IGate (IGTE) 10-Q 2015 Q1 Quarterly report

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, 2015

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

For the transition period from                    to                    

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.)
100 Somerset Corporate Blvd Bridgewater, NJ	08807
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (908) 219-8050

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	x	Accelerated filer	¨
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 $0.01 per share, outstanding as of April 30, 2015 was 80,936,374.

IGATE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2015

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	—Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2015 and 2014		3
	—Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2015 and 2014		4
	—Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014		5
	—Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014		7
	—Notes to Condensed Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		50
Item 4.	Controls and Procedures		51
PART II. OTHER INFORMATION			52
Item 1A.	Risk Factors		52
Item 6.	Exhibits		53
SIGNATURES			54

2

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 Ended March 31,
	2015			2014
Revenues(1)	$	322,042		$	302,206
Cost of revenues (exclusive of depreciation and amortization)		208,938			188,780
Gross margin		113,104			113,426
Selling, general and administrative expense		47,631			42,661
Depreciation and amortization		10,561			9,558
Income from operations		54,912			61,207
Interest expense		(7,389	)		(23,629	)
Foreign exchange gain, net		6,313			204
Other income, net		1,936			7,354
Income before income taxes		55,772			45,136
Income tax expense		17,646			13,425
Net income		38,126			31,711
Non-controlling interest		106			95
Net income attributable to IGATE Corporation		38,020			31,616
Accretion to preferred stock		0			139
Preferred dividend		0			8,139
Net income attributable to IGATE common shareholders	$	38,020		$	23,338
Basic earnings per share :
Common stock	$	0.47		$	0.29
Diluted earnings per share	$	0.46		$	0.29
1. Includes the following related party amounts:
Revenue	$	5,247		$	6,335

See accompanying notes.

3

IGATE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Net income attributable to IGATE common shareholders	$	38,020		$	23,338
Add: Non-controlling interest		106			95
Other comprehensive income, net of tax:
Change in fair value of marketable securities		(25	)		(613	)
Unrecognized actuarial gain on pension liability		333			316
Change in fair value of cash flow hedges		4,223			4,382
Gain on foreign currency translation		1,827			29,573
Total comprehensive income		44,484			57,091
Less: Total comprehensive income attributable to non-controlling interest		155			268
Total comprehensive income attributable to IGATE common shareholders	$	44,329		$	56,823

See accompanying notes.

4

IGATE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	March 31, 2015 (Unaudited)		December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	88,714	$	104,184
Restricted cash		9,783		5,305
Short-term investments		58,449		82,486
Accounts receivable, net of allowances for doubtful accounts of $2,682 and $3,070, as of March 31, 2015 and December 31, 2014, respectively		191,094		174,159
Unbilled revenues		80,189		63,936
Prepaid expenses and other current assets		50,202		42,941
Prepaid income taxes		6,789		13,387
Deferred tax assets		557		2,510
Foreign exchange derivative contracts		8,536		3,200
Receivable from related parties		2,582		5,898
Total current assets		496,895		498,006
Deposits and other assets		18,502		19,469
Restricted cash		784		0
Prepaid income taxes		31,540		31,479
Property and equipment, net of accumulated depreciation of $136,542 and $129,644, as of March 31, 2015 and December 31, 2014, respectively		243,894		234,041
Leasehold land		74,291		73,858
Deferred tax assets		16,034		16,104
Goodwill		433,981		430,250
Intangible assets, net		101,623		102,996
Total assets	$	1,417,544	$	1,406,203
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,830	$	11,168
Line of credit		107,000		127,000
Accrued payroll and related costs		39,918		47,638
Other accrued liabilities		64,640		68,603
Accrued income taxes		7,502		7,205
Foreign exchange derivative contracts		0		1,287
Deferred revenue		13,618		17,787
Total current liabilities		242,508		280,688
Other long-term liabilities		5,632		6,336
Senior Notes		325,000		325,000
Term loans		234,000		234,000
Accrued income taxes		8,618		8,000
Deferred tax liabilities		32,794		33,363
Total liabilities		848,552		887,387
Commitments and Contingencies (Note 19)
Series B Preferred stock, without par value: 480,000 shares authorized		0		0
IGATE Corporation shareholders’ equity:
Preferred shares, without par value: 19,520,000 shares authorized; 1 share held in treasury		0		0
Common shares, par value $0.01 per share:

5

700,000,000 shares authorized; 81,920,035 and 81,802,402 shares issued; 80,929,933 and 80,812,300 shares outstanding as of March 31, 2015 and December 31, 2014, respectively		819			818
Common shares held in treasury, at cost, 990,102 shares		(14,714	)		(14,714	)
Additional paid-in capital		677,086			671,395
Retained earnings		306,028			268,008
Accumulated other comprehensive loss		(404,099	)		(410,408	)
Total IGATE Corporation shareholders’ equity		565,120			515,099
Non-controlling interest		3,872			3,717
Total equity		568,992			518,816
Total liabilities and shareholders’ equity	$	1,417,544		$	1,406,203

See accompanying notes.

6

IGATE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Cash Flows From Operating Activities:
Net income	$	38,126		$	31,711
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		10,561			9,558
Stock-based compensation		4,391			4,297
Realized gain on investments		(1,604	)		(5,108	)
Provision (recovery) of doubtful debts		170			(1,149	)
Deferred income taxes		(983	)		(962	)
Amortization of debt issuance costs		822			2,295
(Gain) loss on sale of property and equipment		(18	)		47
Deferred rent		303			290
Excess tax benefits related to stock option exercises		(182	)		(2,554	)
Changes in operating assets and liabilities:
Accounts receivables and unbilled receivables		(34,514	)		(16,684	)
Prepaid expenses and other assets		(8,015	)		(3,482	)
Accounts payable		1,196			3,220
Accrued and other liabilities		(610	)		253
Restricted cash		(5,262	)		0
Deferred revenue		(4,035	)		(4,558	)
Net cash flows provided by operating activities		346			17,174
Cash Flows From Investing Activities:
Purchase of property and equipment		(19,937	)		(15,974	)
Proceeds from sale of property and equipment		33			80
Purchase of available-for-sale investments		(135,881	)		(184,786	)
Proceeds from maturities and sale of available-for-sale investments		162,315			213,053
Net cash flows provided by investing activities		6,530			12,373
Cash Flows From Financing Activities:
Payments on capital lease obligations		(170	)		(111	)
Proceeds from line of credit and term loans		27,000			0
Payment of line of credit and term loans		(47,000	)		0
Proceeds from exercise of stock options		1,118			2,347
Excess tax benefits related to stock option exercises		182			2,554
Net cash flows provided by (used in) financing activities		(18,870	)		4,790
Effect of exchange rate changes		(3,476	)		(1,229	)
Net change in cash and cash equivalents		(15,470	)		33,108
Cash and cash equivalents, beginning of period		104,184			204,836
Cash and cash equivalents, end of period	$	88,714		$	237,944
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired on credit	$	5,569		$	2,862

See accompanying notes.

7

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

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 (“GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and disclosures required by GAAP. 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, 2014 is derived from audited financial statements but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three months ended March 31, 2015 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, 2014.

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 GAAP 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. Goodwill and Intangible Assets

The changes in the carrying value of goodwill for the three months ended March 31, 2015 are as follows (in thousands):

	Amount
Goodwill as of December 31, 2014	$	430,250
Foreign currency translation effect		3,731
Goodwill as of March 31, 2015	$	433,981

The changes in the carrying value of intangibles for the three months ended March 31, 2015 are as follows (in thousands):

	Amount
Intangible assets as of December 31, 2014	$	102,996
Foreign currency translation effect		913
Amortization		(2,286	)
Intangible assets as of March 31, 2015	$	101,623

8

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

Intangible assets are comprised of the following (in thousands):

	As of
	March 31, 2015			December 31, 2014
Customer relationships	$	189,844		$	189,844
Intellectual property rights		514			514
Foreign currency translation adjustments		(50,193	)		(51,106	)
Accumulated amortization		(38,542	)		(36,256	)
Intangible assets	$	101,623		$	102,996

As of March 31, 2015 and December 31, 2014, accumulated amortization expense related to Intellectual property rights amounted to $0.5 million each and accumulated amortization expense related to Customer relationships amounted to $38.1 million and $35.8 million, respectively. Intangible assets are amortized over the remaining weighted average period of 11.1 years. Intellectual property rights and Customer relationships are amortized over their remaining useful life of 0.6 years and 11.1 years.

Amortization expenses related to identifiable intangible assets were $2.3 million and $2.6 million for the three months ended March 31, 2015 and 2014, respectively. Future estimated annual amortization is as follows (in thousands):

	Amount
Remainder of 2015	$	7,116
2016	$	9,748
2017	$	10,048
2018	$	9,950
2019	$	9,653

3. Series B Preferred Stock

On January 10, 2011, the Company entered into a securities purchase agreement with Viscaria Limited (“Viscaria”), wherein the Company agreed to sell, in a private placement, up to 480,000 shares of newly designated 8.00% Series B Convertible Participating Preferred Stock, no par value per share (the “Series B Preferred Stock”), for an aggregate purchase price of up to $480 million. In 2011, pursuant to the securities purchase agreement, the Company issued 330,000 Series B Preferred Stock for a consideration of $330 million which enabled the Company to pay a portion of the cash consideration for the acquisition of IGATE Computer Systems Limited (“IGATE Computer”, currently merged with IGATE Global Solutions Limited “IGATE Global”).

On November 4, 2014, the Company entered into a Conversion and Exchange Agreement with Viscaria pursuant to which Viscaria exercised its option to convert its 330,000 shares of Series B Preferred Stock into 21,730,290 shares of the Company’s common stock. Following this conversion, there were no remaining issued and outstanding shares of Series B Preferred Stock.

The Company incurred issuance costs amounting to $3.4 million which had been netted against the proceeds received from the issuance of Series B Preferred Stock. The Series B Preferred Stock was being accreted over a period of six years. The amount accreted totaled $0.1 million during the three months ended March 31, 2014. The Company accrued cumulative dividends at a rate of 8.00% per annum, compounded quarterly. The amount of such dividends accrued during the three months ended March 31, 2014 was $8.1 million.

9

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

4. Line of Credit

On February 21, 2011, the Company entered into an arrangement with Standard Chartered Bank (“SCB”) for an unsecured revolving working credit facility of $70 million at an annual interest rate of LIBOR plus 195 basis points. On July 3, 2014, the interest rate was renegotiated to LIBOR plus 50 basis points. As of March 31, 2015, the Company had an outstanding amount of $25 million under this line of credit at a weighted average interest rate of 0.77%. On March 10, 2015 and March 9, 2015, the Company entered into similar arrangements, with JP Morgan Chase Bank, N.A (“JPM”) and The Hongkong and Shangai Banking Corporation Limited (“HSBC”) for a maximum aggregate principal amount of $50 million at an interest rate of LIBOR plus 45 basis points and $20 million at an interest rate of LIBOR plus 35 basis points, with the overall borrowing from all of the above banks not exceeding the overall limit of $70 million. As of March 31, 2015, the Company had an outstanding amount of $20 million and $7 million under these facilities at an interest rate of 0.62% and 0.75%, respectively. Interest expense related to these facilities for the three months ended March 31, 2015 and 2014 was $0.1 million and $0.2 million, respectively.

On May 10, 2011, the Company entered into a credit agreement with a bank for revolving credit commitments in an aggregate principal U.S. dollar equivalent of $50 million, maturing on May 10, 2016, at an interest rate of LIBOR plus 280 basis points. On December 22, 2014, the Company entered into Amendment No. 1 (the “Letter Amendment”) increasing the commitment amount to $75 million. Pursuant to this amendment, the facility’s interest rate was amended to LIBOR plus 215 basis points. The proceeds are to be used for working capital and other general corporate purposes. As of March 31, 2015, the Company had an outstanding amount of $55 million under this revolving credit arrangement at an interest rate of 2.3%. Interest expense for the three months ended March 31, 2015 and 2014 was $0.3 million and $0.0 million, respectively.

5. Term Loans

On November 22, 2013, Pan-Asia IGATE Solutions (“Pan-Asia”), a 100% owned subsidiary of the Company, entered into a credit arrangement for a secured term loan facility with a consortium of banks, in an aggregate principal amount of $360 million, which was made available in two tranches. The first tranche comprised of $270 million maturing with principal due from November 2016 to November 2018, carrying an interest rate of LIBOR plus 325 basis points. The second tranche comprised of $90 million maturing 9 months from the utilization date of November 25, 2013, carrying an interest rate of LIBOR plus 200 basis points, which was fully repaid in the third quarter of 2014. As of March 31, 2015, the Company had an outstanding amount of $234 million under the first tranche of the loan.

As of March 31, 2015, the unamortized debt issuance cost was $5.5 million, of which $2.4 million is accounted for as part of prepaid expenses and other current assets and $3.1 million as part of deposits and other assets. These costs are being amortized to interest expense over the remaining period using the effective interest method. The amount amortized and included in interest expense was $0.6 million for each of the three months ended March 31, 2015 and 2014. In connection with the term loan, the Company recorded interest expense of $2.0 million and $2.8 million for the three months ended March 31, 2015 and 2014, respectively.

