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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 March 31, 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 March 31, 2009 was 54,197,205.









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iGATE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2009

TABLE OF CONTENTS



|                              |  |                                                                                                     |  |     
|----------------------------- |  | --------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                     |  | Page
|PART I. FINANCIAL INFORMATION |  | 3                                                                                                  
|                              |  |                                                                                                    
|Item 1.                       |  | Financial Statements:                                                                               |  |     
|                              |  |                                                                                                    
|                              |  | Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2009 and 2008     |  | 3   
|                              |  |                                                                                                    
|                              |  | Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008                   |  | 4   
|                              |  |                                                                                                    
|                              |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 |  | 5   
|                              |  |                                                                                                    
|                              |  | Notes to 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 6.                       |  | Exhibits                                                                                            |  | 26  
|                              |  |                                                                                                    
|                              |  | SIGNATURES                                                                                          |  | 27  



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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 EndedMarch 31, |       
|                                                              |  | 2009                        |        |   | 2008 |  
|Revenues                                                      |  | $                           | 44,809 |   |      | $ | 55,639 |  
|Cost of revenues (exclusive of depreciation and amortization) |  |                             | 28,719 |   |      |   | 35,275 |  
|                                                              |  |                             |        |   |      |   |        |  
|Gross margin                                                  |  |                             | 16,090 |   |      |   | 20,364 |  
|Selling, general and administrative                           |  |                             | 8,586  |   |      |   | 11,941 |  
|Depreciation and amortization                                 |  |                             | 1,903  |   |      |   | 2,916  |  
|                                                              |  |                             |        |   |      |   |        |  
|Income from operations                                        |  |                             | 5,601  |   |      |   | 5,507  |  
|Other (expenses) income, net                                  |  |                             | (753   | ) |      |   | 1,310  |  
|Minority interest                                             |  |                             |       |   |      |   | (293   | )
|Equity in income of affiliated companies                      |  |                             |       |   |      |   | 2      |  
|                                                              |  |                             |        |   |      |   |        |  
|Income from continuing operations before income taxes         |  |                             | 4,848  |   |      |   | 6,526  |  
|Income tax (benefit) expense                                  |  |                             | (153   | ) |      |   | 100    |  
|                                                              |  |                             |        |   |      |   |        |  
|Income from continuing operations                             |  |                             | 5,001  |   |      |   | 6,426  |  
|Income from discontinued operations, net of taxes             |  |                             |       |   |      |   | 982    |  
|                                                              |  |                             |        |   |      |   |        |  
|Net income                                                    |  | $                           | 5,001  |   |      | $ | 7,408  |  
|                                                              |  |                             |        |   |      |   |        |  
|Distributed earnings per share:                               |  |                             |        |   |      |   |        |  
|Common stock                                                  |  | $                           | 0.09   |   |      | $ |       |  
|Unvested restricted stock                                     |  |                             | 0.09   |   |      |   |       |  
|Basic earnings per share from continuing operations           |  |                             |        |   |      |   |        |  
|Common stock                                                  |  | $                           | 0.09   |   |      | $ | 0.12   |  
|Unvested restricted stock                                     |  |                             | 0.09   |   |      |   | 0.02   |  
|Basic earnings per share from discontinuing operations        |  |                             |        |   |      |   |        |  
|Common stock                                                  |  | $                           |       |   |      | $ | 0.02   |  
|Unvested restricted stock                                     |  |                             |       |   |      |   | 0.02   |  
|Diluted earnings per share from continuing operations         |  | $                           | 0.09   |   |      | $ | 0.12   |  
|                                                              |  |                             |        |   |      |   |        |  
|Diluted earnings per share from discontinuing operations      |  | $                           |       |   |      | $ | 0.01   |  
|                                                              |  |                             |        |   |      |   |        |  

See accompanying notes.



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iGATE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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



