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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2009



| ̈ | 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 of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|6528 Kaiser Drive Fremont, CA                                  |  | 94555                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (510) 896-3015





Securities registered pursuant to Section 12(g) of the Act: None





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   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.:



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

The number of shares of the registrants Common Stock, par value $.01 per share, outstanding as of September 30, 2009 was
54,840,932.









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iGATE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2009

TABLE OF CONTENTS



|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                              |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                                        |  | 3   
|           |  |                                                                                                             
|Item 1.    |  | Financial Statements:                                                                                        |  |     
|           |  |                                                                                                             
|           |  | Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2009 and 2008 |  | 3   
|           |  |                                                                                                             
|           |  | Condensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008                        |  | 4   
|           |  |                                                                                                             
|           |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008       |  | 5   
|           |  |                                                                                                             
|           |  | Notes to Unaudited Condensed Consolidated Financial Statements                                              |  | 6   
|           |  |                                                                                                             
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 18  
|           |  |                                                                                                             
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 24  
|           |  |                                                                                                             
|Item 4.    |  | Controls and Procedures                                                                                      |  | 25  
|           |  |                                                                                                             
|PART II.   |  | OTHER INFORMATION                                                                                            |  | 26  
|           |  |                                                                                                             
|Item 1A.   |  | Risk Factors                                                                                                 |  | 26  
|           |  |                                                                                                             
|Item 5.    |  | Other Information                                                                                            |  | 26  
|           |  |                                                                                                             
|Item 6.    |  | Exhibits                                                                                                     |  | 26  
|           | 
|SIGNATURES |  | 27                                                                                                          



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

iGATE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)



|                                                                 |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | ------------------------------- | ------ | ---- | ------------------------------ | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                 |  | Three Months EndedSeptember 30, |        |      | Nine Months EndedSeptember 30, |       
|                                                                 |  | 2009                            |        | 2008 |                                |        | 2009 |  |   | 2008    |  
|Revenues                                                         |  | $                               | 49,055 |      | $                              | 55,418 |      |  | $ | 140,695 |   |  | $ | 167,298 |  
|Cost of revenues (exclusive of depreciation and amortization)    |  |                                 | 28,897 |      |                                | 34,143 |      |  |   | 86,559  |   |  |   | 105,820 |  
|                                                                 |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Gross margin                                                     |  |                                 | 20,158 |      |                                | 21,275 |      |  |   | 54,136  |   |  |   | 61,478  |  
|Selling, general and administrative                              |  |                                 | 9,197  |      |                                | 11,659 |      |  |   | 26,635  |   |  |   | 33,929  |  
|Depreciation and amortization                                    |  |                                 | 1,837  |      |                                | 2,168  |      |  |   | 5,607   |   |  |   | 7,508   |  
|                                                                 |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Income from operations                                           |  |                                 | 9,124  |      |                                | 7,448  |      |  |   | 21,894  |   |  |   | 20,041  |  
|Other income (expense), net                                      |  |                                 | 38     |      |                                | 968    |      |  |   | (1,702  | ) |  |   | 3,198   |  
|Equity in income of affiliated companies                         |  |                                 |       |      |                                |       |      |  |   |        |   |  |   | 2       |  
|                                                                 |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Income from continuing operations before income taxes            |  |                                 | 9,162  |      |                                | 8,416  |      |  |   | 20,192  |   |  |   | 23,241  |  
|Income tax expense (benefit)                                     |  |                                 | 278    |      |                                | (40    | )    |  |   | 251     |   |  |   | 541     |  
|                                                                 |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Income from continuing operations before noncontrolling interest |  |                                 | 8,884  |      |                                | 8,456  |      |  |   | 19,941  |   |  |   | 22,700  |  
|Noncontrolling interest                                          |  |                                 |       |      |                                |       |      |  |   |        |   |  |   | (371    | )
|                                                                 |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Income from continuing operations                                |  |                                 | 8,884  |      |                                | 8,456  |      |  |   | 19,941  |   |  |   | 22,329  |  
|(Loss) income from discontinued operations, net of taxes         |  |                                 |       |      |                                | (162   | )    |  |   |        |   |  |   | 1,781   |  
|                                                                 |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Net income                                                       |  | $                               | 8,884  |      | $                              | 8,294  |      |  | $ | 19,941  |   |  | $ | 24,110  |  
|                                                                 |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|                                                                 |  |                                 |        |     
|Distributed earnings per share:                                  |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Common stock                                                     |  | $                               |       |      | $                              |       |      |  | $ | 0.11    |   |  | $ |        |  
|Unvested restricted stock                                        |  |                                 |       |      |                                |       |      |  |   | 0.11    |   |  |   |        |  
|                                                                 |  |                                 |        |     
|Basic earnings per share from continuing operations              |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Common stock                                                     |  | $                               | 0.16   |      | $                              | 0.15   |      |  | $ | 0.36    |   |  | $ | 0.42    |  
|Unvested restricted stock                                        |  |                                 | 0.16   |      |                                | 0.15   |      |  |   | 0.36    |   |  |   | 0.42    |  
|                                                                 |  |                                 |        |     
|Basic earnings per share from discontinued operations            |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Common stock                                                     |  | $                               |       |      | $                              |       |      |  | $ |        |   |  | $ | 0.03    |  
|Unvested restricted stock                                        |  |                                 |       |      |                                |       |      |  |   |        |   |  |   | 0.03    |  
|                                                                 |  |                                 |        |     
|Diluted earnings per share from continuing operations            |  | $                               | 0.16   |      | $                              | 0.15   |      |  | $ | 0.36    |   |  | $ | 0.40    |  
|Diluted earnings per share from discontinued operations          |  | $                               |       |      | $                              |       |      |  | $ |        |   |  | $ | 0.03    |  

See accompanying notes.



3



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iGATE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)



|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                                                                      |  | September 30,2009(Unaudited) |         |   | December 31,2008 |  
|ASSETS                                                                                                                                                                                                                                                |  |                              |         |   |                  |   |         |  
|                                                                                                                                                                                                                                                      |  |                             
|Current assets:                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                             |  | $                            | 29,649  |   |                  | $ | 30,878  |  
|Short-term investments                                                                                                                                                                                                                                |  |                              | 54,871  |   |                  |   | 34,601  |  
|Accounts receivable, net                                                                                                                                                                                                                              |  |                              | 26,642  |   |                  |   | 33,778  |  
|Unbilled revenues                                                                                                                                                                                                                                     |  |                              | 8,362   |   |                  |   | 6,787   |  
|Prepaid expenses and other current assets                                                                                                                                                                                                             |  |                              | 4,292   |   |                  |   | 4,184   |  
|Prepaid income taxes                                                                                                                                                                                                                                  |  |                              | 4,120   |   |                  |   | 3,300   |  
|Deferred tax assets                                                                                                                                                                                                                                   |  |                              | 57      |   |                  |   | 32      |  
|Receivable from Mastech Holdings Inc.                                                                                                                                                                                                                 |  |                              | 82      |   |                  |   | 742     |  
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                                  |  |                              | 128,075 |   |                  |   | 114,302 |  
|                                                                                                                                                                                                                                                      |  |                             
|Deposits and other assets                                                                                                                                                                                                                             |  |                              | 4,180   |   |                  |   | 3,986   |  
|Property and equipment, net                                                                                                                                                                                                                           |  |                              | 39,425  |   |                  |   | 34,490  |  
|Deferred tax assets                                                                                                                                                                                                                                   |  |                              | 6,948   |   |                  |   | 5,016   |  
|Intangible assets, net                                                                                                                                                                                                                                |  |                              | 2,200   |   |                  |   | 2,920   |  
|Goodwill                                                                                                                                                                                                                                              |  |                              | 29,537  |   |                  |   | 29,179  |  
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|Total assets                                                                                                                                                                                                                                          |  | $                            | 210,365 |   |                  | $ | 189,893 |  
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|                                                                                                                                                                                                                                                      |  |                             
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                                  |  |                              |         |   |                  |   |         |  
|                                                                                                                                                                                                                                                      |  |                             
|Current liabilities:                                                                                                                                                                                                                                  |  |                              |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                                                                                                      |  | $                            | 1,352   |   |                  | $ | 1,785   |  
|Accrued payroll and related costs                                                                                                                                                                                                                     |  |                              | 14,196  |   |                  |   | 13,146  |  
|Accrued expenses                                                                                                                                                                                                                                      |  |                              | 12,744  |   |                  |   | 12,024  |  
|Deferred income taxes                                                                                                                                                                                                                                 |  |                              | 307     |   |                  |   | 471     |  
|Foreign exchange derivative contracts                                                                                                                                                                                                                 |  |                              | 3,898   |   |                  |   | 7,468   |  
|Other current liabilities                                                                                                                                                                                                                             |  |                              | 3,402   |   |                  |   | 3,874   |  
|Restructuring reserve                                                                                                                                                                                                                                 |  |                              | 100     |   |                  |   | 271     |  
|Deferred revenue                                                                                                                                                                                                                                      |  |                              | 1,375   |   |                  |   | 766     |  
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                             |  |                              | 37,374  |   |                  |   | 39,805  |  
|Other long-term liabilities                                                                                                                                                                                                                           |  |                              | 992     |   |                  |   | 882     |  
|Foreign exchange derivative contracts, long term                                                                                                                                                                                                      |  |                              | 59      |   |                  |   | 3,134   |  
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                                                                                     |  |                              | 38,425  |   |                  |   | 43,821  |  
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|Shareholders equity:                                                                                                                                                                                                                                 |  |                              |         |   |                  |   |         |  
|Preferred shares, without par value: 20,000,000 shares authorized, 1 share held in treasury in 2009 and 2008                                                                                                                                          |  |                              |        |   |                  |   |        |  
|Common shares, par value $0.01 per share:                                                                                                                                                                                                             |  |                              |         |   |                  |   |         |  
|100,000,000 shares authorized, and 55,831,034 and 55,157,029 shares issued as of September 30, 2009 and December 31,
2008, respectively and 54,840,932 and 54,166,927 shares outstanding as of September 30, 2009 and December 31, 2008, respectively |  |                              | 558     |   |                  |   | 551     |  
|Common shares held in treasury, at cost, 990,102 shares                                                                                                                                                                                               |  |                              | (14,714 | ) |                  |   | (14,714 | )
|Additional paid-in capital                                                                                                                                                                                                                            |  |                              | 178,683 |   |                  |   | 173,198 |  
|Retained earnings                                                                                                                                                                                                                                     |  |                              | 29,594  |   |                  |   | 15,613  |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                  |  |                              | (22,181 | ) |                  |   | (28,576 | )
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|Total shareholders equity                                                                                                                                                                                                                            |  |                              | 171,940 |   |                  |   | 146,072 |  
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                                                                                                                                            |  | $                            | 210,365 |   |                  | $ | 189,893 |  
|                                                                                                                                                                                                                                                      |  |                              |         |   |                  |   |         |  

See accompanying notes.