This facility was used to pay down a portion of the Company’s Senior Notes in April 2014. IGATE Technologies Inc. (“ITI”), the immediate parent company of Pan-Asia, pledged 65% of its equity investment amounting to $388.3 million in Pan-Asia. The loan documents contain customary representations and warranties, events of default, affirmative, negative covenants and financial covenants and the loan was guaranteed by the Company and several of its 100% owned subsidiaries. Pursuant to the provisions of the loan agreement, $3.3 million and $5.3 million of cash is restricted towards interest payment and has been disclosed as part of restricted cash as of March 31, 2015 and December 31, 2014, respectively.

As of March 31, 2015, the Company was in compliance with all covenants associated with the aforementioned borrowings.

6. Senior notes

On April 2, 2014, the Company completed a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S of the Securities Act, of $325 million aggregate principal amount of 4.75% Senior Notes due April 15, 2019 (the “Notes”) to several initial purchasers. The Notes were issued pursuant to an indenture (the “Indenture”), dated as of April 2, 2014, by and among the Company, ITI, IGATE, Inc., IGATE Holding Corporation and Wilmington Trust, National Association (“the trustee”). The interest is payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on October 15, 2014. The Notes are senior unsecured obligations of the Company guaranteed by the Company’s domestic 100% owned subsidiaries, as identified in Note 18, with exceptions considered customary for such guarantees under which a subsidiary’s guarantee would terminate.

10

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

The terms of the Indenture will, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, their capital stock or repurchase their capital stock; (iii) make certain investments or other restricted payments; (iv) sell certain assets; (v) create liens or use assets as security in other transactions; (vi) merge, consolidate or transfer or dispose of substantially all of their assets; and (vii) engage in certain transactions with affiliates. These covenants are subject to a number of important limitations and exceptions that are described in the Indenture. The Indenture also contains certain financial covenants relating to Consolidated Total Leverage Ratio, Consolidated Total Secured Leverage Ratio and a Fixed Charge Coverage Ratio that the Company must comply with, when any of the above events occur. As of March 31, 2015, no such events have occurred.

The Notes will be redeemable, in whole or in part, at any time on or after April 15, 2016, at the redemption prices specified in the Indenture, together with accrued and unpaid interest, if any, to the redemption date. At any time prior to April 15, 2016, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 104.75% of the principal amount of such Senior Notes and accrued and unpaid interest, if any, to the redemption date. At any time and from time to time on or after April 15, 2016, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date:

12-Month period commencing	Percentage
On or after April 15, 2016		102.38	%
On or after April 15, 2017		101.19	%
On or after April 15, 2018 and thereafter		100.00	%

Upon the occurrence of a change of control triggering event specified in the Indenture, the Company must offer to purchase the Senior Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

On September 19, 2014, the Company issued a prospectus pursuant to the Registration Rights Agreement which granted the initial purchasers and any subsequent holders of the Notes certain exchange and registration rights. The exchange offer expired on October 17, 2014 and all the Notes were tendered by the Note holders. These Senior Notes are now tradeable.

As of March 31, 2015, the unamortized debt issuance cost was $4.4 million, of which $1.0 million is accounted for as part of prepaid expenses and other current assets and $3.4 million as part of deposits and other assets. These costs are being amortized to interest expense over the remaining period till April 2019 using the effective interest method. The amount amortized was $0.2 million for the three months ended March 31, 2015. Interest expense (including amortized debt issue costs) for the three months ended March 31, 2015 was $4.1 million.

Extinguished Senior Notes:

Pursuant to the “Optional Redemption”, as per the terms of the indenture, dated April 29, 2011, the Company redeemed all the outstanding 9.00% Senior Notes of $770 million together with a make whole premium on April 22, 2014. The issuance costs amortized for the three months ended March 31, 2014 was $1.7 million. Interest expense prior to extinguishment (including amortized debt issuance costs) for the three months ended March 31, 2014 was $19.0 million.

11

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

7. Income tax

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as India, Canada and the United States.

The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual effective tax rate. In these cases, the actual tax expense or benefit applicable to those items is recorded in the same period as the related item. The Company’s reported effective tax rate (“ETR”), including discrete items, was 31.6% and 29.7% for the three months ended March 31, 2015 and 2014, respectively.

The difference in the ETR as compared to the U.S. statutory rate of 35.0% is primarily attributable to certain tax holiday benefits enjoyed by the Company’s subsidiary in India.

Under the Indian Income-tax Act, 1961, IGATE Global is eligible to claim income tax holiday on profits derived from the export of software services from divisions registered under Special Economic Zone (“SEZ”) arrangements. Profits derived from the export of software services from these divisions registered under the SEZ scheme are eligible for a 100% tax holiday during the initial five consecutive assessment years followed by 50% for the subsequent five years, and 50% for another five years subject to fulfillment of certain conditions; from the date of commencement of operations by the respective SEZ divisions. For the three months ended March 31, 2015 and 2014, the tax holiday benefits were $2.5 million and $1.5 million, respectively. This SEZ tax holiday will begin to expire from March 2023 through 2029.

As of March 31, 2015 and December 31, 2014, total gross unrecognized tax benefits, excluding related interest and penalties, were $13.4 million and $13.2 million respectively. There has been no material movements in ASC 740-10 reserves since December 31, 2014.

The Company recognizes interest related to uncertain tax positions within the interest expense line in the condensed consolidated statements of income. During the three months ended March 31, 2015 and 2014, the Company has recorded interest expense of $0.2 million and $1.0 million, respectively, in relation to uncertain tax positions in the condensed consolidated statements of income. The total amount of accrued interest in the condensed consolidated balance sheet amounted to $1.4 million as of March 31, 2015.

As of March 31, 2015, the Company had $11.8 million of net unrecognized tax benefits arising out of the tax positions which would affect the effective tax rate, if recognized. The Company believes it is possible that its existing unrecognized tax benefits may decrease by an amount up to $4.3 million over the next 12 months. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to its tax audits/assessments and that any settlement will not have a material adverse effect on its consolidated financial position or results of operation. However, there can be no assurances as to the possible outcomes.

12

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

8. Earnings Per Share

The Company computes earnings per share in accordance with ASC Topic 260, “Earnings per share”and ASC Topic 260-10-45 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. Basic earnings per share for different classes of stock (common stock and the Series B Preferred Stock) is calculated by dividing net income available to each class by the weighted average number of shares of each class. Diluted earnings per share is computed using the weighted average number of common stock, unvested restricted stock plus the potentially dilutive effect of common stock and Series B Preferred Stock equivalents.

13

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

Earnings per share for the common stock and Series B Preferred Stock under the two class method are presented below (dollars and shares in thousands, except per share data):

			Three Months Ended March 31,
			2015		2014
Net income attributable to IGATE common shareholders			$	38,020	$	23,338
Add: Dividend on Series B Preferred Stock				0		8,139
				38,020		31,477
Less: Dividends paid on
Series B Preferred Stock	[A	]		0		8,139
Undistributed Income			$	38,020	$	23,338
Allocation of Undistributed Income :
Common stock	[B	]	$	38,020	$	17,256
Series B Preferred Stock	[C	]		0		6,082
			$	38,020	$	23,338
Shares outstanding for allocation of undistributed income:
Common stock				80,930		58,808
Series B Preferred Stock				0		20,726
				80,930		79,534
Weighted average shares outstanding:
Common stock	[D	]		80,888		58,687
Series B Preferred Stock	[E	]		0		20,726
				80,888		79,413
Weighted average common stock outstanding				80,888		58,687
Dilutive effect of stock options and restricted shares outstanding				1,901		1,854
Dilutive weighted average shares outstanding	[F	]		82,789		60,541
Undistributed earnings per share:
Common stock	[G=B/D	]	$	0.47	$	0.29
Earnings per share—Basic:
Common stock	[G	]	$	0.47	$	0.29
Earnings per share—Diluted	[B/F	]	$	0.46	$	0.29

The number of outstanding options to purchase common shares for which the option exercise prices exceeded the average market price of the common shares aggregated 0.8 million and 0.2 million for the three months ended March 31, 2015 and March 31, 2014, respectively. These options were excluded from the computation of diluted earnings per share under the treasury stock method. Following the conversion of Series B Preferred stock to common stock, there were no remaining issued and outstanding shares of Series B Preferred Stock. The number of shares of outstanding Series B Preferred Stock for which the earnings per share exceeded the earnings per share of common stock aggregated to 20.7 million for the three months ended March 31, 2014. These shares were excluded from the computation of diluted earnings per share as they were anti-dilutive.

14

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

9. Investments

Short term investments comprise the following (in thousands):

	As of March 31, 2015
	Carrying Value		Unrealized Gain		Fair Value
Liquid mutual funds	$	57,763	$	463	$	58,226
Fixed deposits with banks		223		0		223
	$	57,986	$	463	$	58,449

	As of December 31, 2014
	Carrying Value		Unrealized Gain		Fair Value
Liquid mutual funds	$	81,765	$	500	$	82,265
Fixed deposits with banks		221		0		221
	$	81,986	$	500	$	82,486

Contractual maturities of short-term and other investments in available-for-sale securities as of March 31, 2015 was as follows (in thousands):

	As of March 31, 2015
Due within one year	$	58,449

Realized gains and losses on the cost of securities sold or disposed is determined on First in First out (“FIFO”) method.

Realized gains and proceeds from the sale of available-for-sale securities are as follows (in thousands):

	Three Months Ended March 31,
	2015		2014
Gross realized gains	$	1,604	$	5,108
Sale proceeds		162,315		213,053

The changes in the unrealized gain, net, on marketable securities carrying value for the three months ended March 31, 2015 and 2014 are as follows (in thousands):

	Three Months Ended March 31,
	2015			2014
Unrealized gain on marketable securities at the beginning of the period	$	500		$	2,345
Net unrealized gain due to changes in the fair value		1,567			4,152
Reclassification into earnings on sale		(1,604	)		(5,108	)
Unrealized gain on marketable securities at the end of the period	$	463		$	1,389

15

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

10. Accumulated Other Comprehensive Income (Loss)

The changes in the balances of accumulated other comprehensive income (loss), by component for the three months ended March 31, 2015 and 2014 are summarized as follows (in thousands):

	Three Months Ended March 31,
	2015									2014
	Before Tax Amount			Tax Effect			Net of Tax Amount			Before Tax Amount			Tax Effect			Net of Tax Amount
Unrealized gain on Marketable securities:
Beginning balance attributable to IGATE common shareholders	$	500		$	(170	)	$	330		$	2,335		$	(793	)	$	1,542
Amount of gain (loss) recognized in other comprehensive income		1,567			(533	)		1,034			4,151			(1,410	)		2,741
Amount of (gain) loss reclassified to other income		(1,604	)		545			(1,059	)		(5,108	)		1,754			(3,354	)
Portion attributable to non-controlling interests		(1	)		0			(1	)		5			(2	)		3
Ending balance attributable to IGATE common shareholders	$	462		$	(158	)	$	304		$	1,383		$	(451	)	$	932
Unrealized gain (loss) on cash flow hedges:
Beginning balance attributable to IGATE common shareholders	$	1,677		$	(570	)	$	1,107		$	(71	)	$	23		$	(48	)
Amount of gain (loss) recognized in other comprehensive income		10,201			(3,467	)		6,734			6,840			(2,325	)		4,515
Amount of (gain) loss reclassified to foreign exchange gain (loss)		(3,804	)		1,293			(2,511	)		(203	)		70			(133	)
Portion attributable to non-controlling interests		(33	)		11			(22	)		(33	)		12			(21	)
Ending balance attributable to IGATE common shareholders	$	8,041		$	(2,733	)	$	5,308		$	6,533		$	(2,220	)	$	4,313
Actuarial gain (loss) relating to defined benefit plan:
Beginning balance attributable to IGATE common shareholders	$	1,699		$	(577	)	$	1,122		$	1,634		$	(555	)	$	1,079
Amount of gain (loss) recognized in other comprehensive income		509			(173	)		336			538			(183	)		355
Amounts of (gain) loss reclassified to cost of revenues		(5	)		2			(3	)		(60	)		21			(39	)
Portion attributable to non-controlling interests		(3	)		1			(2	)		(3	)		2			(1	)
Ending balance attributable to IGATE common shareholders	$	2,200		$	(747	)	$	1,453		$	2,109		$	(715	)	$	1,394
Foreign currency translation:
Beginning balance attributable to IGATE common shareholders	$	(412,967	)	$	0		$	(412,967	)	$	(389,688	)	$	0		$	(389,688	)
Amount of gain (loss) recognized in other comprehensive income		1,827			0			1,827			29,573			0			29,573
Amounts of (gain) reclassified to earnings		0			0			0			0			0			0
Portion attributable to non-controlling interests		(24	)		0			(24	)		(154	)		0			(154	)
Ending balance attributable to IGATE common shareholders	$	(411,164	)	$	0		$	(411,164	)	$	(360,269	)	$	0		$	(360,269	)

16

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

11. Derivative Instruments and Hedging Activities

The Company enters into foreign currency forward and option contracts (“foreign exchange derivative contracts”) to mitigate and manage the risk of changes in foreign exchange rates on inter-company and end customer accounts receivables and forecasted sales and inter-company transactions. The Company hedges anticipated sales transactions that are subject to foreign exchange exposure with foreign exchange derivative contracts that are designated effective and that qualify as cash flow hedges under ASC Topic 815, “Derivatives and Hedging” (ASC No. 815).

