 2001, the Company sold its approximate 50% interest in
Planning Technologies, Inc. ("PTI") to Red Hat, Inc. ("Red Hat") in exchange for
approximately 3.2 million shares of Red Hat's Common Stock. As part of the
agreement, approximately 10% of the Red Hat shares are held in escrow. From
January through February 28, 2001, the Company recorded its share of PTI's loss
in accordance with equity accounting rules. Upon the closing of the sale, the
Company accounted for its investment in Red Hat Common Stock in accordance with
SFAS 115. The Company recorded a gain of approximately $16.7 million pursuant to
the transaction. The Company's portion of the proceeds on the sale was
calculated based upon Red Hat's closing price on February 23, 2001 of $6.4375.

Restricted Investments

     The Company had short-term investments consisting of commercial paper,
money market funds and corporate bonds that totaled $22.3 million and $16.3
million at March 31, 2002 and December 31, 2001, respectively. These funds are
to be used for Mascot's purposes only due to Indian governmental restrictions.

     In addition, the Company had restricted investments consisting of money
market funds, that totaled $25.0 million and $27.4 million at March 31, 2002 and
December 31, 2001, respectively. The restrictions related to the Credit Facility
and upfront funding for employee medical benefits in the amounts of $25.0
million and $2.4 million, respectively.

4.   Gain on Deconsolidation of itiliti

     On March 15, 2002, through the combination of a sale of new shares by
itiliti to strategic investors and conversion of its bridge loan financing
vehicle to voting equity securities, our ownership interest in itiliti was
reduced from 90% to 49%. Subsequent to the transaction date, we will account for
our interest in itiliti under the equity method of accounting primarily due to
our lack of a controlling interest in itiliti. In addition, we will have no
future obligation to fund additional operating or financing requirements of
itiliti. During 2002, the Company recorded a gain on deconsolidation of $7.1
million and pretax losses for the period January 1, 2002 through the date of
deconsolidation in the amount of $2.2 million. The after tax impact for the
three months ended March 31, 2002, of the deconsolidation gain net of losses was
approximately $3.0 million. During the three and twelve months ended March 31,
2001 and December 31, 2001, the Company recorded after tax losses for itiliti of
$1.2 million and $5.0 million, respectively.

5.   Restructuring and Merger Charges

     In the third and fourth quarters of 2001, the continued economic downturn
caused the Company to do an extensive review of its operations and certain
overhead costs associated with each reportable segment. In August and December
of 2001, respectively the Company approved separate restructuring plans.

     The components of the restructuring charges, merger and the restructuring
accrual at March 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                                  Accrued                     Accrued
                                               December 31,       Cash       March 31,
                                                   2001       Expenditures     2002
                                               ------------   ------------   ---------
<S>                                             <C>            <C>          <C>
           (Dollars in thousands)
Severance, executive bonus and related items      $3,587         $(547)       $3,040
Lease costs of office closure                      2,826          (374)        2,452
                                                  ------         -----        ------
Total                                             $6,413         $(921)       $5,492
                                                  ======         =====        ======
</TABLE>

                                       8
<PAGE>

6.   Earnings Per Share

     The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                    March 31,
                                                                ------------------
                                                                  2002     2001
                                                                -------   --------
<S>                                                             <C>       <C>
Basic earnings per share:
-------------------------
   Income before cumulative change in accounting principle      $ 4,560   $   980
   Cumulative effect of change in accounting principle               --       887
                                                                -------   -------

   Net income                                                     4,560     1,867

Divided by:
   Weighted average common shares                                51,201    51,257
                                                                -------   -------

Basic earnings per share                                        $  0.09   $  0.04
                                                                =======   =======

Diluted earnings per share:
---------------------------
   Income before cumulative change in accounting principle      $ 4,560   $   980
   Cumulative effect of change in accounting principle               --       887
                                                                -------   -------

   Net income                                                     4,560     1,867
   Convertible debt expense, net of tax (1)                          95       188
                                                                -------   -------

   Adjusted net income                                            4,655     2,055
                                                                -------   -------
Divided by the sum of:
   Weighted average common shares                                51,201    51,257
   Dilutive effect of restricted and common stock equivalents       378        --
   Dilutive effect of convertible securities                        693     1,387
                                                                -------   -------

   Diluted average common shares                                 52,272    52,644
                                                                -------   -------

Diluted earnings per share                                      $  0.09   $  0.04
                                                                =======   =======
</TABLE>

(1)  Convertible debt expense relates to a Covertible Debenture Agreement with
     GE Capital Equity Investments, Inc.

     The number of outstanding options to purchase common shares for which the
option exercise prices exceeded the average market price of the common shares
aggregated 2,565 and 4,076 for the three month periods ended March 31, 2002
and 2001, respectively. These options were excluded from the computation of
diluted earnings per share under the treasury stock method.

                                       9
<PAGE>

7.   Segment Information

     In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
management has reevaluated the way the Company is to being managed, beginning in
the first quarter of 2002. As a result, the existing operating units of the
Company were recast into four reportable operating segments, which have been
defined by management based primarily on the scope of services offered by each
segment. Accordingly, the segment information for the three months ended March
31, 2001, have been restated for comparative purposes.

     In 2001, our reporting segments were Emplifi, Mascot, eJiva, Emerging
services, Value Services, Staffing Services and iGate.

     In 2002, our reporting segments will be recast according to service
offerings into Offshore Outsourcing, Enterprise Applications, IT Staffing and
iGate Corporate.

Offshore Outsourcing

     We are able to provide custom and package application development,
application maintenance outsourcing, business intelligence services and
application reengineering through our Offshore

     Development Center ("ODC") model. This model offers clients certain
advantages compared to domestic development, which include significant cost
savings and more efficient "around the clock" delivery. These services are
offered through our majority owned subsidiary Mascot Systems Ltd. ("Mascot").
Mascot is publicly held on several India stock exchanges.