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iGATE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)



|                                                                               |  |                                |         |   |      |   |         |  
|------------------------------------------------------------------------------ |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                               |  | Nine Months endedSeptember 30, |        
|                                                                               |  | 2009                           |         |   | 2008 |  
|Cash Flows From Operating Activities:                                          |  |                                |         |   |      |   |         |  
|Net income                                                                     |  | $                              | 19,941  |   |      | $ | 24,110  |  
|Less: Income from discontinued operations, net of taxes                        |  |                                |        |   |      |   | 1,781   |  
|Adjustments to reconcile net income to cash provided by continuing operations: |  |                                |         |   |      |   |         |  
|Depreciation and amortization                                                  |  |                                | 5,607   |   |      |   | 7,508   |  
|Stock based compensation                                                       |  |                                | 3,963   |   |      |   | 3,443   |  
|Receipts from termination of land sale contract                                |  |                                |        |   |      |   | (1,148  | )
|Realized gain on investments                                                   |  |                                | (1,803  | ) |      |   | (1,805  | )
|Provision for doubtful debts                                                   |  |                                | 255     |   |      |   | 334     |  
|Deferred income taxes                                                          |  |                                | (3,083  | ) |      |   | (2,869  | )
|Equity in income of affiliated companies                                       |  |                                |        |   |      |   | (2      | )
|Gain on sale of fixed assets                                                   |  |                                | (2      | ) |      |   | (105    | )
|Deferred rent                                                                  |  |                                | 108     |   |      |   | 451     |  
|Unrealized loss on derivative instruments                                      |  |                                |        |   |      |   | 740     |  
|Working capital items:                                                         |  |                                |         |   |      |   |         |  
|Accounts receivable and unbilled receivable                                    |  |                                | 6,601   |   |      |   | (14,745 | )
|Prepaid and other assets                                                       |  |                                | 613     |   |      |   | 3,945   |  
|Accounts payable                                                               |  |                                | (249    | ) |      |   | (831    | )
|Accrued and other liabilities                                                  |  |                                | (523    | ) |      |   | 15,356  |  
|Deferred revenue                                                               |  |                                | 566     |   |      |   | 223     |  
|Restructuring reserve                                                          |  |                                | (171    | ) |      |   | (615    | )
|                                                                               |  |                                |         |   |      |   |         |  
|Net cash flows provided by operating activitiescontinuing operations          |  |                                | 31,823  |   |      |   | 32,209  |  
|Net cash flows provided by operating activitiesdiscontinued operations        |  |                                |        |   |      |   | 2,608   |  
|                                                                               |  |                                |         |   |      |   |         |  
|                                                                               |  |                               
|Cash Flows From Investing Activities:                                          |  |                                |         |   |      |   |         |  
|Additions to property and equipment                                            |  |                                | (9,044  | ) |      |   | (10,060 | )
|Purchases of investments                                                       |  |                                | (44,739 | ) |      |   | (43,066 | )
|Sale of investments                                                            |  |                                | 26,180  |   |      |   | 32,617  |  
|Receipts from termination of land sale contract                                |  |                                |        |   |      |   | 1,148   |  
|Payments for lease deposits                                                    |  |                                | (132    | ) |      |   | (1,181  | )
|Proceeds from sale of iCRI, net of cash transferred                            |  |                                |        |   |      |   | 2,925   |  
|Purchase of iGS stock and stock option settlement                              |  |                                | (61     | ) |      |   | (28,137 | )
|Proceeds from sale of joint venture                                            |  |                                |        |   |      |   | 905     |  
|                                                                               |  |                                |         |   |      |   |         |  
|Net cash flows used in investing activitiescontinuing operations              |  |                                | (27,796 | ) |      |   | (44,849 | )
|Net cash flows used in investing activitiesdiscontinued operations            |  |                                |        |   |      |   | (164    | )
|                                                                               |  |                                |         |   |      |   |         |  
|                                                                               |  |                               
|Cash Flows From Financing Activities:                                          |  |                                |         |   |      |   |         |  
|Payments on capital leases                                                     |  |                                | (99     | ) |      |   | (193    | )
|Dividends paid                                                                 |  |                                | (5,960  | ) |      |   |        |  
|Cash portion of iPS business distributed to share holders                      |  |                                |        |   |      |   | (4,777  | )
|Net proceeds from exercise of stock options                                    |  |                                | 1,642   |   |      |   | 1,885   |  
|Tax benefits related to stock option exercises                                 |  |                                | (113    | ) |      |   | 90      |  
|Noncontrolling interest                                                        |  |                                |        |   |      |   | 371     |  
|                                                                               |  |                                |         |   |      |   |         |  
|Net cash flows used in financing activitiescontinuing operations              |  |                                | (4,530  | ) |      |   | (2,624  | )
|                                                                               |  |                                |         |   |      |   |         |  
|Effect of currency translation                                                 |  |                                | (726    | ) |      |   | (6,945  | )
|                                                                               |  |                                |         |   |      |   |         |  
|                                                                               |  |                               
|Net change in cash and cash equivalents                                        |  |                                | (1,229  | ) |      |   | (19,765 | )
|Cash and cash equivalents, beginning of period of continuing operations        |  |                                | 30,878  |   |      |   | 46,655  |  
|Cash and cash equivalents, beginning of period of discontinued operations      |  |                                |        |   |      |   | 3,029   |  
|Cash and cash equivalents, end of the period of discontinued operations        |  |                                |        |   |      |   |        |  
|                                                                               |  |                                |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                       |  | $                              | 29,649  |   |      | $ | 29,919  |  
|                                                                               |  |                                |         |   |      |   |         |  

See accompanying notes



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iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of iGATE Corporation (iGATE or the Company) have been prepared by management in accordance with U.S.
generally accepted accounting principles for interim financial information and applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by U.S.
generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normally recurring adjustments) considered necessary for a fair presentation have been included.

The accompanying balance sheet and financial information as of December 31, 2008 is derived from audited financial
statements but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The results of operations for the three and nine months ended September 30, 2009
are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Companys audited financial statements and notes thereto included in its Annual Report on
Form 10-K for the year ended December 31, 2008.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany accounts and
transactions have been eliminated.

Use of Estimates

Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results may differ from these estimates. Interim results are not necessarily indicative of results for a full year.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update No. 2009-01, Generally Accepted Accounting Principles (ASC Topic 105) which establishes the FASB Accounting Standards Codification (the Codification
or ASC) as the official single source of authoritative U.S. generally accepted accounting principles. All existing accounting standards are superseded. All other accounting guidance not included in the Codification will be considered
non-authoritative. The Codification also includes all relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections within the Codification. Following the Codification, the FASB will not issue
new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (ASU) which will serve to update the Codification, provide background information
about the guidance and provide the basis for conclusions on the changes to the Codification. The Codification is not intended to change GAAP, but it will change the way GAAP is organized and presented. The Codification is effective for the
Companys third quarter financial statements and the principal impact on the financial statements is limited to disclosures as all future references to authoritative accounting literature will be referenced in accordance with the Codification.
In order to ease the transition to the Codification, the Company is providing the Codification cross-reference alongside the references to the standards issued and adopted prior to the adoption of the Codification.

In August 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
No. 2009-05, Measuring Liabilities at Fair Value (ASU 2009-05). The amendments in this ASU apply to all entities that measure liabilities at fair value and provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, an entity is required to measure fair value using one or more techniques laid out in this ASU. The guidance provided in this ASU is effective for the first reporting
period (including interim periods) beginning after issuance. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.



6



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iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



In September 2009, the FASB issued ASU No. 2009-13 Revenue recognition 
Multiple deliverable revenue arrangements. The ASU provides amendments to the criteria in Revenue recognition  multiple element arrangements for separating consideration in multiple element arrangements. The amendments in
this ASU establish a selling price hierarchy for determining the selling price of a deliverable. Further, the term fair valuein the revenue guidance will be replaced with selling priceto clarify that the allocation of revenue is
based on entity-specific assumptions rather than assumptions of a market place participant. The amendments in this ASU will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after
June 15, 2010. Early adoption is permitted. The Company is currently evaluating this ASU.

2. Discontinued Operations

On July 31, 2008, the Company completed the divestiture and sale of iGATE Clinical Research International Inc. and iGATE Clinical
Research International Private Limited collectively iCRI for cash consideration of approximately $3.6 million which included a cash transfer of $0.7 million. This sale resulted in a gain of approximately $1.8 million.

On September 30, 2008, the Company completed the spin-off of Mastech. The distribution of common stock of the newly formed company was
considered a tax free transaction for the Company. The Company incurred costs of approximately $3.2 million including amounts associated with investment banking fees and other transaction costs related to the spin-off. iGATE continued to provide
Mastech employees with coverage under iGATE employee benefit plans through December 31, 2008 and has been reimbursed by Mastech for premiums and costs related to such services and coverage.

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144 Accounting for the Impairment or
Disposal of Long Lived Assets (ASC Topic 360), the results of operations and cash flows of iCRI and Mastech have been classified as discontinued operations in the Condensed Consolidated Financial Statements for all periods presented
through the date of sale and spin-off. Cash flows of iCRI and Mastech have been segregated in the Condensed Consolidated Statement of Cash Flows as separate line items within operating, investing and financing activities.

In accordance with Emerging Issues Task Force (EITF) Issue no. 03-13, Applying the Conditions in Paragraph 42 of
FASB, Statement No. 144 in Determining Whether to Report Discontinued Operations(ASC Topic 360), the Company determined that the outsourcing services provided by iGATE Global Solutions Limited (iGS) to Mastech are
not significant and hence do not result in significant continuing involvement in the operations of Mastech.

