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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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

For the quarterly period ended September 30, 2007

OR



| ̈ | 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 000-26933



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LIONBRIDGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 04-3398462                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

1050 Winter Street, Waltham, MA 02451

(Address of Principal Executive Offices)

Registrants Telephone Number, Including Area Code: 781-434-6000



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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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer ̈Accelerated filer  x    Non-accelerated filer ̈

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 outstanding of the registrants common stock, par value $0.01 per share, as of October 31, 2007 was 60,724,755.



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LIONBRIDGE TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

TABLE OF CONTENTS



|                              |  |                                                                                                                             |  |     
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                             |  | Page
|PART I: FINANCIAL INFORMATION |  |                                                                                                                            
|                              |  |                                                                                                                            
|ITEM 1                        |  | Condensed Consolidated Financial Statements:                                                                                |  |     
|                              |  |                                                                                                                            
|                              |  | Condensed Consolidated Balance Sheets as of September 30, 2007 (unaudited) and December 31, 2006                            |  | 3   
|                              |  |                                                                                                                            
|                              |  | Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2007 and 2006 |  | 4   
|                              |  |                                                                                                                            
|                              |  | Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2007 and 2006           |  | 5   
|                              |  |                                                                                                                            
|                              |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                            |  | 6   
|                              |  |                                                                                                                            
|ITEM 2                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                       |  | 13  
|                              |  |                                                                                                                            
|ITEM 3                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                                  |  | 24  
|                              |  |                                                                                                                            
|ITEM 4                        |  | Controls and Procedures                                                                                                     |  | 25  
|                              | 
|PART II: OTHER INFORMATION    |  |                                                                                                                            
|                              |  |                                                                                                                            
|ITEM 1                        |  | Legal Proceedings                                                                                                           |  | 26  
|                              |  |                                                                                                                            
|ITEM 1A                       |  | Risk Factors                                                                                                                |  | 27  
|                              |  |                                                                                                                            
|ITEM 2                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                 |  | 27  
|                              |  |                                                                                                                            
|ITEM 6                        |  | Exhibits                                                                                                                    |  | 27  
|                              | 
|SIGNATURE                     |  | 28                                                                                                                         
|                              | 
|EXHIBIT INDEX                 |  | 28                                                                                                                         



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Consolidated Financial Statements
|------- | ---------------------------------

LIONBRIDGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)



|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ----------------- | - | -------- | -
|                                                                                                                                                                                |  | September 30, 2007 |          |   | December 31, 2006 |  
|                                                                                                                                                                                |  | (unaudited)        |          |   |                   |  
|ASSETS                                                                                                                                                                          |  |                    |          |   |                   |   |          |  
|Current assets:                                                                                                                                                                 |  |                    |          |   |                   |   |          |  
|Cash and cash equivalents                                                                                                                                                       |  | $                  | 31,371   |   |                   | $ | 27,354   |  
|Accounts receivable, net of allowance of $710 and $728 at September 30, 2007 and December 31, 2006, respectively                                                                |  |                    | 83,641   |   |                   |   | 72,940   |  
|Work in process                                                                                                                                                                 |  |                    | 29,895   |   |                   |   | 29,311   |  
|Other current assets                                                                                                                                                            |  |                    | 12,873   |   |                   |   | 7,153    |  
|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  
|Total current assets                                                                                                                                                            |  |                    | 157,780  |   |                   |   | 136,758  |  
|Property and equipment, net                                                                                                                                                     |  |                    | 13,508   |   |                   |   | 13,032   |  
|Goodwill                                                                                                                                                                        |  |                    | 131,044  |   |                   |   | 131,044  |  
|Other intangible assets, net                                                                                                                                                    |  |                    | 30,554   |   |                   |   | 36,894   |  
|Other assets                                                                                                                                                                    |  |                    | 8,051    |   |                   |   | 3,772    |  
|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  
|Total assets                                                                                                                                                                    |  | $                  | 340,937  |   |                   | $ | 321,500  |  
|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                            |  |                    |          |   |                   |   |          |  
|Current liabilities:                                                                                                                                                            |  |                    |          |   |                   |   |          |  
|Short-term debt and current portion of long-term debt                                                                                                                           |  | $                  | 314      |   |                   | $ | 355      |  
|Accounts payable                                                                                                                                                                |  |                    | 21,372   |   |                   |   | 18,730   |  
|Accrued compensation and benefits                                                                                                                                               |  |                    | 19,139   |   |                   |   | 18,282   |  
|Accrued outsourcing                                                                                                                                                             |  |                    | 14,091   |   |                   |   | 10,645   |  
|Accrued merger and restructuring                                                                                                                                                |  |                    | 1,366    |   |                   |   | 1,507    |  
|Income taxes payable                                                                                                                                                            |  |                    | 5,880    |   |                   |   | 4,199    |  
|Accrued expenses and other current liabilities                                                                                                                                  |  |                    | 10,880   |   |                   |   | 13,564   |  
|Deferred revenue                                                                                                                                                                |  |                    | 11,775   |   |                   |   | 8,583    |  
|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  
|Total current liabilities                                                                                                                                                       |  |                    | 84,817   |   |                   |   | 75,865   |  
|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  
|Long-term debt, less current portion                                                                                                                                            |  |                    | 71,809   |   |                   |   | 77,855   |  
|Deferred income taxes, long-term                                                                                                                                                |  |                    | 8,052    |   |                   |   | 7,685    |  
|Income tax reserves                                                                                                                                                             |  |                    | 5,407    |   |                   |   |         |  
|Other long-term liabilities                                                                                                                                                     |  |                    | 3,894    |   |                   |   | 3,407    |  
|Contingencies (Note 10)                                                                                                                                                         |  |                    |          |   |                   |   |          |  
|Stockholders equity:                                                                                                                                                           |  |                    |          |   |                   |   |          |  
|Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding                                                                                 |  |                    |         |   |                   |   |         |  
|Common stock, $0.01 par value; 100,000,000 shares authorized; 60,747,805 and 60,089,130 shares issued and outstanding at September 30,
2007 and December 31, 2006, respectively |  |                    | 608      |   |                   |   | 601      |  
|Additional paid-in capital                                                                                                                                                      |  |                    | 262,475  |   |                   |   | 257,077  |  
|Accumulated deficit                                                                                                                                                             |  |                    | (108,136 | ) |                   |   | (107,704 | )
|Accumulated other comprehensive income                                                                                                                                          |  |                    | 12,011   |   |                   |   | 6,714    |  
|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  
|Total stockholders equity                                                                                                                                                      |  |                    | 166,958  |   |                   |   | 156,688  |  
|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  
|Total liabilities and stockholders equity                                                                                                                                      |  | $                  | 340,937  |   |                   | $ | 321,500  |  
|                                                                                                                                                                                |  |                    |          |   |                   |   |          |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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LIONBRIDGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in thousands,
except per share data)



|                                                                            |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|--------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | -------
|                                                                            |  | Three Months Ended September 30, |         |   | Nine Months Ended September 30,
|                                                                            |  | 2007                             |         |   | 2006                            |   |         | 2007 |  |   | 2006   
|Revenue                                                                     |  | $                                | 111,544 |   |                                 | $ | 107,964 |      |  | $ | 334,751 |   |  | $ | 317,612
|Operating expenses:                                                         |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Cost of revenue (exclusive of depreciation and amortization included below) |  |                                  | 74,820  |   |                                 |   | 72,445  |      |  |   | 221,844 |   |  |   | 209,219
|Sales and marketing                                                         |  |                                  | 7,729   |   |                                 |   | 7,274   |      |  |   | 24,251  |   |  |   | 22,463 
|General and administrative                                                  |  |                                  | 20,807  |   |                                 |   | 18,882  |      |  |   | 62,708  |   |  |   | 55,664 
|Research and development                                                    |  |                                  | 851     |   |                                 |   | 689     |      |  |   | 2,353   |   |  |   | 2,173  
|Depreciation and amortization                                               |  |                                  | 1,300   |   |                                 |   | 1,323   |      |  |   | 3,918   |   |  |   | 4,228  
|Amortization of acquisition-related intangible assets                       |  |                                  | 2,113   |   |                                 |   | 2,177   |      |  |   | 6,340   |   |  |   | 6,529  
|Merger, restructuring and other charges                                     |  |                                  | 359     |   |                                 |   | 2,055   |      |  |   | 1,609   |   |  |   | 3,466  
|                                                                            |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Total operating expenses                                                    |  |                                  | 107,979 |   |                                 |   | 104,845 |      |  |   | 323,023 |   |  |   | 303,742
|                                                                            |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Income from operations                                                      |  |                                  | 3,565   |   |                                 |   | 3,119   |      |  |   | 11,728  |   |  |   | 13,870 
|Interest expense:                                                           |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Interest on outstanding debt                                                |  |                                  | 1,324   |   |                                 |   | 1,984   |      |  |   | 4,130   |   |  |   | 5,890  
|Amortization of deferred financing costs and discount on debt               |  |                                  | 48      |   |                                 |   | 257     |      |  |   | 143     |   |  |   | 717    
|Interest income                                                             |  |                                  | 164     |   |                                 |   | 146     |      |  |   | 489     |   |  |   | 332    
|Other expense, net                                                          |  |                                  | 1,335   |   |                                 |   | 1,091   |      |  |   | 2,424   |   |  |   | 2,236  
|                                                                            |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Income (loss) before income taxes                                           |  |                                  | 1,022   |   |                                 |   | (67     | )    |  |   | 5,520   |   |  |   | 5,359  
|Provision for income taxes                                                  |  |                                  | 1,688   |   |                                 |   | 866     |      |  |   | 5,767   |   |  |   | 4,297  
|                                                                            |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Net income (loss)                                                           |  | $                                | (666    | ) |                                 | $ | (933    | )    |  | $ | (247    | ) |  | $ | 1,062  
|                                                                            |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Net income (loss) per share of common stock:                                |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Basic                                                                       |  | $                                | (0.01   | ) |                                 | $ | (0.02   | )    |  | $ | 0.00    |   |  | $ | 0.02   
|Diluted                                                                     |  | $                                | (0.01   | ) |                                 | $ | (0.02   | )    |  | $ | 0.00    |   |  | $ | 0.02   
|Weighted average number of common shares outstanding:                       |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |        
|Basic                                                                       |  |                                  | 59,614  |   |                                 |   | 59,062  |      |  |   | 59,496  |   |  |   | 58,931 
|Diluted                                                                     |  |                                  | 59,614  |   |                                 |   | 59,062  |      |  |   | 59,496  |   |  |   | 60,784 

The accompanying notes are an integral part of the condensed consolidated financial statements.



