IGate (IGTE) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.1

Pro Forma Consolidated Financial Information

Introduction

On September 30, 2008, iGATE Corporation (“iGATE” or the “Company”) entered into a Separation and Distribution Agreement and a Tax Sharing Agreement in connection with iGATE’s spin-off (the “Spin-Off”) of Mastech Holdings, Inc. (“Mastech”), its wholly-owned subsidiary. As a result of the Spin-Off, iGATE shareholders of record as of September 16, 2008 received one share of Mastech common stock, par value $0.01 per share, for every fifteen shares of iGATE common stock held as of September 16, 2008 and cash for any fractional shares of Mastech common stock. iGATE distributed approximately 3.6 million shares of Mastech in the distribution. The Spin-Off was made without the payment of any consideration or the exchange of any shares by iGATE shareholders. As a result of the Spin-Off, Mastech is no longer owned by iGATE and is now an independent public company.

Pro Forma Information

The unaudited pro forma consolidated statements of earnings for the six months ended June 30, 2008 and the years ended December 31, 2007, 2006 and 2005 treat the Spin-Off of Mastech, and other transactions described below, as if the distribution and related transactions occurred on January 1, 2005. The unaudited pro forma consolidated balance sheet as of June 30, 2008 gives effect to the Spin-Off of Mastech as if the distribution and related transactions occurred on June 30, 2008. The unaudited pro forma consolidated financial statements are subject to the assumptions and adjustments set forth in the accompanying notes. Management believes that the assumptions used and the adjustments made are reasonable under the circumstances and given the information available.

In accordance with SEC Regulation S-X, the unaudited pro forma statement of earnings for the six months ended June 30, 2008 disclose income from continuing operations and therefore exclude loss from discontinued operations of $0.1 million.

The amounts presented under the column “Historical iGATE” in the accompanying unaudited pro forma statements of earnings for the years ended December 31, 2007, 2006 and 2005 reflect the historical consolidated amounts as reported by the Company in its respective Form 10-K filings with the Securities and Exchange Commission.

The amount presented under the column “Historical iGATE” in the accompanying unaudited pro forma consolidated balance sheet as of June 30, 2008 reflects the historical consolidated amounts as reported by the Company in its Quarterly report on Form 10 Q filed with the Securities and Exchange Commission on August 1, 2008.

The amount presented under the column “Spin off of Mastech” represents the historical amounts of Mastech, previously consolidated by the Company.

On November 16, 2005, the Company sold Mastech Quantum Limited (“Canada”), its wholly owned Canadian subsidiary for approximately $9.3 million in cash. The Company recognized a gain on sale of Canada amounting to $5.5 million. Canada’s operations were included as part of the iGATE Professional Services (“iPS”) segment in 2005. On December 24, 2007, the Company sold its wholly owned affiliate, jobcurry Systems Private Ltd., (“jobcurry”) for total net cash proceeds of $1.0 million. The Company recognized a gain on the sale of jobcurry amounting to $0.1 million. jobcurry was reported as part of the iPS segment in fiscal years 2005, 2006 and 2007. On July 31, 2008, the Company completed the divesture and sale of iGATE Clinical Research International Inc and iGATE Clinical Research International Private Limited (collectively, “iCRI”) for cash consideration of $3.6 million. This sale resulted in a gain of approximately $1.8 million. iCRI was reported as part of iGATE Shared Services Segment in fiscal years 2005, 2006 and 2007. The accompanying unaudited pro forma statement of earnings for the years ended December 31, 2007, 2006 and 2005 reflect the Canada, jobcurry and iCRI sales/divesture under a separate column “Other than Mastech” as if the transactions occurred on January 1, 2005.

These unaudited pro forma consolidated financial statements are presented for illustrative purpose only and are not necessarily indicative of the operating results or the financial position that would have been achieved had the sales/divestures discussed above been consummated as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma consolidated financial statements and accompanying notes should be read together with the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2007, Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

iGATE CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

(Dollars in thousands, except per share data)

Six Months Ended June 30, 2008

(Unaudited)