Revenue billed by
iGS to Mastech, which was an intercompany transaction prior to the spin-off and hence eliminated in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2008 amounting to $0.5 million and $1.9
million, respectively, is reported within income from continuing operations. Related receivable to iGS from Mastech amounting to $0.2 million as of December 31, 2008 is reported on the condensed consolidated balance sheet, which was
subsequently received. The financial information for the discontinued operations is shown below:



|                                                       |  |                                    |        |   |                                   |   |       
|------------------------------------------------------ |  | ---------------------------------- | ------ | - | --------------------------------- | - | ------
|                                                       |  | Three MonthsEndedSeptember 30,2008 |        |   | Nine MonthsEndedSeptember 30,2008
|Revenues                                               |  | $                                  | 24,396 |   |                                   | $ | 75,724
|                                                       |  |                                    |        |   |                                   |   |       
|(Loss) income from discontinued operations before tax  |  |                                    | (93    | ) |                                   |   | 2,178 
|Income tax expense                                     |  |                                    | 69     |   |                                   |   | 397   
|                                                       |  |                                    |        |   |                                   |   |       
|(Loss) income from discontinued operations, net of tax |  | $                                  | (162   | ) |                                   | $ | 1,781 
|                                                       |  |                                    |        |   |                                   |   |       



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iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



3. Goodwill and Intangible Assets

The changes in the carrying value of goodwill for the nine months ended September 2009 (in thousands):



|                                    |  |        |       
|----------------------------------- |  | ------ | ------
|                                    |  | Amount
|                                    | 
|Goodwill as of December 31, 2008    |  | $      | 29,179
|Foreign currency translation effect |  |        | 358   
|                                    |  |        |       
|Goodwill as of September 30, 2009   |  | $      | 29,537
|                                    |  |        |       

Intangible assets comprised of customer relationships for the nine months ended
September 30, 2009 (in thousands):



|                                           |  |        |       |  
|------------------------------------------ |  | ------ | ----- | -
|                                           |  | Amount |      
|                                           | 
|Intangible assets as of December 31, 2008  |  | $      | 2,920 |  
|Foreign currency translation effect        |  |        | 24    |  
|Amortizations                              |  |        | (744  | )
|                                           |  |        |       |  
|Intangible assets as of September 30, 2009 |  | $      | 2,200 |  
|                                           |  |        |       |  

Amortization expenses related to identifiable intangible assets was $0.7 million and
$1.3 million for the nine months ended September 30, 2009 and 2008, respectively. Future estimated annual amortization is as follows (in thousands):



|     |  |        |      
|---- |  | ------ | -----
|     |  | Amount
|     | 
|2009 |  | $      | 184  
|2010 |  |        | 738  
|2011 |  |        | 738  
|2012 |  |        | 540  
|     |  |        |      
|     | 
|     |  | $      | 2,200
|     |  |        |      



8



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iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



4. Income Taxes

The provision (benefit) for income taxes, as shown in the accompanying Condensed Consolidated Financial Statements, consists of the following
(in thousands):



|                                           |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------ |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                           |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                           |  |                                 |        |  
|                                           |  | 2009                            |        |   | 2008                           |   |        | 2009 |  |   | 2008   |  
|Current provision:                         |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Federal                                    |  | $                               | 8      |   |                                | $ | (88    | )    |  | $ | 8      |   |  | $ | (286   | )
|State                                      |  |                                 | 2      |   |                                |   | 212    |      |  |   | 64     |   |  |   | 29     |  
|Foreign                                    |  |                                 | 1,935  |   |                                |   | 1,123  |      |  |   | 3,380  |   |  |   | 3,628  |  
|                                           |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|                                           |  |                                 |        |  
|Total current provision                    |  |                                 | 1,945  |   |                                |   | 1,247  |      |  |   | 3,452  |   |  |   | 3,371  |  
|                                           |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Deferred provision (benefit):              |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Federal                                    |  |                                 |       |   |                                |   | (124   | )    |  |   | (12    | ) |  |   | (121   | )
|State                                      |  |                                 |       |   |                                |   | (15    | )    |  |   | (2     | ) |  |   | 161    |  
|Foreign                                    |  |                                 | (1,667 | ) |                                |   | (1,148 | )    |  |   | (3,187 | ) |  |   | (2,870 | )
|                                           |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|                                           |  |                                 |        |  
|Total deferred benefit                     |  |                                 | (1,667 | ) |                                |   | (1,287 | )    |  |   | (3,201 | ) |  |   | (2,830 | )
|                                           |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Total provision (benefit) for income taxes |  | $                               | 278    |   |                                | $ | (40    | )    |  | $ | 251    |   |  | $ | 541    |  
|                                           |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  

The reconciliation of income taxes computed using the statutory U.S. income tax rate and the
provision for income taxes were as follows:



|                                                           |  |                                      |        |   |                                      |       |   |  |   |        |   |  |       |   
|---------------------------------------------------------- |  | ------------------------------------ | ------ | - | ------------------------------------ | ----- | - |  | - | ------ | - |  | ----- | --
|                                                           |  | Three Months EndedSeptember 30, 2009 |        |   | Three Months EndedSeptember 30, 2008 |      
|Income taxes computed at the federal statutory rate        |  | $                                    | 3,115  |   |                                      | 34.0  | % |  | $ | 2,946  |   |  | 35.0  | % 
|State income taxes, net of federal tax benefit             |  |                                      | 1      |   |                                      |      |   |  |   | 127    |   |  | 1.5   |   
|Benefit for untaxed foreign income, subject to tax holiday |  |                                      | (2,763 | ) |                                      | (30.2 | ) |  |   | (2,607 | ) |  | (31.0 | ) 
|Foreign taxes (benefit) at other than U.S. statutory rate  |  |                                      | 202    |   |                                      | 2.2   |   |  |   | (505   | ) |  | (6.0  | ) 
|Amortization of acquired intangibles                       |  |                                      |       |   |                                      |      |   |  |   | 91     |   |  | 1.1   |   
|Othernet                                                  |  |                                      | (277   | ) |                                      | (3.0  | ) |  |   | (92    | ) |  | (1.1  | ) 
|                                                           |  |                                      |        |   |                                      |       |   |  |   |        |  
|                                                           |  | $                                    | 278    |   |                                      | 3.0   | % |  | $ | (40    | ) |  | (0.5  | )%
|                                                           |  |                                      |        |   |                                      |       |   |  |   |        |  



|                                                           |  |                                     |        |   |                                     |       |   |  |   |        |   |  |       |  
|---------------------------------------------------------- |  | ----------------------------------- | ------ | - | ----------------------------------- | ----- | - |  | - | ------ | - |  | ----- | -
|                                                           |  | Nine Months EndedSeptember 30, 2009 |        |   | Nine Months EndedSeptember 30, 2008 |      
|Income taxes computed at the federal statutory rate        |  | $                                   | 6,865  |   |                                     | 34.0  | % |  | $ | 8,005  |   |  | 35.0  | %
|State income taxes, net of federal tax benefit             |  |                                     | 41     |   |                                     | 0.2   |   |  |   | 123    |   |  | 0.5   |  
|Benefit for untaxed foreign income, subject to tax holiday |  |                                     | (6,985 | ) |                                     | (34.6 | ) |  |   | (6,508 | ) |  | (28.4 | )
|Foreign taxes (benefit) at other than U.S. statutory rate  |  |                                     | 183    |   |                                     | 0.9   |   |  |   | (1,231 | ) |  | (5.4  | )
|Noncontrolling interest                                    |  |                                     |       |   |                                     |      |   |  |   | 130    |   |  | 0.6   |  
|Amortization of acquired intangibles                       |  |                                     |       |   |                                     |      |   |  |   | 259    |   |  | 1.1   |  
|Othernet                                                  |  |                                     | 147    |   |                                     | 0.7   |   |  |   | (237   | ) |  | (1.0  | )
|                                                           |  |                                     |        |   |                                     |       |   |  |   |        |  
|                                                           |  | $                                   | 251    |   |                                     | 1.2   | % |  | $ | 541    |   |  | 2.4   | %
|                                                           |  |                                     |        |   |                                     |       |   |  |   |        |  



9



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##### Table of Contents

iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



Under the Indian Income Tax Act, 1961, iGS is eligible to claim a tax holiday for ten
consecutive assessment years on profits derived from the export of software services from divisions registered under the Software Technology Parks at Bangalore, Chennai, Hyderabad and Noida. On certain of the units, the benefits of the holiday
expired in 2005. Additionally, the tax holiday for one of the units in Chennai expired effective April 1, 2008. Non-operating income, such as interest income and capital gains income along with operating income to the extent of expiry of tax
holiday, is not included in the tax holiday and has been considered as part of our income tax provisions.

iGS has set up two
units under the Special Economic Zones (SEZ) at Chennai and Hyderabad which commenced operations during the previous quarter. Under the Indian Income Tax Act, 1961, iGS is eligible to claim income tax holiday of 100% for the initial five
consecutive assessment years followed by 50% for the subsequent ten consecutive assessment years on the profits derived from the export of software services from the divisions registered under the SEZ at Chennai and Hyderabad.

5. Earnings Per Share

The Company computes earnings per share in accordance with SFAS No. 128, Earnings per share (ASC Topic 260),and FASB Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities (ASC 260-10-45). Basic earnings per share for the two classes of stock (common stock and unvested restricted stock) is calculated by dividing net income by the weighted average
number of shares of common stock and unvested restricted stock outstanding. Diluted earnings per share is computed using the weighted average number of common stock and unvested restricted stock plus the potentially dilutive effect of common stock
equivalents.