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LIONBRIDGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)



|                                                                                         |  |                                 |         |   |      |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                         |  | Nine Months Ended September 30, |        
|                                                                                         |  | 2007                            |         |   | 2006 |  
|Cash flows from operating activities:                                                    |  |                                 |         |   |      |   |         |  
|Net income (loss)                                                                        |  | $                               | (247    | ) |      | $ | 1,062   |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                                 |         |   |      |   |         |  
|Stock-based compensation                                                                 |  |                                 | 5,451   |   |      |   | 4,347   |  
|Amortization of deferred financing charges and discount on debt                          |  |                                 | 143     |   |      |   | 717     |  
|Depreciation and amortization                                                            |  |                                 | 3,918   |   |      |   | 4,228   |  
|Amortization of acquisition-related intangible assets                                    |  |                                 | 6,340   |   |      |   | 6,529   |  
|Deferred income taxes                                                                    |  |                                 | 250     |   |      |   | 586     |  
|Net realized and unrealized foreign currency gain on forward contracts                   |  |                                 | (1,848  | ) |      |   |        |  
|Other                                                                                    |  |                                 | 97      |   |      |   | 65      |  
|Changes in operating assets and liabilities, net of effects of acquisitions:             |  |                                 |         |   |      |   |         |  
|Accounts receivable                                                                      |  |                                 | (6,638  | ) |      |   | 4,087   |  
|Work in process                                                                          |  |                                 | 769     |   |      |   | (9,249  | )
|Other current assets                                                                     |  |                                 | (5,535  | ) |      |   | (1,078  | )
|Other assets                                                                             |  |                                 | (4,022  | ) |      |   | 222     |  
|Accounts payable                                                                         |  |                                 | 2,180   |   |      |   | 4,961   |  
|Income tax payable                                                                       |  |                                 | 2,153   |   |      |   | (462    | )
|Accrued compensation and benefits                                                        |  |                                 | (1,774  | ) |      |   | 3,386   |  
|Accrued outsourcing                                                                      |  |                                 | 2,752   |   |      |   | 2,266   |  
|Accrued merger and restructuring                                                         |  |                                 | (267    | ) |      |   | (785    | )
|Accrued expenses and other liabilities                                                   |  |                                 | 2,283   |   |      |   | (8,157  | )
|Deferred revenue                                                                         |  |                                 | 2,684   |   |      |   | (3,078  | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net cash provided by operating activities                                                |  |                                 | 8,689   |   |      |   | 9,647   |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Cash flows from investing activities:                                                    |  |                                 |         |   |      |   |         |  
|Purchases of property and equipment                                                      |  |                                 | (3,777  | ) |      |   | (2,862  | )
|Proceeds from sale of property and equipment                                             |  |                                 |        |   |      |   | 11      |  
|Purchase price adjustment for businesses acquired                                        |  |                                 |        |   |      |   | 2,515   |  
|Net proceeds from foreign currency forward contracts                                     |  |                                 | 1,760   |   |      |   |        |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net cash used in investing activities                                                    |  |                                 | (2,017  | ) |      |   | (336    | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Cash flows from financing activities:                                                    |  |                                 |         |   |      |   |         |  
|Proceeds from issuance of short-term debt                                                |  |                                 | 15,100  |   |      |   | 9,500   |  
|Payments of short-term debt                                                              |  |                                 | (15,183 | ) |      |   | (9,500  | )
|Payments of long-term debt                                                               |  |                                 | (6,000  | ) |      |   | (14,252 | )
|Proceeds from issuance of common stock under stock option plans                          |  |                                 | 354     |   |      |   | 1,130   |  
|Proceeds from issuance of capital lease obligations                                      |  |                                 | 260     |   |      |   |        |  
|Payments of capital lease obligations                                                    |  |                                 | (233    | ) |      |   | (79     | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net cash used in financing activities                                                    |  |                                 | (5,702  | ) |      |   | (13,201 | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                     |  |                                 | 970     |   |      |   | (3,890  | )
|Effects of exchange rate changes on cash and cash equivalents                            |  |                                 | 3,047   |   |      |   | 620     |  
|Cash and cash equivalents at beginning of period                                         |  |                                 | 27,354  |   |      |   | 25,147  |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                               |  | $                               | 31,371  |   |      | $ | 21,877  |  
|                                                                                         |  |                                 |         |   |      |   |         |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the accounts of Lionbridge Technologies, Inc. and its wholly owned
subsidiaries (collectively, Lionbridge or the Company). These financial statements are unaudited. However, in the opinion of management, the consolidated financial statements include all adjustments, all of a normal nature,
necessary for their fair presentation. Interim results are not necessarily indicative of results expected for a full year. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form
10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of the operations, financial position and cash flows of the Company in conformity with U.S. generally accepted accounting principles. These
statements should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2006.

The
Companys preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Estimates are used when accounting for collectibility of receivables, calculating service
revenue using a percentage-of-completion assessment and valuing intangible assets, deferred tax assets and net assets of businesses acquired. Actual results could differ from these estimates.

2. STOCKHOLDERS EQUITY AND STOCK-BASED COMPENSATION

Stock
Option Plans

The Company has stock-based compensation plans for salaried employees and non-employee members of the Board of Directors.
The plans provide for discretionary grants of stock options, restricted stock and stock units, and other stock-based awards. The plans are administered by the Nominating and Compensation Committee of the Board of Directors, which consists of
non-employee directors.

In November 2005, the stockholders of Lionbridge Technologies, Inc. approved the Lionbridge 2005 Incentive Plan
(the 2005 Plan), which had been previously adopted by the Lionbridge Board of Directors on October 7, 2005, for officers, employees, non-employee directors and other key persons of Lionbridge and its subsidiaries. The 2005 Plan was
amended on May 21, 2007, to adjust the vesting schedule of future automatic equity grants to non-employee directors of the Company from four years to two years. The maximum number of shares of common stock available for issuance under the 2005
Plan is 4,000,000 shares. At September 30, 2007, there were 344,254 options available for future grant under the 2005 Plan. Options to purchase common stock are granted at the discretion of the Board of Directors and the Nominating and
Compensation Committee. Generally, stock options vest over a four-year period: 25% of the option shares vest one year from the date of grant and the remaining option shares vest at the rate of 12.5% each six month period thereafter. Stock options
generally expire five years from the date of grant under the 2005 Plan. Under the terms of the 2005 Plan, the exercise price of incentive and non-qualified stock option grants must not be less than 100% of the fair market value of the common stock
on the date of grant. Options are amortized using a straight line basis over the option vesting period. In the nine months ended September 30, 2007, Lionbridge awarded 1,242,500 stock option grants under the 2005 Plan.

Lionbridges 1998 Stock Plan (the Plan) provides for the issuance of incentive and nonqualified stock options. The maximum number of
shares of common stock available for issuance under the Plan is 11,722,032 shares. At September 30, 2007 there were 1,261,762 options available for future grant under the Plan. Options to purchase common stock are granted at the discretion of
the Board of Directors and the Nominating and Compensation Committee. Generally, stock options vest over a four-year period: 25% of the option shares vest one year from the date of grant and the remaining option shares vest at the rate of 12.5% each
six month period thereafter. Stock options generally expire ten years (five years in certain cases) from the date of grant under the Plan. Under the terms of the Plan, the exercise price of incentive stock options granted must not be less than 100%
(110% in certain cases) of the fair market value of the common stock on the date of grant, as determined by the Board of Directors. The exercise price of nonqualified stock options may be less than the fair market value of the common stock on the
date of grant, as determined by the Board of Directors, but in no case may the exercise price be less than the statutory minimum, the par value per share of Lionbridges common stock. In the nine months ended September 30, 2007, Lionbridge
did not award any stock option grants under the 1998 Plan.



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Restricted Stock Awards

On September 17, 2007, Lionbridge issued 60,000 shares of restricted common stock with a fair market value of $218,000 for which restrictions on disposition lapse over four years from the date of grant on each
anniversary date. On August 27, 2007, Lionbridge issued 7,500 shares of restricted common stock with a fair market value of $31,000 for which restrictions on disposition lapse over four years from the date of grant on each anniversary date. On
August 15, 2007, Lionbridge issued 3,000 shares of restricted common stock with a fair market value of $13,000 for which restrictions on disposition lapse over four years from the date of grant on each anniversary date. On May 21, 2007,
Lionbridge issued 20,625 restricted stock units with a fair market value of $125,000 for which restrictions on disposition lapse over thirteen months from the date of grant on each anniversary date. On May 1, 2007, Lionbridge issued 104,500
shares of restricted common stock and 182,500 restricted stock units with a fair market value of $1.4 million for which restrictions on disposition lapse over four years from the date of grant on each anniversary date. On April 24, 2007,
Lionbridge issued 3,000 shares of restricted common stock with a fair market value of $16,000 for which restrictions on disposition lapse over four years from the date of grant on each anniversary date. On February 15, 2007, Lionbridge issued
231,500 shares of restricted common stock with a fair market value of $1.3 million for which restrictions on disposition lapse over four years from the date of grant on each anniversary date. Also on February 15, 2007, Lionbridge issued 84,475
shares of restricted common stock with a fair market value of $485,000 for which restrictions on disposition lapse over two years from the date of grant on each anniversary date. Lionbridge issued 612,625 and 84,475 shares of restricted common stock
and restricted stock units under the Companys 2005 Incentive Plan and the 1998 Stock Plan, respectively, in the nine-month period ended September 30, 2007.

The Company recognizes expense for stock options, market-based restricted stock awards and time-based restricted stock awards pursuant to the guidance of Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standards (SFAS) No. 123, Share-Based Payment (SFAS 123R). Total compensation expense related to stock options, market-based restricted stock awards and time-based restricted
stock awards was $1.7 million and $1.6 million for the three-month periods ended September 30, 2007 and 2006, respectively and $5.5 million and $4.3 million for the nine-month periods ended September 30, 2007 and 2006, respectively,
classified in the statement of operations line items as follows:



|                                       |  |                                  |           |                                 |   |           |  |      |           |  |   |          
|-------------------------------------- |  | -------------------------------- | --------- | ------------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                                       |  | Three Months Ended September 30, |           | Nine Months Ended September 30,
|                                       |  | 2007                             |           | 2006                            |   | 2007      |  | 2006
|Cost of revenue                        |  | $                                | 45,000    |                                 | $ | 37,000    |  | $    | 106,000   |  | $ | 125,000  
|Sales and marketing                    |  |                                  | 267,000   |                                 |   | 298,000   |  |      | 853,000   |  |   | 852,000  
|General and administrative             |  |                                  | 1,343,000 |                                 |   | 1,235,000 |  |      | 4,381,000 |  |   | 3,300,000
|Research and development               |  |                                  | 39,000    |                                 |   | 26,000    |  |      | 111,000   |  |   | 70,000   
|                                       |  |                                  |           |                                 |   |           |  |      |           |  |   |          
|Total stock-based compensation expense |  | $                                | 1,694,000 |                                 | $ | 1,596,000 |  | $    | 5,451,000 |  | $ | 4,347,000
|                                       |  |                                  |           |                                 |   |           |  |      |           |  |   |          

3. DEBT

On December 21, 2006, the Company entered into a revolving credit facility (the Credit Agreement) with HSBC Bank USA, National Association. The Credit Agreement was subsequently amended on
January 22, 2007 to add certain additional non-U.S. subsidiaries of the Company as Borrowers or Guarantors. The Credit Agreement replaced the Companys Term Loan B and Revolving Credit Facility with Wachovia Bank, National Association that
had been in place since September 1, 2005. The Credit Agreement provides for a five-year $100.0 million revolving credit facility. At September 30, 2007, $71.7 million was outstanding with an interest rate of 6.6%.

4. COMPREHENSIVE INCOME (LOSS)

Total comprehensive
income (loss) consists of net income (loss) and the net change in foreign currency translation adjustment, which is the primary component of accumulated other comprehensive income. Total comprehensive income was $3.2 million and $5.1 million for the
three and nine-month periods ended September 30, 2007, respectively. Total comprehensive loss was $10,000 for the three-month period ended September 30, 2006 and total comprehensive income for the nine-month period ended September 30,
2006 was $4.3 million.

5. NET INCOME (LOSS) PER SHARE

Basic earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. For the purposes of calculating diluted earnings per share, the denominator
includes both the weighted average number of shares of common stock outstanding and the number of dilutive common stock equivalents such as stock options, unvested restricted stock and warrants, as determined using the treasury stock method.



7



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Shares used in calculating basic and diluted earnings per share for the three and nine-month periods
ended September 30, 2007 and 2006, respectively, are as follows:



|                                                                                     |  |                                  |  |                                 |  |            |  |           
|------------------------------------------------------------------------------------ |  | -------------------------------- |  | ------------------------------- |  | ---------- |  | ----------
|                                                                                     |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|                                                                                     |  | 2007                             |  | 2006                            |  | 2007       |  | 2006      
|Weighted average number of shares of common stock outstandingbasic                  |  | 59,614,000                       |  | 59,062,000                      |  | 59,496,000 |  | 58,931,000
|Dilutive common stock equivalents relating to options, restricted stock and warrants |  |                                 |  |                                |  |           |  | 1,853,000 
|                                                                                     |  |                                  |  |                                 |  |            |  |           
|Weighted average number of shares of common stock outstandingdiluted                |  | 59,614,000                       |  | 59,062,000                      |  | 59,496,000 |  | 60,784,000
|                                                                                     |  |                                  |  |                                 |  |            |  |           

Options, unvested restricted stock and warrants to purchase 7,867,000 and 6,567,000 shares of
common stock for the three-month periods ended September 30, 2007 and 2006, respectively, and 7,382,000 and 3,021,000 for the nine-month periods ended September 30, 2007 and 2006, respectively, were not included in the calculation of
diluted net income per share, as their effect would be anti-dilutive.