     Currently, we have ODCs in Bangalore, Chennai, Pune and Mumbai, India. In
the first quarter of 2002, approximately 24% of our revenues were generated
using this ODC model. The revenues of our Offshore Delivery reporting segment
consist entirely of Mascot.

     Mascot markets its services to chief financial officers and chief
information officers within prospective client companies. Mascot typically
enters into an initial client contract with an average duration of approximately
nine to ten months. Mascot's fixed price contracts generally provide for payment
based upon deliverables and project milestones reached. Mascot's other contracts
provide for payment on a time-and-materials basis, based on the number of
consultant hours worked on the project. Clients typically have the right to
cancel contracts with minimal notice. Contracts with deliverables or project
milestones can provide for certain penalties if the deliverables or project
milestones are not met within a contract timeline.

     Mascot serves large and medium-sized client organizations in a wide variety
of industries. Mascot is a Global Preferred Partner of General Electric Company
("GE"). During the quarter ended March 31, 2002, Mascot derived approximately
70% of its revenues from its top five clients. GE accounted for approximately
52% of Mascot's revenues during the quarter.

     Mascot is headquartered in Bangalore, India and has offices in the Indian
cities of Chennai, Pune, and Mumbai. Mascot's U.S. headquarters is in
Pittsburgh, Pennsylvania. Mascot also has offices in Singapore, the Netherlands,
England, Japan and Sweden. Mascot has over 1,500 employees worldwide.

Enterprise Applications

     The Enterprise Application ("EA") segment consists of services provided by
our wholly owned subsidiary RedBrigade Ltd. ("RedBrigade") and our majority
owned subsidiary eJiva, Inc., ("eJiva"). RedBrigade provides web integration
services in the European market. eJiva provides custom enterprise application
implementation, customer relationship management applications implementation,
supply chain management applications implementation and business process
consulting. eJiva's capabilities include software design and customization;
strategic consulting; domain expertise in a variety of industries; and
enterprise application implementation and integration services. Most of EA's
client engagements involve the development of customized software solutions.

     Each of the companies within the EA segment markets its services to
information technology directors and chief information officers within
prospective client companies. The companies typically enter into an initial
client contract with an average duration of approximately nine to ten months for
its fixed price projects and its business intelligence software implementation.
These fixed price contracts generally provide for payment based upon
deliverables and project milestones reached. Some of these contracts provide for
payment based on a time-and-materials basis, based on the number of consultant
hours worked on the project. Clients typically have the right to cancel time and
materials contracts with minimal notice.

                                       10
<PAGE>

     Typically, the service offerings within the segment are designed for large
and medium-sized client organizations in a wide variety of industries. During
the quarter ended March 31, 2002, approximately 36% of the EA revenues were
derived from its top five clients. Philip Morris Companies, Inc. and GE
accounted for approximately 14% and 12%, respectively, of EA segment revenues
during the quarter.

     eJiva is headquartered in Pittsburgh, Pennsylvania, and maintains offices
in; Pleasanton, California; and Worthington, Ohio, and has more than 350
employees. RedBrigade is headquartered in Bracknell, England, and has offices in
Ireland, Scotland, and South Africa and has more than 250 employees.

IT Staffing

     The IT Staffing ("Staffing") segment consists of our wholly owned
subsidiaries Mastech Emplifi, Inc., ("MEI"), Chen & McGinley, Inc. ( "CMI "),
Symphoni, LLC ("Symphoni"), Global Financial Services of Nevada, Inc. ( "GFS "),
and Direct Resources (Scotland) Ltd. ( "Direct Resources ") Mastech Application
Services, Inc. ( "MAS "), Mastech Emplifi Ltd., ("MEL") and Mastech Asia Pacific
Pty. Ltd. ( "MAP "). These entities provide a variety of client managed and
supervised IT staffing service offerings including custom application
development and design services and package implementation and application
support services. Staffing provides these services to large and medium-sized
client organizations. Its capabilities include client directed software design
and customization; web-focused strategic consulting; domain expertise in a
variety of industries; and enterprise application integration services. In
addition, Staffing, also offers training as a service to its customers.

     Staffing markets its services to application development managers and
information technology directors within prospective client companies and also
responds to requests for proposals for preferred vendor status to win long-term
engagement relationships. Staffing typically enters into an initial client
contract with a relatively short duration. This contract is often extended, and
the average duration of a client project is approximately nine to ten months.
These contracts generally provide for payment on a time-and-materials basis,
based on the number of consultant hours worked on the project. Clients typically
have the right to cancel contracts with minimal notice.

     In March 2002, we purchased the remaining portion of Symphoni LLC per $0.9
million cash.

     The segment serves a wide variety of industries. During the quarter ended
March 31, 2002, Staffing's top five clients accounted for approximately 16% of
its revenues. For the quarter ended March 31, 2002, the segment did not have a
client that accounted for more than 10% of revenues.

     The Staffing segment has U.S. offices in Pittsburgh, Pennsylvania, San
Francisco, California; Dallas, Texas; Raleigh, North Carolina; New York, New
York; Boston, Massachusetts and Minneapolis, Minnesota. The Staffing segment has
international offices located in Scotland, Mississauga, Canada, Canberra,
Melbourne, Sydney, and Brisbane, Australia The Staffing segment has more than
1,750 employees.

iGate Corporate

     We have also recast our iGate Corporate ("iGate") segment. Historically,
the iGate segment was a non-revenue producing segment that captured corporate
costs, joint ventures and other strategic investment activity and other
unallocated charges.

     Our recast iGate segment will report operating results of itiliti,
MobileHelix and jobcurry, Inc. In March 2002, we deconsolidated itiliti and
closed operations of MobileHelix. There will be no significant operating losses
recorded for either of these entities. jobcurry, Inc. continues to provide
recruiting and placement services for iGate and outside customers. jobcurry,
Inc. is excluded from the above segments due largely to its dissimilar service
offerings and certain economic characteristics.