Earnings per share for the common stock and unvested restricted stock under the two class method are presented
below (dollars and share data in thousands):



|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|----------------------------------------------------- |  | -------------------------------- | ------ | ---- | ------------------------------- | ------ | ---- |  | ---- | ------ |  | - | ------
|                                                      |  | Three Months Ended September 30, |        |      | Nine Months Ended September 30,
|                                                      |  |                                  |       
|                                                      |  | 2009                             |        | 2008 |                                 |        | 2009 |  | 2008
|                                                      |  |                                  |        |      |                                 |        |      |  |     
|Net income from continuing operations                 |  | $                                | 8,884  |      | $                               | 8,456  |      |  | $    | 19,941 |  | $ | 22,329
|Net (loss) income from discontinued operations        |  |                                  |       |      |                                 | (162   | )    |  |      |       |  |   | 1,781 
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|Net income                                            |  | $                                | 8,884  |      | $                               | 8,294  |      |  | $    | 19,941 |  | $ | 24,110
|Less: Dividends paid on                               |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|Common stock                                          |  |                                  |       |      |                                 |       |      |  |      | 5,894  |  |   |      
|Unvested restricted stock                             |  |                                  |       |      |                                 |       |      |  |      | 66     |  |   |      
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|                                                      |  |                                  |        |      |                                 |        |      |  |      | 5,960  |  |   |       
|Undistributed Income                                  |  | $                                | 8,884  |      | $                               | 8,294  |      |  | $    | 13,981 |  | $ | 24,110
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|Basic and diluted allocation of undistributed income: |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|Common stock                                          |  | $                                | 8,786  |      | $                               | 8,187  |      |  | $    | 13,826 |  | $ | 23,798
|Unvested restricted stock                             |  |                                  | 98     |      |                                 | 107    |      |  |      | 155    |  |   | 312   
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|                                                      |  | $                                | 8,884  |      | $                               | 8,294  |      |  | $    | 13,981 |  | $ | 24,110
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|Weighted average shares outstanding:                  |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|Common stock                                          |  |                                  | 54,619 |      |                                 | 53,985 |      |  |      | 54,357 |  |   | 53,818
|Unvested restricted stock                             |  |                                  | 608    |      |                                 | 705    |      |  |      | 608    |  |   | 705   
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|                                                      |  |                                  | 55,227 |      |                                 | 54,690 |      |  |      | 54,965 |  |   | 54,523
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|Weighted average common stock outstanding             |  |                                  | 54,619 |      |                                 | 53,985 |      |  |      | 54,357 |  |   | 53,818
|Dilutive effect of stock options outstanding          |  |                                  | 1,534  |      |                                 | 1,758  |      |  |      | 1,255  |  |   | 1,639 
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       
|Dilutive weighted average shares outstanding          |  |                                  | 56,153 |      |                                 | 55,743 |      |  |      | 55,612 |  |   | 55,457
|                                                      |  |                                  |        |      |                                 |        |      |  |      |        |  |   |       



10



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iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



Distributed earnings per share have been restricted to the amount of net income for the quarter ended
March 31, 2009. In respect of the nine months ended September 30, 2009, there was no such restriction on the distributed earnings per share.

6. Comprehensive Income (Loss)

The components of comprehensive income (loss), net of tax, were as follows:



|                                                        |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |         |  
|------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                                        |  | Three Months EndedSeptember 30, |       |   | Nine Months EndedSeptember 30, |  
|                                                        |  | 2009                            |       |   | 2008                           |   |        | 2009 |  |   | 2008   |  
|Net income                                              |  | $                               | 8,884 |   |                                | $ | 8,294  |      |  | $ | 19,941 |   |  | $ | 24,110  |  
|Unrealized (loss) gain on investments                   |  |                                 | (178  | ) |                                |   | 129    |      |  |   | (794   | ) |  |   | 319     |  
|Unrecognized actuarial gain (loss) on pension liability |  |                                 | 2     |   |                                |   | 96     |      |  |   | (118   | ) |  |   | 96      |  
|Change in fair value of cash flow hedges                |  |                                 | 1,363 |   |                                |   | (5,232 | )    |  |   | 5,916  |   |  |   | (11,170 | )
|Foreign currency translation                            |  |                                 | (767  | ) |                                |   | (9,362 | )    |  |   | 1,391  |   |  |   | (22,971 | )
|                                                        |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Comprehensive income (loss)                             |  | $                               | 9,304 |   |                                | $ | (6,075 | )    |  | $ | 26,336 |   |  | $ | (9,616  | )
|                                                        |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |         |  

The Companys forward and option contracts to hedge foreign currency cash flows
will mature by June 30, 2011. As each contract matures, the Company will receive Rupees at the contracted rate while delivering either the U.S. Dollar (USD) or Canadian Dollar (CAD) equivalent of Rupees at the
prevailing Rupee exchange rate. Accordingly, the effective portion of gains and losses is deferred as a component of other comprehensive income (loss) and is recognized in earnings at the time the hedged item affects earnings. Gains and losses due
to hedge ineffectiveness or related to contracts which do not qualify for hedge accounting are recorded in current period earnings and included in other income (expense), net.

7. Derivative Instruments and Hedging Activities

As part of the
Companys on-going business operations, certain assets and forecasted transactions are exposed to foreign currency risks due to fluctuations in exchange rate between the Rupee, CAD and USD. The objective for holding derivatives is to eliminate
or reduce the impact of these exposures.

The Company enters into forward foreign exchange contracts to mitigate the risk of
changes in foreign exchange rates on inter-company transactions and forecasted transactions denominated in foreign currencies. Contracts are designated as cash flow hedges if they satisfy the criteria for hedge accounting under SFAS 133,
Accounting for Derivative Instruments and Hedging Activities(ASC Topic 815). The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in
the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss of hedging instruments are recognized in the earnings of each period and are included in other income (expense), net.

The Company documents all relationships between hedging instruments including the risk management objectives and strategy for
each hedge transaction. In addition, formal assessment is done for effectiveness testing both at the inception of the hedge and on a quarterly basis. If it is determined that a derivative or a portion thereof is not highly effective as a hedge, or
if a derivative ceases to be a highly effective hedge, the Company will prospectively discontinue hedge accounting with respect to that derivative.

In all situations in which hedge accounting is discontinued and the derivative is retained, the derivative is continued to be carried at its fair value on the balance sheet and any subsequent change in
its fair value is recognized in the consolidated statement of income.



11



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##### Table of Contents

iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



The following table presents information related to foreign currency contracts held:

OUTSTANDING HEDGE TRANSACTIONS AS OF SEPTEMBER 30, 2009 (in thousands)



|                              |  |                      |  |                                 |  |        |        |                                                |   |        |  
|----------------------------- |  | -------------------- |  | ------------------------------- |  | ------ | ------ | ---------------------------------------------- | - | ------ | -
|                              |  | Maturity Date Ranges |  | Strike PriceAt Rupee RateRanges |  | Amount |        | Net UnrealizedGains (Losses)September 30, 2009 |  
|FORWARD CONTRACTS USD         |  |                      |  |                                 |  |        |        |                                                |   |        |  
|From:                         |  | 31-Mar-10            |  | 42.40                           |  |        |        |                                                |   |        |  
|To:                           |  | 30-Aug-10            |  | 50.20                           |  |        |        |                                                |   |        |  
|Subtotal                      |  |                      |  |                                 |  | $      | 5,000  |                                                | $ | (1     | )
|                              |  |                      |  |                                
|CURRENCY OPTION CONTRACTS USD |  |                      |  |                                 |  |        |        |                                                |   |        |  
|From:                         |  | 25-Oct-09            |  | 40.02                           |  |        |        |                                                |   |        |  
|To:                           |  | 30-Jun-11            |  | 52.36                           |  |        |        |                                                |   |        |  
|Subtotal                      |  |                      |  |                                 |  | $      | 64,800 |                                                | $ | (4,150 | )
|                              |  |                      |  |                                
|FORWARD CONTRACTS CAD         |  |                      |  |                                 |  |        |        |                                                |   |        |  
|From:                         |  | 30-Oct-09            |  | 43.29                           |  |        |        |                                                |   |        |  
|To:                           |  | 31-Dec-09            |  | 44.14                           |  |        |        |                                                |   |        |  
|Subtotal                      |  |                      |  |                                 |  | $      | 4,138  |                                                | $ | (77    | )
|                              |  |                      |  |                                
|CURRENCY OPTION CONTRACTS CAD |  |                      |  |                                 |  |        |        |                                                |   |        |  
|From:                         |  | 30-Oct-09            |  | 43.25                           |  |        |        |                                                |   |        |  
|To:                           |  | 30-Jun-10            |  | 46.00                           |  |        |        |                                                |   |        |  
|Subtotal                      |  |                      |  |                                 |  | $      | 12,415 |                                                | $ | (62    | )
|                              |  |                      |  |                                 |  |        |        |                                                |   |        |  
|                              |  |                      |  |                                 |  |        |        |                                                | $ | (4,290 | )
|                              |  |                      |  |                                 |  |        |        |                                                |   |        |  

The forward contracts as of September 30, 2009 will all mature by
August 30, 2010. As each contract matures, USDs and CADs are sold at each contracted strike price and equivalent Indian Rupees received. The outstanding contracts meet the qualifying criteria to receive hedge accounting and have been deemed to
be effective. As a result, the Company has recorded other comprehensive loss of $0.08 million and $1.24 million as of September 30, 2009 and 2008, respectively.

The option contracts as of September 30, 2009 will all mature by June 30, 2011. As each contract matures, the Company will sell USDs at each contracted strike price depending upon prevailing
Rupee exchange rates. The outstanding contracts meet the qualifying criteria to receive hedge accounting and have been deemed to be effective. As a result, the Company has recorded other comprehensive loss of $4.21 million and $9.23 million as of
September 30, 2009 and 2008, respectively.