As part of its hedge strategy, the Company also enters into foreign exchange derivative contracts which are replaced with successive new contracts up to the period in which the forecasted transaction is expected to occur i.e. (roll-over hedges). In case of rollover hedges, the hedge effectiveness is assessed based on changes in fair value to the extent of changes in spot prices and recorded in accumulated other comprehensive income (loss) until the hedged transactions occur and upon such occurrence gain or loss is reclassified to earnings in the consolidated statements of income. Accordingly, the changes in the fair value of the contract related to the changes in the difference between the spot price and the forward price (i.e. forward premium/discount) are excluded from assessment of hedge effectiveness and are recognized in consolidated statements of income and are included in foreign exchange gain (loss).

In respect of foreign exchange derivative contracts which hedge the foreign currency risk associated with both the anticipated sales transaction and the collection thereof (dual purpose hedges), the hedge effectiveness is assessed based on overall changes in fair value with the effective portion of gains or losses included in accumulated other comprehensive income (loss). The effective portion of gain or loss attributable to forecasted sales are reclassified from accumulated other comprehensive income (loss) and recognized in consolidated statements of income when the sales transaction occurs. Post the date of a sales transaction, the Company reclassifies an amount from accumulated other comprehensive income (loss) to earnings to offset foreign currency translation gain (loss) recorded for the respective receivable during the period. In addition, the Company determines the amount of cost to be ascribed to each period of the hedging relationship based on the functional currency interest rate implicit in the hedging relationship and recognizes this cost by reclassifying it from accumulated other comprehensive income (loss) to consolidated statements of income for recognized receivables based on the pro rata method.

Changes in the fair value of cash flow hedges deemed ineffective are recognized in the consolidated statement of income and are included in foreign exchange gain (loss). The Company also uses foreign exchange derivatives contracts not designated as hedging instruments under ASC No. 815 to hedge intercompany and end customer accounts receivables and other monetary assets denominated in currencies other than the functional currency. Changes in the fair value of these foreign exchange derivative contracts are recognized in the consolidated statements of income and are included in foreign exchange gain (loss).

In respect of foreign exchange derivative contracts designated as hedges, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company evaluates hedge effectiveness at the time a contract is entered into as well as on an ongoing basis. If during this time, a contract is deemed ineffective, the change in the fair value is recorded in the consolidated statements of income and is included in foreign exchange gain (loss). In situations in which hedge accounting is discontinued and the foreign exchange derivative contract remains outstanding, the net derivative gain or loss continue to be reported in accumulated other comprehensive income unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period (as documented at the inception of the hedging relationship) or within an additional two-month period of time thereafter.

The Company enters into foreign exchange currency contracts to mitigate and manage the risk of changes in foreign exchange rates. The following table presents outstanding notional amount and balance sheet location information related to foreign exchange derivative contracts as of March 31, 2015 and December 31, 2014 (in thousands):

	As of
	March 31, 2015						December 31, 2014
	Notional Amount		Current Asset		Current Liability		Notional Amount		Current Asset		Current Liability
Cash flow hedge transactions qualifying for hedge accounting	$	219,246	$	8,083	$	0	$	277,519	$	2,963	$	1,277
Fair value hedge transactions not qualifying for hedge accounting	$	57,217	$	453	$	0	$	30,876	$	237	$	10

17

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

The foreign exchange derivative contracts mature generally within twelve (12) months.

The effect of derivative instruments on the condensed consolidated statements of income for the three months ended March 31, 2015 and 2014 is summarized below (in thousands):

Three Months Ended March 31,	Derivatives in ASC Topic 815 Cash Flow Hedging Relationships	Amount of Gain (Loss) recognized in OCI on Derivative		Location of Gain (Loss) reclassified from Accumulated OCI into Income	Amount of Gain (Loss) reclassified from Accumulated OCI into Income		Location of Gain (Loss) recognized in Income on Derivative	Amount of Gain (Loss) recognized in Income Statement
		(Effective Portion)		(Effective Portion)			(Ineffective Portion and amount excluded from effectiveness testing)
2015	Foreign Exchange Contracts	$	10,201	Foreign exchange gain (loss), net	$	3,804	Foreign exchange gain (loss), net	$	0
2014	Foreign Exchange Contracts	$	6,840	Foreign exchange gain (loss), net	$	203	Foreign exchange gain (loss), net	$	0

Derivatives not designated as hedging instruments (in thousands):

	Three Months Ended March 31,
	2015		2014
Statement of Income
Foreign exchange gain, net	$	2,547	$	493

These foreign exchange derivative contracts were entered into to hedge the fluctuations in foreign exchange rates for recognized balance sheet items such as inter-company and end customer receivables, and were not originally designated as hedges. Realized gains (losses) and changes in the fair value of these foreign exchange derivative contracts are recorded in foreign exchange gains (losses), net in the condensed consolidated statements of income.

The estimated net amount of existing gains, net of taxes, as of March 31, 2015 that is expected to be reclassified from accumulated other comprehensive income (losses) into earnings within the next 12 months is $5.3 million.

The Company utilizes standard counterparty master agreements containing provisions for netting of certain foreign currency transaction obligations and for set-off of certain obligations in the event of insolvency of one of the parties to the transaction. This provision may reduce the Company’s potential loss resulting from the insolvency of counterparty and would also reduce the counterparty’s potential overall loss resulting from the insolvency of the Company. In the condensed consolidated balance sheet, the Company records the foreign exchange derivative assets and liabilities at gross fair value. The potential effect of netting foreign exchange derivative assets and liabilities under the counterparty master agreement was as follows (in thousands):

	Gross Amount presented in the Consolidated Balance Sheet		Potential effect of rights of set off		Net amount of recognized assets/ liabilities
As of March 31, 2015:
Foreign exchange derivative assets	$	8,536	$	0	$	8,536
Foreign exchange derivative liabilities	$	0	$	0	$	0
As of December 31, 2014:
Foreign exchange derivative assets	$	3,200	$	827	$	2,373
Foreign exchange derivative liabilities	$	1,287	$	827	$	460

18

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

The Company mitigates the credit risk of these foreign exchange derivative contracts by transacting with highly rated counterparties in India which are major banks. As of March 31, 2015, the Company has evaluated the credit and non-performance risks associated with the counterparties and believes that the impact of the credit risk associated with the outstanding derivatives were insignificant.

12. Fair Value Measurements

FASB ASC Topic 820“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 ASC 820, assets and liabilities are to be measured based on the following valuation techniques:

Market approach – Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Income approach – Converting the future amounts based on the market expectations to its present value using the discounting methodology.

Cost approach – Replacement cost method.

The Company uses the market approach for measuring the fair value of the assets and liabilities. Short term investments comprising of money market mutual funds and foreign currency derivative contracts are measured at fair value. The cash equivalents and money market mutual funds are valued using quoted market prices and classified within Level 1. 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.

Investments and Foreign exchange derivative contracts, as disclosed in Note 9 and 11, which are measured at fair value are summarized below (in thousands):

19

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

			Fair Value measurement at reporting date using
Description	As of March 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Current Assets:
Short term investments:
a) Liquid mutual fund units	$	58,226	$	58,226	$	0	$	0
b) Fixed deposits with banks		223		223		0		0
Foreign exchange derivative contracts		8,536		0		8,536		0
Total current assets	$	66,985	$	58,449	$	8,536	$	0
Liabilities
Current Liabilities:
Foreign exchange derivative contracts	$	0	$	0	$	0	$	0
Total current liabilities	$	0	$	0	$	0	$	0

			Fair Value measurement at reporting date using
Description	As of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Current Assets:
Short term investments:
a) Liquid mutual fund units	$	82,265	$	82,265	$	0	$	0
b) Fixed deposits with banks		221		221		0		0
Foreign exchange derivative contracts		3,200		0		3,200		0
Total current assets	$	85,686	$	82,486	$	3,200	$	0
Liabilities
Current Liabilities:
Foreign exchange derivative contracts	$	1,287	$	0	$	1,287	$	0
Total current liabilities	$	1,287	$	0	$	1,287	$	0

20

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

13. Employee Benefits

Defined Contribution Plan

The Company’s eligible employees in India and other countries in Asia Pacific region 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. The Company’s contribution to the Provident Fund was $2.4 million and $2.1 million for the three months ended March 31, 2015 and 2014, respectively.

The Company is required to pay a proportion of employees’ salary and wages into a Superannuation fund in Australia, which is a defined contribution plan. The Company’s employees are also encouraged to set aside additional funds into superannuation. The Company’s contribution was $0.04 million for the three months ended March 31, 2015. The Company is also making monthly contributions of a specified percentage to U.K, Sweden and Switzerland Pension scheme, which is administered by an authority. The Company’s contribution to the Pension Scheme was $0.2 million for the three months ended March 31, 2015.

401(k) Plan

Eligible employees of United States and Canada 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 Company is currently making contributions under the plan which amounted to $0.7 million for the three months ended March 31, 2015.

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 a specified period of service based on the respective employee’s salary and tenure of service. Liabilities with regard to the plan are determined by actuarial valuation.

The following table sets forth the net periodic cost recognized by the Company in respect of the Plan (in thousands):

	Three Months Ended March 31,
	2015			2014
Net periodic plan cost
Service cost	$	681		$	661
Interest cost		357			319
Expected return on plan asset		(236	)		(228	)
Amortization of actuarial loss (gain)		(4	)		(59	)
Net periodic plan cost for the period	$	798		$	693

Other Pension Benefits

One of the former founder directors of IGATE Computer (currently merged with IGATE Global), is entitled to receive pension benefits upon retirement or on termination from employment at the rate of 50% of his last drawn monthly salary. The payment of pension will start when he reaches the age of 65. The Company has invested in a plan with the Life Insurance Corporation of India which will mature at the time this founder director reaches the age of 65. Since the Company is obligated to fund the shortfall, if any, between the annuity payable and the value of the plan asset, the pension liability is actuarially valued at each balance sheet date.

14. Stock-based compensation

During the three months ended March 31, 2015 and 2014, the Company granted 0 and 18,000 options, respectively. During the three months ended March 31, 2015 and 2014, the Company granted 10,700 and 45,500 stock awards, respectively.

Stock-based compensation expense recorded in income from operations during the three months ended March 31, 2015 and 2014 (in thousands) was as follows:

21

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

	Three Months Ended March 31,
	2015		2014
Stock -based compensation expense recorded in:
Cost of revenues	$	1,826	$	1,819
Selling, general and administrative expense		2,565		2,478
Total stock-based compensation expense	$	4,391	$	4,297

During the three months ended March 31, 2015 and 2014, the Company issued 0.1 million and 0.4 million shares, respectively, upon exercise of stock options and awards.

15. Other income, net

Components of other income for the three months ended March 31, 2015 and 2014 (in thousands) was as follows:

	Three Months Ended March 31,
	2015		2014
Investment income	$	1,604	$	5,108
Interest income		33		1,625
Gain (loss) on sale of fixed assets		18		(47	)
Other		281		668
Other income, net	$	1,936	$	7,354

16. Concentration of revenues

The following table sets forth the concentration of revenues greater than 10% by customer for the periods shown:

	Three Months Ended March 31,
	2015			2014
General Electric Company		16	%		15	%
Royal Bank of Canada		—	(1)%		10	%

(1) Revenue by customer is less than the threshold limit for the three months ended March 31, 2015, hence not provided.

22

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

17. Segment Information

The Company’s Chief Executive Officer, who is also the Chief Operating Decision Maker, has regrouped the organization into vertical-based business units to bring in more industry knowledge and solutions, increase the depth and accountability to the business. However, the Company does not have discrete financial information on this basis as per the requirements of ASC 280 and as a result segment information is not presented.

18. Guarantor Subsidiaries - Supplemental condensed consolidating financial information

The Company issued the 2014 Senior Notes which are the senior unsecured obligations of the Company, to refinance the extinguished Senior Notes issued in 2011. The Senior Notes are guaranteed by the Company’s 100% owned domestic subsidiaries ITI, IGATE Inc., and IGATE Holding Corporation (collectively, the “Guarantors”). The Company has not included separate financial statements of the Guarantors because they are 100% owned by the Company, the guarantees issued are full and unconditional, and the guarantees are joint and several. There are customary exceptions in the Indenture under which a subsidiary’s guarantee would terminate namely:

• a permitted sale or other disposition by a guarantor of all or substantially all of its assets.