     The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates segment
performance based upon profit or loss from

                                       11
<PAGE>

operations. The Company does not allocate income taxes, other income or expense
and non-recurring charges to segments. In addition, the Company accounts for
inter-segment sales and transfers at current market prices. All inter-segment
sales have been eliminated in the following table.

<TABLE>
<CAPTION>
                                        Three Months Ended March 31, 2002 (Dollars in thousands)
                                        --------------------------------------------------------
                                         Offshore     Enterprise     IT       iGate
                                        Outsourcing  Applications Staffing  Corporate    Total
                                        -----------  ------------ --------  ---------   -------
<S>                                       <C>          <C>         <C>        <C>       <C>
External revenues                         $18,058      $17,238     $39,284   $   417    $74,997
Cost of revenues                           11,094        9,944      28,270       505     49,813
                                          -------      -------     -------   -------    -------
Gross profit                                6,964        7,294      11,014       (88     25,184
Operating expenses                          6,308        6,298       8,138     3,184     23,928
                                          -------      -------     -------   -------    -------
Operating margin                          $   656      $   996     $ 2,876    (3,272)     1,256
                                          =======      =======     =======
Other expense, net                                                              (362)      (362)
Minority interest                                                               (165)      (165)
Gain on deconsolidation of subsidiary                                          7,086      7,086
Loss on venture investments                                                     (215)      (215)

                                                                             -------    -------
Income before income taxes                                                   $ 3,072    $ 7,600
                                                                             =======    =======
</TABLE>

<TABLE>
<CAPTION>
                                             Three Months Ended March 31, 2001 (Dollars in thousands)
                                           ------------------------------------------------------------
                                            Offshore       Enterprise       IT        iGate
                                           Outsourcing    Applications   Staffing   Corporate    Total
                                           -----------    ------------   --------   ---------   --------
<S>                                          <C>            <C>           <C>       <C>         <C>
External revenues                            $21,827        $30,084       $70,044   $    657    $122,612
Cost of revenues                              12,846         16,068        48,695        656      78,265
                                             -------        -------       -------   --------    --------
Gross profit                                   8,981         14,016        21,349          1      44,347
Operating expenses                             6,259         14,224        15,078     10,246      45,807
                                             -------        -------       -------   --------    --------
Operating margin                             $ 2,722        $  (208)      $ 6,271    (10,245)     (1,460)
                                             =======        =======       =======

Other expense, net                                                                   (3,525)     (3,525)
Minority interest                                                                      (471)       (471)
Equity in losses of affiliated companies                                             (4,119)     (4,119)
Loss on venture investments                                                          (5,500)     (5,500)
Gain on sale of stock of unconsolidated  affiliate                                   16,706      16,706

                                                                                   --------    --------
Income (loss) before income taxes                                                  $(7,154)    $  1,631
                                                                                   ========    ========
</TABLE>


     Assets by segment were as follows at March 31, 2002, and December 31, 2001:

     Offshore Outsourcing      $ 60,282  $ 60,091
     Enterprise Applications     28,492    23,585
     IT Staffing                 40,753    43,603
     iGate Corporate(1)         103,348   114,832
                               --------  --------
        Total assets           $232,875  $242,111
                               ========  ========

                                       12
<PAGE>

     Revenue and assets by geographic area consisted of the following:

                           Three Months Ended
                                March 31,
                         ----------------------
                            2002       2001
                           -------   --------
                         (Dollars in thousands)
     Revenues:
     United States         $46,052   $ 89,899
     Canada                  4,978      6,175
     Europe and Africa       6,860      8,146
     Pacific Rim(2)         17,107     18,392
                           -------   --------
        Total revenues     $74,997   $122,612
                           =======   ========

                         March 31,  December 31,
                         ---------   ----------
                            2002        2001
                          --------    --------
                         (Dollars in thousands)
     Assets:
     United States        $161,305    $172,157
     Canada                  5,723       6,039
     Europe and Africa       7,736       7,976
     Pacific Rim(2)         58,111      55,939
                          --------    --------
         Total assets     $232,875    $242,111
                          ========    ========

(1)  Substantially all goodwill is recorded at the iGate Corporate Level. See
     Note 2 for segment breakout.

(2)  Revenues and assets of Mascot's U.S. branch are included in the United
     States.

     The Company had one customer in each of the quarters ended March 31, 2002,
     and 2001, that accounted for 15% and 14% of consolidated external
     revenues, respectively.




                                       13
<PAGE>

(f)  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of iGate Corporation:

     We have reviewed the accompanying condensed consolidated balance sheet of
iGate Corporation (a Pennsylvania Corporation) and its subsidiaries as of March
31, 2002, and the related condensed consolidated statements of operations,
shareholders' equity and comprehensive income, and cash flows for the three
month periods ended March 31, 2002 and 2001. These condensed consolidated
financial statements are the responsibility of the Company's management.

     We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States.

     We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of iGate
Corporation and its subsidiaries as of December 31, 2001, (not presented
herein), and, in our report dated February 5, 2002, we expressed an unqualified
opinion on that statement. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 2001, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

                                                         /s/ Arthur Andersen LLP
                                                         -----------------------
Pittsburgh, Pennsylvania
May 8, 2002

                                       14

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
Part II, Item 7 of the registrant's Annual Report on Form 10-K for the year
ended December 31, 2001. The following discussion should also be read in
conjunction with the Condensed Consolidated Financial Statements and notes
thereto appearing elsewhere in this Quarterly Report on Form 10-Q ("Form 10-Q").
The information contained herein is not a comprehensive management overview and
analysis of the financial condition and results of operations of the iGate
Corporation ("iGate" or the "Company"), but rather updates disclosures made in
the 2001 Form 10-K.