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iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



The effect of Derivative Instruments on the Condensed Consolidated Statements of Income for the nine
months ended September 30, 2009 (in thousands):



|                                                    |  |                                                       |                    |                                                                    |                         |                                                                  |                                                                      |                                                           |  |                                                                  |  |  
|--------------------------------------------------- |  | ----------------------------------------------------- | ------------------ | ------------------------------------------------------------------ | ----------------------- | ---------------------------------------------------------------- | -------------------------------------------------------------------- | --------------------------------------------------------- |  | ---------------------------------------------------------------- |  | -
|Derivatives in FAS133 Cash FlowHedgingRelationships |  | Amount of Gain/(Loss) recognized in OCI on Derivative |                    | Location of Gain/(Loss)reclassified fromAccumulated OCIinto Income |                         | Amount of Gain/(Loss)reclassified fromAccumulated OCIinto Income |                                                                      | Location of Gain/(Loss)reclassified inIncome onDerivative |  | Amount of Gain/(Loss)Reclassified fromAccumulated OCIinto Income
|                                                    |  |                                                       |                    |                                                                    |                         |                                                                  |                                                                     
|                                                    |  |                                                       |                   
|                                                    |  |                                                       | (EffectivePortion) |                                                                    | (Effective Portion)     |                                                                  | (Ineffective Portion and amount excluded from effectiveness testing)
|                                                    |  |                                                       |                   
|                                                    |  | September 30, 2009                                    |                    | September 30, 2009                                                 |                         | September 30, 2009                                              
|                                                    |  |                                                       |                    |                                                                    |                         |                                                                  |                                                                     
|                                                    |  |                                                       |                    |                                                                    |                        
|ForeignExchangeContracts                            |  | $                                                     | (4,290)            |                                                                    | Other Income/(expenses) |                                                                  | $                                                                    | (6,507)                                                   |  | Other Income/(expenses)                                          |  | 

Information on the location and amounts of derivative fair values in the Condensed Consolidated
Balance Sheets (in thousands):



|                                                                  |  |                        |  |            |      
|----------------------------------------------------------------- |  | ---------------------- |  | ---------- | -----
|                                                                  |  | September 30, 2009    
|                                                                  |  |                       
|                                                                  |  | Balance Sheet Location |  | Fair Value
|                                                                  |  |                       
|Derivatives designated as hedging instruments under FAS 133       |  |                        |  |            |      
|                                                                  |  |                       
|Foreign Exchange Contracts                                        |  | Current Liabilities    |  | $          | 4,196
|                                                                  |  |                       
|Foreign Exchange Contracts                                        |  | Long term Liabilities  |  |            | 94   
|                                                                  |  |                        |  |            |      
|                                                                  |  |                       
|Total Derivatives designated as hedging instruments under FAS 133 |  |                        |  | $          | 4,290
|                                                                  |  |                        |  |            |      

8. Fair Value Measurements

SFAS No. 157 Fair Value Measurements (ASC Topic 820), establishes a three-tier value hierarchy, which
prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1  Observable inputs that
reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2  Includes other inputs
that are directly or indirectly observable in the marketplace.

Level 3  Unobservable inputs which are supported by
little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. In accordance with SFAS 157 (ASC Topic 820), the Company measures cash equivalents, short term investments and foreign currency derivative contracts at fair value. Cash equivalents
and short term investments are primarily classified within Level 1 or Level 2. This is because the cash equivalents and short term investments are valued primarily using quoted market prices or alternative pricing sources and models utilizing market
observable inputs. The foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets.



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iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



Assets and liabilities measured at fair value are summarized below:



|                                      |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|------------------------------------- |  | ---------------------------------------------------------- | ------ | ---------------------------------------------- | - | -------------------------------------- |  | - | ----- |  | -
|Description                           |  | September 30,2009                                          |        | Fair value measurement at reporting date using
|                                      |  | Quoted Prices inActive
Marketsfor IdenticalAssets(Level 1) |        | SignificantOtherObservableInputs(Level 2)      |   | SignificantUnobservableInputs(Level 3)
|Assets                                |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|Short term investments:               |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|Money market mutual funds             |  | $                                                          | 51,131 |                                                | $ | 51,131                                 |  |   |      |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|Total assets                          |  | $                                                          | 51,131 |                                                | $ | 51,131                                 |  |   |      |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|                                      |  |                                                            |        |                                               
|Liabilities                           |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|Other current liabilities             |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|Foreign currency derivative contracts |  | $                                                          | 4,196  |                                                |   |                                       |  | $ | 4,196 |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|Long term liabilities                 |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|Foreign currency derivative contracts |  |                                                            | 94     |                                                |   |                                       |  |   | 94    |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |       |  |  
|Total liabilities                     |  | $                                                          | 4,290  |                                                |   |                                       |  | $ | 4,290 |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |       |  |  

In February 2008, the FASB issued FASB Staff Position 157-2, Effective Date of
FAS 157 (FSP FAS 157-2) (ASC Topic 820-10-65-1). This FSP FAS 157-2 deferred the effective date of FAS 157 for non-financial assets and liabilities that are not on a recurring basis recognized or disclosed at fair value in the
financial statements, to fiscal years and interim periods beginning after November 15, 2008. The Company has adopted FSP FAS 157-2 (ASC Topic 820-10-65-1) for non-financial assets and liabilities measured at fair value on a non-recurring basis
at January 1, 2009 and will continue to apply its provisions prospectively. In April 2009, the FASB issued FASB Staff Position 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly(FSP FAS 157-4) (ASC Topic 820-10-65-4). FSP FAS 157-4 (ASC Topic 820-10-65-4) amends FASB Statement No. 157, Fair Value Measurements(ASC Topic 820) to provide
additional guidance on estimating fair value when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. The ASC Topic 820-10-65-4 also
provides additional guidance on circumstances that may indicate that a transaction is not orderly. FSP FAS 157-4 (ASC Topic 820-10-65-4) supersedes FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market
for That Asset is Not Active(ASC Topic 820-10-65-2). The application of ASC Topic 820-10-65-1 and ASC Topic 820-10-65-4 did not have a significant impact on earnings or the financial position for the three and nine months ended
September 30, 2009.

9. Employee Benefits

Defined Contribution Plan

The Companys eligible employees in India
participate in the Employees Provident Fund (the Provident Fund), which is a defined contribution plan. The employee and the Company make monthly contributions of a specified percentage of salary to the Provident Fund, which is
administered by the prescribed authority in India. The aggregate contributions along with interest thereon are paid at retirement, death, incapacitation or termination of employment. The Companys contribution to the Provident Fund for the
three months ended September 30, 2009 and 2008 was $0.5 million and $0.5 million, respectively. The Companys contribution for the nine months ended September 30, 2009 and 2008 was $1.4 million and $1.6 million, respectively.

401(k) Plan

Eligible United States employees of the Company participate in an employee retirement savings plan (the Plan) under Section 401(k) of the United States Internal Revenue Code. The Plan allows for employees to defer a portion
of their annual earnings on a pre-tax basis through voluntary contributions to the Plan. The Plan does not provide for any Company matching.



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iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



Defined Benefit Plan

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees in India. The plan provides a lump sum
payment to the vested employees at retirement, death, incapacitation or termination of employment subject to specified period of service, of an amount based on the respective employees salary and the tenure of employment. Liabilities with
regard to the plan are determined by actuarial valuation. The contributions are made to the Company administered trust and managed by a third party fund manager. The following table sets forth the net periodic cost recognized by the Company in
respect of such plan.



|                                      |  |                                 |     |   |                                |   |     |      |  |   |      |   |  |   |     |  
|------------------------------------- |  | ------------------------------- | --- | - | ------------------------------ | - | --- | ---- |  | - | ---- | - |  | - | --- | -
|                                      |  | Three Months EndedSeptember 30, |     |   | Nine Months EndedSeptember 30, |  
|                                      |  | 2009                            |     |   | 2008                           |   |     | 2009 |  |   | 2008 |  
|Net periodic plan cost                |  |                                 |     |   |                                |   |     |      |  |   |      |   |  |   |     |  
|Service cost                          |  | $                               | (11 | ) |                                | $ | 284 |      |  | $ | 577  |   |  | $ | 735 |  
|Interest cost                         |  |                                 | 40  |   |                                |   | 33  |      |  |   | 102  |   |  |   | 99  |  
|Expected return on plan asset         |  |                                 | (35 | ) |                                |   | (23 | )    |  |   | (111 | ) |  |   | (64 | )
|Recognized net actuarial (gain) loss  |  |                                 | (5  | ) |                                |   | 25  |      |  |   | (4   | ) |  |   | (52 | )
|                                      |  |                                 |     |   |                                |   |     |      |  |   |      |   |  |   |     |  
|Net periodic plan cost for the period |  | $                               | (11 | ) |                                | $ | 319 |      |  | $ | 564  |   |  | $ | 718 |  
|                                      |  |                                 |     |   |                                |   |     |      |  |   |      |   |  |   |     |  

10. Share-based compensation

During the three and nine months ended September 30, 2009, the Company granted 820,000 and 826,000 stock options, respectively and
130,000 and 190,750 restricted stock awards, respectively. During the three and nine months ended September 30, 2008, the Company granted 132,613 and 155,269 stock options, respectively, and 72,534 and 581,544 restricted stock awards,
respectively.

The dividends paid on unvested restricted stock awards are charged to compensation cost. For the nine months
ended September 30, 2009, the Company recorded $0.07 million as compensation cost for dividends paid on shares of unvested restricted stock.

Share-based compensation expense recorded in income from operations during the three and nine months ended September 30, 2009 and 2008 (in thousands):



|                                             |  |                                 |       |                                |   |       |  |      |       |  |   |      
|-------------------------------------------- |  | ------------------------------- | ----- | ------------------------------ | - | ----- |  | ---- | ----- |  | - | -----
|                                             |  | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|                                             |  | 2009                            |       | 2008                           |   | 2009  |  | 2008
|Share-based compensation recorded in         |  |                                 |       |                                |   |       |  |      |       |  |   |      
|Cost of revenues                            |  | $                               | 597   |                                | $ | 584   |  | $    | 1,715 |  | $ | 1,559
|Selling, general and administrative expense |  |                                 | 848   |                                |   | 622   |  |      | 2,321 |  |   | 1,884
|                                             |  |                                 |       |                                |   |       |  |      |       |  |   |      
|Total share-based compensation expense       |  | $                               | 1,445 |                                | $ | 1,206 |  | $    | 4,036 |  | $ | 3,443
|                                             |  |                                 |       |                                |   |       |  |      |       |  |   |      

The share-based compensation expense recorded in income from discontinued operations
during the three and nine months ended September 30, 2008 was $93 and $169, respectively.

During the nine months ended
September 30, 2009 and 2008, the Company issued 0.7 million and 0.5 million shares, respectively upon exercise of stock options.

In August 2009, the Indian Government abolished the Fringe Benefit Tax, with retrospective effect from April 1, 2009, on exercise of employee stock options. As a result, the Company carried out
modification accounting to stock options outstanding as of April 1, 2009 and determined the incremental fair value amounting to approximately $ 500, of which approximately $350 was recorded relating to the three and nine month period ended
September 30, 2009.