6. MERGER, RESTRUCTURING AND OTHER CHARGES

During the nine-month period ended September 30, 2007 Lionbridge recorded $1.6 million of restructuring and other charges. The $1.6 million of
restructuring and other charges recorded in the nine-month period ended September 30, 2007 included $1.0 million for workforce reductions in Europe and South America consisting of sixteen technical and seven administrative staff, $157,000
recorded for vacated facilities, $121,000 of additional costs recorded for a previously vacated facility in order to reflect a new sublease arrangement, recorded pursuant to the guidance in FASB Statement of Financial Accounting Standards
No. 146, Accounting for Costs associated with Exit or Disposal Activities(SFAS No. 146), and related literature, and $288,000 of other charges, principally expenses related to integrating financial systems
used by the acquired Bowne Global Solutions (BGS) sites to a common general ledger financial system. Of these charges, $1.2 million related to the Companys Global Language and Content (GLC) segment, $92,000 related to
the Global Development and Testing (GDT) segment and $288,000 related to Corporate and Other. The Company made $2.0 million of cash payments in the nine-month period ended September 30, 2007, $1.6 million and $321,000 related to the
GLC and GDT segments, respectively.

During the nine-month period ended September 30, 2006 Lionbridge recorded $3.5 million of
restructuring and other charges. The $3.5 million recorded in the nine-month period ended September 30, 2006 included $1.5 million for workforce reductions in Europe and the U.S. consisting of forty-three technical, four sales and two
administrative staff, $301,000 for anticipated losses on vacated facilities, a $25,000 reduction of anticipated costs recorded in a prior period on a vacated facility in order to reflect a new sublease arrangement, recorded pursuant to the guidance
in SFAS No. 146 and $1.7 million of other charges, principally professional services fees, related to the integration of BGS. Of these charges, $1.2 million related to the Companys GDT segment, $870,000 related to the GLC segment and $1.3
million related to Corporate and Other. Of the $5.9 million of cash payments in the nine-month period ended September 30, 2006, $4.5 million and $1.3 million related to the GLC and GDT segments, respectively, and $30,000 related to Corporate
and Other.



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The following table summarizes the accrual activity for the nine months ended September 30, 2007 and
2006, respectively, by initiative:



|                                                                                   |  |      |           |   |      |   |            |  
|---------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ---------- | -
|                                                                                   |  | 2007 |           |   | 2006 |  
|Beginning balance, January 1                                                       |  | $    | 2,388,000 |   |      | $ | 4,210,000  |  
|Employee severance:                                                                |  |      |           |   |      |   |            |  
|Merger and restructuring charges recorded (1)                                      |  |      | 1,043,000 |   |      |   | 1,521,000  |  
|Liabilities assumed and recorded on business combinations (2)                      |  |      |          |   |      |   | 2,670,000  |  
|Cash payments related to liabilities assumed and recorded on business combinations |  |      | (3,000    | ) |      |   | (2,630,000 | )
|Cash payments related to liabilities recorded on exit or disposal activities       |  |      | (699,000  | ) |      |   | (1,877,000 | )
|                                                                                   |  |      |           |   |      |   |            |  
|                                                                                   |  |      | 341,000   |   |      |   | (316,000   | )
|                                                                                   |  |      |           |   |      |   |            |  
|Vacated facility/Lease termination:                                                |  |      |           |   |      |   |            |  
|Merger and restructuring charges recorded (1)                                      |  |      | 157,000   |   |      |   | 301,000    |  
|Liabilities assumed and recorded on business combinations (2)                      |  |      |          |   |      |   | 262,000    |  
|Revision of estimated liabilities                                                  |  |      | 121,000   |   |      |   | (25,000    | )
|Cash payments related to liabilities assumed and recorded on business combinations |  |      | (410,000  | ) |      |   | (721,000   | )
|Cash payments related to liabilities recorded on exit or disposal activities       |  |      | (855,000  | ) |      |   | (640,000   | )
|                                                                                   |  |      |           |   |      |   |            |  
|                                                                                   |  |      | (987,000  | ) |      |   | (823,000   | )
|                                                                                   |  |      |           |   |      |   |            |  
|Ending balance, September 30                                                       |  | $    | 1,742,000 |   |      | $ | 3,071,000  |  
|                                                                                   |  |      |           |   |      |   |            |  

---

|(1) | Charges recorded pursuant to the guidance in SFAS No. 146 and related literature.
|--- | ---------------------------------------------------------------------------------

|(2) | Liabilities assumed and recorded pursuant to the guidance in EITF 95-3 and related literature.
|--- | ----------------------------------------------------------------------------------------------

At September 30, 2007, the Companys consolidated balance sheet includes accruals totaling $1.7 million primarily related to employee
termination costs and vacated facilities. Lionbridge currently anticipates that $1.4 million of these will be fully utilized within twelve months. The remaining $376,000 relates to lease obligations on unused facilities expiring through 2011 and is
included in long-term liabilities.

7. INCOME TAXES

On January 1, 2007, Lionbridge adopted Financial Accounting Standards Board Interpretation No. 48 (FIN 48). FIN 48 prescribes a recognition threshold that a tax position is required to meet
before being recognized in the financial statements and provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.

At the adoption date the Company had gross unrecognized tax affected benefits of approximately $1.5 million, exclusive of certain pre-acquisition
indemnification items. As a result of adopting FIN 48, the Company recognized a charge of approximately $185,000 to the January 1, 2007 retained earnings balance for accrued taxes, interest and penalties related to the unrecognized tax
benefits, which if incurred, would be recognized as a component of income tax expense.

In connection with the acquisition of BGS,
Bowne & Co. Inc. agreed to indemnify the Company for any tax liabilities accruing on or prior to the acquisition date of September 1, 2005. The Company determined that its gross unrecognized tax affected benefits related to the
acquisition of BGS and subject to indemnification were approximately $4.0 million. Accordingly, the Company adjusted its balance sheet by recording a long-term Indemnification Receivable and related FIN 48 liability as of January 1, 2007 for
this amount. A change in interest rate and penalties assumptions in the third quarter of 2007 resulted in a net reduction to the FIN 48 liability and Indemnification Receivable of $450,000 to $3.5 million.



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The components of the provision for income taxes are as follows for the three and nine-month periods ended
September 30, 2007 and 2006:



|                                 |  |                                  |           |                                 |      |   |         |  |      |           |  |   |          
|-------------------------------- |  | -------------------------------- | --------- | ------------------------------- | ---- | - | ------- |  | ---- | --------- |  | - | ---------
|                                 |  | Three Months Ended September 30, |           | Nine Months Ended September 30,
|                                 |  | 2007                             |           |                                 | 2006 |   | 2007    |  | 2006
|Current:                         |  |                                  |           |                                 |      |   |         |  |      |           |  |   |          
|Federal                          |  | $                                |          |                                 |      | $ |        |  | $    |          |  | $ |         
|State                            |  |                                  | (14,000   | )                               |      |   |        |  |      | 74,000    |  |   |         
|Foreign                          |  |                                  | 1,684,000 |                                 |      |   | 709,000 |  |      | 5,443,000 |  |   | 3,711,000
|                                 |  |                                  |           |                                 |      |   |         |  |      |           |  |   |          
|Total current provision          |  |                                  | 1,670,000 |                                 |      |   | 709,000 |  |      | 5,517,000 |  |   | 3,711,000
|Deferred:                        |  |                                  |           |                                 |      |   |         |  |      |           |  |   |          
|Federal                          |  | $                                | 18,000    |                                 |      | $ | 157,000 |  | $    | 250,000   |  | $ | 586,000  
|                                 |  |                                  |           |                                 |      |   |         |  |      |           |  |   |          
|Total provision for income taxes |  | $                                | 1,688,000 |                                 |      | $ | 866,000 |  | $    | 5,767,000 |  | $ | 4,297,000
|                                 |  |                                  |           |                                 |      |   |         |  |      |           |  |   |          

The tax provision for the three and nine-month periods ended September 30, 2007 consists
primarily of taxes on income in foreign jurisdictions, a deferred tax provision of $18,000 and $250,000, respectively, related to tax-deductible goodwill from the BGS acquisition and interest and penalties assumed in relation to the Companys
uncertain tax positions. The Company reasonably anticipates that the unrecognized tax benefit relative to FIN 48 will not change significantly within the next twelve months. The tax provision for the three and nine-month periods ended
September 30, 2006 consists primarily of taxes on income in foreign jurisdictions and deferred taxes related to tax deductible goodwill acquired from the BGS acquisition. In addition, the tax provision in the third quarter of 2007 was favorably
affected by a one-time benefit of enacted reductions in tax rates in the United Kingdom, Denmark, Germany and China on the Companys deferred tax balances. This benefit totaled $90,000.

The tax provisions for both periods include non-cash tax expense that will be offset by pre-acquisition foreign net operating loss carryforwards. The tax
benefits from utilization of pre-acquisition losses do not reduce the foreign element of the tax provision, but instead reduce goodwill. The effective rate does not reflect a benefit of U.S. operating loss carryforward amounts due to a full
valuation reserve against the U.S. deferred asset.

At September 30, 2007, no provision for U.S. income and foreign withholding taxes
has been made for unrepatriated foreign earnings because it is expected that such earnings will be reinvested indefinitely or the distribution of any remaining amount would be principally offset by foreign tax credits.

Under the provisions of the Internal Revenue Code, certain substantial changes in Lionbridges ownership may limit in the future the amount of net
operating loss carryforwards that could be used annually to offset future taxable income and income tax liability.

The Company conducts
business globally and in the normal course of business is subject to examination by local, state and federal jurisdictions in the United States as well as in multiple foreign jurisdictions. Currently, no Internal Revenue Service audits are underway
and audits in foreign jurisdictions are in varying stages of completion. Open audit years are dependent upon the tax jurisdiction and range from 1997 to 2006.

8. SEGMENT INFORMATION

Lionbridge has determined that its operating segments are those that are based on its method of
internal reporting, which separately presents its business based on the service performed. The Company is reporting its results among the following three business segments:

Global Language and Content (GLC)this segment includes Lionbridges globalization, translation and localization services, as well
as content development and technical documentation. The GLC segment includes product and content globalization services. Globalization is the process of adapting content and products to meet the language and cultural requirements of users throughout
the world. Lionbridge GLC solutions enable the translation, adaptation and worldwide multilingual release of clients products, content and related technical support, training materials, and sales and marketing information. Lionbridge
GLC solutions also include the development of eLearning content and technical documentation.

Global Development and Testing
(GDT)this segment includes Lionbridges development, engineering and testing services for software, hardware, websites and content. Specifically, GDT includes the development and maintenance of applications as well as



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testing to ensure the quality, interoperability, usability and performance of clients software, hardware, consumer technology products, web sites and
content. Lionbridges testing services also include product certification and competitive analysis. Lionbridge offers its testing services under the VeriTest brand.

Interpretationthis segment includes interpretation services provided by Lionbridge to government organizations and businesses that require human interpreters.