     Some of the statements in this Form 10-Q that are not historical facts are
forward-looking statements. These forward-looking statements include our
financial, growth, and liquidity projections, as well as statements concerning
our plans, strategies, intentions and beliefs concerning our business, cash
flows, costs, and the markets in which we operate. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "experts," and similar
expressions are intended to idenitfy certain forward-looking statements. These
statements are based on information currently available to us, and we assume no
obligation to update these statements as circumstances change. There are risks
and uncertainties that could cause actual events to differ materially from these
forward-looking statements. These risks include, but are not limited to, the
level of market demand for our services, the highly-competitive market for the
types of services that we offer, market conditions that could cause our
customers to reduce their spending for our services or cause prospective
customers to decide not to engage third-party providers of IT services, our
ability to create, acquire, and build new businesses and to grow our existing
businesses, our ability to attract and retain qualified personnel, currency
fluctuations and market conditions in India and elsewhere around the world, and
our ability to reduce costs and conserve cash in an uncertain economic
environment. While we cannot predict all of these risks and uncertainties, we
refer you to the important risk factors that could cause actual results to
differ materially from our current beliefs and expectations which are discussed
under the heading "Risk Factors" in Part I of the 2001 Form 10-K.

     iGate Corporation, formerly named iGate Capital Corporation, through its
operating subsidiaries is a worldwide provider of information technology ("IT")
services and eServices to large and medium-sized organizations. These services
include client/server design and development, conversion/migration services,
offshore outsourcing, enterprise resource planning (ERP), package implementation
and integration services, electronic business systems, software development and
applications maintenance outsourcing. These services are provided in a variety
of computing environments and use leading technologies, including client/server
architecture, object-oriented programming languages and tools, distributed
database management systems and the latest networking and communications
technologies.

Business Developments

     2001 was a difficult year for the entire IT industry. Demand for our
services declined as a result of the general economic slowdown, which caused a
reduction in capital spending and a decrease in the number of new software
projects initiated by our customers. During the past year, in response to the
general economic slowdown and the conditions in our industry, we performed
extensive examinations of our operations within each of our reportable segments.
Based upon our review, we restructured certain of our operating segments, merged
two of our companies and performed an assessment of the carrying values of our
intangible assets. These reviews caused us to record restructuring charges in
the amount of $9.8 million, as well as goodwill impairment charges in the amount
of $37.3 million for the year ended December 31, 2001.

     During the first quarter of 2002, our revenues continued to decline, due to
many of the same factors that affected us in 2001. These declines in revenues
caused us to look for ways to be more profitable, cut costs and increase cash
flow, which are discussed below.

     On March 15, 2002, through the combination of a sale of new shares by
itiliti to strategic investors and conversion of its bridge loan financing
vehicle to voting equity securities, our ownership interest in itiliti was
reduced from 90% to 49%. Subsequent to the transaction date, we will account for
our interest in itiliti under the equity method of accounting primarily due to
our lack of a controlling interest in itiliti. In

                                       15
<PAGE>

addition, we will have no future obligation to fund additional operating or
financing requirements of itiliti. During 2002, the Company recorded a gain on
deconsolidation of $7.1 million and losses for the period January 1,
2002 through the date of deconsolidation in the amount of $2.2 million. The
after tax effect for on activity of itiliti during the three months ending March
31, 2002, was approximately $3.0 million. With respect to the Condensed
Consolidated Statements of Operations, itiliti is presented as a consolidated
entity through March 15, 2002 and will not materially effect comparability
between periods.

     In March 2002, we made the decision to close MobileHelix, Inc.
("MobileHelix") and cease its operations effective immediately.

     In March 2002, we purchased the portion of Symphoni, LLC's outstanding
membership units that we did not own for $0.9 million cash. We now own 100% of
Symphoni, LLC.

     In January 2002, we re-examined our financial reporting structure, how we
segment our operating businesses and how we categorize our service offerings. As
a result of our review, we have decided to segment our business according to our
service offerings. Our decision was based upon the following factors: (1) to
provide the readers of our financial statements, a much simpler view of our
business; (2) with the deconsolidation of itiliti and the cessation of
operations of MobileHelix, our service offerings became substantially services
and easier to define and segment by service offering; and (3) we believe that
our segment reporting approach best represents senior management's analysis of
operating results into the foreseeable future.

     In 2001, our reporting segments were Emplifi, Mascot, eJiva, Emerging
services, Value Services, Staffing Services and iGate.

     In 2002, our reporting segments will be recast according to service
offerings into Offshore Outsourcing, Enterprise Applications, IT Staffing and
iGate Corporate.

Offshore Outsourcing

     We are able to provide custom and package application development,
application maintenance outsourcing, business intelligence services and
application reengineering through our Offshore Development Center ("ODC") model.
This model offers clients certain advantages compared to domestic development,
which include significant cost savings and more efficient "around the clock"
delivery. These services are offered through our majority owned subsidiary
Mascot Systems Ltd. ("Mascot"). Mascot is publicly held on several India stock
exchanges.

     Currently, we have ODCs in Bangalore, Chennai, Pune and Mumbai, India. In
the first quarter of 2002, approximately 24% of our revenues were generated
using this ODC model. The revenues of our Offshore Delivery reporting segment
consist entirely of Mascot.

     Mascot markets its services to chief financial officers and chief
information officers within prospective client companies. Mascot typically
enters into an initial client contract with an average duration of approximately
nine to ten months. Mascot's fixed price contracts generally provide for payment
based upon deliverables and project milestones reached. Mascot's other contracts
provide for payment on a time-and-materials basis, based on the number of
consultant hours worked on the project. Clients typically have the right to
cancel contracts with minimal notice. Contracts with deliverables or project
milestones can provide for certain penalties if the deliverables or project
milestones are not met within a contract timeline.