• the designation or classification of a guarantor as an unrestricted subsidiary pursuant to the indenture governing the guarantees.

• defeasance or discharge of the Senior Notes.

• the release of a guarantor due to the operation of the definition of “Immaterial Subsidiary” in the documents governing the guarantees; or

• the Senior Notes’ achievement of investment grade status.

23

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

Condensed consolidating financial information for the Company and the Guarantors are as follows (in thousands):

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2015

	Issuer		Guarantors		Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3,184	$	20,130	$	65,400		$	0		$	88,714
Restricted cash		0		6,500		3,283			0			9,783
Short-term investments		0		0		58,449			0			58,449
Accounts receivable, net		0		122,961		68,133			0			191,094
Unbilled revenues		0		50,735		29,454			0			80,189
Prepaid expenses and other current assets		1,005		10,483		38,714			0			50,202
Prepaid income taxes		0		0		6,789			0			6,789
Deferred tax assets		0		2,386		(1,829	)		0			557
Foreign exchange derivative contracts		0		0		8,536			0			8,536
Receivable from related parties		0		2,456		126			0			2,582
Receivable from group companies		67,900		111,058		125,882			(304,840	)		0
Total current assets		72,089		326,709		402,937			(304,840	)		496,895
Investment in subsidiaries		460,955		700,881		0			(1,161,836	)		0
Inter-corporate loan		300,000		2,501		0			(302,501	)		0
Deposits and other assets		3,386		1,275		13,841			0			18,502
Restricted cash		0		0		784			0			784
Prepaid income taxes		0		0		31,540			0			31,540
Property and equipment, net		0		6,137		237,757			0			243,894
Leasehold land		0		0		74,291			0			74,291
Deferred tax assets		0		15,438		596			0			16,034
Goodwill		0		1,026		432,955			0			433,981
Intangible assets, net		0		43		101,580			0			101,623
Total assets	$	836,430	$	1,054,010	$	1,296,281		$	(1,769,177	)	$	1,417,544
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	0	$	608	$	9,222		$	0		$	9,830
Line of credit		55,000		0		52,000			0			107,000
Accrued payroll and related costs		0		15,401		24,517			0			39,918
Other accrued liabilities		7,182		20,246		37,212			0			64,640
Accrued income taxes		0		1,870		5,632			0			7,502
Foreign exchange derivative contracts		0		0		0			0			0
Deferred revenue		0		10,561		3,057			0			13,618
Payable to group companies		44,723		192,641		67,476			(304,840	)		0
Total current liabilities		106,905		241,327		199,116			(304,840	)		242,508
Other long-term liabilities		0		774		4,858			0			5,632
Senior Notes		325,000		0		0			0			325,000
Term loans		0		0		234,000			0			234,000
Accrued income taxes		0		0		8,618			0			8,618
Inter-corporate loan		0		300,000		2,501			(302,501	)		0

24

Deferred tax liabilities		0			0		32,794			0			32,794
Total liabilities		431,905			542,101		481,887			(607,341	)		848,552
IGATE Corporation shareholders’ equity:
Common shares		819			330,000		79,417			(409,417	)		819
Common shares held in treasury, at cost		(14,714	)		0		0			0			(14,714	)
Additional paid-in capital		688,035			161,277		580,193			(752,419	)		677,086
Retained earnings		(269,615	)		20,536		555,107			0			306,028
Accumulated other comprehensive loss		0			96		(404,195	)		0			(404,099	)
Total IGATE Corporation shareholders’ equity		404,525			511,909		810,522			(1,161,836	)		565,120
Non-controlling interest		0			0		3,872			0			3,872
Total equity		404,525			511,909		814,394			(1,161,836	)		568,992
Total liabilities and shareholders’ equity	$	836,430		$	1,054,010	$	1,296,281		$	(1,769,177	)	$	1,417,544

25

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2014

	Issuer		Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	186	$	22,003	$	81,995	$	0		$	104,184
Restricted cash		0		0		5,305		0			5,305
Short-term investments		0		0		82,486		0			82,486
Accounts receivable, net		0		111,040		63,119		0			174,159
Unbilled revenues		0		33,817		30,119		0			63,936
Prepaid expenses and other current assets		991		5,207		36,743		0			42,941
Prepaid income taxes		0		7,362		6,025		0			13,387
Deferred tax assets		0		2,386		124		0			2,510
Foreign exchange derivative contracts		0		0		3,200		0			3,200
Receivable from related parties		0		2,513		3,385		0			5,898
Receivable from group companies		61,865		131,135		81,204		(274,204	)		0
Total current assets		63,042		315,463		393,705		(274,204	)		498,006
Investment in subsidiaries		460,955		700,603		0		(1,161,558	)		0
Inter-corporate loan		320,000		2,501		0		(322,501	)		0
Deposits and other assets		3,640		1,275		14,554		0			19,469
Restricted cash		0		0		0		0			0
Prepaid income taxes		0		0		31,479		0			31,479
Property and equipment, net		0		4,766		229,275		0			234,041
Leasehold land		0		0		73,858		0			73,858
Deferred tax assets		0		15,438		666		0			16,104
Goodwill		0		1,026		429,224		0			430,250
Intangible assets, net		0		60		102,936		0			102,996
Total assets	$	847,637	$	1,041,132	$	1,275,697	$	(1,758,263	)	$	1,406,203
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	0	$	3,876	$	7,292	$	0		$	11,168
Line of credit		75,000		0		52,000		0			127,000
Accrued payroll and related costs		0		18,882		28,756		0			47,638
Other accrued liabilities		3,337		26,025		39,241		0			68,603
Accrued income taxes		0		650		6,555		0			7,205
Foreign exchange derivative contracts		0		0		1,287		0			1,287
Deferred revenue		0		12,929		4,858		0			17,787
Payable to group companies		44,725		165,494		63,985		(274,204	)		0
Total current liabilities		123,062		227,856		203,974		(274,204	)		280,688
Other long-term liabilities		0		667		5,669		0			6,336
Senior Notes		325,000		0		0		0			325,000
Term loans		0		0		234,000		0			234,000
Accrued income taxes		0		0		8,000		0			8,000
Inter-corporate loan		0		320,000		2,501		(322,501	)		0
Deferred tax liabilities		0		0		33,363		0			33,363
Total liabilities		448,062		548,523		487,507		(596,705	)		887,387
IGATE Corporation shareholders’ equity:

26

Common shares		818			330,000		53,518			(383,518	)		818
Common shares held in treasury, at cost		(14,714	)		0		0			0			(14,714	)
Additional paid-in capital		682,343			161,276		605,816			(778,040	)		671,395
Retained earnings		(268,872	)		1,237		535,643			0			268,008
Accumulated other comprehensive loss		0			96		(410,504	)		0			(410,408	)
Total IGATE Corporation shareholders’ equity		399,575			492,609		784,473			(1,161,558	)		515,099
Non-controlling interest		0			0		3,717			0			3,717
Total equity		399,575			492,609		788,190			(1,161,558	)		518,816
Total liabilities and shareholders’ equity	$	847,637		$	1,041,132	$	1,275,697		$	(1,758,263	)	$	1,406,203

27

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THREE MONTHS ENDED MARCH 31, 2015

	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues	$	0		$	223,591		$	171,406		$	(72,955	)	$	322,042
Cost of revenues (exclusive of depreciation and amortization)		0			169,342			112,551			(72,955	)		208,938
Gross margin		0			54,249			58,855			0			113,104
Selling, general and administrative expense		0			19,305			28,326			0			47,631
Depreciation and amortization		0			587			9,974			0			10,561
Income from operations		0			34,357			20,555			0			54,912
Interest expense		(4,446	)		(3,257	)		(2,943	)		3,257			(7,389	)
Foreign exchange gain (loss), net		(13	)		(199	)		6,525			0			6,313
Other income (expense), net		3,257			99			1,837			(3,257	)		1,936
Income before income taxes		(1,202	)		31,000			25,974			0			55,772
Income tax expense (benefit)		(459	)		11,701			6,404			0			17,646
Net income (loss)		(743	)		19,299			19,570			0			38,126
Non-controlling interest		0			0			106			0			106
Net income (loss) attributable to IGATE Corporation		(743	)		19,299			19,464			0			38,020
Accretion to preferred stock		0			0			0			0			0
Preferred dividend		0			0			0			0			0
Net income (loss) attributable to IGATE common shareholders	$	(743	)	$	19,299		$	19,464		$	0		$	38,020

28

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THREE MONTHS ENDED MARCH 31, 2014

	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues	$	0		$	184,776		$	179,146		$	(61,716	)	$	302,206
Cost of revenues (exclusive of depreciation and amortization)		0			136,944			113,552			(61,716	)		188,780
Gross margin		0			47,832			65,594			0			113,426
Selling, general and administrative expense		0			14,999			27,662			0			42,661
Depreciation and amortization		0			379			9,179			0			9,558
Income from operations		0			32,454			28,753			0			61,207
Interest expense		(19,003	)		(17,324	)		(4,632	)		17,330			(23,629	)
Foreign exchange gain (loss), net		48			23			133			0			204
Other income (expense), net		17,324			1,159			6,201			(17,330	)		7,354
Income before income taxes		(1,631	)		16,312			30,455			0			45,136
Income tax expense (benefit)		0			7,097			6,328			0			13,425
Net income (loss)		(1,631	)		9,215			24,127			0			31,711
Non-controlling interest		0			0			95			0			95
Net income (loss) attributable to IGATE Corporation		(1,631	)		9,215			24,032			0			31,616
Accretion to preferred stock		139			0			0			0			139
Preferred dividend		8,139			0			0			0			8,139
Net income (loss) attributable to IGATE common shareholders	$	(9,909	)	$	9,215		$	24,032		$	0		$	23,338

29

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THREE MONTHS ENDED MARCH 31, 2015

	Issuer			Guarantors		Non- Guarantors			Eliminations		Consolidated
Net Income (loss) attributable to IGATE common shareholders	$	(743	)	$	19,299	$	19,464		$	0	$	38,020
Add: Non-controlling interest		0			0		106			0		106
Other comprehensive income:
Change in fair value on marketable securities		0			0		(25	)		0		(25	)
Unrecognized actuarial gain on pension liability		0			0		333			0		333
Change in fair value of cash flow hedges		0			0		4,223			0		4,223
Gain on foreign currency translation		0			0		1,827			0		1,827
Total comprehensive income (loss)		(743	)		19,299		25,928			0		44,484
Less: Total comprehensive income attributable to non-controlling interest		0			0		155			0		155
Total comprehensive income (loss) attributable to IGATE common shareholders	$	(743	)	$	19,299	$	25,773		$	0	$	44,329

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THREE MONTHS ENDED MARCH 31, 2014

	Issuer			Guarantors		Non- Guarantors			Eliminations		Consolidated
Net Income (loss) attributable to IGATE common shareholders	$	(9,909	)	$	9,215	$	24,032		$	0	$	23,338
Add: Non-controlling interest		0			0		95			0		95
Other comprehensive income:
Change in fair value on marketable securities		0			0		(613	)		0		(613	)
Unrecognized actuarial gain on pension liability		0			0		316			0		316
Change in fair value of cash flow hedges		0			0		4,382			0		4,382
Gain on foreign currency translation		0			0		29,573			0		29,573
Total comprehensive income (loss)		(9,909	)		9,215		57,785			0		57,091
Less: Total comprehensive income attributable to non-controlling interest		0			0		268			0		268
Total comprehensive income (loss) attributable to IGATE common shareholders	$	(9,909	)	$	9,215	$	57,517		$	0	$	56,823

30

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THREE MONTHS ENDED MARCH 31, 2015