|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                                                              |  | March 31,2009(Unaudited) |         |   | December 31,2008 |  
|ASSETS                                                                                                                                                                                                                                        |  |                          |         |   |                  |   |         |  
|Current assets:                                                                                                                                                                                                                               |  |                          |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                     |  | $                        | 16,129  |   |                  | $ | 30,878  |  
|Short-term investments                                                                                                                                                                                                                        |  |                          | 46,488  |   |                  |   | 34,601  |  
|Accounts receivable, net                                                                                                                                                                                                                      |  |                          | 25,528  |   |                  |   | 33,778  |  
|Unbilled revenues                                                                                                                                                                                                                             |  |                          | 10,743  |   |                  |   | 6,787   |  
|Prepaid expenses and other current assets                                                                                                                                                                                                     |  |                          | 3,692   |   |                  |   | 4,184   |  
|Prepaid income taxes                                                                                                                                                                                                                          |  |                          | 3,381   |   |                  |   | 3,300   |  
|Deferred tax assets                                                                                                                                                                                                                           |  |                          | 27      |   |                  |   | 32      |  
|Receivable from Mastech Holdings Inc.                                                                                                                                                                                                         |  |                          | 144     |   |                  |   | 742     |  
|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                          |  |                          | 106,132 |   |                  |   | 114,302 |  
|Deposits and other assets                                                                                                                                                                                                                     |  |                          | 4,090   |   |                  |   | 3,986   |  
|Property and equipment, net                                                                                                                                                                                                                   |  |                          | 33,793  |   |                  |   | 34,490  |  
|Deferred tax assets                                                                                                                                                                                                                           |  |                          | 5,657   |   |                  |   | 5,016   |  
|Intangible assets, net                                                                                                                                                                                                                        |  |                          | 2,512   |   |                  |   | 2,920   |  
|Goodwill                                                                                                                                                                                                                                      |  |                          | 28,041  |   |                  |   | 29,179  |  
|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|Total assets                                                                                                                                                                                                                                  |  | $                        | 180,225 |   |                  | $ | 189,893 |  
|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                          |  |                          |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                                                                          |  |                          |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                                                                                              |  | $                        | 1,224   |   |                  | $ | 1,785   |  
|Accrued payroll and related costs                                                                                                                                                                                                             |  |                          | 10,934  |   |                  |   | 13,146  |  
|Accrued expenses                                                                                                                                                                                                                              |  |                          | 11,685  |   |                  |   | 12,024  |  
|Deferred income taxes                                                                                                                                                                                                                         |  |                          | 480     |   |                  |   | 471     |  
|Foreign exchange derivative contracts                                                                                                                                                                                                         |  |                          | 7,850   |   |                  |   | 7,468   |  
|Other current liabilities                                                                                                                                                                                                                     |  |                          | 3,315   |   |                  |   | 3,874   |  
|Restructuring reserve                                                                                                                                                                                                                         |  |                          | 174     |   |                  |   | 271     |  
|Deferred revenue                                                                                                                                                                                                                              |  |                          | 784     |   |                  |   | 766     |  
|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                     |  |                          | 36,446  |   |                  |   | 39,805  |  
|Other long-term liabilities                                                                                                                                                                                                                   |  |                          | 819     |   |                  |   | 882     |  
|Foreign exchange derivative contracts, long term                                                                                                                                                                                              |  |                          | 3,028   |   |                  |   | 3,134   |  
|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                                                                             |  |                          | 40,293  |   |                  |   | 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 55,187,307 and 55,157,029 shares issued as of March 31, 2009 and December 31, 2008, respectively
and 54,197,205 and 54,166,927 shares outstanding as of March 31, 2009 and December 31, 2008, respectively |  |                          | 552     |   |                  |   | 551     |  
|Common shares held in treasury, at cost, 990,102 shares                                                                                                                                                                                       |  |                          | (14,714 | ) |                  |   | (14,714 | )
|Additional paid-in capital                                                                                                                                                                                                                    |  |                          | 174,560 |   |                  |   | 173,198 |  
|Retained earnings                                                                                                                                                                                                                             |  |                          | 14,654  |   |                  |   | 15,613  |  
|Accumulated other comprehensive loss                                                                                                                                                                                                          |  |                          | (35,120 | ) |                  |   | (28,576 | )
|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|Total shareholders equity                                                                                                                                                                                                                    |  |                          | 139,932 |   |                  |   | 146,072 |  
|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                                                                                                                                    |  | $                        | 180,225 |   |                  | $ | 189,893 |  
|                                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  

See accompanying notes.



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iGATE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)



|                                                                                 |  |                             |         |   |      |   |         |  
|-------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                 |  | Three Months endedMarch 31, |        
|                                                                                 |  | 2009                        |         |   | 2008 |  
|Cash Flows From Operating Activities:                                            |  |                             |         |   |      |   |         |  
|Net income                                                                       |  | $                           | 5,001   |   |      | $ | 7,408   |  
|Less: Income from discontinued operations, net of taxes                          |  |                             |        |   |      |   | 982     |  
|Adjustments to reconcile net income to cash provided by continuing operations:   |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                                    |  |                             | 1,903   |   |      |   | 2,916   |  
|Stock based compensation                                                         |  |                             | 1,308   |   |      |   | 1,189   |  
|Realized gain on investments                                                     |  |                             | (517    | ) |      |   | (137    | )
|Provision for doubtful debts                                                     |  |                             | 202     |   |      |   | 390     |  
|Deferred income taxes                                                            |  |                             | (795    | ) |      |   | (1,435  | )
|Equity in income of affiliated companies                                         |  |                             |        |   |      |   | (2      | )
|Gain on sale of fixed assets                                                     |  |                             | (2      | ) |      |   | (114    | )
|Minority interest                                                                |  |                             |        |   |      |   | 293     |  
|Deferred rent                                                                    |  |                             | 7       |   |      |   | 434     |  
|Working capital items:                                                           |  |                             |         |   |      |   |         |  
|Accounts receivables and unbilled receivables                                    |  |                             | 3,457   |   |      |   | (6,588  | )
|Prepaid and other assets                                                         |  |                             | 972     |   |      |   | 3,489   |  
|Accounts payable                                                                 |  |                             | (389    | ) |      |   | (558    | )
|Accrued and other liabilities                                                    |  |                             | (2,447  | ) |      |   | 1,354   |  
|Deferred revenue                                                                 |  |                             | 46      |   |      |   | 1,072   |  
|Restructuring reserve                                                            |  |                             | (97     | ) |      |   | (294    | )
|                                                                                 |  |                             |         |   |      |   |         |  
|Net cash flows provided by operating activitiescontinuing operations            |  |                             | 8,649   |   |      |   | 8,435   |  
|Net cash flows used in operating activitiesdiscontinued operations              |  |                             |        |   |      |   | (1,116  | )
|                                                                                 |  |                             |         |   |      |   |         |  
|Cash Flows From Investing Activities:                                            |  |                             |         |   |      |   |         |  
|Additions to property and equipment                                              |  |                             | (2,381  | ) |      |   | (2,176  | )
|Purchases of investments                                                         |  |                             | (21,521 | ) |      |   | (18,082 | )
|Sale of investments                                                              |  |                             | 7,931   |   |      |   | 8,261   |  
|Payments for lease deposits                                                      |  |                             | (262    | ) |      |   | (319    | )
|Purchase of iGS stock and stock option settlement                                |  |                             | (38     | ) |      |   | (24,138 | )
|Proceeds from sale of joint venture                                              |  |                             |        |   |      |   | 905     |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Net cash flows used in investing activitiescontinuing operations                |  |                             | (16,271 | ) |      |   | (35,549 | )
|Net cash flows used in investing activitiesdiscontinued operations              |  |                             |        |   |      |   | (152    | )
|                                                                                 |  |                             |         |   |      |   |         |  
|Cash Flows From Financing Activities:                                            |  |                             |         |   |      |   |         |  
|Payments on capital leases                                                       |  |                             | (42     | ) |      |   | (63     | )
|Dividends paid                                                                   |  |                             | (5,960  | ) |      |   |        |  
|Net proceeds from exercise of stock options                                      |  |                             | 55      |   |      |   | 441     |  
|Tax benefits related to stock option exercises                                   |  |                             | 3       |   |      |   | 9       |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Net cash flows (used in ) provided by financing activitiescontinuing operations |  |                             | (5,944  | ) |      |   | 387     |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Effect of currency translation                                                   |  |                             | (1,183  | ) |      |   | 37      |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Net change in cash and cash equivalents                                          |  |                             | (14,749 | ) |      |   | (27,958 | )
|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          |  |                             |        |   |      |   | 5,010   |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                         |  | $                           | 16,129  |   |      | $ | 16,716  |  
|                                                                                 |  |                             |         |   |      |   |         |  