     Mascot serves large and medium-sized client organizations in a wide variety
of industries. Mascot is a Global Preferred Partner of General Electric Company
("GE"). During the quarter ended March 31, 2002, Mascot derived approximately
70% of its revenues from its top five clients. GE accounted for approximately
52% of Mascot's revenues during the quarter.

                                       16

<PAGE>

     Mascot is headquartered in Bangalore, India and has offices in the Indian
cities of Chennai, Pune, and Mumbai. Mascot's U.S. headquarters is in
Pittsburgh, Pennsylvania. Mascot also has offices in Singapore, the Netherlands,
England, Japan and Sweden. Mascot has over 1,500 employees worldwide.

Enterprise Applications

     The Enterprise Applications ("EA") segment consists of services provided by
our wholly owned subsidiary RedBrigade Ltd. ("RedBrigade") and our majority
owned subsidiary eJiva, Inc., ("eJiva"). RedBrigade provides web integration
services in the European market. eJiva provides custom enterprise application
implementation, customer relationship management applications implementation,
supply chain management applications implementation and business process
consulting. eJiva's capabilities include software design and customization;
strategic consulting; domain expertise in a variety of industries; and
enterprise application implementation and integration services. Most of eJiva's
client engagements involve the development of customized software solutions.

     Each of the companies within the EA segment markets its services to
information technology directors and chief information officers within
prospective client companies. The companies typically enter into an initial
client contract with an average duration of approximately nine to ten months for
its fixed price projects and its business intelligence software implementation.
These fixed price contracts generally provide for payment based upon
deliverables and project milestones reached. Some of these contracts provide for
payment based on a time-and-materials basis, based on the number of consultant
hours worked on the project. Clients typically have the right to cancel time and
materials contracts with minimal notice.

     Typically, the services offering within the segment are designed for large
and medium-sized client organizations in a wide variety of industries. During
the quarter ended March 31, 2002, approximately 36% of the EA revenues were
derived from its top five clients. Philip Morris Companies, Inc. and GE
accounted for approximately 14% and 12%, respectively, of EA segment revenues
during the quarter.

     eJiva is headquartered in Pittsburgh, Pennsylvania, and maintains offices
in; Pleasanton, California; and Worthington, Ohio, and has more than 350
employees. RedBrigade is headquartered in Bracknell, England, and has offices in
Ireland, Scotland, and South Africa and has more than 250 employees.

IT Staffing

     The IT Staffing ("Staffing") segment consists of our wholly owned
subsidiaries Mastech Emplifi, Inc., ("MEI"), Chen & McGinley, Inc. ("CMI"),
Symphoni, LLC ("Symphoni"), Global Financial Services of Nevada, Inc. ("GFS"),
and Direct Resources (Scotland) Ltd. ("Direct Resources") Mastech Application
Services, Inc. ("MAS"), Mastech Emplifi Ltd.,("MEL") and Mastech Asia Pacific
Pty. Ltd. ("MAP"). These entities provide a variety of client managed and
supervised IT staffing service offerings including custom application
development and design services and package implementation and application
support services. Staffing provides these services to large and medium-sized
client organizations. Its capabilities include client directed software design
and customization; web-focused strategic consulting; domain expertise in a
variety of industries; and enterprise application integration services. In
addition, Staffing, also offers training as a service to its customers.

     Staffing markets its services to application development managers and
information technology directors within prospective client companies and also
responds to requests for proposals for preferred vendor status to win long-term
engagement relationships. Staffing typically enters into an initial client
contract with a relatively short duration. This contract is often extended, and
the average duration of a client project is approximately nine to ten months.
These contracts generally provide for payment on a time-and-materials basis,
based on the number of consultant hours worked on the project. Clients typically
have the right to cancel contracts with minimal notice.

                                       17
<PAGE>

     The segment serves a wide variety of industries. During the quarter ended
March 31, 2002, Staffing's top five clients accounted for approximately 16% of
its revenues. For the quarter ended March 31, 2002, the segment did not have a
client that accounted for more than 10% of revenues.

     The Staffing segment has U.S. offices in Pittsburgh, Pennsylvania, San
Francisco, California; Dallas, Texas; Raleigh, North Carolina; New York, New
York; Boston, Massachusetts and Minneapolis, Minnesota. The Staffing segment has
international offices located in Scotland, Mississauga, Canada, Canberra,
Melbourne, Sydney, and Brisbane, Australia The Staffing segment has more than
1,750 employees.

iGate Corporate

     We have also recast our iGate Corporate ("iGate") segment. Historically,
the iGate segment was a non-revenue producing segment that captured corporate
costs, joint venture and other strategic investment activity and other
unallocated charges.

     Our recast iGate segment will report operating results of itiliti,
MobileHelix and jobcurry, Inc. In March 2002, we deconsolidated itiliti, and
closed operations of MobileHelix. There will be no significant operating
activity for either of these entities. jobcurry, Inc. continues to provide
recruiting and placement services for iGate and outside customers. jobcurry,
Inc. is excluded from the above segments due largely to its dissimilar service
offerings and certain economic characteristics.

Results of Operations of our Operating Segments: Offshore Outsourcing,
Enterprise Applications, and IT Staffing

     Due to new reporting requirements, we must now account for billable
expenses as a component of both revenue and direct costs. In prior reporting
periods, billable expenses were accounted for as a direct cost to arrive at
gross margin. All prior reporting periods have been restated to reflect this new
reporting requirement.

     Our consolidated revenues for the quarter ended March 31, 2002 were $75.0
million, a decrease of $47.6 million or 38.8% as compared to $122.6 million for
the comparable quarter in 2001. Billable expenses on a comparative basis
approximated 2.0% as a percentage of revenue for each of the comparable
quarters. We experienced declines in each of our operating segments. On a
comparative quarter basis, our Offshore Outsourcing segment declined $3.8
million or 17.3% to $18.1 million, our Enterprise Applications segment declined
$12.8 million or 42.7% to $17.2 million and IT Staffing segment declined $30.8
or 43.9% to $39.3 million.