The table below presents information about the reported net income of the Company for the three and nine-month periods ended September 30, 2007 and
2006. Asset information by reportable segment is not reported, since the Company does not produce such information internally.



|                                   |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|---------------------------------- |  | -------------------------------- | ----------- | - | ------------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                   |  | Three Months Ended September 30, |             |   | Nine Months Ended September 30, |  
|                                   |  | 2007                             |             |   | 2006                            |   |             | 2007 |  |   | 2006        |  
|External revenue:                  |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Global Language and Content        |  | $                                | 87,178,000  |   |                                 | $ | 86,454,000  |      |  | $ | 262,877,000 |   |  | $ | 254,096,000 |  
|Global Development and Testing     |  |                                  | 18,672,000  |   |                                 |   | 16,044,000  |      |  |   | 54,238,000  |   |  |   | 45,974,000  |  
|Interpretation                     |  |                                  | 5,694,000   |   |                                 |   | 5,466,000   |      |  |   | 17,636,000  |   |  |   | 17,542,000  |  
|                                   |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|                                   |  | $                                | 111,544,000 |   |                                 | $ | 107,964,000 |      |  | $ | 334,751,000 |   |  | $ | 317,612,000 |  
|                                   |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Net income:                        |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Global Language and Content        |  | $                                | 11,400,000  |   |                                 | $ | 10,259,000  |      |  | $ | 33,341,000  |   |  | $ | 33,283,000  |  
|Global Development and Testing     |  |                                  | 2,324,000   |   |                                 |   | 2,878,000   |      |  |   | 9,237,000   |   |  |   | 8,488,000   |  
|Interpretation                     |  |                                  | 668,000     |   |                                 |   | 521,000     |      |  |   | 2,285,000   |   |  |   | 1,720,000   |  
|                                   |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Less: corporate and other expenses |  |                                  | (15,058,000 | ) |                                 |   | (14,591,000 | )    |  |   | (45,110,000 | ) |  |   | (42,429,000 | )
|                                   |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|                                   |  | $                                | (666,000    | ) |                                 | $ | (933,000    | )    |  | $ | (247,000    | ) |  | $ | 1,062,000   |  
|                                   |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  

9. GOODWILL AND OTHER INTANGIBLE ASSETS

In connection with the September 1, 2005 acquisition of BGS, Lionbridge recorded $96.1 million of goodwill. Additionally, in connection with the
acquisition of BGS, Lionbridge recorded $48.3 million of amortizable intangible assets, including customer contracts, technology and customer relationships. The estimated useful life of acquired customer contracts ranges from 3.3 to 5.3 years and is
being amortized on a straight-line basis. The estimated useful life of acquired technology ranges from 1 to 4 years and is being amortized on a straight-line basis. The estimated useful life of acquired customer relationships is 12 years and is
being amortized using the economic consumption method to reflect diminishing cash flows from these relationships in the future. In determining the fair value of the acquired customer relationships, Lionbridge used a discounted cash flow model based
upon the estimated future income streams associated with the customer relationships considering their estimated remaining period of benefit. As part of this model, Lionbridge relied on historical attrition rates combined with a premium factor
related to the inherent risk of attrition in the newly acquired BGS customer base.

The Company evaluates whether there has been an
impairment in the carrying value of its long-lived assets, including other intangibles assets and property and equipment, but excluding goodwill, in accordance with SFAS No. 144, Accounting for Impairment of Long-Lived Assets, if
circumstances indicate that a possible impairment may exist. An impairment in the carrying value of an asset is assessed when the undiscounted expected future operating cash flows derived from the asset are less than its carrying value. If it is
determined that the asset is impaired then it is written down to its estimated fair value. Factors that could lead to an impairment of acquired customer relationships include a worsening in customer attrition rates compared to historical attrition
rates, or lower than initially anticipated cash flows associated with customer relationships.

The following table summarizes other
intangible assets at September 30, 2007 and December 31, 2006, respectively.



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|                                    |  |                      |            |                          |   |            |  |                      |            |                          |   |            |  |   |            |  |   |           
|----------------------------------- |  | -------------------- | ---------- | ------------------------ | - | ---------- |  | -------------------- | ---------- | ------------------------ | - | ---------- |  | - | ---------- |  | - | ----------
|                                    |  | September 30, 2007   |            | December 31, 2006       
|                                    |  | Gross Carrying Value |            | Accumulated Amortization |   | Balance    |  | Gross Carrying Value |            | Accumulated Amortization |   | Balance   
|BGS acquired customer relationships |  | $                    | 32,000,000 |                          | $ | 9,867,000  |  | $                    | 22,133,000 |                          | $ | 32,000,000 |  | $ | 6,255,000  |  | $ | 25,745,000
|BGS acquired customer contracts     |  |                      | 14,000,000 |                          |   | 6,172,000  |  |                      | 7,828,000  |                          |   | 14,000,000 |  |   | 3,950,000  |  |   | 10,050,000
|BGS acquired technology             |  |                      | 2,317,000  |                          |   | 1,724,000  |  |                      | 593,000    |                          |   | 2,317,000  |  |   | 1,218,000  |  |   | 1,099,000 
|                                    |  |                      |            |                          |   |            |  |                      |            |                          |   |            |  |   |            |  |   |           
|                                    |  | $                    | 48,317,000 |                          | $ | 17,763,000 |  | $                    | 30,554,000 |                          | $ | 48,317,000 |  | $ | 11,423,000 |  | $ | 36,894,000
|                                    |  |                      |            |                          |   |            |  |                      |            |                          |   |            |  |   |            |  |   |           

Lionbridge currently expects to amortize the following remaining amounts of intangible assets held
at September 30, 2007 in the fiscal periods as follows:



|                         |  |   |           
|------------------------ |  | - | ----------
|Year ending December 31, |  |  
|2007                     |  | $ | 2,113,000 
|2008                     |  |   | 8,441,000 
|2009                     |  |   | 5,520,000 
|2010                     |  |   | 4,893,000 
|2011                     |  |   | 2,332,000 
|Thereafter               |  |   | 7,255,000 
|                         |  |   |           
|                         |  | $ | 30,554,000
|                         |  |   |           

10. CONTINGENCIES

On or about July 24, 2001, a purported securities class action lawsuit captioned Samet v. Lionbridge Technologies, Inc. et al. (01-CV-6770) was filed in the United States District Court for the
Southern District of New York (the Court) against the Company, certain of its officers and directors, and certain underwriters involved in the Companys initial public offering. The complaint in this action asserted, among other
things, that omissions regarding the underwriters alleged conduct in allocating shares in Lionbridges initial public offering to the underwriters customers. In March 2002, the United States District Court for the Southern District
of New York entered an order dismissing without prejudice the claims against Lionbridge and its officers and directors (the case remained pending against the underwriter defendants).

On April 19, 2002, the plaintiffs filed an amended complaint naming as defendants not only the underwriter defendants but also Lionbridge and
certain of its officers and directors. The amended complaint asserts claims under both the registration and antifraud provisions of the federal securities laws relating to, among other allegations, the underwriters alleged conduct in
allocating shares in the Companys initial public offering and the disclosures contained in the Companys registration statement. The Company understands that various plaintiffs have filed approximately 1,000 lawsuits making substantially
similar allegations against approximately 300 other publicly-traded companies in connection with the underwriting of their public offerings. On July 15, 2002, the Company, together with the other issuers named as defendants in these
coordinated proceedings, filed a collective motion to dismiss the complaint on various legal grounds common to all or most of the issuer defendants. In October 2002, the claims against officers and directors were dismissed without prejudice. In
February 2003, the Court issued its ruling on the motion to dismiss, ruling that the claims under the antifraud provisions of the securities laws could proceed against the Company and a majority of the other issuer defendants.

In June 2003, Lionbridge elected to participate in a proposed settlement agreement with the plaintiffs in this litigation. If the proposed settlement had
been approved by the Court, it would have resulted in the dismissal, with prejudice, of all claims in the litigation against Lionbridge and against any other of the issuer defendants who elected to participate in the proposed settlement, together
with the current or former officers and directors of participating issuers who were named as individual defendants. This proposed settlement was conditioned on, among other things, a ruling by the District Court that the claims against Lionbridge
and against the other issuers who had agreed to the settlement would be certified for class action treatment for purposes of the proposed settlement, such that all investors included in the proposed classes in these cases would be bound by the terms
of the settlement unless an investor opted to be excluded from the settlement.

On December 5, 2006, the U.S. Court of Appeals for the
Second Circuit issued a decision in In re Initial Public Offering Securities Litigation that six purported class action lawsuits containing allegations substantially similar to those asserted against the



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Company may not be certified as class actions due, in part, to the Appeals Courts determination that individual issues of reliance and knowledge would
predominate over issues common to the proposed classes. On January 8, 2007, the plaintiffs filed a petition seeking rehearing en banc of the Second Circuit Court of Appeals decision. On April 6, 2007 the Court of Appeals
denied the plaintiffs petition for rehearing of the Courts December 5, 2006 ruling but noted that the plaintiffs remained free to ask the District Court to certify classes different from the ones originally proposed which might meet
the standards for class certification that the Court of Appeals articulated in its December 5, 2006 decision. The plaintiffs have since moved for certification of different classes in the District Court, and that motion remains pending.

In light of the Court of Appeals December 5, 2006 decision regarding certification of the plaintiffs claims, the District
Court entered an order on June 25, 2007 terminating the proposed settlement between the plaintiffs and the issuers, including Lionbridge. Because any possible future settlement with the plaintiffs, if such a settlement were ever to be agreed
to, would involve the certification of a class action for settlement purposes, the impact of the Court of Appeals class certification-related rulings on the possible future settlement of the claims against Lionbridge cannot now be predicted.

With the termination of the proposed settlement, we intend to continue to defend the litigation vigorously. The litigation process is
inherently uncertain and unpredictable, however, and there can be no guarantee as to the ultimate outcome of this pending lawsuit. The Company believes that the underwriters may have an obligation to indemnify Lionbridge for the legal fees and other
costs of defending this suit. While Lionbridge cannot guarantee the outcome of these proceedings, the Company believes that the final result of this lawsuit will have no material effect on its consolidated financial condition, results of operations,
or cash flows.

11. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities(SFAS No. 159) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement does
not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions of SFAS No. 159 are effective for fiscal years beginning after
November 15, 2007. The Company is currently assessing SFAS No. 159 and has not yet determined the impact, if any, that its adoption will have on its result of operations or financial position.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The matters discussed in this Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor
guarantees, but are based on various assumptions by management regarding future circumstances many of which Lionbridge has little or no control over. A number of important risks and uncertainties, including those identified under the caption
Risk Factors in Lionbridges Annual Report on Form 10-K, filed March 16, 2007 (SEC File No. 000-26933) and subsequent filings as well as risks and uncertainties discussed elsewhere in this Form 10-Q could cause
Lionbridges actual results to differ materially from those in the forward-looking statements. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially
from those anticipated, estimated or projected. The forward-looking statements in this Form 10-Q are made as of the date of this filing only, and Lionbridge does not undertake to update or supplement these statements due to changes in circumstances
or otherwise.

Introduction

Lionbridge is a leading provider of globalization, development and testing services that enable clients to develop, release, manage and maintain their enterprise content and technology applications globally. The Company reports financial
performance in the following three segments: Global Language and Content (GLC), Global Development and Testing (GDT) and Interpretation.

Lionbridge Global Language and Content (GLC) solutions enable the globalization and worldwide multilingual release of clients products, content and related technical support, training
materials, and sales and marketing information. Globalization is the process of adapting content and products to meet the language and cultural requirements of users throughout the world. Lionbridge GLC solutions are based on the Companys
internet technology platform and global service delivery model which make the translation process more efficient for Lionbridge clients and translators. As part of its GLC solutions, Lionbridge also develops eLearning content and technical
documentation.

Lionbridges interpretation business (Interpretation) pertains to the Companys interpretation
services for government organizations and businesses that require human interpreters for non-English speaking individuals.



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Through its Global Development and Testing (GDT) solutions, Lionbridge develops, re-engineers
and optimizes IT applications and performs testing to ensure the quality, interoperability, usability and performance of clients software, consumer technology products, web sites and content. Lionbridges testing services, which are
offered under the VeriTest brand, also include product certification and competitive analysis. Lionbridge has deep domain experience developing, testing and maintaining applications in a cost-efficient, blended on-site and offshore model.

Lionbridge provides a full suite of globalization, testing and development outsourcing services to businesses, particularly in the
technology, consumer products, life sciences, publishing, financial services, manufacturing, government automotive and retail industries. Lionbridges solutions include product and content globalization; content and eLearning courseware
development; application development and maintenance; software and hardware testing; product certification and competitive analysis. Lionbridges services enable global organizations to increase market penetration and speed adoption of global
content and products, enhance return on enterprise application investments, increase workforce productivity and reduce costs.

For the
nine-month period ended September 30, 2007, Lionbridges income from operations was $11.7 million, with a net loss of $247,000. For the year ended December 31, 2006, the Companys income from operations was $15.0 million with a
net loss of $4.9 million. As of September 30, 2007, the Company had an accumulated deficit of $108.1 million.

Revenue Recognition

Lionbridge recognizes revenue as services are performed and amounts are earned in accordance with the Securities and Exchange Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, as amended by SAB No. 104, Revenue Recognition. Lionbridge considers amounts to be earned when (1) persuasive evidence
of an arrangement has been obtained; (2) services are delivered; (3) the fee is fixed or determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on managements
judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectibility of those fees.