	Historical iGATE			Spin off of Mastech			Adjustments			Pro Forma iGATE
Revenues	$	159,844		$	49,348		$	1,384	(a)	$	111,880
Cost of revenues (exclusive of depreciation and amortization)		109,943			39,650			1,384	(a)		71,677
Gross margin		49,901			9,698			—			40,203
Selling, general and administrative		28,819			7,105			—			21,714
Depreciation and amortization		6,057			161			—			5,896
Income from operations		15,025			2,432			—			12,593
Interest income		1,181			29			—			1,152
Interest expense		(50	)		—			—			(50	)
Other income (expense), net		1,125			(2	)		—			1,127
Minority interest		(371	)		—			—			(371	)
(Loss) equity in income of affiliated companies		(25	)		(27	)		—			2
Income from continuing operations before income taxes		16,885			2,432			—			14,453
Income tax expense		942			362			—			580
Income from continuing operations	$	15,943		$	2,070		$	—		$	13,873
Earnings per share - Basic	$	0.30								$	0.26
Earnings per share - Diluted	$	0.29								$	0.25
Weighted average common shares, basic		53,717									53,717
Weighted average common shares, diluted		55,254									55,254

iGATE CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

(Dollars in thousands, except per share data)

Year Ended December 31, 2007

(Unaudited)

	Historical iGATE			Spin off of Mastech		Other than Mastech			Adjustments			Pro Forma iGATE
Revenues	$	307,258		$	104,171	$	4,269		$	2,916	(a)	$	201,734
Cost of revenues (exclusive of depreciation and amortization)		218,249			82,146		2,320			2,839	(a)		136,622
Gross margin		89,009			22,025		1,949			77	(a)		65,112
Selling, general and administrative		60,421			15,231		2,796			77	(a)		42,471
Depreciation and amortization		11,021			320		262			—			10,439
Restructuring charges		769			—		—			—			769
Goodwill impairment		1,950			—		—			—			1,950
Income from operations		14,848			6,474		(1,109	)		—			9,483
Interest income		4,030			83		24			—			3,923
Interest expense		(91	)		—		(2	)		—			(89	)
Other income, net		2,099			—		129			—			1,970
Minority interest		(2,992	)		—		—			—			(2,992	)
Equity in income of affiliated companies		29			—		—			—			29
Gain on sale of stock of subsidiary		136			—		—			—			136
Loss on venture investments and affiliated companies, net		(193	)		—		—			—			(193	)
Income before income taxes		17,866			6,557		(958	)		—			12,267
Income tax expense		2,281			701		(187	)		—			1,767
Net income from continuing operations	$	15,585		$	5,856	$	(771	)	$	—		$	10,500
Earnings per share - Basic	$	0.29										$	0.20
Earnings per share - Diluted	$	0.29										$	0.20
Weighted average common shares, basic		53,333											53,333
Weighted average common shares, diluted		53,972											53,972

iGATE CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

(Dollars in thousands, except per share data)

Year Ended December 31, 2006

(Unaudited)

	Historical iGATE			Spin off of Mastech			Other than Mastech			Adjustments			Pro Forma iGATE
Revenues	$	283,588		$	110,900		$	3,117		$	843	(a)	$	170,414
Cost of revenues (exclusive of depreciation and amortization)		210,212			85,650			1,868			(317	) (a)		122,377
Gross margin		73,376			25,250			1,249			1,160			48,037
Selling, general and administrative		58,769			17,864			1,538			1,160	(a)		40,527
Depreciation and amortization		10,851			251			317			—			10,283
Restructuring recovery		(3,062	)		(555	)		—			—			(2,507	)
Income from operations		6,818			7,690			(606	)		—			(266	)
Interest income		3,311			82			83			—			3,146
Interest expense		(121	)		(11	)		(14	)		—			(96	)
Other income, net		802			—			274			—			528
Minority interest		(752	)		—			—			—			(752	)
Equity in income of affiliated companies		317			—			—			—			317
Gain on venture investments and affiliated companies, net		578			—			—			—			578
Income before income taxes		10,953			7,761			(263	)		—			3,455
Income tax expense		2,249			662			(10	)		—			1,597
Net income from continuing operations	$	8,704		$	7,099		$	(253	)	$	—		$	1,858
Earnings per share - Basic	$	0.16											$	0.03
Earnings per share - Diluted	$	0.16											$	0.03
Weighted average common shares, basic		52,939												52,939
Weighted average common shares, diluted		53,278												53,278

iGATE CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

(Dollars in thousands, except per share data)

Year Ended December 31, 2005

(Unaudited)