	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash Flows From Operating Activities:
Net income (loss)	$	(743	)	$	19,299		$	19,570		$	0		$	38,126
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		0			587			9,974			0			10,561
Stock-based compensation		0			1,695			2,696			0			4,391
Realized gain on investments		0			0			(1,604	)		0			(1,604	)
Provision (recovery) of doubtful debts		0			104			66			0			170
Deferred income taxes		0			0			(983	)		0			(983	)
Amortization of debt issuance costs		240			0			582			0			822
(Gain) loss on sale of property and equipment		0			0			(18	)		0			(18	)
Deferred rent		0			126			177			0			303
Excess tax benefits related to stock option exercises		0			(182	)		0			0			(182	)
Changes in operating assets and liabilities:
Accounts receivable and unbilled revenues		0			(28,887	)		(5,627	)		0			(34,514	)
Inter-corporate current account		(6,035	)		47,225			(41,195	)		5			0
Prepaid expenses and other assets		0			(5,276	)		(2,739	)		0			(8,015	)
Accounts payable		0			(3,267	)		4,463			0			1,196
Accrued and other liabilities		3,845			(110	)		(4,345	)		0			(610	)
Restricted cash		0			(6,500	)		1,238			0			(5,262	)
Deferred revenue		0			(2,368	)		(1,667	)		0			(4,035	)
Net cash flows (used in) provided by operating activities		(2,693	)		22,446			(19,412	)		5			346
Cash Flows From Investing Activities:
Purchase of property and equipment		0			(2,346	)		(17,591	)		0			(19,937	)
Proceeds from sale of property and equipment		0			0			33			0			33
Purchase of available-for-sale investments		0			0			(135,881	)		0			(135,881	)
Proceeds from maturities and sale of available-for-sale investments		0			0			162,315			0			162,315
Inter-corporate loan		20,000			0			0			(20,000	)		0
Investment in subsidiaries		0			(278	)		0			278			0
Net cash flows provided by (used in) investing activities		20,000			(2,624	)		8,876			(19,722	)		6,530
Cash Flows From Financing Activities:
Payments on capital lease obligations		0			0			(170	)		0			(170	)
Proceeds from line of credit and term loans		0			0			27,000			0			27,000
Payment of line of credit and term loans		(20,000	)		0			(27,000	)		0			(47,000	)
Proceeds from exercise of stock options		5,509			(1,695	)		(2,427	)		(269	)		1,118
Excess tax benefits related to stock option exercises		182			0			0			0			182
Inter-corporate loan		0			(20,000	)		0			20,000			0
Net cash flows provided by (used in) financing activities		(14,309	)		(21,695	)		(2,597	)		19,731			(18,870	)
Effect of exchange rate changes		0			0			(3,462	)		(14	)		(3,476	)
Net change in cash and cash equivalents		2,998			(1,873	)		(16,595	)		0			(15,470	)
Cash and cash equivalents, beginning of period		186			22,003			81,995			0			104,184
Cash and cash equivalents, end of period	$	3,184		$	20,130		$	65,400		$	0		$	88,714

31

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THREE MONTHS ENDED MARCH 31, 2014

	Issuer			Guarantors			Non- Guarantors			Eliminations		Consolidated
Cash Flows From Operating Activities:
Net income (loss)	$	(1,631	)	$	9,215		$	24,127		$	0	$	31,711
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		0			379			9,179			0		9,558
Stock-based compensation		0			1,443			2,854			0		4,297
Realized gain on investments		0			0			(5,108	)		0		(5,108	)
Provision (recovery) of doubtful debts		0			(1,123	)		(26	)		0		(1,149	)
Deferred income taxes		0			0			(962	)		0		(962	)
Amortization of debt issuance costs		1,678			0			617			0		2,295
(Gain) loss on sale of property and equipment		0			0			47			0		47
Deferred rent		0			34			256			0		290
Excess tax benefits related to stock option exercises		0			(2,554	)		0			0		(2,554	)
Changes in operating assets and liabilities:
Accounts receivable and unbilled revenues		0			(9,251	)		(7,433	)		0		(16,684	)
Inter-corporate current account		(26,570	)		65,813			(39,243	)		0		0
Prepaid expenses and other assets		0			(2,182	)		(1,300	)		0		(3,482	)
Accounts payable		0			(115	)		3,335			0		3,220
Accrued and other liabilities		17,325			31			(17,103	)		0		253
Restricted cash		0			0			0			0		0
Deferred revenue		0			(3,632	)		(926	)		0		(4,558	)
Net cash flows (used in) provided by operating activities		(9,198	)		58,058			(31,686	)		0		17,174
Cash Flows From Investing Activities:
Purchase of property and equipment		0			(761	)		(15,213	)		0		(15,974	)
Proceeds from sale of property and equipment		0			0			80			0		80
Purchase of available-for-sale investments		0			0			(184,786	)		0		(184,786	)
Proceeds from maturities and sale of available-for-sale investments		0			0			213,053			0		213,053
Inter-corporate loan		0			0			0			0		0
Investment in subsidiaries		0			0			0			0		0
Net cash flows provided by (used in) investing activities		0			(761	)		13,134			0		12,373
Cash Flows From Financing Activities:
Payments on capital lease obligations		0			0			(111	)		0		(111	)
Proceeds from line of credit and term loans		0			0			0			0		0
Payment of line of credit and term loans		0			0			0			0		0
Proceeds from exercise of stock options		6,644			(1,443	)		(2,854	)		0		2,347
Excess tax benefits related to stock option exercises		2,554			0			0			0		2,554
Inter-corporate loan		0			0			0			0		0
Net cash flows provided by (used in) financing activities		9,198			(1,443	)		(2,965	)		0		4,790
Effect of exchange rate changes		0			0			(1,229	)		0		(1,229	)
Net change in cash and cash equivalents		0			55,854			(22,746	)		0		33,108
Cash and cash equivalents, beginning of period		0			82,497			122,339			0		204,836
Cash and cash equivalents, end of period	$	0		$	138,351		$	99,593		$	0	$	237,944

32

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

19. Commitments and contingencies

Capital commitments

As of March 31, 2015, the Company has open purchase orders totaling $24.5 million towards construction of new facilities and purchase of property and equipment.

Bank guarantees

As of March 31, 2015, guarantees and letters of credit provided by banks on behalf of the Company’s subsidiaries, to customs authorities, customers and vendors for capital procurements amounted to $3.7 million. These guarantees and letters of credit have a remaining term of approximately one month to five years.

Other commitments

The Company’s business process delivery centers in India are 100% Export Oriented units or Software Technology Parks (“STPs”) and SEZs under the STP and SEZ 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 duties, central excise duties, 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.

The Company has entered into a service agreement with a customer that provides such customer the option, exercisable at any time by providing 60 days’ notice to the Company to acquire an equity stake of up to 7.00% of the Company’s outstanding voting shares at fair market value. The fair market value is the volume weighted average trading price of the Company’s shares on the NASDAQ Market for five consecutive trading days immediately before the date on which the customer delivers its notice under the option. The option does not restrict the customer in any way from buying the Company’s shares in the open market. The service agreement also requires the Company to register the shares upon exercise of the option by the customer and there are no events or circumstances that would require the Company to transfer consideration under the agreement.

Contingencies

During the current quarter, the Company has been served a notice for the assessment of property tax liability by local governing body in India. The Company has accrued liability from the date of license agreement as against the date of possession as the Company was merely in possession of the property and could not have entered and constructed or enjoyed the benefits of the Property. Accordingly, the Company has not accrued for $1.4 million representing the estimated property taxes from the date of possession through the date of license, as the management believes that these are not tenable against the Company.

The Company is involved in lawsuits and claims which arise in the ordinary course of business. Management believes that the ultimate outcome of these matters will not have a material adverse impact on its financial position, results of operations and cash flows.

20. Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity is required to follow five steps which comprises of a) identifying the contract(s) with a customer; b) identifying the performance obligations in the contract; c) determining the transaction price; d) allocating the transaction price to the performance obligations in the contract and e) recognizing revenue when (or as) the entity satisfies a performance obligation. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, under either retrospective or retrospective with cumulative effect adoption. Early application is not permitted. The Company is currently assessing the potential effects of these changes to the consolidated financial statements.

33

IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs – Interest – Imputation of Interest (Subtopic 835-30)”. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of debt discount. The ASU intends to reduce complexity for financial statement preparers across all industries. This guidance is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those fiscal years on a retrospective basis. Early adoption is permitted. The Company will adopt this ASU on January 1, 2016 and will have an impact on the presentation of debt issuance costs on the consolidated financial statements.

In April 2015, the FASB issued ASU 2015-04, “Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets – Compensation Retirement Benefits (Topic 750)”. The ASU provides practical expedient for entities with a fiscal year end that does not coincide with a month end, by permitting the entities to measure defined benefit plan assets and obligations using the month end that is closest to the entity’s fiscal year end and apply practical expedient consistently from year to year and to all plans if the entity has more than one plan. The entity is also required to adjust the measurement of defined benefit plan assets and obligations for significant events that occur between the month end and the entity’s fiscal year end. The amendments in this update are effective for annual reporting periods beginning after December 15, 2015 and interim periods within those fiscal years on a prospective basis. Early adoption is permitted. The ASU does not have an impact on the consolidated financial statements.

21. Recently Adopted Accounting Pronouncements

None.

22. Subsequent Events

On April 25, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cap Gemini S.A (“SA”), Capgemini North America, Inc. (“NA” and, together with SA, “Parent”) and Laporte Merger Sub, Inc., a wholly owned subsidiary of NA (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the Board of Directors (the “Board”) of the Company and by the boards of directors of SA, NA and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), whereupon the separate existence of Merger Sub will cease and the Company will be the surviving corporation and a wholly owned subsidiary of NA. In connection with the Merger (“Effective Time”), each outstanding share of Company common stock (other than shares owned by the Company as treasury stock or by Parent or Merger Sub) will be converted into the right to receive $48.00 in cash. The transaction is subject to the receipt of regulatory approvals and other customary closing conditions.

34

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 “believe,” “anticipate,” “plan,” “expect” 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, and other risks that are described in more detail in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2014 filed with the SEC on February 9, 2015, and in this Form 10-Q under item 1A.

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, through its operating subsidiaries, is a worldwide provider of Information Technology (“IT”) and IT-enabled operations, and provides integrated technology and operations-based solutions to large and medium-sized organizations. These services include application development, application maintenance, business intelligence and analytics, verification and validation, product verification and validation, cloud services, engineering design services, enterprise application solutions, enterprise mobility, infrastructure management services, product and engineering embedded systems, digital services and business process outsourcing (“BPO”).

Website Access to SEC Reports

All periodic and current reports, registration statements, code of conduct policy and other material that we are required to file with the Securities and Exchange Commission (the “SEC”), including our Form 10-K, Quarterly Reports on Form10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, are or will be available free of charge through our investor relations page at www.igate.com. Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC. The inclusion of our website address above and elsewhere in this report is, in each case, intended to be an inactive textual reference only and not an active hyperlink to our website. The information contained in, or that can be accessed through, our website is not part of this report.

The public may also read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file such information electronically with the SEC.

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Business Overview

We are a global leader in providing integrated technology and operations-based information technology solutions. We provide solutions to clients’ business challenges by leveraging our technology and process capabilities and offering productized applications and platforms that provide the necessary competitive and innovation edge to clients across industries, through a combination of speed, agility and imagination. We believe that these three attributes will be the key guiding principles for us to navigate our way to creating greater value for all our stakeholders.

We deliver a comprehensive range of solutions and services across multiple domains and industries including healthcare, life sciences, insurance, manufacturing, banking, financial services, business administrative services, data management services, product and engineering solutions, retail, consumer packaged goods, communications, energy, utility, media and entertainment. Our services include application development, application maintenance, business intelligence and analytics, cloud services, engineering design services, enterprise application solutions, enterprise mobility, infrastructure management services, product and engineering solutions embedded systems, digital services, product verification and validation, verification and validation and BPO.

We are the first “integrated technology and operations” (“ITOPS”) company. Through ITOPS, we enable our clients to optimize their business through a combination of process investment strategies, technology leverage, and business process outsourcing and provisioning. Our core proposition of integrating technology and customer processes in a proprietary way has conformed to the changing customer needs and the ITOPS framework has helped us align better with the new-age business challenges of corporations. Our ITOPS framework has helped us build solutions that address explicit client issues taking into account the market and industry context. We have also developed strong expertise in industry processes that enable us to drive more innovation and technology capabilities to solve business challenges.

We have adopted a global delivery model for providing varied and complex IT-enabled services to our global customers spread across multiple locations. With a global presence and world class delivery centers spanning across the Americas, EMEA and Asia-Pacific, as of March 31, 2015, our global operations had 30,806 employees (consisting of 28,897 IT and IT-enabled service professionals and 1,909 individuals working in sales, recruiting, general and administrative roles, of which 24,624 employees were located at offshore and 6,182 employees were located at onsite premises). We have 27 offices worldwide. We combine a single business management system with best industry practices, models and standards. We have tailored delivery models encompassing offshore, onsite, near-shore and blended models (onsite, near-shore, offshore) to meet the specific requirements of our clients.

We were founded in 1986. We are incorporated in Pennsylvania and our principal executive office is located at Bridgewater, New Jersey. We have operations in India, Canada, the United States, Belgium, Denmark, France, Finland, Italy, Germany, Ireland, Netherlands, Sweden, Switzerland, Slovakia, Czech Republic, Luxembourg, Mexico, Hungary, Singapore, Malaysia, Japan, Australia, the United Arab Emirates, South Africa, China, Mauritius and the United Kingdom.

A majority of our clients have headquarters in North America and operate internationally. We market our 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 and are billed at an agreed upon hourly or daily rate. 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.

We service customers in a wide range of industries. Our largest customer is General Electric Company , which accounted for approximately 16% and 15% of revenues for the three months ended March 31, 2015 and 2014, respectively.

Recent Developments

Merger with Cap Gemini

On April 25, 2015, the Company entered into the Merger Agreement with Parent and Merger Sub. Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the Board of the Company and by the boards of directors of SA, NA and Merger Sub, Merger Sub will merge with and into the Company, whereupon the separate existence of Merger Sub will cease and the Company will be the surviving corporation and a wholly owned subsidiary of NA. In connection with the Merger , at the Effective Time, each outstanding share of Company common stock (other than shares owned by the Company as treasury stock or by Parent or Merger Sub) will be converted into the right to receive $48.00 in cash. The transaction is subject to the receipt of regulatory approvals and other customary closing conditions.