See accompanying notes.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 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 the 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 months ended March 31, 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.

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 include 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, 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



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



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 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 months ended March 31, 2008 amounting to $0.8 million, is reported within the income from continuing operations. Related receivable by iGS from Mastech amounting to $0.2 million as of December 31, 2008 is
reported on the condensed consolidated balance sheets. The financial information for the discontinued operations is shown below:



|                                                |  |                                  |       
|----------------------------------------------- |  | -------------------------------- | ------
|                                                |  | Three Months EndedMarch 31, 2008
|Revenues                                        |  | $                                | 25,948
|Income from discontinued operations before tax  |  |                                  | 1,037 
|Income tax expense                              |  |                                  | 55    
|                                                |  |                                  |       
|Income from discontinued operations, net of tax |  | $                                | 982   
|                                                |  |                                  |       

3. Goodwill and Intangible Assets

The changes in the carrying value of goodwill for the three months ended March 31, 2009 (in thousands):



|                                    |  |        |        |  
|----------------------------------- |  | ------ | ------ | -
|                                    |  | Amount |       
|Goodwill as of December 31, 2008    |  | $      | 29,179 |  
|Foreign currency translation effect |  |        | (1,138 | )
|                                    |  |        |        |  
|Goodwill as of March 31, 2009       |  | $      | 28,041 |  
|                                    |  |        |        |  

Intangible assets as at March 31, 2009 comprised of customer relationships of $8,624 less
accumulated amortization of $6,112.

Amortization expenses related to identifiable intangible assets was $0.3 million and $0.4 million for
the three months period ended March 31, 2009 and 2008, respectively. Future estimated annual amortization is as follows (in thousands):



|     |  |   |      
|---- |  | - | -----
|2009 |  | $ | 577  
|2010 |  |   | 700  
|2011 |  |   | 700  
|2012 |  |   | 535  
|     |  |   |      
|     |  | $ | 2,512
|     |  |   |      



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 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 EndedMarch 31, |     
|                                           |  | 2009                        |      |   | 2008 |  
|Current provision:                         |  |                             |      |   |      |   |        |  
|Federal                                    |  | $                           |     |   |      | $ | 33     |  
|State                                      |  |                             | 18   |   |      |   | 10     |  
|Foreign                                    |  |                             | 446  |   |      |   | 1,272  |  
|                                           |  |                             |      |   |      |   |        |  
|Total current provision                    |  |                             | 464  |   |      |   | 1,315  |  
|                                           |  |                             |      |   |      |   |        |  
|Deferred benefit:                          |  |                             |      |   |      |   |        |  
|Federal                                    |  |                             | (12  | ) |      |   | (98    | )
|State                                      |  |                             | (2   | ) |      |   | (15    | )
|Foreign                                    |  |                             | (603 | ) |      |   | (1,102 | )
|                                           |  |                             |      |   |      |   |        |  
|Total deferred benefit                     |  |                             | (617 | ) |      |   | (1,215 | )
|                                           |  |                             |      |   |      |   |        |  
|Total (benefit) provision for income taxes |  | $                           | (153 | ) |      | $ | 100    |  
|                                           |  |                             |      |   |      |   |        |  

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



|                                                          |  |                                 |        |   |                                 |       |    |  |   |        |   |  |       |  
|--------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------- | ----- | -- |  | - | ------ | - |  | ----- | -
|                                                          |  | Three MonthsEndedMarch 31, 2009 |        |   | Three MonthsEndedMarch 31, 2008 |      
|Income taxes computed at the federal statutory rate       |  | $                               | 1,648  |   |                                 | 34.0  | %  |  | $ | 2,284  |   |  | 35.0  | %
|State income taxes, net of federal tax benefit            |  |                                 | 11     |   |                                 | 0.2   |    |  |   | (4     | ) |  | (0.1  | )
|Untaxed foreign income, subject to tax holiday            |  |                                 | (2,238 | ) |                                 | (46.2 | )  |  |   | (2,095 | ) |  | (32.1 | )
|Foreign taxes (benefit) at other than U.S. statutory rate |  |                                 | 186    |   |                                 | 3.8   |    |  |   | (316   | ) |  | (4.8  | )
|Minority interest                                         |  |                                 |       |   |                                 |      |    |  |   | 50     |   |  | 0.8   |  
|Amortization of acquired intangibles                      |  |                                 |       |   |                                 |      |    |  |   | 74     |   |  | 1.1   |  
|Tax benefit on losses                                     |  |                                 | 247    |   |                                 | 5.1   |    |  |   | 298    |   |  | 4.5   |  
|Othernet                                                 |  |                                 | (7     | ) |                                 | (0.2  | )  |  |   | (191   | ) |  | (2.9  | )
|                                                          |  |                                 |        |   |                                 |       |    |  |   |        |   |  |       |  
|                                                          |  | $                               | (153   | ) |                                 | (3.2  | )% |  | $ | 100    |   |  | 1.5   | %
|                                                          |  |                                 |        |   |                                 |       |    |  |   |        |   |  |       |  

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.