	Historical iGATE			Spin off of Mastech			Other than Mastech			Adjustments			Pro Forma iGATE
Revenues	$	275,992		$	106,423		$	31,536		$	1,484	(a)	$	139,517
Cost of revenues (exclusive of depreciation and amortization)		205,110			83,350			24,651			246	(a)		97,355
Gross margin		70,882			23,073			6,885			1,238			42,162
Selling, general and administrative		56,568			14,925			5,207			1,238	(a)		37,674
Depreciation and amortization		10,915			160			668			—			10,087
Restructuring recovery		(481	)		—			—			—			(481	)
Income (loss) from operations		3,880			7,988			1,010			—			(5,118	)
Interest income		2,123			48			63			—			2,012
Interest expense		(204	)		(85	)		(91	)		—			(28	)
Other expense, net		(2,194	)		—			40			—			(2,234	)
Minority interest		(261	)		—			—			—			(261	)
Equity in income of affiliated companies		338			—			—			—			338
Gain on sale of stock of subsidiaries		5,549			—			5,549			—			—
Loss on venture investments and affiliated companies, net		(2,149	)		—			—			—			(2,149	)
Income (loss) before income taxes		7,082			7,951			6,571			—			(7,440	)
Income tax expense (benefit)		113			1,425			156			—			(1,468	)
Net income (loss) from continuing operations	$	6,969		$	6,526		$	6,415		$	—		$	(5,972	)
Earnings (loss) per share - Basic	$	0.13											$	(0.11	)
Earnings (loss) per share - Diluted	$	0.13											$	(0.11	)
Weighted average common shares, basic		52,530												52,530
Weighted average common shares, diluted		52,734												52,530

iGATE CORPORATION

PRO FORMA CONSOLIDATED BALANCE SHEET

(dollars in thousands)

As of June 30, 2008

(Unaudited)

	Historical iGATE			Spin off of Mastech		Other than Mastech			Adjustments			Pro Forma iGATE
ASSETS
Current assets:
Cash and cash equivalents	$	27,606		$	8,042	$	3,600	(b)	$	497	(c)	$	23,661
Short term investments		33,724			—		—			—			33,724
Accounts receivable, net		41,226			7,733		—			—			33,493
Unbilled receivable		17,339			2,329		—			—			15,010
Prepaid and other current assets		5,428			207		—			—			5,221
Deferred income taxes		722			254		—			—			468
Current assets of discontinued operations		1,945			—		(1,945	)		—			—
Total current assets		127,990			18,565		1,655			497			111,577
Non-current assets of discontinued operations		1,643			—		(1,643	)		—			—
Deposits		2,995			—		—			—			2,995
Investments in unconsolidated affiliates		60			60		—			—			—
Land, building, equipment and leasehold improvements, net		35,216			332		—			—			34,884
Deferred income taxes		4,458			300		—			—			4,158
Goodwill		33,912			—		—			—			33,912
Intangible assets, net		2,998			—		—			—			2,998
Total assets	$	209,272		$	19,257	$	12		$	497		$	190,524
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,405		$	1,914	$	—		$	—		$	2,491
Accrued payroll and related costs		18,062			4,594		—			—			13,468
Accrued income taxes		848			—		—			—			848
Other current liabilities		25,919			91		—			—			25,828
Restructuring reserve		575			—		—			—			575
Deferred revenue		387			67		—			—			320
Current liabilities of discontinued operations		1,486			—		(1,486	)		—			—
Total current liabilities		51,682			6,666		(1,486	)		—			43,530
Other long term liabilities		738			—		—			—			738
Deferred tax liabilities		961			—		—			—			961
Total liabilities		53,381			6,666		(1,486	)		—			45,229
Shareholders’ equity:
Common Stock, par value $0.01 per share		548			—		—			—			548
Additional paid-in capital		169,221			—		—			—			169,221
Retained earnings (deficit)		9,790			12,591		1,498	(b)		497	(c)		(806	)
Common stock in treasury, at cost		(14,714	)		—		—			—			(14,714	)
Accumulated other comprehensive loss		(8,954	)		—		—			—			(8,954	)
Total shareholders’ equity		155,891			12,591		1,498			497			145,295
Total liabilities and shareholders’ equity	$	209,272		$	19,257	$	12		$	497		$	190,524

Notes to Unaudited Pro Forma Consolidated Financial Statements

(a) The pro forma adjustments to iGATE’s unaudited consolidated statement of earnings for the six months ended June 30, 2008 and the years ended December 31, 2007, 2006 and 2005, relate to the adjustments to revenues, cost of revenues and selling, general and administrative expenses for transactions between iGATE and Mastech that were eliminated in consolidation in the preparation of iGATE’s historical consolidated financial statements.

(b) Represents the cash consideration on sale of iCRI amounting to $3.6 million and gain on sale amounting to $1.8 million.

(c) Represents the adjustment to record the following:

(i) Transfer of excess cash balance from Mastech amounting to $3.4 million subsequently. In accordance with the Separation and Distribution Agreement, all “excess cash” will be transferred from Mastech, prior to the spin off. Excess cash is defined as those cash balances that result in working capital exceeding $8.5 million.

(ii) $2.9 million of spin-off costs incurred subsequent to June 30, 2008.