     The declines in each of these operating segments were mainly attributable
to declines in demand due to a continued slow economy, decreases in consultant
utilization and billable consultant headcount. Billing rates for consultants for
comparative quarters have had a negative impact on revenues.

     Our gross margin, including billable expenses was 33.6% at March 31, 2002
as compared to 36.2% at March 31, 2001. Gross margins declined in each of our
operating segments. These decreases were attributable to a combination of
pricing pressures, increases in employees related costs and benefits, as well as
increased usage of subcontractor labor.

     Selling, general and administrative ("S,G&A") expenses include all costs
that are not directly associated with our revenue generating consultants. S,G&A
expenses include non-consultant salaries and employees benefits, consultants
costs that are not being utilized, recruiting and training costs, insurance

                                       18
<PAGE>

costs, legal and accounting fees, rent, depreciation and amortization, as well
as communications and facilities costs. Our S,G&A costs for the quarter ended
March 31, 2002 were $23.9 million or 31.9% of revenues as compared to $45.8
million or 37.4% of revenues.

     On January 1, 2002, the Company adopted Statements of Financial Accounting
Standard No. 142 "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 142
eliminates prospectively the amortization of goodwill and changes the method of
determining whether to record goodwill impairment. If SFAS 142 was adopted as of
January 1, 2001, net income would have increased by $2.4 million or $0.04 per
share. The $2.4 million amortization is recorded in S,G & A and Equity in losses
of affiliated companies. During the quarter, iGATE completed the review and
valuation of its goodwill and has determined it will not record any impairment
charges in connection with the adoption of SFAS 142.

     In the latter half of 2001, we undertook several steps to reduce overhead
costs, including the restructuring of several of our operating companies. In
addition, salaries and employee benefits costs have decreased due to headcount
reductions, not associated with the restructurings, as well as salary and bonus
freezes for our existing employee base. Our depreciation expense has decreased
for comparative quarters due to decreases in capital spending and write-offs of
excess capital equipment associated with the restructurings. Our rent expense
has also decreased due to our ability to sub-lease portions of our excess space
associated with the 2001 restructuring. We will continue to monitor our S,G&A
expenses to ensure that we control costs during the upcoming year. We believe
that we have the necessary infrastructure in place to support growth in future
periods without the need to materially increase headcount or other overhead
costs.

iGate Corporate

     We have also recast our iGate Corporate ("iGate") segment. Historically,
the iGate segment was a non-revenue producing segment that captured corporate
costs, joint venture and other strategic investment activity and other
unallocated charges.

     Our recast iGate segment will report operating results of itiliti,
MobileHelix and jobcurry, Inc. In March 2002, we deconsolidated itiliti, and
closed operations of MobileHelix. There will be no significant operating
activity for either of these entities. jobcurry, Inc. continues to provide
recruiting and placement services for iGate and outside customers. Revenues for
the recast segment of March 31, 2002 were $0.4 million a decrease of $0.2
million or 36.6% from revenues of $0.6 million, due to declines in revenues of
itiliti and jobcurry.


Other Income Components

                                            Three Months Ended
                                                March 31,
                                            ------------------
                                             2002       2001
                                            ------    --------

Other expense, net                          $ (362)   $(3,525)
Minority interest                             (165)      (471)
Gain on deconsolidation of subsidiary        7,086         --
Equity in losses of affiliated companies        --     (4,119)
Loss on venture investments                   (215)    (5,500)
Gain on sale of stock of
 unconsolidated affiliates                      --     16,706

                                            ------    -------
Other income, net                           $6,344    $ 3,091
                                            ======    =======

     Other expense for the quarter ended March 31, 2002 totaled $0.4 million and
consisted of interest income on cash and cash equivalents of $0.5 million,
favorable foreign currency translation of $0.4 million offset by interest
expenses.

     Components of other expense for the period ended March 31, 2001, consisted
of interest expense, unfavorable currency translation adjustments and the
writedown of Speechworks warrants in accordance with SFAS No. 133.

     Minority interest reflects the share of the net income or loss of our
majority-owned operating subsidiaries attributable to the minority owners.
Minority interest amounted to expense of $0.2 million for the first quarter of
2002, compared to income of $0.5 million for the first quarter of 2001. The
minority interest expense in 2001 consisted of the minority share of the net
income of Mascot and IRG, net of the minority share of the net loss of Symphoni
and itiliti. The minority interest income in 2002 was the minority share of the
net income of Mascot.

     On March 15, 2002, through the combination of a sale of new shares by
itiliti to strategic investors and conversion of its bridge loan financing
vehicle to voting equity securities, our ownership interest in itiliti was
reduced from 90% to 49%. Subsequent to the transaction date, we will account for
our interest in itiliti under the equity method of accounting primarily due to
our lack of a controlling interest in itiliti. In addition, we will have no
future obligation to fund additional operating or financing requirements of
itiliti.

                                       19
<PAGE>

During 2002, the Company recorded a gain on deconsolidation of $7.1 million and
losses for the period January 1, 2002 through the date of deconsolidation in the
amount of $2.2 million. The after tax effect for on activity of itiliti during
the three months ending March 31, 2002, was approximately $3.0 million. With
respect to the Condensed Consolidated Statements of Operations, itiliti is
presented as a consolidated entity through March 15, 2002 and will not
materially effect comparability between periods.

     Equity in losses of affiliated companies consists of our share of the net
losses of our joint ventures, iProcess and PTI, and of our equity investments,
such as Air2Web and VCampus. We sold our share of PTI on February 23, 2001, and,
accordingly, have recognized our share of PTI's losses for January and February
only. Equity in losses of affiliated companies for the first quarter of 2001
totaled $4.1 million. We had no joint venture or equity investment activity in
2002.