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##### Table of Contents

iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



5. Earnings Per Share

The Company computes earnings per share in accordance with SFAS No. 128,Earnings per shareand FASB Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities. 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 is presented below (dollars
in thousands, except share and per share data):



|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|--------------------------------------------------- |  | --------------------------- | ----- | ---- | - | ------ |  | - | - |  | - | ------
|                                                    |  | Three Months EndedMarch 31,
|                                                    |  | 2009                        |       | 2008
|Net income from continuing operations               |  |                             |       |      | $ | 5,001  |  |   |   |  | $ | 6,426 
|Net income from discontinued operations             |  |                             |       |      |   |       |  |   |   |  |   | 982   
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|Net income from operations                          |  |                             |       |      | $ | 5,001  |  |   |   |  | $ | 7,408 
|Less: Dividends paid on                             |  |                             |       |      |   |        |  |   |   |  |   |       
|Common stock                                        |  | $                           | 4,945 |      |   |        |  | $ |  |  |   |       
|Unvested restricted stock                           |  |                             | 56    |      |   | 5,001  |  |   |  |  |   |      
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|Undistributed Income                                |  |                             |       |      | $ |       |  |   |   |  | $ | 7,408 
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|Basic & diluted allocation of undistributed income: |  |                             |       |      |   |        |  |   |   |  |   |       
|Common stock                                        |  |                             |       |      | $ |       |  |   |   |  | $ | 7,351 
|Unvested restricted stock                           |  |                             |       |      |   |       |  |   |   |  |   | 57    
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|                                                    |  |                             |       |      | $ |       |  |   |   |  | $ | 7,408 
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|Weighted average shares outstanding:                |  |                             |       |      |   |        |  |   |   |  |   |       
|Common stock                                        |  |                             |       |      |   | 54,184 |  |   |   |  |   | 53,676
|Unvested restricted stock                           |  |                             |       |      |   | 655    |  |   |   |  |   | 417   
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|                                                    |  |                             |       |      |   | 54,839 |  |   |   |  |   | 54,093
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|Weighted average common stock outstanding           |  |                             |       |      |   | 54,184 |  |   |   |  |   | 53,676
|Dilutive effect of stock options outstanding        |  |                             |       |      |   | 955    |  |   |   |  |   | 1,251 
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       
|Dilutive weighted average shares outstanding        |  |                             |       |      |   | 55,139 |  |   |   |  |   | 54,927
|                                                    |  |                             |       |      |   |        |  |   |   |  |   |       

Distributed earnings per share have been restricted to the amount of net income for the quarter
ended March 31, 2009.



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##### Table of Contents

iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



6. Comprehensive (Loss) Income

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



|                                                 |  |                            |        |   |      |   |        |  
|------------------------------------------------ |  | -------------------------- | ------ | - | ---- | - | ------ | -
|                                                 |  | Three MonthsEndedMarch 31, |       
|                                                 |  | 2009                       |        |   | 2008 |  
|Net income                                       |  | $                          | 5,001  |   |      | $ | 7,408  |  
|Unrealized gain on investments                   |  |                            | (566   | ) |      |   | 87     |  
|Unrecognized actuarial gain on pension liability |  |                            | 6      |   |      |   |       |  
|Change in fair value of cash flow hedges         |  |                            | (181   | ) |      |   | (2,056 | )
|Foreign currency translation                     |  |                            | (5,803 | ) |      |   | (1,948 | )
|                                                 |  |                            |        |   |      |   |        |  
|Comprehensive (loss) income                      |  | $                          | (1,543 | ) |      | $ | 3,491  |  
|                                                 |  |                            |        |   |      |   |        |  

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 (loss) income 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 and expense.

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 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. 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 documents all relationships between hedging instruments and hedge items 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 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.



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##### Table of Contents

iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



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

OUTSTANDING HEDGE TRANSACTIONS ON MARCH 31, 2009 (in thousands)



|                              |  |                      |  |                                 |  |        |        |                                            |   |         |  
|----------------------------- |  | -------------------- |  | ------------------------------- |  | ------ | ------ | ------------------------------------------ | - | ------- | -
|                              |  | Maturity Date Ranges |  | Strike PriceAt Rupee RateRanges |  | Amount |        | Net UnrealizedGains (Losses)March 31, 2009 |  
|FORWARD CONTRACTS USD         |  |                      |  |                                 |  |        |        |                                            |   |         |  
|From:                         |  | 28-Apr-09            |  | 41.17                           |  |        |        |                                            |   |         |  
|To:                           |  | 30-Apr-10            |  | 51.07                           |  |        |        |                                            |   |         |  
|Subtotal                      |  |                      |  |                                 |  | $      | 3,750  |                                            | $ | (592    | )
|CURRENCY OPTION CONTRACTS USD |  |                      |  |                                 |  |        |        |                                            |   |         |  
|From:                         |  | 25-Apr-09            |  | 39.76                           |  |        |        |                                            |   |         |  
|To:                           |  | 30-Jun-11            |  | 52.36                           |  |        |        |                                            |   |         |  
|Subtotal                      |  |                      |  |                                 |  |        | 82,650 |                                            |   | (10,856 | )
|FORWARD CONTRACTS CAD         |  |                      |  |                                 |  |        |        |                                            |   |         |  
|From:                         |  | 30-Apr-09            |  | 40.11                           |  |        |        |                                            |   |         |  
|To:                           |  | 31-Jul-09            |  | 45.00                           |  |        |        |                                            |   |         |  
|Subtotal                      |  |                      |  |                                 |  | $      | 4,794  |                                            |   | 9       |  
|                              |  |                      |  |                                 |  |        |        |                                            |   |         |  
|                              |  |                      |  |                                 |  |        |        |                                            | $ | (11,439 | )
|                              |  |                      |  |                                 |  |        |        |                                            |   |         |  

The forward contracts as of March 31, 2009 will all mature by April 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 $0.59 million and $0.29 million for the quarter ended March 31, 2009 and 2008, respectively.