Lionbridges revenue is recorded from the provision of services to customers for GLC, GDT and Interpretation services which include content development, product and content globalization, interpretation, software and hardware testing,
product certification and application development and maintenance.

Content development, software and hardware testing, interpretations and
application development and maintenance projects are normally time and expense priced contracts, and revenue is recognized using a time and expense basis over the period of performance, primarily based on labor costs incurred to date.

Product and content globalization and product certification projects are fixed price contracts and revenue is recognized as services are delivered.
Depending on specific contractual provisions and nature of the deliverable, revenue is recognized on (1) a proportional performance model based on level of effort, (2) as milestones are achieved or (3) when final deliverables have
been met. Amounts billed in excess of revenue recognized are recorded as deferred revenue.

The delivery of Lionbridges GLC services
involves and is dependent on the translation of content by subcontractors and in-house employees. As the time and cost to translate each word of content within a project is relatively uniform, labor input is reflective of the delivery of the
contracted service and an appropriate metric for the measurement of proportional performance in delivering such services. The use of a proportional performance assessment of service delivery requires significant judgment relative to estimating total
contract costs, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, anticipated increases in employee wages and prices for subcontractor services, and the availability
of subcontractor services. When adjustments in estimated project costs are identified, anticipated losses, if any, are recognized in the period in which they are determined.

Lionbridges GLC agreements with its customers may provide the customer with a fixed and limited time period following delivery during which
Lionbridge will attempt to address any non-conformity to previously agreed upon objective specifications relating to the work, either in the form of a limited acceptance period or a post-delivery warranty period. Management believes recognition of
revenue at the time the services are delivered is appropriate, because its obligations under such provisions are limited in time, limited in scope, and historically have not involved significant costs. In the future, if the post delivery acceptance
or warranty provisions become more complex or include subjective acceptance criteria, Lionbridge may have to revise its revenue recognition policy appropriately, which could affect the timing of revenue recognition.

Lionbridge provides integrated full-service offerings throughout a clients product and content lifecycle, including GLC and GDT services. Such
multiple-element service offerings are governed by the Emerging Issues Task Force Issue 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. For these arrangements where the GLC and GDT services have independent



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value to the customer, and there is evidence of fair value for each service, the combined service arrangement is bifurcated into separate units for
accounting treatment. In instances where it is not possible to bifurcate a project, direct and incremental costs attributable to each component are deferred and recognized together with the service revenue upon delivery. The determination of fair
value requires the use of significant judgment. Lionbridge determines the fair value of service revenues based upon its recent pricing for those services when sold separately and/or prevailing market rates for similar services.

Revenue includes reimbursement of travel and out-of-pocket expenses with equivalent amounts of expense recorded in cost of revenue.

Valuation of Goodwill and Long-Lived Assets

Lionbridge assesses the impairment of goodwill and other intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that Lionbridge considers important that could trigger
an impairment review include: significant underperformance relative to expected historical or projected future operating results; significant changes in the overall business strategy; and significant negative industry or economic trends. When
Lionbridge determines that the carrying value of intangibles and goodwill may not be recoverable based upon one or more of these indicators of impairment, the Company measures any impairment using fair value measurements based on projected
discounted cash flow valuation models. In addition in accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is reviewed for impairment on an annual basis. At December 31, 2006, the Company performed its
annual test of goodwill to determine if an impairment existed. This test determined that each reporting units fair value exceeded the carrying value of the net assets of each respective reporting unit, using projected discounted cash flow
modeling. As a result, no impairment was required to be recorded related to the Companys annual impairment testing for the year ended December 31, 2006. Estimating future cash flows requires management to make projections that can differ
materially from actual results.

The Company evaluates whether there has been an impairment in the carrying value of its long-lived assets,
including other intangibles assets and property and equipment, excluding goodwill, in accordance with SFAS No. 144, Accounting for Impairment of Long-Lived Assets, if circumstances indicate that a possible impairment may exist. An
impairment in the carrying value of an asset is assessed when the undiscounted expected future operating cash flows derived from the asset are less than its carrying value. If it is determined that the asset is impaired then it is written down to
its estimated fair value. Factors that could lead to an impairment of acquired customer relationships (recorded with the BGS acquisition) include a worsening in customer attrition rates compared to historical attrition rates, or lower than initially
anticipated cash flows associated with customer relationships.

Merger, Restructuring and Other Charges

During the nine-month period ended September 30, 2007 Lionbridge recorded $1.6 million of restructuring and other charges. The $1.6 million of
restructuring and other charges recorded in the nine-month period ended September 30, 2007 included $1.0 million for workforce reductions in Europe and South America consisting of sixteen technical and seven administrative staff, $157,000
recorded for vacated facilities, $121,000 of additional costs recorded for a previously vacated facility in order to reflect a new sublease arrangement, recorded pursuant to the guidance in FASB Statement of Financial Accounting Standards
No. 146, Accounting for Costs associated with Exit or Disposal Activities(SFAS No. 146), and related literature, and $288,000 of other charges, principally expenses related to integrating financial systems
used by the acquired Bowne Global Solutions (BGS) sites to a common general ledger financial system. Of these charges, $1.2 million related to the Companys Global Language and Content (GLC) segment, $92,000 related to
the Global Development and Testing (GDT) segment and $288,000 related to Corporate and Other. The Company made $2.0 million of cash payments in the nine-month period ended September 30, 2007, $1.6 million and $321,000 related to the
GLC and GDT segments, respectively.

During the nine-month period ended September 30, 2006 Lionbridge recorded $3.5 million of
restructuring and other charges. The $3.5 million recorded in the nine-month period ended September 30, 2006 included $1.5 million for workforce reductions in Europe and the U.S. consisting of forty-three technical, four sales and two
administrative staff, $301,000 for anticipated losses on vacated facilities, a $25,000 reduction of anticipated costs recorded in a prior period on a vacated facility in order to reflect a new sublease arrangement, recorded pursuant to the guidance
in SFAS No. 146 and $1.7 million of other charges, principally professional services fees, related to the integration of BGS. Of these charges, $1.2 million related to the Companys GDT segment, $870,000 related to the GLC segment and $1.3
million related to Corporate and Other. Of the $5.9 million of cash payments in the nine-month period ended September 30, 2006, $4.5 million and $1.3 million related to the GLC and GDT segments, respectively, and $30,000 related to Corporate
and Other.

Shortly after the quarter ended September 30, 2007, the Company announced that it would close two operational sites, one
located in New York and the other located in Germany. The Company expects to record a restructuring charge in connection with these activities during the fourth quarter of 2007 and the first quarter of 2008 and is currently analyzing the size of
this anticipated restructuring charge.



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Stock-based Compensation

Stock Option Plans

The Company has stock-based compensation plans for salaried employees and
non-employee members of the Board of Directors. The plans provide for discretionary grants of stock options, restricted stock and stock units, and other stock-based awards. The plans are administered by the Nominating and Compensation Committee of
the Board of Directors, which consists of non-employee directors.

In November 2005, the stockholders of Lionbridge Technologies, Inc.
approved the Lionbridge 2005 Incentive Plan (the 2005 Plan), which had been previously adopted by the Lionbridge Board of Directors on October 7, 2005, for officers, employees, non-employee directors and other key persons of
Lionbridge and its subsidiaries. The 2005 Plan was amended on May 21, 2007, to adjust the vesting schedule of future automatic equity grants to non-employee directors of the Company from four years to two years. The maximum number of shares of
common stock available for issuance under the 2005 Plan is 4,000,000 shares. At September 30, 2007, there were 344,254 options available for future grant under the 2005 Plan. Options to purchase common stock are granted at the discretion of the
Board of Directors and the Nominating and Compensation Committee. Generally, stock options vest over a four-year period: 25% of the option shares vest one year from the date of grant and the remaining option shares vest at the rate of 12.5% each six
month period thereafter. Stock options generally expire five years from the date of grant under the 2005 Plan. Under the terms of the 2005 Plan, the exercise price of incentive and non-qualified stock option grants must not be less than 100% of the
fair market value of the common stock on the date of grant. Options are amortized using a straight line basis over the option vesting period. In the nine months ended September 30, 2007, Lionbridge awarded 1,242,500 stock option grants under
the 2005 Plan.

Lionbridges 1998 Stock Plan (the Plan) provides for the issuance of incentive and nonqualified stock
options. The maximum number of shares of common stock available for issuance under the Plan is 11,722,032 shares. At September 30, 2007 there were 1,261,762 options available for future grant under the Plan. Options to purchase common stock are
granted at the discretion of the Board of Directors and the Nominating and Compensation Committee. Generally, stock options vest over a four-year period: 25% of the option shares vest one year from the date of grant and the remaining option shares
vest at the rate of 12.5% each six month period thereafter. Stock options generally expire ten years (five years in certain cases) from the date of grant under the Plan. Under the terms of the Plan, the exercise price of incentive stock options
granted must not be less than 100% (110% in certain cases) of the fair market value of the common stock on the date of grant, as determined by the Board of Directors. The exercise price of nonqualified stock options may be less than the fair market
value of the common stock on the date of grant, as determined by the Board of Directors, but in no case may the exercise price be less than the statutory minimum, the par value per share of Lionbridges common stock. In the nine months ended
September 30, 2007, Lionbridge did not award any stock option grants under the 1998 Plan.

Restricted Stock Awards

On September 17, 2007, Lionbridge issued 60,000 shares of restricted common stock with a fair market value of $218,000 for which restrictions on
disposition lapse over four years from the date of grant on each anniversary date. On August 27, 2007, Lionbridge issued 7,500 shares of restricted common stock with a fair market value of $31,000 for which restrictions on disposition lapse
over four years from the date of grant on each anniversary date. On August 15, 2007, Lionbridge issued 3,000 shares of restricted common stock with a fair market value of $13,000 for which restrictions on disposition lapse over four years from
the date of grant on each anniversary date. On May 21, 2007, Lionbridge issued 20,625 restricted stock units with a fair market value of $125,000 for which restrictions on disposition lapse over thirteen months from the date of grant on each
anniversary date. On May 1, 2007, Lionbridge issued 104,500 shares of restricted common stock and 182,500 restricted stock units with a fair market value of $1.4 million for which restrictions on disposition lapse over four years from the date
of grant on each anniversary date. On April 24, 2007, Lionbridge issued 3,000 shares of restricted common stock with a fair market value of $16,000 for which restrictions on disposition lapse over four years from the date of grant on each
anniversary date. On February 15, 2007, Lionbridge issued 231,500 shares of restricted common stock with a fair market value of $1.3 million for which restrictions on disposition lapse over four years from the date of grant on each anniversary
date. Also on February 15, 2007, Lionbridge issued 84,475 shares of restricted common stock with a fair market value of $485,000 for which restrictions on disposition lapse over two years from the date of grant on each anniversary date.
Lionbridge issued 612,625 and 84,475 shares of restricted common stock and restricted stock units under the Companys 2005 Incentive Plan and the 1998 Stock Plan, respectively, in the nine-month period ended September 30, 2007.