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##### Table of Contents

iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



11. Other income (expense), net

Components of other income (expense) recorded in operations for the three and nine months ended September 30, 2009 and 2008 (in
thousands):



|                                  |  |                                 |        |   |                                |   |     |      |  |   |        |   |  |   |       |  
|--------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | --- | ---- |  | - | ------ | - |  | - | ----- | -
|                                  |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                  |  | 2009                            |        |   | 2008                           |   |     | 2009 |  |   | 2008   |  
|Investment income                 |  | $                               | 755    |   |                                | $ | 552 |      |  | $ | 2,581  |   |  | $ | 1,706 |  
|Interest expense                  |  |                                 | (18    | ) |                                |   | (24 | )    |  |   | (51    | ) |  |   | (68   | )
|Foreign exchange (loss) gain, net |  |                                 | (1,249 | ) |                                |   | 14  |      |  |   | (5,027 | ) |  |   | 903   |  
|Other                             |  |                                 | 550    |   |                                |   | 426 |      |  |   | 795    |   |  |   | 657   |  
|                                  |  |                                 |        |   |                                |   |     |      |  |   |        |   |  |   |       |  
|Other income (expense), net       |  | $                               | 38     |   |                                | $ | 968 |      |  | $ | (1,702 | ) |  | $ | 3,198 |  
|                                  |  |                                 |        |   |                                |   |     |      |  |   |        |   |  |   |       |  

12. Concentration of revenues

The following is a concentration of iGATE revenues greater than 10% by customer for the periods shown:



|                         |  |                                 |   |  |                                |   |  |      |   |  |      |  
|------------------------ |  | ------------------------------- | - |  | ------------------------------ | - |  | ---- | - |  | ---- | -
|                         |  | Three Months EndedSeptember 30, |   |  | Nine Months EndedSeptember 30, |  
|                         |  | 2009                            |   |  | 2008                           |   |  | 2009 |   |  | 2008 |  
|Royal Bank of Canada     |  | 29                              | % |  | 19                             | % |  | 26   | % |  | 18   | %
|General Electric Company |  | 23                              | % |  | 26                             | % |  | 24   | % |  | 25   | %

13. Credit facility

On May 4, 2009, iGS terminated a loan agreement dated May 21, 2008 between Citibank N.A. and the Company. The loan agreement had
provided for a $6.5 million working capital line of credit.

14. Commitments

Capital commitments

As of
September 30, 2009, the Company has open purchase orders totaling $3.8 million to purchase property and equipment.

Other commitments

The Companys business process delivery centers in India are 100% Export Oriented units or Software Technology Parks
of India units (STPI) under the STPI guidelines issued by the Government of India. These units are exempted from customs, central excise duties, and levies on imported and indigenous capital goods, stores, and spares. The Company has
executed legal undertakings to pay customs duty, central excise duty, levies, and liquidated damages payable, if any, in respect of imported and indigenous capital goods, stores, and spares consumed duty free, in the event that certain terms and
conditions are not fulfilled.

iGS, a subsidiary of the Company, has entered into a service agreement with a customer that
provides the customer the option to take an equity stake in iGS for up to 7% of iGSs outstanding voting shares at fair market value. The customer may purchase iGS shares solely at their discretion and must notify iGS of their intention to
purchase within thirty days of the purchase.



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##### Table of Contents

iGATE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

SEPTEMBER 30, 2009 AND 2008

(Amounts in thousands)



15. Restructuring Charges

During 2007, the Company restructured its operations in the Shared Services segment to improve efficiencies as a result of certain management
and organizational changes. The total estimated restructuring costs was $0.8 million primarily related to severance and related costs. The accrued liability of $0.11 million as of December 31, 2008 was paid during the nine months ended
September 30, 2009.

In 2004, the Company restructured its United Kingdom operations as a result of organizational
changes. The total restructuring costs were $2.8 million (net of recoveries) primarily relating to the early exit costs of a premises lease and the write off of leasehold improvements. Of the $0.16 million accrued liability as of December 31,
2008, the Company paid $0.06 million during the nine months ended September 30, 2009 and the balance of $0.1 million is outstanding as of September 30, 2009.

16. Subsequent Events

The Company has evaluated subsequent events through
the date of filing the financial statements which is October 29, 2009, and no events, have occurred from the balance sheet date through that date that would impact the consolidated financial statements.

On October 21, 2009, the Company filed a Registration Statement on Form S-3 on behalf of Sunil Wadhwani and Ashok Trivedi (the
Selling Shareholders) to permit the Selling Shareholders to sell up to 4,000,000 shares of the Companys common stock from time to time, in the open market or otherwise, in order to diversify their holdings for estate planning
purposes.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Some of the statements in this Form 10-Q contain statements that are not historical facts and that constitute forward-looking
statements within the meaning of such term under the Private Securities Litigation Reform Act of 1995. 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, expects and
similar expressions are intended to identify certain forward-looking statements. These forward-looking 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. While we cannot predict all of the risks and uncertainties, they include, but are not limited to, our ability to predict our
financial performance, the level of market demand for our services, the highly-competitive market for the types of services that we offer, the impact of competitive factors on profit margins, market conditions that could cause our customers to
reduce their spending for our services, our ability to create, acquire and build new businesses and grow our existing businesses, our ability to attract and retain qualified personnel, our ability to reduce costs and conserve cash, currency
fluctuations and market conditions in India and elsewhere around the world, political and military tensions in India and Southern Asia, changes in generally accepted accounting principles and/or their interpretation and other risks that are
described in more detail in our filings with the Securities and Exchange Commission, including our Form 10-K (Form 10-K) for the year ended December 31, 2008.

Unless otherwise indicated or the context otherwise requires, all references in this report to iGATE, the Company,
us, our, or we are to iGATE Corporation, a Pennsylvania corporation, and its consolidated subsidiaries. iGATE Corporation, formerly named iGATE Capital Corporation, through its operating subsidiaries, is a
worldwide provider of Information Technology (IT) and IT enabled operations offshore outsourcing services 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, software development and applications maintenance outsourcing.

Unless otherwise indicated, we refer to captions such as revenues and earnings from continuing operations simply as revenues and
earnings throughout this Management Discussion & Analysis. Similarly, discussion of other matters in our Condensed Consolidated Financial Statements refers to continuing operations unless otherwise indicated.

Website Access to SEC Reports

The Companys website is http://www.igate.com. The Companys Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports are available free of charge on the Investors
page of the Companys website as soon as reasonably practicable after the reports are filed electronically with the Securities and Exchange Commission.

Business Overview

iGATEs service offerings include Information
Technology (IT) and IT enabled operations offshore outsourcing solutions and services to large and medium-sized organizations using an offshore/onsite model.

The use of offshore outsourcing for IT and IT enabled operations offshore outsourcing solutions and services has emerged as a global trend in numerous countries and industries. Our clients recognize that
offshore outsourcing is an effective way to provide high quality and cost-effective services.

Our principal strategy is to
offer offshore-based Integrated Technology and Operations (iTOPS) solutions that integrate IT outsourcing and IT enabled operations offshore outsourcing solutions and services in a seamless offering as well as conventional IT and
business process outsourcing services to our clients in various industries. Some of our current service offerings are non-IT related and include services as diverse as call centers and mortgage and claims processing. We may continue to expand our IT
enabled operations offshore outsourcing service offerings through acquisitions and strategic relationships and internal initiatives.

Our iTOPs offerings include outsourcing solutions focused primarily on insurance, banking, financial services and capital markets industries as well as finance and accounting process outsourcing delivered out of our offshore facilities in
India that targets diverse industries

IT services that we deliver using our offshore centers include software application
development and maintenance, system integration, implementation and support of enterprise applications, package evaluation and implementation, re-engineering, data warehousing, business intelligence, analytics, data management and integration,
software testing and IT infrastructure management services. We believe that we deliver high quality solutions to our clients at a substantial savings by using our global pool of highly talented people.



18



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##### Table of Contents

IT enabled operations offshore outsourcing solutions and services offered include business
process outsourcing, transaction processing services and call center services. The call center services are offered to clients in several industries and are not industry specific. The transaction processing services offered are focused on the
mortgage banking, financial services, insurance and capital market industries, except for the delivery of finance and accounting functions such as accounts payable which can be performed for clients across all industries.

iGATE has offshore development centers (ODCs) located in Bangalore, Hyderabad, Chennai and Noida in India. iGATE has global
development centers (GDCs) located in Canada, Malaysia, Mexico and the U.S. The centers can deliver both near shore (work performed primarily at the client site) and offshore services, dependent upon customer location and expectations.
iGATE operates in India, Canada, the U.S., Europe, Mexico, Singapore, Malaysia, Japan and Australia.

A majority of our
clients have headquarters in North America and operate internationally. iGATE has 6,380 employees as of September 30, 2009.

iGATE markets its service offerings to large and medium-sized organizations. Certain contracts are based upon a fixed price with payment based upon deliverables and/or project milestones reached. Certain contracts are time-and-materials
based where contract payments are based on the number of consultant hours worked on the project. Certain contracts with no stated deliverables have a designated workforce and are based on fixed periodic payments. Some process outsourcing contracts
provide pricing per transaction. Customers 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 contract timelines.

iGATE services customers in a wide range of industries. Our largest customer is Royal Bank of
Canada which accounted for approximately 29% and 26% of revenues for the three and nine months ended September 30, 2009, respectively. For the three and nine months ended September 30, 2008, the corresponding figures are 19% and 18%,
respectively. Our second largest customer, General Electric Company (GE), accounted for approximately 23% and 24% of revenues for the three and nine months ended September 30, 2009, respectively. For the three and nine months ended
September 30, 2008, the corresponding figures are 26% and 25%, respectively. iGATE is a Global Preferred Partner of GE. During the quarter our Global Preferred Partnership was extended through the end of 2012.

Recent Developments

On
October 21, 2009, the Company filed a Registration Statement on Form S-3 on behalf of Sunil Wadhwani and Ashok Trivedi (the Selling Shareholders) to permit the Selling Shareholders to sell up to 4,000,000 shares of the
Companys common stock from time to time, in the open market or otherwise, in order to diversify their holdings for estate planning purposes.

Reportable Financial Segments

The Companys reportable segments through September 30, 2008 were
iGATE Solutions (iGS), iGATE Professional Services (iPS) and iGATE Shared Services (iSS). The iGS segments service offerings included IT and IT enabled operations offshore outsourcing solutions and services
to large and medium-sized organizations. The iPS segments offerings included a variety of client-managed and supervised IT staffing service offerings. This segments services are offered principally in the United States of America. The
iSS segments offerings included the operations of the clinical research business (i.e. iGATE Clinical Research International Inc. and iGATE Clinical Research International Private Limited collectively iCRI) and the corporate shared
service division of the Company.