The option contracts as of March 31, 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 $10.9 million and $0.29 million for the quarter ended March 31, 2009 and
2008, respectively.

The effect of Derivative Instruments on the Condensed Consolidated Statements of Income for the quarter ended March 31, 2009
(in thousands):



|                                                      |  |                                                    |         |   |                                                                   |                         |                                                                 |                                                                      |        |                                                          |  |                                                                  |  |  
|----------------------------------------------------- |  | -------------------------------------------------- | ------- | - | ----------------------------------------------------------------- | ----------------------- | --------------------------------------------------------------- | -------------------------------------------------------------------- | ------ | -------------------------------------------------------- |  | ---------------------------------------------------------------- |  | -
|Derivatives in FAS 133 Cash FlowHedging Relationships |  | Amount ofGain/(Loss)recognized in OCIon Derivative |         |   | Location ofGain/(Loss)reclassified fromAccumulated OCIinto
Income |                         | Amount ofGain/(Loss)reclassified fromAccumulated
OCIinto Income |                                                                      |        | Location ofGain/(Loss)reclassified inIncome
onDerivative |  | Amount of Gain/(Loss)Reclassified fromAccumulatedOCI into Income
|                                                      |  | (Effective Portion)                                |         |   | (Effective Portion)                                               |                         |                                                                 | (Ineffective Portion and amount excluded from effectiveness testing)
|                                                      |  |                                                    |        
|                                                      |  | March 31, 2009                                     |         |   | March 31, 2009                                                    |                         |                                                                 | March 31, 2009                                                      
|Foreign Exchange Contracts                            |  | $                                                  | (11,439 | ) |                                                                   | Other Income/(expenses) |                                                                 | $                                                                    | (2,113 | )                                                        |  | Other Income/(expenses)                                          |  | 



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##### Table of Contents

iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



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



|                                                                  |  |                        |  |            |       
|----------------------------------------------------------------- |  | ---------------------- |  | ---------- | ------
|                                                                  |  | March 31, 2009        
|                                                                  |  | Balance Sheet Location |  | Fair Value
|Derivatives designated as hedging instruments under FAS 133       |  |                        |  |            |       
|Foreign Exchange Contracts                                        |  | Current Liabilities    |  | $          | 7,850 
|Foreign Exchange Contracts                                        |  | Long term Liabilities  |  |            | 3,028 
|                                                                  |  |                        |  |            |       
|Total Derivatives designated as hedging instruments under FAS 133 |  |                        |  | $          | 10,878
|                                                                  |  |                        |  |            |       

8. Fair Value Measurements

SFAS No. 157 Fair Value Measurements 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, the Company measures cash equivalents, marketable securities and foreign currency derivative contracts at fair value. Cash equivalents and marketable securities are primarily classified within Level 1 or Level 2.
This is because the cash equivalents and marketable securities 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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##### Table of Contents

iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



Assets and liabilities measured at fair value are summarized below:



|                                      |  |                                                            |        |                                                |   |                                        |  |   |        |  |  
|------------------------------------- |  | ---------------------------------------------------------- | ------ | ---------------------------------------------- | - | -------------------------------------- |  | - | ------ |  | -
|Description                           |  | March 31,2009                                              |        | 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             |  | $                                                          | 34,266 |                                                | $ | 34,266                                 |  |   |       |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |        |  |  
|Total assets                          |  | $                                                          | 34,266 |                                                | $ | 34,266                                 |  |   |       |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |        |  |  
|Liabilities                           |  |                                                            |        |                                                |   |                                        |  |   |        |  |  
|Other current liabilities             |  |                                                            |        |                                                |   |                                        |  |   |        |  |  
|Foreign currency derivative contracts |  | $                                                          | 7,850  |                                                |   |                                       |  | $ | 7,850  |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |        |  |  
|Long term liabilities                 |  |                                                            |        |                                                |   |                                        |  |   |        |  |  
|Foreign currency derivative contracts |  |                                                            | 3,028  |                                                |   |                                       |  |   | 3,028  |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |        |  |  
|Total liabilities                     |  | $                                                          | 10,878 |                                                |   |                                       |  | $ | 10,878 |  | 
|                                      |  |                                                            |        |                                                |   |                                        |  |   |        |  |  

In February 2008, the FASB issued FASB Staff Position 157-2, Effective Date of FAS 157 (FSP
FAS 175-2). 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 FAS 157 for non-financial assets and liabilities measured at fair value on a non-recurring basis at 1 January 2009 and will continue to apply its provisions prospectively.
The application of FAS 157 for non-financial assets and liabilities did not have a significant impact on earnings nor the financial position in the first quarter of 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 March 31, 2009 and 2008 was $0.5 million and $0.5 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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##### Table of Contents

iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 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 EndedMarch 31, |    
|                                      |  | 2009                        |     |   | 2008 |  
|Net periodic plan cost                |  |                             |     |   |      |   |     |  
|Service cost                          |  | $                           | 175 |   |      | $ | 55  |  
|Interest cost                         |  |                             | 22  |   |      |   | 26  |  
|Expected return on plan asset         |  |                             | (23 | ) |      |   | (16 | )
|Recognized net actuarial gain         |  |                             | (1  | ) |      |   | (40 | )
|                                      |  |                             |     |   |      |   |     |  
|Net periodic plan cost for the period |  | $                           | 173 |   |      | $ | 25  |  
|                                      |  |                             |     |   |      |   |     |  

10. Share-based compensation

During the three months ended March 31, 2009 and 2008, the Company granted 6,000 and 22,656 options, respectively. During the three months ended
March 31, 2009 and 2008, the Company granted 60,750 and 100,000 stock awards, respectively.