The Company recognizes expense for stock options, market-based restricted stock awards and time-based restricted stock awards pursuant to the guidance of
Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123, Share-Based Payment (SFAS 123R). Total compensation expense related to stock options,
market-based



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restricted stock awards and time-based restricted stock awards was $1.7 million and $1.6 million for the three-month periods ended September 30, 2007
and 2006, respectively and $5.5 million and $4.3 million for the nine-month periods ended September 30, 2007 and 2006, respectively, classified in the statement of operations line items as follows:



|                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|-------------------------------------- |  | ------------------------------- | --------- | ------------------------------ | - | --------- |  | ---- | --------- |  | - | ---------
|                                       |  | Three Months EndedSeptember 30, |           | Nine Months EndedSeptember 30,
|                                       |  | 2007                            |           | 2006                           |   | 2007      |  | 2006
|Cost of revenue                        |  | $                               | 45,000    |                                | $ | 37,000    |  | $    | 106,000   |  | $ | 125,000  
|Sales and marketing                    |  |                                 | 267,000   |                                |   | 298,000   |  |      | 853,000   |  |   | 852,000  
|General and administrative             |  |                                 | 1,343,000 |                                |   | 1,235,000 |  |      | 4,381,000 |  |   | 3,300,000
|Research and development               |  |                                 | 39,000    |                                |   | 26,000    |  |      | 111,000   |  |   | 70,000   
|                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Total stock-based compensation expense |  | $                               | 1,694,000 |                                | $ | 1,596,000 |  | $    | 5,451,000 |  | $ | 4,347,000
|                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          

Results of Operations

The following table sets forth for the periods indicated certain unaudited consolidated financial data as a percentage of total revenue.



|                                                                            |  |                                 |    |  |                                |    |  |       |    |  |       |  
|--------------------------------------------------------------------------- |  | ------------------------------- | -- |  | ------------------------------ | -- |  | ----- | -- |  | ----- | -
|                                                                            |  | Three Months EndedSeptember 30, |    |  | Nine Months EndedSeptember 30, |   
|                                                                            |  | 2007                            |    |  | 2006                           |    |  | 2007  |    |  | 2006  |  
|Revenue                                                                     |  | 100.0                           | %  |  | 100.0                          | %  |  | 100.0 | %  |  | 100.0 | %
|Operating expenses:                                                         |  |                                 |    |  |                                |    |  |       |    |  |       |  
|Cost of revenue (exclusive of depreciation and amortization included below) |  | 67.1                            |    |  | 67.1                           |    |  | 66.3  |    |  | 65.9  |  
|Sales and marketing                                                         |  | 6.9                             |    |  | 6.8                            |    |  | 7.2   |    |  | 7.0   |  
|General and administrative                                                  |  | 18.7                            |    |  | 17.5                           |    |  | 18.7  |    |  | 17.5  |  
|Research and development                                                    |  | 0.7                             |    |  | 0.6                            |    |  | 0.7   |    |  | 0.7   |  
|Depreciation and amortization                                               |  | 1.2                             |    |  | 1.2                            |    |  | 1.2   |    |  | 1.3   |  
|Amortization of acquisition-related intangible assets                       |  | 1.9                             |    |  | 2.0                            |    |  | 1.9   |    |  | 2.1   |  
|Merger, restructuring and other charges                                     |  | 0.3                             |    |  | 1.9                            |    |  | 0.5   |    |  | 1.1   |  
|                                                                            |  |                                 |    |  |                                |    |  |       |    |  |       |  
|Total operating expenses                                                    |  | 96.8                            |    |  | 97.1                           |    |  | 96.5  |    |  | 95.6  |  
|                                                                            |  |                                 |    |  |                                |    |  |       |    |  |       |  
|Income from operations                                                      |  | 3.2                             |    |  | 2.9                            |    |  | 3.5   |    |  | 4.4   |  
|Interest expense:                                                           |  |                                 |    |  |                                |    |  |       |    |  |       |  
|Interest in outstanding debt                                                |  | 1.2                             |    |  | 1.9                            |    |  | 1.2   |    |  | 1.9   |  
|Amortization of deferred financing costs                                    |  |                                |    |  | 0.2                            |    |  | 0.1   |    |  | 0.2   |  
|Interest income                                                             |  | 0.1                             |    |  | 0.1                            |    |  | 0.1   |    |  | 0.1   |  
|Other expense, net                                                          |  | 1.2                             |    |  | 1.0                            |    |  | 0.7   |    |  | 0.7   |  
|                                                                            |  |                                 |    |  |                                |    |  |       |    |  |       |  
|Income (loss) before income taxes                                           |  | 0.9                             |    |  | (0.1                           | )  |  | 1.6   |    |  | 1.7   |  
|Provision for income taxes                                                  |  | 1.5                             |    |  | 0.8                            |    |  | 1.7   |    |  | 1.4   |  
|                                                                            |  |                                 |    |  |                                |    |  |       |    |  |       |  
|Net income (loss)                                                           |  | (0.6                            | )% |  | (0.9                           | )% |  | (0.1  | )% |  | 0.3   | %
|                                                                            |  |                                 |    |  |                                |    |  |       |    |  |       |  

Revenue. The following table shows Global Language and Content (GLC), Global
Development and Testing (GDT), and Interpretation revenues in dollars and as a percentage of total revenue for the three and nine months ended September 30, 2007 and 2006, respectively:



|               |  |                                  |             |  |                                 |   |  |      |             |  |      |   |  |   |             |  |     |   |  |   |             |  |     |  
|-------------- |  | -------------------------------- | ----------- |  | ------------------------------- | - |  | ---- | ----------- |  | ---- | - |  | - | ----------- |  | --- | - |  | - | ----------- |  | --- | -
|               |  | Three Months Ended September 30, |             |  | Nine Months Ended September 30, |  
|               |  | 2007                             |             |  | 2006                            |   |  | 2007 |             |  | 2006 |  
|GLC            |  | $                                | 87,178,000  |  | 78                              | % |  | $    | 86,454,000  |  | 80   | % |  | $ | 262,877,000 |  | 79  | % |  | $ | 254,096,000 |  | 80  | %
|GDT            |  |                                  | 18,672,000  |  | 17                              | % |  |      | 16,044,000  |  | 15   | % |  |   | 54,238,000  |  | 16  | % |  |   | 45,974,000  |  | 14  | %
|Interpretation |  |                                  | 5,694,000   |  | 5                               | % |  |      | 5,466,000   |  | 5    | % |  |   | 17,636,000  |  | 5   | % |  |   | 17,542,000  |  | 6   | %
|               |  |                                  |             |  |                                 |   |  |      |             |  |      |   |  |   |             |  |     |   |  |   |             |  |     |  
|Total revenue  |  | $                                | 111,544,000 |  | 100                             | % |  | $    | 107,964,000 |  | 100  | % |  | $ | 334,751,000 |  | 100 | % |  | $ | 317,612,000 |  | 100 | %
|               |  |                                  |             |  |                                 |   |  |      |             |  |      |   |  |   |             |  |     |   |  |   |             |  |     |  



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Revenue for the quarter ended September 30, 2007 was $111.5 million, an increase of $3.6 million, or
3.3%, from $108.0 million for the quarter ended September 30, 2006. Revenue growth during the third quarter of 2007 in each of the GLC, GDT and Interpretation segments was $724,000, $2.6 million and $228,000, respectively. As compared to the
quarter ended September 30, 2006, the Companys revenue increased approximately $2.9 million as the result of organic growth and approximately $4.0 million due to the decline in the exchange rate of the U.S. dollar against most foreign
currencies. This increase in revenue related to a decline in the U.S dollars exchange rates was partially offset by a $3.3 million increase in deferred revenue which negatively impacted comparative recognized revenue in the GLC business.
Lionbridge conducts a large portion of its business in international markets. Although a majority of Lionbridges contracts with clients are denominated in U.S. dollars, approximately 47.9% and 46.5% of its revenue is denominated in foreign
currencies for the quarter ended and nine months ended September 30, 2007, respectively. The principal foreign currency applicable to our business is the Euro. Approximately 34.1% and 32.0% of revenue was denominated in Euro for the quarter and
nine months ended September 30, 2007, respectively. During the quarter ended September 30, 2007, the U.S. dollar declined against most foreign currencies, in particular the Euro. A fluctuation in foreign currency exchange rates primarily
affects the GLC business.

Revenue for the nine months ended September 30, 2007 was $334.8 million, an increase of $17.1 million, or
5.4%, from $317.6 million for the nine months ended September 30, 2006. The increase of $17.1 million consists of $8.8 million, $8.3 million and $94,000 of revenue growth in the GLC, GDT and Interpretation segments, respectively. As compared to
the nine months ended September 30, 2006, revenues increased approximately $9.2 million as the result of organic growth and approximately $11.2 million due to the decline in the U.S. dollars exchange rates, primarily affecting the GLC
business, in particular the Euro, during the nine months ended September 30, 2007. As noted above, this increase was partially offset by the increase in deferred revenue in the GLC business.

Revenue from the Companys GLC business for the quarter ended September 30, 2007 increased $724,000, or 0.8%, to $87.2 million from $86.5
million for the quarter ended September 30, 2006. Revenue from the Companys GLC business for the nine months ended September 30, 2007 was $262.9 million, an increase of $8.8 million, or 3.5%, from $254.1 million for the nine months
ended September 30, 2006. As compared to the nine months ended September 30, 2006, revenues increased approximately $1.3 million as the result of organic growth and approximately $10.8 million due to the decline in the U.S. dollars
exchange rates, in particular the Euro, during the quarter ended September 30, 2007. This increase was partially offset by the increase in deferred revenue in the GLC business.

Revenue from the Companys GDT business was $18.7 million for the quarter ended September 30, 2007, an increase of $2.6 million, or 16.4%, from
$16.0 million for the quarter ended September 30, 2006. Revenue from the Companys GDT business for the nine months ended September 30, 2007 was $54.2 million, an increase of $8.3 million, or 18.0%, from $46.0 million for the nine
months ended September 30, 2006. The year-on-year increase in GDT for the quarter and nine months ended September 30, 2007 was primarily due to increased revenue from two customer engagements. Revenue in the GDT business is not materially
impacted by fluctuations in foreign currency exchange rates.

Revenue from the Companys Interpretation business for the quarter and
nine months ended September 30, 2007 remained essentially flat as compared to the quarter ended and nine months ended September 30, 2006. The Interpretation business is not materially impacted by fluctuations in foreign currency exchange
rates.

Cost of Revenue. Cost of revenue, excluding depreciation and amortization, consists primarily of expenses incurred for
translation services provided by third parties as well as salaries and associated employee benefits for personnel related to client projects. The following table shows GLC, GDT and Interpretation cost of revenues, the percentage change from the
three and nine-month periods of the prior year and as a percentage of revenue for the three and nine months ended September 30, 2007 and 2006, respectively:



|                      |  |                                       |            |   |                         |      |    |                                       |   |            |                                      |  |   |                                           |   |  |                                      |   |  |   |             |  
|--------------------- |  | ------------------------------------- | ---------- | - | ----------------------- | ---- | -- | ------------------------------------- | - | ---------- | ------------------------------------ |  | - | ----------------------------------------- | - |  | ------------------------------------ | - |  | - | ----------- | -
|                      |  | Three Months Ended September 30, 2007 |            |   | % Change Q3 06 to Q3 07 |      |    | Three Months Ended September 30, 2006 |   |            | Nine Months Ended September 30, 2007 |  |   | % Change Nine Months 06 to Nine Months 07 |   |  | Nine Months Ended September 30, 2006 |  
|GLC:                  |  |                                       |            |   |                         |      |    |                                       |   |            |                                      |  |   |                                           |   |  |                                      |   |  |   |             |  
|Cost of revenue       |  | $                                     | 57,859,000 |   |                         | (0.4 | )% |                                       | $ | 58,063,000 |                                      |  | $ | 173,818,000                               |   |  | 4.2                                  | % |  | $ | 166,846,000 |  
|Percentage of revenue |  |                                       | 66.4       | % |                         |      |    |                                       |   | 67.2       | %                                    |  |   | 66.1                                      | % |  |                                      |   |  |   | 65.7        | %
|GDT:                  |  |                                       |            |   |                         |      |    |                                       |   |            |                                      |  |   |                                           |   |  |                                      |   |  |   |             |  
|Cost of revenue       |  |                                       | 12,480,000 |   |                         | 24.6 | %  |                                       |   | 10,014,000 |                                      |  |   | 34,443,000                                |   |  | 21.6                                 | % |  |   | 28,328,000  |  
|Percentage of revenue |  |                                       | 66.8       | % |                         |      |    |                                       |   | 62.4       | %                                    |  |   | 63.5                                      | % |  |                                      |   |  |   | 61.6        | %