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Reportable Financial Segments

The Company’s Chief Executive Officer, who is also the Chief Operating Decision Maker, has regrouped the organization into vertical-based business units to bring in more industry knowledge and solutions, increase the depth and accountability to the business. However, the Company does not have discrete financial information as per the requirements of ASC 280 and as a result segment information is not presented.

Critical Accounting Policies

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

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity is required to follow five steps which comprises of a) identifying the contract(s) with a customer; b) identifying the performance obligations in the contract; c) determining the transaction price; d) allocating the transaction price to the performance obligations in the contract and e) recognizing revenue when (or as) the entity satisfies a performance obligation. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, under either retrospective or retrospective with cumulative effect adoption. Early application is not permitted. The Company is currently assessing the potential effects of these changes to the consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs – Interest – Imputation of Interest (Subtopic 835-30)”. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of debt discount. The ASU intends to reduce complexity for financial statement preparers across all industries. This guidance is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those fiscal years on a retrospective basis. Early adoption is permitted. The Company will adopt this ASU on January 1, 2016 and will have an impact on the presentation of debt issuance costs on the consolidated financial statements.

In April 2015, the FASB issued ASU 2015-04, “Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets – Compensation Retirement Benefits (Topic 750)”. The ASU provides practical expedient for entities with a fiscal year end that does not coincide with a month end, by permitting the entities to measure defined benefit plan assets and obligations using the month end that is closest to the entity’s fiscal year end and apply practical expedient consistently from year to year and to all plans if the entity has more than one plan. The entity is also required to adjust the measurement of defined benefit plan assets and obligations for significant events that occur between the month end and the entity’s fiscal year end. The amendments in this update are effective for annual reporting periods beginning after December 15, 2015 and interim periods within those fiscal years on a prospective basis. Early adoption is permitted. The ASU does not have an impact on the consolidated financial statements.

Results of Operations from Continuing Operations for the Three Months Ended March 31, 2015 as Compared to the Three Months Ended March 31, 2014 (Dollars in thousands):

	Three Months Ended March 31,
	2015						2014						% change of Amount from comparable period
	Amount			% of Revenues			Amount			% of Revenues
Revenues	$	322,042			100.0	%	$	302,206			100.0	%		6.6	%
Cost of revenues(a)		208,938			64.9			188,780			62.5			10.7
Gross margin		113,104			35.1			113,426			37.5			(0.3	)
Selling, general and administrative expense		47,631			14.8			42,661			14.1			11.6
Depreciation and amortization		10,561			3.3			9,558			3.2			10.5
Income from operations		54,912			17.0			61,207			20.2			(10.3	)
Interest expense		(7,389	)		(2.3	)		(23,629	)		(7.8	)		(68.7	)
Foreign exchange gain, net		6,313			2.0			204			0.1			2,994.6
Other income		1,936			0.6			7,354			2.4			(73.7	)

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Income before income taxes		55,772	17.3			45,136	14.9		23.6
Income tax expense(b)		17,646	5.5			13,425	4.4		(b	)
Net income		38,126	11.8			31,711	10.5		20.2
Non-controlling interest		106	0.0			95	0.0		11.6
Net income attributable to IGATE		38,020	11.8			31,616	10.5		20.3
Accretion to preferred stock(c)		—	—			139	0.0		(c	)
Preferred dividend(c)		—	—			8,139	2.7		(c	)
Net income attributable to IGATE common shareholders	$	38,020	11.8	%	$	23,338	7.8	%	62.9	%

(a) Cost of revenues is exclusive of depreciation and amortization.

(b) As the effective tax rate is a better comparable measure, the percent change from comparable period is not computed.

(c) As there is no amount in the current period, the percent change from previous period is not computed.

Revenues

Revenues for the three months ended March 31, 2015 increased by 6.6%, as compared to the three months ended March 31, 2014. The increase is directly attributable to the combination of increased business with our recurring customers by 8.9% and business with new customers by 1.9%, which was partially offset by the cessation of business with certain existing customers by 1.5%. The increased business with our recurring customers is the direct result of our strategy to prioritize the expansion of our relationships with our existing customers. The movement of the USD against various other currencies had a net adverse impact on our revenues by 2.7% during the three months ended March 31, 2015 as compared to the corresponding period in the previous year.

Our top five customers accounted for 37.2% and 38.5% of the revenues for the three months ended March 31, 2015 and 2014, respectively.

Revenues by Geography

The following table presents our consolidated domestic and international revenues as a percentage of consolidated revenues based on the location of the customer (in thousands):

	Three Months Ended March 31,								% change of amount from comparable period
	2015				2014
	Amount		%		Amount		%
Revenues:
United States	$	234,566		72.8	$	205,259		67.9		14.3
Canada		25,901		8.0		29,214		9.7		(11.3	)
EMEA(1)		44,622		13.9		49,824		16.5		(10.4	)
Asia Pacific		16,953		5.3		17,909		5.9		(5.3	)
Total revenues	$	322,042		100.0	$	302,206		100.0		6.6

(1) Comprises of Europe, Middle East and African countries.

United States:

Our dynamic global delivery model comprising of offshore, onsite and expansion of near-shore delivery centers has enabled us to drive client proximity and centricity. We believe that this combined with the improving economic outlook has resulted in strong prospects for us in this market. It continues to be our leading market and revenues grew by 14.3% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The growth was primarily attributable to increased business with our recurring and new customers by 13.5% and 1.8%, respectively which was partially offset by cessation of customers by 1.0%. The revenue growth was primarily attributable to growth in our manufacturing, banking and financial services (“BFS”) and retail and consumer packaged goods verticals of 5.7%, 2.7% and 2.0%, respectively.

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Canada:

The movement of USD against CAD adversely impacted our revenues by 10.3% resulting in a net decrease of 11.3 % for the three months ended March 31, 2015 as compared to the three months March 31, 2014. The decrease was also attributable to decreased business with our recurring customers by 1.1% and cessation of business with certain existing customers by 0.5% which was partially offset by the increase in business with our new customers by 0.6%. Our BFS vertical experienced a 15.2% decrease which was partially offset by 4.8% increase in our Insurance vertical.

EMEA:

EMEA continues to be our second leading market representing 13.9% of revenues for the current reporting period. We continue to expand our presence by focusing more on certain markets in the EMEA region where we have promising prospects. In pursuit of gaining traction, we also expanded our delivery centers to enable us to offer more customized solutions to our customers. The revenues decreased by 10.4% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014 primarily due to the movement of the USD against respective currencies which had a net adverse impact on our revenues by 7.6% during the three months ended March 31, 2015 as compared to the corresponding period in the previous year. The decrease was also attributable to decreased business with our recurring customers, which reduced revenues by 3.7% and the cessation of business with certain existing customers, which reduced revenues by 2.1%. These reductions were were partially offset by a 3.0% increase in business with new customers. The diversified, BFS, healthcare and lifesciences and retail and consumer packaged goods verticals experienced revenue reductions of 4.2%, 3.1%, 2.9% and 2.5%, respectively.

Asia Pacific (“APAC”):

Revenues increased by 5.4% and 1.6% with our recurring customers and new customers, respectively, which was partially offset by a 6.7% decrease due to the cessation of business with certain existing customers. However, the movement of the USD against the respective currencies had an adverse impact on revenues by 5.6% resulting in a net decrease in revenues by 5.3% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The decrease in revenue was primarily contributed by insurance and diversified verticals contributing to 7.0% and 4.3% which was partially offset by increased revenues in BFS and manufacturing verticals by 3.9% and 2.8%, respectively.

Revenue by verticals

The following table presents our consolidated revenues based on customer business verticals as a percentage of consolidated revenues (in thousands):

	Three Months Ended March 31,								% change of amount from comparable period
	2015				2014
	Amount		%		Amount		%
Revenues:
Banking and financial services	$	69,792		21.7	$	69,603		23.0		0.3
Insurance		64,950		20.2		61,292		20.3		6.0
Healthcare and life sciences		28,466		8.8		27,347		9.1		4.1
Manufacturing		93,185		28.9		80,037		26.5		16.4
Retail and consumer packaged goods		29,190		9.1		26,386		8.7		10.6
Diversified		36,459		11.3		37,541		12.4		(2.9	)
Total revenues	$	322,042		100	$	302,206		100		6.6

BFS:

Revenues grew by 0.3% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The growth was primarily attributable to a 8.4% increase in business with our recurring customers in United States and a 1.0% increase in business with our recurring customers in the APAC region, a 0.7% increase in business with new customers in the United States and a 0.5 % increase in business with new customers in the EMEA region. This growth was partially offset by a 2.4% decrease in business with our recurring customers in Canada and a 1.2% decrease in business with our recurring customers in the EMEA region and a decrease of business by 1.3%, 0.7% and 0.2% resulting from the cessation of existing customers in United States, EMEA and Canada, respectively. The movement of USD against CAD had an adverse impact on the revenues by 3.8% and against various currencies in EMEA region by 0.7%.

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Insurance:

Revenues grew by 5.5%, 2.6% and 2.0%, from our recurring customers in United States, Canada and EMEA, respectively, and increased business with new customers attributed to growth of 0.3% and 0.1% in Canada and EMEA, respectively, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. However, the movement of USD against various currencies had an adverse impact on the revenues by 2.5% and decreased business from our recurring customers in the APAC region had an adverse impact of 0.8% on revenues and cessation of business with existing customers attributed to a decrease of 1.0% and 0.2% in the APAC region and United States, resulting in a net increase of 6.0% in revenues for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014.

Healthcare and life sciences:

Revenues grew by 4.1% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The growth was primarily attributable to a 7.3% increase in business with recurring customers and a 2.9% increase in business with new customers in United States, and a 0.8% increase in business with new customers in EMEA region. The revenues from recurring customers in EMEA decreased by 5.3% and the cessation of business with existing customers in the United States and Canada resulted in a decrease in revenue by 0.6% and 0.1%, respectively. The movement of USD against various currencies had an adverse impact on the revenues by 0.9%.

Manufacturing:

Revenues grew by 16.4% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The growth was primarily attributable to 13.7% increase in business with our recurring customers in United States, a 1.8% increase in business with our recurring customers in EMEA and a 0.7% increase in business with our recurring customers in the APAC region and an increase in business with new customers in United States, EMEA and APAC region by 1.2%, 0.8% and 0.3%, respectively. However, the movement of USD against various currencies had an adverse impact on the revenues by 1.6% and cessation of business with existing customers attributed to a decrease in revenues by 0.2%, 0.2% and 0.1% in United States, EMEA and APAC region, respectively, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014.

Retail and consumer packaged goods:

Revenues grew by 10.6% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The growth was primarily attributable to a 12.2% increase in business with our recurring customers in United States, a 4.2% increase in business with our new customers in United States and a 0.8% increase in business with new customers in EMEA, which was offset by a 0.6% decrease in business as a result of the cessation of customers in United States. Revenues decreased by 4.6% and 0.5% with our recurring customers in EMEA and APAC region, respectively. The movement of USD against various currencies in EMEA region had an adverse impact on the revenues by 0.9%.

Diversified:

Revenues decreased by 2.9% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The decrease was primarily attributable to a 2.0% decrease in business with our recurring customers in EMEA and a 0.5% decrease in business with our recurring customers in Canada and cessation of business with our existing customers in United States, APAC and EMEA by 2.0%, 1.1% and 1.0%, respectively, which was partially offset by a 6.1% increase in business with recurring customers in United States and a 1.1% increase in business with new customers in United States, and a 0.6% increase in recurring business in APAC. The movement of USD against various currencies in APAC region had an adverse impact on the revenue by 1.6% and the movement against various currencies in EMEA region had an adverse impact on the revenues by 2.5%.

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Revenue by project type

The following table presents our consolidated revenues as a percentage of consolidated revenues based on project type (in thousands):

	Three Months Ended March 31,								% change of amount from comparable period
	2015				2014
	Amount		%		Amount		%
Revenues:
Non-time and material	$	213,566		66.3	$	202,475		67.0		5.5
Time and material		108,476		33.7		99,731		33.0		8.8
Total revenues	$	322,042		100	$	302,206		100		6.6

Non-time and material revenues primarily represents contracts with fixed price milestones, fixed time frames and managed services arrangements. Revenues increased by 5.5% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The increase was primarily attributable to a 8.6% increase in business with our recurring customers and a 1.8% increase in business with new customers, which was partially offset by a 1.6% decrease in business as a result of the cessation of business with certain existing customers. The movement of the USD against various other currencies had a net adverse impact on our revenues of 3.3% during the three months ended March 31, 2015 as compared to the corresponding period in the previous year.