On July 31, 2008, the Company sold its clinical research business. Additionally,
pursuant to enterprise reorganization, the Company assigned the resources, including employees, relating to the corporate shared service division in the iSS segment to the iGS segment of its business. Also, as more fully explained in Note 2 of the
Condensed Consolidated Financial Statements, effective September 30, 2008, the Company spun off the iPS segment of its business into a newly formed company known as Mastech Holdings, Inc (Mastech).

As a consequence of the above mentioned events, currently the business of the Company is comprised solely of what was formerly known as the
iGS segment, which is conducted through our wholly owned subsidiary, iGATE Global Solutions Limited.

Critical Accounting Policies

Our critical accounting polices are described in the summary of significant accounting policies as discussed in Note 1 of our
Form 10-K.



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##### Table of Contents

Recently Issued Accounting Pronouncements

In August 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
No. 2009-05, Measuring Liabilities at Fair Value (ASU 2009-05). The amendments in this ASU apply to all entities that measure liabilities at fair value and provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, an entity is required to measure fair value using one or more techniques laid out in this ASU. The guidance provided in this ASU is effective for the first reporting
period (including reporting periods) beginning after issuance. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In September 2009, the FASB issued ASU No. 2009-13 Revenue recognition - Multiple deliverable revenue arrangements. The ASU
provides amendments to the criteria in Revenue recognition  multiple element arrangements for separating consideration in multiple element arrangements. The amendments in this ASU establish a selling price hierarchy for determining
the selling price of a deliverable. Further, the term fair valuein the revenue guidance will be replaced with selling priceto clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a
market place participant. The amendments in this ASU will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company is
evaluating this ASU.

Results of Operations from Operations for the Three Months Ended September 30, 2009 as Compared to the Three
Months Ended September 30, 2008:

Revenues for the three months ended September 30, 2009 were $49.1 million, a
decrease of $6.4 million, or 11.5%, as compared to $55.4 million for the three months ended September 30, 2008. Our revenue decrease for the periods presented is directly attributable to a combination of reduced customer demand, pricing
pressure, volatility in currency markets, and customer insolvencies in late 2008. Our top 10 customers accounted for 80% and 73% of the revenue for the three months ended September 30, 2009 and September 30, 2008, respectively.

Gross margin as a percentage of sales (gross margin percentage) was 41.1% for the three months ended September 30, 2009,
as compared to 38.4% for the three months ended September 30, 2008. The increase in gross margin percentage was primarily on account of increase in utilization rate and strengthening of the US Dollar against other currencies.

Selling, general and administrative expenses (S,G&A) include all costs that are not directly associated with
revenue-generating activities. S, G&A expenses include employee costs, corporate costs and facilities costs. Employee costs include selling, marketing and administrative salaries and related employee benefits, travel, recruiting and training
costs. Corporate costs include costs such as legal, accounting and outside consulting fees. Facilities costs primarily include rent and communications costs.

S,G&A costs for the three months ended September 30, 2009 were $9.2 million or 18.8% of revenues, as compared to $11.7 million or 21% of revenues for the three months ended September 30,
2008. Our net employee cost decreased by $1.6 million for the three months ended September 30, 2009, as compared to three months ended September 30, 2008, mainly due to a decrease in variable pay, reduction of support headcount from 537 to
491, and reductions in recruitment, travel and related costs. Our net corporate cost decreased by $1 million for the three months ended September 30, 2009 due to a decrease in provision for doubtful debts, marketing and legal costs. Our net
facilities costs increased by $0.2 million for the three months ended September 30, 2009, mainly due to increase in rent and other expenses, offset by the decrease in non capital equipment expenses. The decrease in S, G&A cost includes
favorable impact of the strengthening of the US Dollar against the Indian Rupee amounting to $0.6 million.

Depreciation and
amortization costs for the three months ended September 30, 2009 were $1.8 million or 3.7% of revenues, as compared to $2.2 million or 3.9% of revenues for the three months ended September 30, 2008.

Operating income was 18.6% of revenue for the three months ended September 30, 2009 and 13.4% of revenue for the three months ended
September 30, 2008. This increase was due primarily to a decrease in S, G&A costs and increased gross margin.



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Other Income Components

Other income, net for the three months ended September 30, 2009, totaled $ 0.04 million, compared to $1.0 million for the three months ended September 30, 2008.

During the three months ended September 30, 2009, our net investment income totaled $0.8 million as compared to $0.6 million for the
three months ended September 30, 2008. The increase was due to an increase in cash and short term investments from $61.4 million in September 30, 2008 to $84.5 million in September 30, 2009. The increase in cash and short term
investments was mainly due to the cash flow from operating activity which offset the payment of our first dividend and investment in new properties. For the three months ended September 30, 2009, we recognized $1.2 million of foreign currency
loss in our income statement as compared to a gain of $0.01 million for the three months ended September 30, 2008. These are primarily due to loss on settlement of foreign currency derivative contracts amounting to $1.7 million, offset by $0.5
million gain on account of remeasurement of foreign currency monetary items. As of September 30, 2009, all the outstanding forward contracts met the qualifying criteria to apply hedge accounting. In 2008 there was a gain of $0.4 million on the
termination of a land contract.

In September 2009, we received $0.4 million of cash from an escrow account related to the
prior sale of a business. The cash received was recognized as a gain on venture investments and affiliated companies.

Income Taxes

Federal income taxes, calculated at the U.S. statutory rate, totaled $3.1 million and $2.9 million for the three months ended
September 30, 2009 and 2008, respectively. State income taxes, which totaled $0.001 million and $0.13 million for the three months ended September 30, 2009 and 2008, respectively, were calculated using a blended statutory rate, and are net
of federal income tax benefit. Our income tax provision was $0.28 million at an effective rate of 3.0% for the three months ended September 30, 2009. Our income tax provision was a benefit of $0.04 million at an effective rate of 0.5% for the
three months ended September 30, 2008.

Several items caused variations from our statutory tax provision. iGS is eligible
to claim a tax holiday on the majority of its operating income through March 31, 2011. Taxable income for determining the income tax provision of iGS includes non operating income, such as interest income and capital gains income and operating
income of one of its units for which the tax holiday has expired. The tax holiday and foreign taxes have resulted in a benefit of $2.6 million and $3.1 million for the three months ended September 30, 2009 and 2008, respectively.

Other variations typically arise because certain expenses or benefits recorded in our financial statements are either limited or disallowed
when calculating our income tax provision. Certain expenses such as meals and entertainment and executive compensation are limited for income tax purposes. Losses in the current year will offset future taxable income. The impact of the limited or
disallowed items and benefit of losses discussed above was $(0.28) million and $(0.001) million for the three months ended September 30, 2009 and 2008, respectively.

Results of Operations from Operations for the Nine Months Ended September 30, 2009 as Compared to the Nine Months Ended September 30, 2008:

Revenues for the nine months ended September 30, 2009 were $140.7 million, a decrease of $26.6 million, or 15.9%, as compared to $167.3
million for the nine months ended September 30, 2008. Our revenue decrease for the period presented is directly attributable to a combination of reduced customer demand, pricing pressure, volatility in currency markets, and customer
insolvencies in late 2008. Our top 10 customers accounted for 80% and 70% of the revenue for the nine months ended September 30, 2009 and September 30, 2008, respectively.

Gross margin as a percentage of sales (gross margin percentage) was 38.5% for the nine months ended September 30, 2009, as
compared to 36.7% for the nine months ended September 30, 2008. The increase in gross margin percentage was primarily on account of increase in utilization rate and strengthening of the US Dollar against other currencies.

S,G&A costs for the nine months ended September 30, 2009 were $26.6 million or 18.9% of revenues, as compared to $33.9 million or
20.3% of revenues for the nine months ended September 30, 2008. Our net employee cost decreased by $6.1 million for the nine months ended September 30, 2009, as compared to nine months ended September 30, 2008, mainly due to decrease
in variable pay, reduction of support headcount from 528 to 491, and a decrease in recruitment, travel and related costs. Our net corporate cost was lower by $1.5 million for the nine months ended September 30, 2009 due to decrease in
marketing, legal, professional and administrative charges. Our net facilities costs increased by $0.3 million for the nine months ended September 30, 2009. The decrease in S,G&A cost includes favorable impact of strengthening of US Dollar
against other currencies amounting to $3.3 million.



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Depreciation and amortization costs for the nine months ended September 30, 2009 were
$5.6 million or 4.0% of revenues, as compared to $7.5 million or 4.5% of revenues for the nine months ended September 30, 2008. The decrease in depreciation and amortization cost includes favorable impact of strengthening of US Dollar against
other currencies amounting to $0.9 million.

Operating income was 15.6% of revenue for the nine months ended
September 30, 2009 and 12.0% of revenue for the nine months ended September 30, 2008. This increase was due primarily to the decrease in S,G&A costs and increased gross margin.

Other (Expense) Income Components

Other (expense) income, net for the nine months ended September 30, 2009, totaled $(1.7) million, compared to $3.2 million for the nine months ended September 30, 2008.

During the nine months ended September 30, 2009, our net investment income totaled $2.6 million as compared to $1.7 million for the
nine months ended September 30, 2008. The increase was due to an increase in cash and short term investments from $61.4 million in September 30, 2008 to $84.5 million in September 30, 2009. The increase in cash and short term
investments was mainly due to the cash flow from operating activity which offsets the payment of dividend and investment in new properties. For the nine months ended September 30, 2009, we recognized a $5.0 million of foreign currency loss in
our income statement as compared to a gain of $0.9 million for the nine months ended September 30, 2008. These are primarily due to loss on settlement of foreign currency derivative contracts amounting to $6.5 million, offset by $1.5 million
gain on account of remeasurement of foreign currency monetary items. As of September 30, 2009 all the outstanding forward contracts met the qualifying criteria to apply hedge accounting. In 2008 there was a gain of $0.4 million on the
termination of a land contract.

In September 2009, we received $0.4 million of cash from an escrow account related to the
prior sale of a business. The cash received was recognized as a gain on venture investments and affiliated companies.