     The gain on sale of stock of unconsolidated affiliate in the first quarter
of 2001 consisted of a $16.7 million gain on the sale of PTI. In February 2001,
we sold our approximate 50% interest in PTI to Red Hat in exchange for
approximately 3.2 million shares of Red Hat Common Stock. We currently hold
shares of Red Hat Common Stock. We mark the shares currently held to market
based upon the closing price on March 29, 2002. Changes in the market value are
reflected as comprehensive income on the Consolidated Statement of Shareholders'
Equity and Comprehensive Income.

     The loss on venture investments in the first quarter of 2001 consisted of
losses totaling approximately $5.5 million to account for declines in the market
values of Highgate's Bluewater and Xpede investments. In February 2002, we sold
our entire interest in Versata, Inc. recognizing a realized loss in the amount
of $0.2 million.

     Our income tax provision was $3.0 million at an effective rate of 40% for
the first quarter of 2002. We still benefit from an Indian tax holiday. Our tax
provision in 2001 was $0.7 million and an effective rate of 40% and components
arriving at the rate were comparable.

     During the first quarter of 2001, we had a gain on the cumulative effect of
a change in accounting principle of $0.9 million, net of tax. The net gain
resulted from our implementation of SFAS 133 on January 1, 2001. SFAS 133
establishes accounting and reporting standards requiring that all derivative
instruments (including certain derivative instruments embedded in other
contracts) be recorded on the balance sheet as either an asset or a liability
measured at their fair value. SFAS 133 requires that changes in a derivative's
fair value be recognized currently in earnings unless specific hedge criteria
are met. The net gain resulted from recording the net value of our derivative
investments in Speechworks common stock warrants and a foreign currency forward
exchange contract.

Liquidity and Capital Resources

     Our working capital position increased $8.1 million from December 31, 2002
to March 31, 2001. During the quarter, we generated sufficient cash to support
our operations. Our accounts receivable decreased by $7.7 million from December
31, 2001 and our days sales outstanding ("DSO") decreased to 63 days at March
31, 2002 from 68 days at December 31, 2001.

     At March 31, 2002, we had cash and short-term investments of $58.8 million
and $47.3 million, respectively, as compared to cash and short-term investments
of $54.4 million and $43.7 million, respectively, at December 31, 2001.
Short-term investments at March 31, 2002 and December 31, 2001 consisted mainly
of highly liquid short-term investments. Our focus over the past two years has
been liquidity along with the preservation of our principal holdings.

     During the quarter ended March 31, 2002, we used $0.9 million to purchased
the portion of Symphoni, LLC's outstanding membership units that we did not own.
We did not use our cash reserves for any other financing or investing
activities, with the exception of operating cash being transferred from money
market accounts.

                                       20
<PAGE>

     The Company maintains a $50.0 million secured credit facility with PNC
Bank, N. A. ("PNC") that was renewed and amended (as amended, the "PNC
Facility") through July 2003. The PNC Facility provides a maximum loan amount of
$50.0 million, subject to the balance of our accounts receivable and certain
other factors. The provisions of the PNC Facility require us to maintain at
least $30.0 million in cash and cash equivalents, which includes $25 million
that we are required to pledge to PNC. We currently have $36.7 million in
borrowings available to us through the PNC Facility at April 30, 2002.

     In conjunction with the amendment and renewal of the PNC Facility, we also
amended our Convertible Promissory Note (the "GE Note") to GE Capital Equity
Investments, Inc. ("GE Capital") effective October 1, 2001, to include all
revised covenants and provisions of the PNC Facility. The entire principal
amount of the GE Note will mature on July 22, 2004. Interest payments are
payable semi-annually on January 31 and July 31. The GE Note is convertible at
any time after July 22, 2002 through its maturity at the option of the holder,
into shares of our Common Stock, subject to provisions related to revenue
targets for services to GE Capital and certain of its affiliates. In conjunction
with the amendment of the GE Note, we also paid down $10 million of the note on
October 1, 2001. The current outstanding principal amount is $10 million. At
March 31, 2002, the conversion price of the GE Note exceeded the closing price
of our Common Stock.

     Going forward, we may be required to pay $6.5 million in additional
earnouts for prior acquisitions. These earnouts will paid by March 2003. We will
have no further obligations under these agreements.

     In April 2002, we filed our 2001 Corporate tax return. As a result of
significant tax losses, we will be receiving a tax refund in the amount of $11.7
million. We expect to receive our refund by the end of the second quarter of
2002.

     In December 2001, IRG, a majority-owned subsidiary of the Company, merged
with and into eJiva, Inc. (the "eJiva Merger"). As consideration for the eJiva
Merger, the Co-Founders of IRG, who held in aggregate a minority interest in
IRG, received common stock of eJiva equal to 4.8% of the issued and outstanding
stock of eJiva. In recognition of certain agreements that were made with the
Co-Founders of IRG when iGate acquired its majority interest in IRG, the
Co-Founders received a put option which will permit them to sell these shares of
common stock to eJiva on September 1, 2003, for an aggregate $9.3 million. In
the event eJiva is sold prior to September 1, 2003 for a price that results in
the IRG Co-Founders receiving less than $9 million in the aggregate for their
eJiva shares, eJiva has agreed to pay the Co-Founders cash in the amount of the
difference. When iGate acquired IRG in March 2000, iGate agreed to make certain
payments to the IRG Co-Founders up to a maximum aggregate amount of $3.7 million
upon the satisfaction of certain revenue targets as measured on March 1 of 2001,
2002 and 2003. In conjunction with the eJiva Merger, eJiva agreed to assume the
obligations with respect to these payments.