Time and material projects are projects wherein contract payments are based on the number of consultant hours worked on the project and also includes per transaction pricing. Revenues increased by 8.8% for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The increase was primarily attributable to a 9.4% increase in business with our recurring customers and a 2.0% increase in business with new customers, which was partially offset by the cessation of business with certain existing customers by 1.2%. The movement of the USD against various other currencies had a net adverse impact on our revenues of 1.4% during the three months ended March 31, 2015 as compared to the corresponding period in the previous year.

Revenue Mix and Utilization

The following table presents our revenue mix and utilization:

	Three Months Ended March 31,
	2015			2014
Efforts:
Onsite		23.7	%		21.8	%
Offshore		76.3	%		78.2	%
Revenue Mix:
Onsite		51.8	%		49.0	%
Offshore		48.2	%		51.0	%
Realized Rate(IT and Consulting Services):
Onsite	$	64.9		$	66.2
Offshore	$	18.8		$	19.8
Utilization:
Utilization(IT and Consulting Services)		73.7	%		74.2	%
Utilization(BPO)		91.2	%		96.1	%
Utilization		76.6	%		77.9	%

During the three months ended March 31, 2015, there was an increase in revenue from onsite services directly attributable to an increase in the use of onsite resources. Our increased investments in building talent capital, leadership, and learning and solution development were attributable to a decrease in realized and utilization rates during the three months ended March 31, 2015. Adverse forex impact has also resulted in decreased realized rates during the three months ended March 31, 2015. We believe our increased on-site presence, stable hiring, increased automation and other scale benefits will improve utilization rates.

Gross margin

Our gross margin percentage (gross margin as percentage of revenues) was 35.1% for the three months ended March 31, 2015 as compared to 37.5% for the three months ended March 31, 2014. The details of gross margin are as follows (in thousands):

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Gross Margin Metrics:

	Three Months Ended March 31,
	2015		2014
Revenue	$	322,042	$	302,206
Cost of revenues:
Direct salary costs		181,484		151,761
Direct travel costs		11,079		14,680
Direct other costs		16,375		22,339
Gross Margin	$	113,104	$	113,426

As we conduct business through our globally integrated onsite and offshore delivery locations, primarily in India, the strengthening or weakening of the USD against other currencies, has a direct effect on our costs by reducing or increasing the cost of our services in offshore delivery centers which impacts our profitability.

During the three months ended March 31, 2015, the decrease in gross margin percentage was directly attributable to an increase in salaries, performance incentives and other costs directly associated with billable professionals, including payroll taxes and insurance by 3.7% and unfavorable movement of the USD against the INR impacting our gross margin by 0.4% which was partially offset by decrease in immigration costs including visa fees and travel by 1.4% and a better utilization rate by 0.3%.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) include all costs that are not directly associated with revenue-generating activities. These include employee costs, corporate costs and facilities costs. Employee costs include selling, marketing and administrative salaries and related employee benefits and training costs. Corporate costs include costs such as marketing and advertisement expense, reorganization costs, legal, accounting and outside consulting fees. Facilities costs primarily include rent and communications costs. The SG&A expense details are as follows (in thousands):

	Three Months Ended March 31,
	2015		2014
Employee costs	$	24,017	$	22,450
Travel costs		2,375		2,978
Corporate costs:
- Marketing costs		507		1,382
- Legal costs		444		977
- Other corporate costs		9,057		5,087
Total Corporate costs		10,008		7,446
Facility costs		11,231		9,787
Selling, general and administrative expenses	$	47,631	$	42,661

Our SG&A percentage (SG&A expenses as a percentage of revenues) was 14.8% for the three months ended March 31, 2015, as compared to 14.1% for the three months ended March 31, 2014.

Total SG&A expenses for the three months ended March 31, 2015 increased by $4.9 million as compared to the three months ended March 31, 2014.

Employee costs increased by $1.6 million for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, due to higher salary, overhead expenses and benefits by $2.1 million which was offset by an decrease in staff welfare expenses by $0.5 million.

Our corporate costs increased by $2.6 million for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. Marketing costs decreased by $0.9 million due to reduced marketing and promotional activities. Legal costs decreased by $0.5 million primarily due to decreased professional fees related to ongoing general litigation matters and receipt of insurance reimbursement of $0.2 million on employee litigation matter. Other corporate costs increased by $3.9 million mainly due to increase of $2.8 million in rates and taxes on account of taxes on property located in India and increased software license expenses of $0.4 million which was partially offset by decrease in recruitment expenses by $0.3 million and subcontractor costs by $0.3 million on account of decrease in headcount. Also, there was a one time reversal of provision for doubtful debts for the three months ended March 31, 2014 amounting to $1.1 million.

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Facility costs increased by $1.4 million for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014 due to increases in rent and electricity by $1.2 million due to increase in rental facilities in offsore centers and communication costs by $0.2 million.

Depreciation and amortization costs

Depreciation and amortization costs were at 3.3% and 3.2% of revenue for the three months ended March 31, 2015 and 2014, respectively. The increase in costs for the current reporting period was mainly due to expansion of offshore delivery centers in India.

Operating income

Our operating margin (operating income as a percentage of revenue) was 17.0% and 20.2% for the three months ended March 31, 2015 and 2014, respectively. This decrease was mainly due to an increase in selling, general and administrative expense and depreciation and amortization.

Interest expense

Interest expenses were 2.3% and 7.8% of revenues for the three months ended March 31, 2015 and 2014, respectively. The details of interest expense are as follows (in thousands):

	Three Months Ended March 31,
	2015		2014
Interest on Senior Notes (including amortization of debt issuance costs)	$	4,099	$	19,003
Interest expense on line of credit and term loans (including amortization of debt issuance costs)		3,019		3,587
Interest on uncertain tax position		222		991
Other interest charges		49		48
	$	7,389	$	23,629

The decrease in interest expense of $16.2 million for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014 was primarily on account of a lower interest rate of 4.75% on the new Senior Notes of $325 million as compared to 9.00% on the extinguished Senior Notes of $770 million and repayment of $90 million against the second tranche of the term loan and partial payment of $36 million against the first tranche of the term loan during the third quarter of 2014.

Foreign exchange gain, net

Foreign exchange gain was $6.3 million and $0.2 million for the three months ended March 31, 2015 and 2014, respectively.

We recognized foreign currency gain of $6.3 million and $0.7 million on foreign exchange derivative contracts related to inter-company and end customer receivables and forecasted revenues for the three months ended March 31, 2015 and 2014, respectively.

We also recognized a foreign currency loss of $0.4 million on the re-measurement related to other monetary assets and liabilities and gain of $0.4 million on the re-measurement of the unsecured revolving working credit facility for the three months ended March 31, 2015, as compared to a foreign currency loss of $2.2 million on the re-measurement related to other monetary assets and liabilities and gain of $1.7 million on the re-measurement of the unsecured revolving working credit facility for the three months ended March 31, 2014.

Other income, net

Other income was 0.6% and 2.4% of revenues for the three months ended March 31, 2015 and 2014, respectively. The details of other income are as follows (in thousands):

	Three Months Ended March 31,
	2015		2014
Investment income	$	1,604	$	5,108
Interest income		33		1,625
Gain (loss) on sale of fixed assets		18		(47	)
Other		281		668
Other income, net	$	1,936	$	7,354

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Our investment base as of January 1, 2015 and 2014 was $186.7 million and $386.2 million, respectively which attributed to the reduction in investment income.

Interest received on tax refunds from tax authorities amounted to $0.6 million for the three months ended March 31, 2014. Interest received from one of the customers as part of the receivables settlement is $0.7 million for the year ended March 31, 2014.

Income taxes

Our reported effective tax rate (“ETR”), including discrete items recorded during the period, was 31.6% and 29.7% during the three months ended March 31, 2015 and 2014, respectively.

During the first quarter of 2014, the Company filed amended tax returns for prior assessment years for its India jurisdiction in order to claim certain additional benefits and also reassessed India tax positions for the open assessment years, which led to a lower tax expense of $1.1 million during the three months ended March 31, 2014.

Non-controlling interest

As of March 31, 2015, we had approximately 0.5% of the outstanding share capital of IGATE Global held by general public.

For the three months ended March 31, 2015, we recorded $0.1 million share of profits and $0.05 million of accumulated other comprehensive income attributable to non-controlling interest as compared to $0.1 million share of profits and $0.2 million of accumulated other comprehensive income attributable to non-controlling interest for the three months ended March 31, 2014.

Preferred dividend

On November 4, 2014, Viscaria exercised its option to convert its preferred stock into the Company’s common stock. Prior to this conversion, we accrued for cumulative dividends of $8.1 million at a rate of 8.00% per annum, compounded quarterly, for the three months ended March 31, 2014. Following this conversion, there were no remaining issued and outstanding shares of Series B Preferred Stock.

Use of non-GAAP Financial Measures:

We believe that providing adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and non-GAAP net income and non-GAAP diluted earnings per share in addition to the related GAAP measures provides investors with greater transparency to the information used by our management in our financial and operational decision-making. These non-GAAP measures are also used by management in connection with our performance compensation programs.

These non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Reconciliations of these non-GAAP measures to their comparable GAAP measures are included in the financial tables below.

We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. These non GAAP measures should be considered supplemental in nature and should not be considered in isolation or be construed as being more important than comparable GAAP measures.

The non-GAAP financial measures contained herein exclude the following items and related tax adjustments:

• Amortization of intangible assets: Intangible assets primarily comprise of customer relationships. We incur charges relating to the amortization of these intangibles. These charges are included in our GAAP presentation of earnings from operations, operating margin, net income and diluted earnings per share. We exclude these charges for purposes of calculating these non-GAAP measures.

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• Stock-based compensation: Although stock-based compensation is an important component of the compensation of our employees and executives, determining the fair value of the stock-based instruments involves a high degree of judgment and estimation and the expense recorded may not reflect the actual value realized upon the future exercise or termination of the related stock-based awards. Furthermore, unlike cash compensation, the value of stock-based compensation is determined using a complex formula that incorporates factors, such as market volatility, that are beyond our control. Management believes it is useful to exclude stock-based compensation in order to better understand the long-term performance of our core business.

• Merger and reorganization expenses: In 2014, we merged and reorganized our overseas subsidiaries and branches with a view to simplifying the corporate structure and have incurred legal and professional expenses in connection with these actions. Merger and reorganization is an infrequent activity and expenses incurred in connection therein are inconsistent in amount and significantly impacted by the timing and nature of the reorganization. We believe that eliminating these expenses for purposes of calculating these non-GAAP measures facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.

• Preferred dividend and accretion to preferred stock: In 2011, we issued 8.00% Series B Preferred Stock. We also incurred issuance costs that have been netted against the proceeds received from the issuance of the Series B Preferred Stock. Prior to its conversion to common stock on November 4, 2014, the Series B Preferred Stock was being accreted over a period of six years. Although, the effect of inclusion of equivalent units of common stock towards convertible participating preferred stock is anti-dilutive for GAAP purposes, the non-GAAP diluted earnings per share has been calculated assuming the conversion of all outstanding shares of preferred stock into equivalent units of common stock. We believe that eliminating these expenses as well as inclusion of equivalent units of common stock towards the preference shares to compute diluted earnings per share for purposes of calculating these non-GAAP measures facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance. As discussed below, following the conversion on November 4, 2014, there were no remaining issued and outstanding shares of Series B Preferred Stock.

From time to time in the future, there may be other items that we may exclude in presenting our financial results.

The table below presents a reconciliation of our non-GAAP financial measures to the most comparable GAAP measures for each of the three months ended March 31, 2015 and 2014, respectively (in thousands, except for per share data):

	Three Months Ended March 31,
	2015			2014
GAAP Net Income attributable to IGATE common shareholders	$	38,020		$	23,338
Adjustments:
Preferred dividend and accretion to preferred stock		—			8,278
Amortization of Intangible assets		2,286			2,580
Stock-based compensation		4,391			4,297
Merger and reorganization expenses		—			130
Income tax adjustments		(2,039	)		(2,243	)
Non-GAAP Net income attributable to IGATE common shareholders	$	42,658		$	36,380
Basic EPS (GAAP) to Basic EPS (Non-GAAP):
BASIC EPS (GAAP)	$	0.47		$	0.29
Preferred dividend and accretion to preferred stock		—			0.11
Amortization of Intangible assets		0.03			0.03
Stock-based compensation		0.05			0.06
Merger and reorganization expenses		—			0.00
Income tax adjustments		(0.02	)		(0.03	)
BASIC EPS (Non-GAAP)	$	0.53		$	0.46
Diluted EPS (GAAP) to Diluted EPS (Non-GAAP):
Diluted EPS (GAAP)	$	0.46		$	0.29
Preferred dividend and accretion to preferred stock		—			0.10
Amortization of Intangible assets		0.03			0.03

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Stock-based compensation		0.05			0.06
Merger and reorganization expenses		—			0.00
Income tax adjustments		(0.02	)		(0.03	)
Diluted EPS (Non-GAAP)	$	0.52		$	0.45
Weighted average shares outstanding, Basic		80,888			58,687
Add: Assumed preferred stock conversion		0			20,726
Non-GAAP weighted average shares outstanding, Basic		80,888			79,413
Weighted average dilutive common shares outstanding		82,789			60,541
Add: Assumed preferred stock conversion		0			20,726
Weighted average dilutive common equivalent shares outstanding		82,789			81,267

Non-GAAP Disclosure of Adjusted EBITDA

We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net income plus (i) depreciation and amortization, (ii) interest expense, (iii) income tax expense, minus (iv) other income, net plus (v) foreign exchange (gain)/loss, (vi) stock-based compensation and (vii) merger and reorganization expenses. We eliminated the impact of the above as we do not consider them as indicative of our ongoing operating performance. These adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA: (i) as a factor in evaluating management’s performance when determining incentive compensation, (ii) to evaluate the effectiveness of our business strategies and (iii) because our credit agreement and our indenture use measures similar to Adjusted EBITDA to measure our compliance with certain covenants.