The dividends paid on unvested restricted
stock awards are charged to compensation cost. For the three months ended March 31, 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 months ended March 31, 2009 and 2008 (in thousands):



|                                            |  |                            |       |      |   |      
|------------------------------------------- |  | -------------------------- | ----- | ---- | - | -----
|                                            |  | Three MonthsEndedMarch 31,
|                                            |  | 2009                       |       | 2008
|Share-based compensation recorded in        |  |                            |       |      |   |      
|Cost of revenues                            |  | $                          | 606   |      | $ | 469  
|Selling, general and administrative expense |  |                            | 775   |      |   | 720  
|                                            |  |                            |       |      |   |      
|Total share-based compensation expense      |  | $                          | 1,381 |      | $ | 1,189
|                                            |  |                            |       |      |   |      

The share-based compensation expense recorded in income from discontinued operations during the
three months ended March 31, 2008 was $(13).

During the three months ended March 31, 2009 and 2008, the Company issued
0.03 million and 0.07 million shares, respectively upon exercise of stock options.



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##### Table of Contents

iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



11. Other (expenses) income, net

Components of other (expenses) income recorded in operations for the three months ended March 31, 2009 and 2008 (in thousands):



|                                  |  |                             |        |   |      |   |       |  
|--------------------------------- |  | --------------------------- | ------ | - | ---- | - | ----- | -
|                                  |  | Three Months EndedMarch 31, |       
|                                  |  | 2009                        |        |   | 2008 |  
|Investment income                 |  | $                           | 911    |   |      | $ | 583   |  
|Interest expense                  |  |                             | (17    | ) |      |   | (21   | )
|Foreign exchange (loss) gain, net |  |                             | (1,777 | ) |      |   | 644   |  
|Other                             |  |                             | 130    |   |      |   | 104   |  
|                                  |  |                             |        |   |      |   |       |  
|Other (expenses) income, net      |  | $                           | (753   | ) |      | $ | 1,310 |  
|                                  |  |                             |        |   |      |   |       |  

12. Concentration of revenues

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



|                         |  |                             |   |  |      |  
|------------------------ |  | --------------------------- | - |  | ---- | -
|                         |  | Three Months EndedMarch 31, |  
|                         |  | 2009                        |   |  | 2008 |  
|General Electric Company |  | 24                          | % |  | 24   | %
|Royal Bank of Canada     |  | 23                          | % |  | 17   | %

13. Credit facility

On May 21, 2008, iGS entered into a loan agreement with Citibank N.A. that provided for a $6.5 million working capital line of credit. The loan is secured by way of a charge on all present and future receivables,
investments, rights to or on moveable properties and moveable current assets. As at March 31, 2009, iGS did not have any amount outstanding under the line of credit and the agreement has not been renewed.

14. Commitments

Capital commitments

As of March 31, 2009, the Company has open purchase orders totaling $4.8 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 custom 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.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



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.

15. Subsequent Events

On April 20, 2009, the Company has entered into a definitive agreement with CAC Corporation forming a strategic business alliance to deliver Information Technology and Integrated Technology and Operations
(iTOPS) services to CACs Japanese clients for their international operations. Under the framework of this alliance, CAC has the right at its discretion to acquire up to 2.5% of the issued and outstanding voting shares of iGATE by purchasing
iGATE shares in the secondary market. CAC may additionally purchase the common stock of iGATE in an amount representing up to, but not exceeding 10% of the issued and outstanding voting shares then in effect after two years from the execution date
of the definitive agreement, with the consent of iGATE.

16. Recently Issued Accounting Pronouncements

In May 2008, the FASB issued SFAS No.162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162).
SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles. SFAS
No. 162 becomes effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The Company does not expect that the adoption of this statement will have a material impact on its consolidated financial statements.

In April 2009, the FASB issued Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 amends FASB Statement No.157, Fair Value Measurements to provide additional guidance on estimating fair value when the volume and level of activity for an asset
or liability significantly decreased in relation to market activity for the asset or liability. The FSP also provides additional guidance on circumstances that may indicate that a transaction is not orderly. SFAS No. 157-4 becomes effective for
interim and annual periods ending after June 15, 2009 with early application permitted for period ending after March 15, 2009. The Company expects to adopt the standard effective with the June 30, 2009 quarter and it is currently
evaluating the potential impact, if any, on its consolidated results of operations and financial condition.

In April 2009, the FASB issued
Staff Position No. FAS 107-1, Interim Disclosures About Fair Value of Financial Instruments (FSP 107-1). FSP 107-1 amends FASB Statement No.107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim period of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financials information at interim reporting periods. SFAS No. 107-1 becomes effective for interim and annual periods ending after June 15, 2009 with early application permitted for period ending after
March 15, 2009. The Company expects to adopt the standard effective with the June 30, 2009 quarter and it is currently evaluating the potential impact, if any, on its consolidated results of operations and financial condition.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

MARCH
31, 2009 AND 2008

(Amounts in thousands)



In April 2009, the FASB issued Staff Position No. FAS 115-2, Recognition and
Presentation of Other-Than-Temporary Impairments (FSP 115-2). FSP 115-2 provides new guidance on the recognition of an Other-Than-Temporary-Impairments (OTTI) and provides some new disclosure requirements. SFAS
No. 115-2 becomes effective for interim and annual periods ending after June 15, 2009 with early application permitted for period ending after March 15, 2009. The Company expects to adopt the standard effective with the June 30,
2009 quarter and it is currently evaluating the potential impact, if any, on its consolidated results of operations and financial condition.

17. 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. Of the $0.11 million accrued liability as of
December 31, 2008, the Company paid $0.08 million during the three months ended March 31, 2009 and the balance of $0.03 million is outstanding as of March 31, 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 $0.02 million during the three
months ended March 31, 2009 and the balance of $0.14 million is outstanding as of March 31, 2009.