Income Taxes

Federal income taxes, calculated at the U.S. statutory rate, totaled $6.9 million and $8.0 million for the nine months ended
September 30, 2009 and 2008, respectively. State income taxes, which totaled $0.04 million and $0.12 million for the nine months ended September 30, 2009 and 2008, respectively, were calculated using a blended statutory rate, and are net
of federal income tax benefits. We had an income tax provision of $0.25 million at an effective rate of 1.2% for the nine months ended September 30, 2009. Our income tax provision was $0.54 million at an effective rate of 2.4% for the nine
months ended September 30, 2008.

Several items caused variations from our statutory tax provision. iGS is eligible to
claim a tax holiday on the majority of its operating income through March 31, 2011. Taxable income for determining the income tax provision of iGS includes non operating income, such as interest income and capital gains income and operating
income of one of its units for which the tax holiday has expired. The tax holiday and foreign taxes have resulted in a benefit of $6.8 million and $7.7 million for the nine months ended September 30, 2009 and 2008, respectively.

Other variations typically arise because certain expenses or benefits recorded in our financial statements are either limited or disallowed
when calculating our income tax provision. Certain expenses such as meals and entertainment and executive compensation are limited for income tax purposes. Losses in the current year will offset future taxable income. The impact of the limited or
disallowed items and benefit of losses discussed above was $0.15 million and $0.15 million for the nine months ended September 30, 2009 and 2008, respectively.

Liquidity and Capital Resources

Cash from Operations

Cash provided by operations was $31.8 million for the nine months ended September 30, 2009. Factors contributing to our cash provided by
operations were net income of $19.9 million for the period and a decrease in accounts receivable and unbilled receivables of $6.6 million, increase in deferred revenue of $0.6 million and a decrease of prepaid and other assets of $0.6 million,
offset by a decrease of accounts payable by $0.2 million and a decrease of accrued and other liabilities of $0.5 million. During the period, significant non-cash items totaled $6.8 million and included depreciation and amortization costs of $5.6
million, stock based compensation expense of $4.0 million, provision for doubtful debts of $0.3 million, offset by deferred income taxes of $3.1 million.

Cash provided by continuing operations was $32.2 million for the nine months ended September 30, 2008. Factors contributing to our cash provided by operations were net income of $24.1 million; a
decrease of prepaid and other assets of $3.9 million and an increase of accrued and other current liabilities of $15.4 million offset by an increase in accounts receivable and unbilled receivables of $14.7 million, decrease of accounts payable of
$0.8 million and restructuring reserve of $0.6 million. Significant non-cash items during the nine months ended September 30, 2008 totaled $9.6 million and included depreciation and amortization costs of $7.5 million, stock based compensation
expense of $3.4 million, unrealized loss on derivative instrument of $0.7 million, deferred rent of $0.5 million, offset by deferred income taxes of $2.9 million.



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Investing Activities

Cash used in investing activities for the nine months ended September 30, 2009 was $27.8 million, as compared to cash used in investing
activities of $44.8 million for the nine months ended September 30, 2008.

Our capital expenditures were $9.0 million and
$10.1 million for the nine months ended September 30, 2009 and 2008, respectively and the payment towards purchase of iGS stock was $28.1 million for the nine months ended September 30, 2008.

We have increased our investment portfolios and other investments by $18.6 million and $10.4 million for the nine months ended
September 30, 2009 and 2008, respectively.

Financing Activities

Cash used by financing activities for the nine months ended September 30, 2009 was $4.5 million, as compared to $2.6 million of cash
provided for the nine months ended September 30, 2008. Sources of cash related to stock option exercises including excess tax benefits were $1.5 million. Dividends paid amounted to $6.0 million.

Payments on secured financing for automobiles in India were $0.1 million and $0.2 million for the nine months ending September 30, 2009
and 2008, respectively.

During the first quarter of the fiscal year, our Board of Directors approved the initiation of an
annual cash dividend. Our Board of Directors authorized an annual cash dividend of $0.11 per share, which was paid on March 16, 2009 to stockholders of record at the close of business on February 28, 2009. The total amount of dividends
paid was $6.0 million.

The Companys cash and cash equivalents as of September 30, 2009 was $29.6 million. The
Company believes that cash generated from operations and its current cash reserves are adequate to meet the Companys reasonably foreseeable operating liquidity requirements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet
arrangements.



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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market Risk Factors

Market risk factors associated with our business are
discussed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2008. There have been no material changes from the market risk factors previously disclosed in the Companys Form 10-K.

Effect of Hypothetical Currency Rate Fluctuations

Our primary net foreign currency exposure is the Rupee. The fair value of foreign exchange contracts is subject to changes in foreign currency exchange rates.

As of September 30, 2009, the potential gain or loss in the fair value of iGS outstanding foreign currency contracts assuming
hypothetical 10%, 5%, 2% and 1% fluctuations in currency rates would be approximately:



|                       |  |                                                |        |      |                                  |        |  |                                                |        |   |  |   |        |   |  |    |        |   |    |   |        |     |  |   |        |   |  |   |        |   |  |   |        |  
|---------------------- |  | ---------------------------------------------- | ------ | ---- | -------------------------------- | ------ |  | ---------------------------------------------- | ------ | - |  | - | ------ | - |  | -- | ------ | - | -- | - | ------ | --- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                       |  | Valuation given X% decreaseIn Rupee /
USD rate |        |      | Fair Valueas ofSeptember 30,2009 |        |  | Valuation given X% increasein Rupee /
USD rate |       
|                       |  | (10%)                                          |        | (5%) |                                  | (2%)   |  |                                                | (1%)   |   |  |   | 1%     |   |  | 2% |        |   | 5% |   |        | 10% | 
|Rupee to U.S. Rate     |  |                                                | 43.295 |      |                                  | 45.700 |  |                                                | 47.143 |   |  |   | 47.624 |   |  |    | 48.105 |   |    |   | 48.586 |     |  |   | 49.067 |   |  |   | 50.510 |   |  |   | 52.916 |  
|Derivative Instruments |  | $                                              | 4.6    |      | $                                | 0      |  | $                                              | (2.7   | ) |  | $ | (3.6   | ) |  | $  | (4.3   | ) |    | $ | (5.4   | )   |  | $ | (6.3   | ) |  | $ | (9.1   | ) |  | $ | (13.6  | )

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 and Outlook

The United States, which accounts for a significant portion of our revenues, and other countries around the world have been experiencing deteriorating economic conditions. There has been an erosion of
global consumer confidence amidst concerns over declining asset values, deflation, energy costs, geopolitical issues, the availability and cost of credit, rising unemployment, and the stability and solvency of financial institutions, financial
markets, businesses, rising protectionism and backlash against outsourcing. A prolonged period of economic decline could have a material adverse effect on our results of operations. Economic uncertainty also makes it difficult for us to make
accurate forecasts of revenue, gross margin and expenses.

According to Gartner Inc., an IT research and advisory company, the
unprecedented decline of the global economy is impacting the IT Services industry with worldwide IT spending forecast to total $781 billion in 2009, a 3.5 % decline from 2008 revenue of nearly $810 billion.

Our revenue and gross margin depend significantly on general economic conditions and the demand for our services in the markets in which we
compete. Economic weakness and delays or reductions in IT spending have resulted, and may result in the future, in decreased revenue, gross margin, earnings and growth rates.

The impact of deteriorating economic conditions on our customers could adversely affect our business. Customer financial difficulties have
resulted, and could result in the future, in increases in bad debt write-offs and additions to reserves in our receivables portfolio. In particular, our exposure to certain industries currently experiencing severe financial difficulties, and certain
financially troubled customers could have an adverse affect on our results of operations.

We believe that our business model
is somewhat diversified, both geographically and operationallywe serve both IT and IT enabled solutions, and have recently opened centers in both Mexico and Australia. In addition, our strategic alliance with CAC Corporation provides us a
platform to deliver services in Japan to both existing and new clients. We believe our strategy of a global delivery model positions us well to provide a greater breadth of services in catering to market needs and opportunities, even with
substantial uncertainty in the current economic outlook.



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##### Table of Contents

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SECs rules
and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the
participation of Company management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to the Securities Exchange
Act of 1934 (Exchange Act) Rules 13a-15(b) and 15d-15(b). Based upon, and as of the date of this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures
were effective. The results of managements assessment were reviewed with the Companys Audit Committee.

The
certification required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.01 and 31.02, respectively, to this quarterly report on Form 10-Q.

Managements Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes maintaining records
that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis

The Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Companys internal control over financial reporting as of September 30, 2009. In making its assessment of internal control over financial
reporting, management used the criteria described in theInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based upon this assessment, management has concluded and hereby reports that the Companys internal control over financial reporting
was effective as of September 30, 2009. There were no changes in our internal control over financial reporting during the nine months ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Risk
factors associated with our business are discussed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2008. There have been no material changes from the risk factors previously disclosed in the Companys
Form 10-K.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

On
August 27, 2009, the Company appointed Joseph J. Murin as a Class B Director to a one (1) year term expiring in 2010.



|ITEM 6. | EXHIBITS
|------- | --------



|(a) | Exhibits
|--- | --------



|     |  |                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Registration Rights Agreement between the Company and the Selling Shareholders (Sunil Wadhwani and Ashok Trivedi), dated as of October 21, 2009.                         
|     | 
|31.1 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer is filed herewith.                                                
|     | 
|31.2 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer is filed herewith.                                                
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer is filed
herewith. 
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer is filed
herewith.



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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, on this 29th day of October 2009.



|                 |  |                                                     
|---------------- |  | ----------------------------------------------------
|                 |  | iGATE CORPORATION                                   
|                 | 
|October 29, 2009 |  | /S/    PHANEESH
MURTHY                              
|                 |  | Phaneesh Murthy Chief Executive Officer and Director
|                 | 
|                 |  | /S/    SUJIT
SIRCAR                                 
|                 |  | Sujit Sircar                                        
|                 |  | Chief Financial Officer                             



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EXHIBIT INDEX



|     |  |                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Registration Rights Agreement between the Company and the Selling Shareholders (Sunil Wadhwani and Ashok Trivedi), dated as of October 21, 2009.                        
|     | 
|31.1 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer is filed herewith.                                               
|     | 
|31.2 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer is filed herewith.                                               
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer is filed herewith.
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer is filed herewith.



28