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##### Table of Contents

|                      |  |                                       |            |   |                         |     |   |                                       |   |            |                                      |  |   |                                           |   |  |                                      |    |  |   |             |  
|--------------------- |  | ------------------------------------- | ---------- | - | ----------------------- | --- | - | ------------------------------------- | - | ---------- | ------------------------------------ |  | - | ----------------------------------------- | - |  | ------------------------------------ | -- |  | - | ----------- | -
|                      |  | Three Months Ended September 30, 2007 |            |   | % Change Q3 06 to Q3 07 |     |   | Three Months Ended September 30, 2006 |   |            | Nine Months Ended September 30, 2007 |  |   | % Change Nine Months 06 to Nine Months 07 |   |  | Nine Months Ended September 30, 2006 |   
|Interpretation:       |  |                                       |            |   |                         |     |   |                                       |   |            |                                      |  |   |                                           |   |  |                                      |    |  |   |             |  
|Cost of revenue       |  |                                       | 4,481,000  |   |                         | 2.6 | % |                                       |   | 4,368,000  |                                      |  |   | 13,583,000                                |   |  | (3.3                                 | )% |  |   | 14,045,000  |  
|Percentage of revenue |  |                                       | 78.7       | % |                         |     |   |                                       |   | 79.9       | %                                    |  |   | 77.0                                      | % |  |                                      |    |  |   | 80.1        | %
|                      |  |                                       |            |   |                         |     |   |                                       |   |            |                                      |  |   |                                           |   |  |                                      |    |  |   |             |  
|Total cost of revenue |  | $                                     | 74,820,000 |   |                         |     |   |                                       | $ | 72,445,000 |                                      |  | $ | 221,844,000                               |   |  |                                      |    |  | $ | 209,219,000 |  
|                      |  |                                       |            |   |                         |     |   |                                       |   |            |                                      |  |   |                                           |   |  |                                      |    |  |   |             |  
|Percentage of revenue |  |                                       | 67.1       | % |                         |     |   |                                       |   | 67.1       | %                                    |  |   | 66.3                                      | % |  |                                      |    |  |   | 65.9        | %

For the quarter ended September 30, 2007, as a percentage of revenue, cost of revenue was
flat at 67.1% as compared to the three months ended September 30, 2006. For the nine months ended September 30, 2007, as a percentage of revenue, cost of revenue increased to 66.3% from 65.9% for the nine months ended September 30,
2006. The cost ratios are primarily impacted by the changes in the revenue and service mix, ramp-up costs associated with new customer engagements, and the decline of the U.S dollars against most foreign currencies.

For the quarter ended September 30, 2007, cost of revenue increased $2.4 million, or 3.3%, to $74.8 million compared to $72.4 million for the same
quarter of the prior year. This increase was primarily in support of $3.6 million incremental revenue as compared to the quarter ended September 30, 2006, and includes approximately $4.4 million due to the depreciation of the U.S. dollar
against foreign currencies as noted above. Cost of revenue was $221.8 million for the nine months ended September 30, 2007, an increase of $12.6 million, or 6.0%, as compared to $209.2 million for the same period of 2006. This increase was
primarily in support of $17.1 million incremental revenue as compared to the nine months ended September 30, 2006, and is primarily due to higher costs for labor and outside translation and testing services as a result of the decline in the
U.S. dollars exchange rates and the variation in work mix and timing. The $12.6 million increase reflects approximately $11.7 million due to the depreciation of the U.S. dollar against foreign currencies as noted above, and $900,000 of
incremental cost associated with service mix.

For the quarter ended September 30, 2007, cost of revenue as a percentage of revenue in
the Companys GLC business decreased to 66.4% as compared to 67.2% for the three months ended September 30, 2006. Cost of revenue decreased $204,000 to $57.9 million compared to $58.1 million for the same quarter of the prior year, despite
a $724,000 increase in revenue, and higher costs for labor and outside translation services, mainly due to a variation in work mix and the impact of an approximately $3.7 million increase in cost of revenue attributable to the decline in the U.S.
dollars exchange rates, as previously noted. The decrease in cost of revenue reflects the benefits realized from the deployment and use of Logoport, Lionbridges language management technology platform, and lower internal operating costs
resulting from certain restructuring and cost reduction actions initiated in prior periods.

For the nine months ended September 30,
2007, cost of revenue as a percentage of revenue in the Companys GLC business increased to 66.1% as compared to 65.7% for the nine months ended September 30, 2006. Cost of revenue increased $7.0 million, or 4.2%, to $173.8 million
compared to $166.8 million for the same period of the prior year. These increases reflect higher costs for labor and outside translation services, mainly due to variation in work mix and the decline in the U.S. dollars exchange rates. This
increase was primarily in support of $8.8 million incremental revenue as compared to the nine months ended September 30, 2006, and includes approximately $10.1 million due to the depreciation of the U.S. dollar against foreign currencies as
noted above, partially offset by a decrease in cost of revenue reflecting the benefits realized from the deployment and use of Logoport, Lionbridges language management technology platform, and lower internal operating costs resulting from
certain restructuring and cost reduction actions initiated in prior periods.

Cost of revenue as a percentage of revenue in the
Companys GDT business increased to 66.8% for the three months ended September 30, 2007 as compared to 62.4% for the three months ended September 30, 2006. This increase was primarily due to the changes in the revenue and service mix
and the U.S. dollars decline against the Indian Rupee and the Euro in the quarter ended September 30, 2007 as compared to the same period of the prior year. For the quarter ended September 30, 2007, GDT cost of revenue increased $2.5
million, or 24.6%, to $12.5 million as compared to $10.0 million for the corresponding quarter of the prior year. This increase was primarily associated with the $2.6 million increase in revenue year-over-year, and to a lesser degree work mix
variation in services as compared to the prior year. The increase includes approximately $670,000 due to the depreciation of the U.S. dollar against foreign currencies as noted above.

Cost of revenue as a percentage of revenue in the Companys GDT business increased to 63.5% for the nine months ended September 30, 2007, as
compared to 61.6% for the nine months ended September 30, 2006. This increase was primarily due to the



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##### Table of Contents

changes in the revenue and service mix and the U.S. dollars decline against the Indian Rupee and the Euro in the nine months ended September 30,
2007 as compared to the same period of the prior year. Cost of revenue in the Companys GDT business was $34.4 million for the nine months ended September 30, 2007, an increase of $6.1 million, or 21.6%, as compared to $28.3 million for
the same period of 2006. This increase was primarily associated with the $8.3 million increase in revenue year-over-year, and to a lesser degree work mix variation in services as compared to the prior year. The increase includes approximately $1.5
million due to the depreciation of the U.S. dollar against foreign currencies as noted above.

Cost of revenue as a percentage of revenue
in the Companys Interpretation business decreased to 78.7% and 77.0%, for the three and nine months ended September 30, 2007, respectively, as compared to 79.9% and 80.1% for the three and nine months ended September 30, 2006. This
decrease reflects the favorable impact of pricing and work mix variations in services as compared to the prior year. The Companys Interpretation business is not materially impacted by foreign currency exchange rate fluctuations.

Sales and Marketing.Sales and marketing expenses consist primarily of salaries, commissions and associated employee benefits, travel expenses of
sales and marketing personnel, promotional expenses, sales force automation/CRM system expense, training, and the costs of programs aimed at increasing revenue, such as advertising, trade shows, public relations and other market development
programs. The following table shows sales and marketing expenses in dollars, the dollar change from the three and nine-month periods of the prior year and as a percentage of revenue for the three and nine months ended September 30, 2007 and
2006, respectively:



|                                   |  |                                  |           |   |                                 |   |           |      |  |   |            |   |  |   |            |  
|---------------------------------- |  | -------------------------------- | --------- | - | ------------------------------- | - | --------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                   |  | Three Months Ended September 30, |           |   | Nine Months Ended September 30, |  
|                                   |  | 2007                             |           |   | 2006                            |   |           | 2007 |  |   | 2006       |  
|Total sales and marketing expenses |  | $                                | 7,729,000 |   |                                 | $ | 7,274,000 |      |  | $ | 24,251,000 |   |  | $ | 22,463,000 |  
|Increase from prior year           |  |                                  | 455,000   |   |                                 |   |           |      |  |   | 1,788,000  |   |  |   |            |  
|Percentage of revenue              |  |                                  | 6.9       | % |                                 |   | 6.8       | %    |  |   | 7.2        | % |  |   | 7.0        | %

For the three and nine months ended September 30, 2007, sales and marketing expenses
increased $455,000 and $1.8 million, respectively, as compared with the corresponding periods of 2006. As a percentage of revenue, sales and marketing expenses increased to 6.9% and 7.2% as compared to 6.8% and 7.0% for three and nine months ended
September 30, 2006. This increase is primarily attributable to increased compensation and travel expense, to support increased revenue levels from period to period, as well as projected revenue growth in the future. Additionally the increase
reflects increased spending on marketing initiatives year-over-year. Approximately $190,000 and $600,000 of the increases for the three and nine months ended September 30, 2007, respectively, as compared to the three and nine months ended
September 30, 2006, are due to the depreciation of the U.S. dollar against foreign currencies.

General and Administrative.
General and administrative expenses consist of salaries of the management, purchasing, process and technology, finance and administrative groups, and associated employee benefits and travel; facilities costs; information systems costs; professional
fees; business reconfiguration costs and all other site and corporate costs. The following table shows general and administrative expenses in dollars, the dollar change from the three and nine-month periods of the prior year and as a percentage of
revenue for the three and nine months ended September 30, 2007 and 2006, respectively:



|                                          |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|----------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                          |  | Three Months Ended September 30, |            |   | Nine Months Ended September 30, |  
|                                          |  | 2007                             |            |   | 2006                            |   |            | 2007 |  |   | 2006       |  
|Total general and administrative expenses |  | $                                | 20,807,000 |   |                                 | $ | 18,882,000 |      |  | $ | 62,708,000 |   |  | $ | 55,664,000 |  
|Increase from prior year                  |  |                                  | 1,925,000  |   |                                 |   |            |      |  |   | 7,044,000  |   |  |   |            |  
|Percentage of revenue                     |  |                                  | 18.7       | % |                                 |   | 17.5       | %    |  |   | 18.7       | % |  |   | 17.5       | %

General and administrative expenses increased $1.9 million, or 10.2%, to $20.8 million for the
quarter ended September 30, 2007 as compared to $18.9 million for the quarter ended September 30, 2006. Approximately $1.0 million of the increase is attributable to the decline in the U.S. dollars exchange rate against most foreign
currencies, in particular the Euro and Indian Rupee. The remainder is primarily due to $108,000 increased stock-based compensation and certain other rent, consulting and compensation expenses in the quarter ended September 30, 2007 as compared
to the quarter ended September 30, 2006. As a percentage of revenue, general and administrative expenses increased to 18.7% for the quarter ended September 30, 2007, as compared to 17.5%, for the same period of the prior year, due
primarily to the items noted above, as well as the impact of supporting the increase in revenue from period to period.



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General and administrative expenses increased $7.0 million, or 12.7%, to $62.7 million for the nine
months ended September 30, 2007 as compared to $55.7 million for the nine months ended September 30, 2006. Approximately $2.5 million of the increase is attributable to the decline in the U.S. dollars exchange rates against certain
foreign currencies, in particular the Euro and Indian Rupee. The remainder is primarily due to $1.1 million increased stock-based compensation and certain other rent, legal, consulting and compensation expenses in the nine months ended
September 30, 2007 as compared to the nine months ended September 30, 2006. As a percentage of revenue, general and administrative expenses increased to 18.7% for the nine months ended September 30, 2007 as compared to 17.5%, for the
same period of the prior year, due primarily to the items noted above, as well as the impact of supporting the increase in revenue from period to period.

Research and Development. Research and development expenses relate primarily to the Companys web-based hosted language management technology platform used in the globalization process and the
research and development of a globalization management system. The cost consists primarily of salaries and associated employee benefits and third-party contractor expenses. The following table shows research and development expense in dollars, the
dollar change from the three and nine-month periods of the prior year and as a percentage of revenue for the three and nine months ended September 30, 2007 and 2006, respectively:



|                                       |  |                                  |         |   |                                 |   |         |      |  |   |           |   |  |   |           |  
|-------------------------------------- |  | -------------------------------- | ------- | - | ------------------------------- | - | ------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                       |  | Three Months Ended September 30, |         |   | Nine Months Ended September 30, |  
|                                       |  | 2007                             |         |   | 2006                            |   |         | 2007 |  |   | 2006      |  
|Total research and development expense |  | $                                | 851,000 |   |                                 | $ | 689,000 |      |  | $ | 2,353,000 |   |  | $ | 2,173,000 |  
|Increase from prior year               |  |                                  | 162,000 |   |                                 |   |         |      |  |   | 180,000   |   |  |   |           |  
|Percentage of revenue                  |  |                                  | 0.7     | % |                                 |   | 0.6     | %    |  |   | 0.7       | % |  |   | 0.7       | %

Research and development expense increased slightly to $851,000 and $2.4 million for the three and
nine months ended September 30, 2007 as compared to $689,000 and $2.2 million for the corresponding periods of the prior year. Approximately $60,000 and $150,000 of the increases for the three and nine months ended September 30, 2007,
respectively, as compared to the three and nine months ended September 30, 2006, are due to the depreciation of the U.S. dollar against foreign currencies.