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|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s 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



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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.

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 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 6,492 employees as of March 31, 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 General Electric Company (GE) which
accounted for approximately 24% and 24% of revenues for the three months ended March 31, 2009 and 2008, respectively. iGATE is a Global Preferred Partner of GE. Our Global Preferred Partnership status extends through the end of 2009. Our second
largest customer, Royal Bank of Canada, accounted for approximately 23% and 17% of revenues for the three months ended March 31, 2009 and 2008, respectively.

Reportable Financial Segments

The Companys reportable segments through June 30, 2008 were iGATE Solutions
(iGS), iGATE Professional Services (iPS) and iGATE Shared Services (iSS). The iGS segments service offerings include 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 services are offered principally in the United States of America. The iSS



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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 an 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.

Recently Issued Accounting Pronouncements

The following paragraphs discuss recently issued accounting pronouncements.

In May 2008, the FASB issued SFAS No.162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162). SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles. SFAS No. 162 becomes effective 60 days following the
SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not expect that the
adoption of this statement will have a material impact on its consolidated financial statements.

In April 2009, the FASB issued Staff
Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4).
FSP 157-4 amends FASB Statement No.157, Fair Value Measurements to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability significantly decreased in relation to market activity for
the asset or liability. The FSP also provides additional guidance on circumstances that may indicate that a transaction is not orderly. SFAS No. 157-4 becomes effective for interim and annual periods ending after June 15, 2009 with early
application permitted for period ending after March 15, 2009. The Company expects to adopt the standard effective with the June 30, 2009 quarter and it is currently evaluating the potential impact, if any, on its consolidated results of
operations and financial condition.

In April 2009, the FASB issued Staff Position No. FAS 107-1, Interim Disclosures About Fair
Value of Financial Instruments (FSP 107-1). FSP 107-1 amends FASB Statement No.107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim
period of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financials information at interim reporting periods.
SFAS No. 107-1 becomes effective for interim and annual periods ending after June 15, 2009 with early application permitted for period ending after March 15, 2009. The Company expects to adopt the standard effective with the
June 30, 2009 quarter and it is currently evaluating the potential impact, if any, on its consolidated results of operations and financial condition.

In April 2009, the FASB issued Staff Position No. FAS 115-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP 115-2). FSP 115-2 provides new guidance on
the recognition of an



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Other-Than-Temporary-Impairments (OTTI) and provides some new disclosure requirements. SFAS No. 115-2 becomes effective for interim and annual periods
ending after June 15, 2009 with early application permitted for period ending after March 15, 2009. The Company expects to adopt the standard effective with the June 30, 2009 quarter and it is currently evaluating the potential
impact, if any, on its consolidated results of operations and financial condition.

Results of Operations from Operations for the Three Months Ended
March 31, 2009 as Compared to the Three Months Ended March 31, 2008:

Revenues for the three months ended March 31, 2009
were $44.8 million, a decrease of $10.8 million, or 19.5%, as compared to $55.6 million for the three months ended March 31, 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. The top 10 customers accounted for 79% and 75% of the revenue for the three months ended March 31, 2009 and March 31, 2008, respectively.

The gross margin as a percentage of sales (gross margin percentage) was 35.9% for the three months ended March 31, 2009, as compared to
36.6% for the three months ended March 31, 2008. The decrease in gross margin percentage was primarily on account of reduction in revenue, decreased utilization and reductions in average bill rates, which could not offset the favorable movement
of exchange movement.

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 March 31, 2009 were $8.6 million or 19.2% of revenues, as compared to $11.9 million or 21.5% of revenues for the three months ended March 31, 2008. Our net employee
cost decreased by approximately $2.5 million for the three months ended March 31, 2009, as compared to three months ended March 31, 2008, mainly due to decrease in variable pay, reduction of support headcount from 510 to 487, recruitment,
travel and related costs. Our net corporate cost was lower by approximately $0.6 million for the three months ended March 31, 2009 due to decrease in provision for doubtful debts, marketing, legal, accounting and administrative charges. Our net
facilities costs decreased by $0.3 million for the three months ended March 31, 2009, mainly due to reduction in rental and communication related expenses.

Depreciation and amortization costs for the three months ended March 31, 2009 were $1.9 million or 4.3% of revenues, as compared to $2.9 million or 5.2% of revenues for the three months ended March 31, 2008.

Operating income was 12.5% of revenue for the three months ended March 31, 2009 and 9.9% of revenue for the three months ended
March 31, 2008. This increase was due primarily to the decrease in S,G&A costs.

Other (Expense) Income Components

Other (expenses) income, net for the three months ended March 31, 2009, totaled $(0.8) million, compared to $1.3 million for the three months ended
March 31, 2008.

During the three months ended March 31, 2009, our net investment income totaled $0.9 million as compared to $0.6
million for the three months ended March 31, 2008. The increase was due to an increase in cash and cash equivalents from $51.5 million in March 31, 2008 to $62.6 million in March 31, 2009 and a consequential increase in investable
funds. The increase in cash was mainly due to the cash flow from operating activity which offsets the payment of dividend and investment in new properties. For the three months ended March 31, 2009, we recognized a $1.8 million of foreign
currency loss in our income statement as compared to a gain of $0.6



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million for the three months ended March 31, 2008. These are primarily due to movements of foreign currency rates. As of March 31, 2009 all the
outstanding forward contracts met the qualifying criteria to apply hedge accounting.

Income Taxes

Federal income taxes, calculated at the U.S. statutory rate, totaled $1.6 million for the three months ended March 31, 2009. State income taxes,
which totaled $0.01 million for the three months ended March 31, 2009, were calculated using a blended statutory rate, and are net of federal income tax benefit. Our income tax provision was a benefit of $0.15 million at an effective rate of
3.2% for the three months ended March 31, 2009.

