Companies today are attempting to lower costs and increase their staffing flexibility by taking some [or even all] of their development activities overseas. Simultaneously, many of these same organizations are exploring agile development practices in an effort to increase quality and to improve project performance. This report explores the intersection of these two significant trends common in today’s software development organizations. We will show how our team built an effective agile offshore development capability, what we learned along the way, and what we would do differently next time around.