Adjusted EBITDA has limitations as an analytical tool. Some of these limitations are:

• Adjusted EBITDA does not reflect our cash expenditures or future requirements, for capital expenditures or contractual commitments;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; and

• Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA supplementally.

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The table below presents Adjusted EBITDA for each of the three months ended March 31, 2015 and 2014, respectively (in thousands):

	Three Months Ended March 31,
	2015			2014
	(in thousands)
Net income	$	38,126		$	31,711
Adjustments:
Depreciation and amortization		10,561			9,558
Interest expenses		7,389			23,629
Income tax expense		17,646			13,425
Other income, net		(1,936	)		(7,354	)
Foreign exchange gain		(6,313	)		(204	)
Stock-based compensation		4,391			4,297
Merger and reorganization expenses		0			130
Adjusted EBITDA (a non-GAAP measure)	$	69,864		$	75,192

We present the non-GAAP financial measure Adjusted EBITDA because, management uses this measure to monitor and evaluate the performance of the business and believes the presentation of this measure will enhance the investors’ ability to analyze trends in the business and evaluate our underlying performance relative to other companies in the industry.

Liquidity and Capital Resources

Our cash balances are held in numerous locations throughout the world, of which we hold approximately $117.2 million of cash, cash equivalents and short-term investments in our foreign subsidiaries as of March 31, 2015. Amounts held outside of the United States are utilized to support non-U.S. liquidity needs. Our ongoing cash flows and external borrowings in the United States are expected to be sufficient to meet our primary operating liquidity needs, in the United States, for at least twelve (12) months following this report.

We have provided for the United States federal tax liability on the post-acquisition and pre-merger earnings and profits of the former IGATE Computer (currently merged with IGATE Global). The Company intends to use the remaining accumulated and future earnings of merged entities as well as other foreign subsidiaries to expand operations outside the United States and accordingly, undistributed earnings and profits are deemed permanently reinvested. However, if our intent is to change and we elect to repatriate such undistributed foreign earnings back to United States, it could result in additional income tax payments in future years. We estimate the potential tax liability relating to the repatriation of such undistributed foreign earnings to be approximately $236 million as of March 31, 2015.

The following table summarizes the sources and uses of cash from our condensed consolidated statements of cash flow (in thousands):

	Three Months Ended March 31,
	2015			2014
Net cash provided by operating activities	$	346		$	17,174
Net cash provided by investing activities		6,530			12,373
Net cash provided by (used in) financing activities		(18,870	)		4,790
Effect of exchange rate changes		(3,476	)		(1,229	)
Net change in cash and cash equivalents	$	(15,470	)	$	33,108

Cash from Operations

Our largest source of operating cash flows is cash collections from our customers for different information technology services we render under various Statements of Work. Our primary uses of cash from operating activities are for personnel related expenditures, leased facilities and taxes.

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Net cash provided by operating activities decreased by $16.8 million for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014, primarily due to increases in accounts receivable and unbilled revenues and prepaid expenses and other assets resulting from an increased business.

Investing Activities

Cash provided by investing activities for the three months ended March 31, 2015 was $6.5 million as compared to $12.4 million for the three months ended March 31, 2014.

Our investment portfolio and other investments decreased by $26.4 million for the three months ended March 31, 2015 as compared to $28.3 million for the three months ended March 31, 2014.

Capital expenditures were $19.9 million and $16.0 million for the three months ended March 31, 2015 and 2014, respectively. Significant portions of the capital expenditures were due to the expansion of our campus facilities located in our Indian centers.

Financing Activities

Cash used in financing activities was $18.9 million for the three months ended March 31, 2015 as compared to cash provided by financing activities of $4.8 million for the three months ended March 31, 2014.

During the three months ended March 31, 2015, we entered into arrangements for an unsecured revolving working credit facility with JP Morgan Chase Bank, N.A and The Hongkong and Shangai Banking Corporation Limited (“HSBC”) for a maximum aggregate principal amount of $50 million and $20 million, with the overall borrowing not exceeding the overall limit of $70 million. As of March 31, 2015, we borrowed $27 million against these facilities. We paid $27 million against an unsecured revolving working credit facility undertaken from a bank as we entered into similar arrangements with other banks to avail operational flexibility. We also paid $20 million against a revolver credit facility which was availed for our working capital requirements.

The net proceeds from the exercise of employee stock options were $1.1 million and $2.3 million for the three months ended March 31, 2015 and 2014, respectively.

Our primary future cash requirements will be to fund working capital, debt service, capital expenditures, and benefit obligations. In addition to our working capital requirements, we expect our primary cash requirements for 2015 to be as follows:

• Debt service—We expect to make payments of approximately $14.9 million during the remaining of 2015 for interest associated with Senior Notes and bank borrowings.

• Capital expenditures—We expect to spend approximately $55 million for new and existing facility expansion and new hardware and software during the remaining of 2015. Of this, we have open purchase obligations of $24.5 million towards construction of new facilities and purchase of property and equipment. We will fund all capital expenditures through a combination of available cash reserves and short term investments and expect to fund the costs of future expansion through our net cash flows provided by operations.

We and our subsidiaries may from time to time seek to retire or purchase our outstanding debt (including publicly issued debt) through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Future Sources of Liquidity

We expect our primary source of cash to be positive net cash flows provided by operating activities. Further, we continue to focus on cost reductions and have initiated steps to reduce overheads and provide cash savings.

The Company currently has four revolving credit facilities providing for borrowings of up to an aggregate of $145 million subject to certain contractual limitations. As of March 31, 2015, we had borrowed $107 million under the revolving credit facilities. The revolving credit facilities include other conditions that, if not complied with, could restrict our availability to borrow.

The Indenture governing our Senior Notes and our credit agreements contain various covenants which are subject to a number of limitations and exceptions. The Indenture governing the Notes requires us to comply with a Consolidated Total Leverage Ratio, Consolidated Total Secured Leverage Ratio and a Fixed Charge Coverage Ratio when certain events occur. These ratios are based on

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what we refer to as “Adjusted EBITDA”, which is defined under “Use of non-GAAP Financial Measures” in this Form 10 K. Non- compliance with such covenants could affect our liquidity. We are currently in compliance with all covenants associated with our borrowings. The specific covenants and related definitions can be found in the Indenture and credit agreements, each of which are filed with the SEC.

For more information on the revolving credit facilities and the restrictions on borrowing there under, please refer to Note 4, Line of Credit, Note 5, Term Loans and Note 6, Senior Notes to our audited consolidated financial statements included elsewhere in this Form 10-Q.

In order to meet our cash needs we may, from time to time borrow under our credit facilities or issue long term or short-term debt or equity, if the market and our credit facilities and the indentures governing our notes permit us to do so. For more information on the income tax consequences of the repatriation of the earnings of our foreign subsidiaries, please refer to the disclosure provided in Liquidity and Capital Resources included in this Form 10 Q. We regularly evaluate market conditions, our liquidity profile, and various financing alternatives for opportunities to enhance our capital structure.

Based on past performance and current expectations, we expect our existing cash, cash equivalents and short-term investments of $147.2 million as of March 31, 2015, and our ongoing cash flows and external borrowings to be sufficient to meet our operating liquidity requirements described above for at least the twelve (12) months following this report.

Debt Service Obligations

As of March, 31, 2015, principal payments due under our indebtedness were $666 million, excluding capital lease obligations of $1.3 million. Our interest expense for the three months ended March 31, 2015 was $6.3 million.

Our leverage requires that a substantial portion of our cash flows from operations be dedicated to the payment of principal and interest on our indebtedness. We continually monitor our exposure to the risk of increased interest rates as portions of our borrowings under our credit facilities are at variable rates of interest.

The Company has made all scheduled payments timely under the indenture governing its Senior Notes, and the revolving credit facilities.

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, 2014. 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 Indian Rupee. The fair value of foreign exchange contracts is subject to changes in foreign currency exchange rates.

As of March 31, 2015, the potential gain or loss in the fair value of the Company’s outstanding foreign exchange derivative contracts assuming hypothetical 10%, 5%, 2% and 1% fluctuations in currency rates would be approximately:

	Valuation given X% decrease												Fair Value as of March 31, 2015		Valuation given X% increase
Currency fluctuation %		(10	%)		(5	%)		(2	%)		(1	%)		—		1	%		2	%		5	%		10	%
Derivative Instruments	$	40.2		$	23.5		$	14.4		$	11.4		$	8.5	$	5.7		$	2.9		$	(5.0	)	$	(17.4	)

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

According to Gartner Inc.(Source: Gartner Forecast Alert: IT Spending, Worldwide, 1Q15 Update, ID Number: G00272893), an IT research and advisory company, the IT Services industry worldwide IT spending is forecasted to total $942 billion in 2015, a 0.6 % decrease from 2014 spending of nearly $948 billion.

(Disclaimer: The Gartner Report described herein, represent(s) data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (“Gartner”), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Report) and the opinions expressed in the Gartner Report(s) are subject to change without notice.)

As the global economic recovery continues modest growth in IT spending is expected. However, uncertainties surrounding the prospects for a more substantial upturn in global economic growth remain hindrances to the enhanced growth in IT spending. This uncertainty has caused pessimistic business and consumer sentiment throughout the world and led to a reduction in IT outsourcing specifically in collocation, hosting and data center outsourcing. In response, the industry is aggressively pursuing innovations involving cloud computing services that it expects to stimulate demand beyond the modest growth experienced in recent years. Industry players are also aggressively pursuing mergers and acquisitions to stimulate growth. We believe that our business model is somewhat diversified, both geographically and operationally as we serve both IT and IT-enabled solutions. We also believe that our strategy of a global delivery model positions us well to provide a greater breadth of services, expertise and solutions in catering to market needs and opportunities.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our 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, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 Rules 13a-15(b) and 15d-15(b). Based upon, and as of the date of this evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below, together with the other information contained in this report, including our financial statements and the related notes appearing in this report. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition and cash flows and if so our future prospects would likely be materially and adversely affected. If any of such events were to happen, the trading price of our common stock could decline, and you could lose all or part of your investment. You should understand that it is not possible to predict or identify all such risks. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties and should be read in conjuction with the risk factors and information disclosed in the Form 10-K.

We face risks related to the Merger of the Company with an entity formed by Cap Gemini that could have a material adverse impact on our business, financial condition, financial results, and stock price.

Completion of the Merger is subject to the satisfaction of various conditions, including the receipt of approval from government or regulatory agencies. There is no assurance that all of the various conditions will be satisfied, or that the Merger will be completed on the proposed terms, within the expected timeframe, or at all. The Merger gives rise to other inherent risks including:

• legal or regulatory proceedings, the ability of Cap Gemini to obtain the necessary financing in connection with the Merger, or other matters that affect the timing or ability to complete the transaction as contemplated;

• the possibility of disruption to our business from the Merger, including increased costs as well as diversion of management time and resources;

• difficulties maintaining business and operational relationships, including relationships with customers, suppliers, and other business partners because of the uncertainty relating to our ability to perform contracts and the completion of the proposed merger;

• litigation relating to the Merger;

• the inability to retain key personnel pending consummation of the Merger;

• the inability to pursue alternative business opportunities or make appropriate changes to our business because of requirements in the Merger Agreement that we conduct our business only in the ordinary course and not take certain specified actions prior to the completion of the Merger;

• the requirement to pay a termination fee of $161.3 million if the Company terminates the Merger Agreement under certain circumstances, including to enter into a superior proposal, as defined in the Merger Agreement;

• the risk that the Merger is not completed, which could lead to the loss of or damage to business relationships with customers, suppliers and other business partners, a decline in investor confidence, the failure to retain key personnel, a reduction in profitability due to costs incurred in connection with the Merger, and shareholder litigation, and a decline in the market price of the Company’s stock.

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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.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 6th day of May 2015.

	IGATE CORPORATION
May 6, 2015	/s/ ASHOK VEMURI
	Ashok Vemuri President, Chief Executive Officer and Director
	/s/ SUJIT SIRCAR
	Sujit Sircar Chief Financial Officer and Chief Accounting Officer

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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.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

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