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, 2010. 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 tax holiday has expired. The tax holiday and foreign taxes have resulted in a benefit of $2.1 million for the three months ended March 31, 2009.

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 result in a set off of future taxable income. The impact of the
limited or disallowed items and benefit of losses discussed above was $0.24 million.

Federal income taxes, calculated at the U.S.
statutory rate, totaled $2.3 million for the three months ended March 31, 2008. State income taxes which totaled $0.01 million for the three months ended March 31, 2008, were calculated using a blended statutory rate, and are net of
federal income tax benefit. Our income tax provision was $0.1 million at an effective rate of 1.5% for the three months ended March 31, 2008.

Several items caused variations from our statutory income tax provision. iGS is eligible to claim a tax holiday on the majority of its operating income through March 31, 2010. 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 tax holiday has expired. The tax holiday and foreign taxes have resulted in a benefit of $2.4 million for the
three months ended March 31, 2008.

Other variations typically arise because certain expenses or benefits recorded to our financial
statements are either limited or disallowed when calculating our income tax provision. Also, certain expenses such as meals and entertainment and executive compensation are limited for income tax purposes. Other expenses such as minority interest
expense are not deductible at all. Losses in the current year will result in a set off of future taxable income. The impact of the limited or disallowed items and benefit of losses discussed above was $0.23 million.

Liquidity and Capital Resources

Cash from Operations

Cash provided by operations was $8.6 million for the three months ended March 31, 2009. Factors contributing to our cash provided
by operations were income from operations of $5.0 million for the period and a decrease in accounts receivable and unbilled receivables of $3.5 million offset by a decrease of accrued and other liabilities of $2.4 million. During the period,
significant non cash items totaled $2.6 million and included depreciation and amortization costs of $1.9 million and stock based compensation expense of $1.3 million, provision for doubtful debts of $0.2 million, and is offset by deferred income
taxes of $ 0.8 million.

Cash provided by continuing operations was $8.4 million for the three months ended March 31, 2008. Factors
contributing to our cash provided by operations were income from operations of $6.4 million; a decrease



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of prepaid and other current assets of $3.5 million and a decrease of deferred revenue of $1.1 million offset by an increase in accounts receivable of $6.6
million. Significant non-cash items during the three months ended March 31, 2008 totaled $3.8 million and included depreciation and amortization costs of $2.9 million and stock based compensation expense of $1.2 million, provision for doubtful
debts of $0.4 million, minority interest of $0.3 million, deferred rent of $0.4 million and is offset by deferred income taxes of $1.4 million.

Investing Activities

Cash used in investing activities for the three months ended March 31, 2009 was $16.3 million, as
compared to cash used in investing activities of $35.5 million for the three months ended March 31, 2008.

Our capital expenditures
were $2.4 million and $2.2 million for the three months ended March 31, 2009 and 2008, respectively.

We have increased our investment
portfolios and other investments by $13.6 million and $9.8 million for the three month periods ended March 31, 2009 and 2008, respectively.

Financing Activities

Cash used by financing activities for the three months ended March 31, 2009 was $5.9 million, as
compared to $0.4 million of cash provided for the three months ended March 31, 2008. Sources of cash related to stock option exercises including excess tax benefits were $0.1 million. Dividends paid amounted to $6.0 million.

Payments on secured financing for automobiles in India were $0.1 million and $0.1 million for the three months ending March 31, 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.

On May 21, 2008, our operating subsidiary, iGATE Global Solutions, entered into a loan agreement with Citibank N.A. that provided for
a $6.5 million working capital line of credit. The loan is secured by way of a charge on all present and future receivables, investments, rights to or on moveable properties and moveable current assets. iGS does not have any amount outstanding under
the line of credit and the agreement was not renewed.

The Companys cash and short-term investments balance as of March 31, 2009
was $62.6 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 March 31, 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 ofMarch 31,2009 |   |        | Valuation given X% increasein Rupee / USD rate | 
|                       |  | (10%)                                          |        |   | (5%)                         |   |        | (2%)                                           |  |   | (1%)   |   |  |   | 1%     |   |  | 2% |       |   | 5% |   |        | 10% | 
|Rupee to U.S. Rate     |  |                                                | 45.648 |   |                              |   | 48.184 |                                                |  |   | 49.706 |   |  |   | 50.213 |   |  |    | 50.72 |   |    |   | 51.227 |     |  |   | 51.734 |   |  |   | 53.256 |   |  |   | 55.792 |  
|Derivative Instruments |  | $                                              | (2.7   | ) |                              | $ | (7.9   | )                                              |  | $ | (11.0  | ) |  | $ | (12.0  | ) |  | $  | (11.4 | ) |    | $ | (14.1  | )   |  | $ | (15.2  | ) |  | $ | (18.3  | ) |  | $ | (23.5  | )

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 back lash 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, the unprecedented decline of the global economy is impacting the IT Services industry
with worldwide IT spending forecast to total $ 796 billion in 2009, a 1.7 % 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 opened centers in both Mexico and Australia. 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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|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 March 31, 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 March 31, 2009. There were no changes in our internal control over financial reporting
during the quarter ended March 31, 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 6. | EXHIBITS
|------- | --------



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



|     |  |                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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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##### Table of Contents

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 30th day of April 2009.



|               |  |  |  |                                                     
|-------------- |  |  |  | ----------------------------------------------------
|               |  |  |  | iGATE CORPORATION                                   
|               |  | 
|April 30, 2009 |  |  |  | /S/    PHANEESH MURTHY                              
|               |  |  |  | Phaneesh Murthy Chief Executive Officer and Director
|               |  |  |  |                                                     
|               |  | 
|               |  |  |  | /S/    SUJIT
SIRCAR                                 
|               |  |  |  | Sujit Sircar Chief Financial Officer                



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##### Table of Contents

EXHIBIT INDEX



|     |  |                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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