     In connection with the eJiva Merger, eJiva agreed to issue to the
Co-Founders of IRG restricted stock representing in aggregate 3.2% of the issued
and outstanding shares of eJiva common stock determined as of the effective date
of the eJiva Merger. Subject to continued employment of the Co-Founders with
eJiva, the restricted stock will vest as follows: 20% will fully vest on July 1,
2002; 55% will fully vest on March 31, 2003 and the remaining 25% will vest on
March 1, 2004. The IRG Co-Founders will pay for these restricted shares using a
full recourse promissory note bearing interest at the applicable federal rate.
Subject to certain conditions, the Co-Founders have the right to sell to eJiva
at the then appraised fair market value 50% of any vested shares on December 31,
2004 and the remaining 50% on December 31, 2005.

     Our functional currency for financial reporting purposes is the U.S.
Dollar. We generally invoice our clients and pay expenses in the local currency
of the country in which the client is located. Statement of Operations
translation gains and losses arising from differences between the functional and
local currencies are recognized in the consolidated income statements. Balance
sheet gains and losses as a result of fluctuations in foreign currency exchange
rates are recognized in shareholders' equity as a component of comprehensive
income. We continually evaluate the economic conditions of each country in which
we operate and base our foreign currency accounting policies on those
assessments.

                                       21
<PAGE>

Seasonality

     Our operations are generally not affected by seasonal fluctuations.
However, our consultants' billable hours are affected by national holidays and
vacation policies, which vary by country, and by operating company.

Economic Trends

     The economic downturn that we have experienced over the last year has
resulted in a revenue decline of $47.6 million, a 38.8% decrease from the prior
comparative quarter. Many of our customers have begun, or have recently
implemented cost savings or cost cutting initiatives. This decrease in capital
spending and cost cutting initiatives has affected each of our operating
subsidiaries to varying levels, but our solutions and Offshore Outsourcing
Segment been most affected.

     Our solutions offerings are purchased as value added projects by customers
and in times of economic slowdown, are the types of projects that are the first
to be delayed or cancelled. In addition, we believe the events of September 11th
have slowed traveling abroad considerably. Our ODC facility is located in India,
and as part of the sales process, we encourage potential customers to visit our
ODC facility. With international travel either postponed or cancelled by a
certain customers, our ability to demonstrate our ODC facility's benefits to
customers has been somewhat reduced.

RISK FACTORS

     There are a number of risks and uncertainties that could cause actual
results to differ materially from our current beliefs and expectations expressed
or implied in this Form 10-Q. We cannot predict all of these risks and
uncertainties. However, please refer to a list of important risk factors in the
section entitled "Risk Factors" in Part I of our 2001 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     On June 30, 1998, the Company entered into a foreign exchange contract with
PNC to hedge its foreign exchange exposure on certain intercompany debt. This
contract matured at each quarter henceforth and has matured at March 28, 2002
and was extended until June 28, 2002.

     The outstanding contract is for the sale by the Company of $7.0 million
Canadian dollars at 1.5948 (U.S. $4.4 million). When the contract matures, the
Company expects to access the foreign exchange markets at the then prevailing
exchange rates to purchase $7.0 million Canadian dollars for delivery to PNC. If
the then-prevailing exchange rate is lower than 1.5948, the Company will record
a gain for the difference between the spot rate and 1.5948. Conversely, if the
spot rate is higher than 1.5948, the Company will record a loss equal to that
difference. At April 30, 2002, the exchange rate was 1.5683.

     Investments are invested in highly liquid securities such as money market
funds and certain corporate bonds with maturities of one year or less, and
marketable equity securities. These securities are generally classified as
available for sale and, consequently, are recorded on the balance sheet at fair
value with unrealized gains or losses reported as a separate component of
accumulated other comprehensive income (loss), net of tax. Part of this
portfolio includes minority equity investments in several publicly traded
companies, the values of which are subject to market price volatility. For
example, as a result of market

                                       22
<PAGE>

price volatility of our publicly traded equity investments, we experienced a
$0.5 million decrease in net unrealized gains during the quarter ended March 31,
2002, on these investments. We have also invested in one privately held company,
which can still be considered in the startup or development stages. This type of
investment is inherently risky as the market for the technologies or products
they have under development are typically in the early stages and may never
materialize. We could lose our entire initial investment in this company.

     The following analysis presents the hypothetical changes in fair values of
public equity investments that are sensitive to changes in the stock market (in
millions):

            Valuation of securities      Fair Value     Valuation of securities
               given X% decrease            As of          given X% increase
              in each stock price      March 31, 2002     in each stock price
            -----------------------    --------------   -----------------------
            (75%)     (50%)   (25%)                       25%     50%     75%
            -----     -----   -----         ----          ----    ----    ----
Corporate
equities     $0.7      $1.3    $2.0         $2.6          $3.3    $4.0    $4.6
             ====      ====    ====         ====          ====    ====    ====

     These equity securities are held for purposes other th9an trading. The
model technique used measures the hypothetical change in fair values arising
from selected hypothetical changes in each stock's price. Stock price
fluctuations of plus or minus 25%, 50%, and 75% were selected based on the
probability of their occurrence.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhbiits:

     The following exhibits are being filed with this report:

     Exhibit
     Number            Description
     -------           -----------
      3.1              Amended and Restated Articles of Incorporation
      3.2              Amended and Restated Bylaws of iGate Corporation


                                       23
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 iGATE CORPORATION

May 15, 2002


                                          /s/ Sunil Wadhwani
                                          --------------------------------------
                                          Sunil Wadhwani
                                          Co-Chairman of the Board of Directors,
                                          Chief Executive Officer, and Director


May 15, 2002


                                          /s/ Michael Zugay
                                          --------------------------------------
                                          Michael Zugay
                                          Senior Vice President, Chief Financial
                                          Officer

                                       24