Depreciation and Amortization.Depreciation and amortization consist of the expense related to property and equipment that is being depreciated over the estimated useful lives of the assets using the
straight-line method. The following table shows depreciation and amortization expense in dollars, the dollar change from the three and nine-month periods of the prior year and as a percentage of revenue for the three and nine months ended
September 30, 2007 and 2006, respectively:



|                                            |  |                                  |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|------------------------------------------- |  | -------------------------------- | --------- | - | ------------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                            |  | Three Months Ended September 30, |           |   | Nine Months Ended September 30, |  
|                                            |  | 2007                             |           |   | 2006                            |   |           | 2007 |  |   | 2006      |  
|Total depreciation and amortization expense |  | $                                | 1,300,000 |   |                                 | $ | 1,323,000 |      |  | $ | 3,918,000 |   |  | $ | 4,228,000 |  
|Decrease from prior year                    |  |                                  | 23,000    |   |                                 |   |           |      |  |   | 310,000   |   |  |   |           |  
|Percentage of revenue                       |  |                                  | 1.2       | % |                                 |   | 1.2       | %    |  |   | 1.2       | % |  |   | 1.3       | %

Depreciation and amortization expense decreased to $1.3 million and $3.9 million for the three and
nine months ended September 30, 2007, respectively, as compared to $1.3 million and $4.2 million for the three and nine months ended September 30, 2006. The decrease for the three and nine-month periods ended September 30, 2007 as
compared to the corresponding periods of the prior year is primarily due to the culmination of depreciable lives of certain assets acquired in prior years. These decreases were partially offset by increases attributable to a decline in foreign
currency exchange rates of approximately $80,000 and $190,000 for the three and nine months ended September 30, 2007, respectively, as compared to the three and nine months ended September 30, 2006.

Amortization of Acquisition-related Intangible Assets.Amortization of acquisition-related intangible assets consists of the amortization of
identifiable intangible assets resulting from acquired businesses. Amortization expense for the three months ended September 30, 2007 and 2006 of $2.1 million and $2.2 million, respectively, and for the nine months ended September 30, 2007
and 2006 of $6.3 million and $6.5 million, respectively, relates solely to the amortization of identifiable intangible assets.

Interest
Expense.Interest expense primarily represents interest paid or payable on debt and the amortization of deferred financing costs. Interest expense for the quarter ended September 30, 2007 of $1.4 million decreased $869,000 from $2.2 million
for the quarter ended September 30, 2006. The decrease reflects the impact of an approximately $9.1 million lower average outstanding principal balance on debt during the quarter, year over year, coupled with lower interest rates resulting from
the Companys credit facility. Interest expense for the nine months ended September 30, 2007 of $4.3 million decreased $2.3 million from $6.6 million for the nine months ended September 30, 2006, and primarily represents interest paid
or payable on debt and for the nine-month periods



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##### Table of Contents

ended September 30, 2007 and 2006, respectively. The decrease reflects the impact of an approximately $11.5 million lower average outstanding principal
balance on debt during the nine month period year over year coupled with a reduction in interest rates under the Companys credit facility.

Other Expense, Net.Other expense, net primarily reflects the foreign currency transaction gains or losses arising from exchange rate fluctuations on transactions denominated in currencies other than the functional currencies of the
countries in which the transactions are recorded. The Company recognized $1.3 million and $2.4 million in other expense, net, in the three and nine months ended September 30, 2007, respectively, as compared to $1.1 million and $2.2 million in
other expense, net, in the corresponding periods of the prior year. The variations are primarily attributable to the decline in the U.S. dollars exchange rates against other currencies, in particular the Euro, as compared to the net position
and variance during the corresponding periods of prior year.

Provision for Income Taxes. The following table shows the
provision for income taxes expense in dollars, the dollar change from the three and nine-month periods of the prior year and as a percentage of revenue for the three and nine months ended September 30, 2007 and 2006, respectively:



|                                 |  |                                  |           |   |                                 |   |         |      |  |   |           |   |  |   |           |  
|-------------------------------- |  | -------------------------------- | --------- | - | ------------------------------- | - | ------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                 |  | Three Months Ended September 30, |           |   | Nine Months Ended September 30, |  
|                                 |  | 2007                             |           |   | 2006                            |   |         | 2007 |  |   | 2006      |  
|Total provision for income taxes |  | $                                | 1,688,000 |   |                                 | $ | 866,000 |      |  | $ | 5,767,000 |   |  | $ | 4,297,000 |  
|Increase from prior year         |  |                                  | 822,000   |   |                                 |   |         |      |  |   | 1,470,000 |   |  |   |           |  
|Percentage of revenue            |  |                                  | 1.5       | % |                                 |   | 0.8     | %    |  |   | 1.7       | % |  |   | 1.4       | %

The provision for income taxes consists primarily of taxes resulting from profits in foreign
jurisdictions, interest and penalties associated with uncertain tax positions and the increase in deferred tax liabilities related to the tax deductible goodwill from the BGS acquisition. The tax provision increased $822,000 to $1.7 million for the
quarter ended September 30, 2007 from $866,000 in the corresponding quarter of the prior year, and by $1.5 million to $5.8 million for the nine months ended September 30, 2007 from $4.3 million for the comparable period of the prior year.
These increases are primarily due to higher foreign profits which are subject to tax by the foreign jurisdictions. In addition, the tax provision in the third quarter of 2007 was favorably affected by a one-time benefit of enacted reductions in tax
rates in the United Kingdom, Denmark, Germany and China on the Companys deferred tax balances. This benefit totaled $90,000.

Liquidity and
Capital Resources

On December 21, 2006, the Company entered into a revolving credit facility (the Credit Agreement),
replacing the Companys Term Loan B and Revolving Credit Facility that had been in place since September 1, 2005. The Credit Agreement was subsequently amended on January 22, 2007 to add certain additional non-U.S. subsidiaries of the
Company as Borrowers or Guarantors. The Credit Agreement provides for a five-year $100.0 million revolving credit facility. At September 30, 2007, $71.7 million was outstanding with an interest rate of 6.6%.

The following table shows cash and cash equivalents and working capital at September 30, 2007 and at December 31, 2006:



|                          |  |                    |            |                   |   |           
|------------------------- |  | ------------------ | ---------- | ----------------- | - | ----------
|                          |  | September 30, 2007 |            | December 31, 2006
|Cash and cash equivalents |  | $                  | 31,371,000 |                   | $ | 27,354,000
|Working capital           |  |                    | 72,963,000 |                   |   | 60,893,000

Lionbridges working capital increased $12.1 million to $73.0 million at September 30,
2007, as compared to $60.9 million at December 31, 2006. The increase was driven by the growth of the business during the nine months ended September 30, 2007. As of September 30, 2007, cash and cash equivalents totaled $31.4 million,
an increase of $4.0 million from $27.4 million at December 31, 2006, primarily due to $8.7 million net cash provided by operating activities of the business, $3.0 million increase in cash due to exchange rate changes in the period, reduced by
$5.7 million of net cash used in financing, including $6.0 million in payments of long-term debt and $2.0 million in cash used in investing, including $3.8 million for purchases of property and equipment, partially offset by $1.8 million net
proceeds from foreign currency forward contracts. Accounts receivable and work in process totaled $113.5 million, an increase of $11.3 million as compared to $102.3 million at December 31, 2006. Other current assets increased $5.7 million to
$12.9 million as compared to $7.2 million at December 31, 2006. Current liabilities totaled $84.8 million at September 30, 2007, an increase of $9.0 million as compared to $75.9 million at December 31, 2006.

The following table shows the net cash provided by operating activities, net cash used in investing activities, and net cash used in financing activities
for the nine months ended September 30, 2007 and 2006, respectively:



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|                                          |  |                                 |            |   |      |   |             |  
|----------------------------------------- |  | ------------------------------- | ---------- | - | ---- | - | ----------- | -
|                                          |  | Nine Months Ended September 30, |           
|                                          |  | 2007                            |            |   | 2006 |  
|Net cash provided by operating activities |  | $                               | 8,689,000  |   |      | $ | 9,647,000   |  
|Net cash used in investing activities     |  |                                 | (2,017,000 | ) |      |   | (336,000    | )
|Net cash used in financing activities     |  |                                 | (5,702,000 | ) |      |   | (13,201,000 | )

Net cash provided by operating activities was $8.7 million for the nine months ended
September 30, 2007, as compared to $9.6 million for the corresponding period of the prior year. The $8.7 million cash provided by operating activities was due to net loss of $247,000 (inclusive of $16.2 million in depreciation, amortization,
stock based compensation and other non-cash expenses, net of realized and unrealized foreign currency gain on forward contracts of $1.8 million), a $5.9 million net increase in accounts receivable and work in process, a $9.6 million increase in
other operating assets, a $7.3 million increase in accounts payable, accrued expenses and other operating liabilities, and a $2.7 million increase in deferred revenue.

Net cash provided by operating activities was $9.6 million for the nine months ended September 30, 2006. The $9.6 million cash provided by operating activities was due to the net income of $1.1 million (inclusive
of $16.5 million in depreciation, amortization, stock based compensation and other non-cash expenses), a $3.2 million decrease in accounts receivable and other operating assets, a $1.2 million increase in accounts payable, accrued expenses and other
operating liabilities, partially offset by a $9.2 million increase in work-in-process and a $3.1 million decrease in deferred revenue.

Lionbridge has not experienced any significant trends in accounts receivable and work in process other than changes relative to the change in revenue, as previously noted. Fluctuations in accounts receivable from period to period relative
to changes in revenue are a result of timing of customer invoicing and receipt of payments from customers.

Net cash used in investing
activities increased $1.7 million to $2.0 million for the nine months ended September 30, 2007, from $336,000 for the corresponding period of the prior year. The primary investing activity in the nine months ended September 30, 2007 was
$3.8 million for the purchase of property and equipment, partially offset by $1.8 million net proceeds from foreign currency forward contracts. The primary investing activity in the nine months ended September 30, 2006 was $2.9 million, for the
purchase of property and equipment. Net cash provided by investing activities in the nine-month period ended September 30, 2006 included a purchase price reimbursement from Bowne & Co., Inc. of $2.5 million related to the acquisition
of BGS.

Net cash used in financing activities for the nine months ended September 30, 2007 was $5.7 million, a decrease of $7.5
million as compared to $13.2 million net used in financing activities for the corresponding period of 2006. Cash used in financing activities consisted of $15.2 million of payments of short-term debt, $6.0 million of payments of long-term debt,
$354,000 of proceeds from the issuance of common stock under stock option plans, $260,000 in proceeds from the issuance of capital leases and $233,000 for payments of capital lease obligations, partially offset by $15.1 million in proceeds from the
issuance of short-term debt.

Net cash used in financing activities for the nine months ended September 30, 2006 was $13.2 million.
Cash provided by financing activities consisted of $9.5 million in proceeds from the issuance of short term debt and $1.1 million of proceeds from the issuance of common stock under stock option plans. Cash used for financing activities included
$14.3 million of payments of long term debt, $9.5 million of payments of short-term debt and $79,000 for payments of capital lease obligations, in the nine month period ended September 30, 2006.

During the quarter ended September 30, 2007, Lionbridge announced that its Board of Directors authorized the repurchase up to $12.0 million of
shares of the Companys outstanding common stock. The Companys share repurchases will be made on the open market, through block trades or otherwise. The amount of shares purchased and the timing of the purchases will be based on working
capital requirements, general business conditions and other factors, including alternative investment opportunities and imposed black-out periods during which the Company and its insiders are prohibited from trading in the Companys common
stock. The repurchases will be funded using the Companys general working capital. No shares were repurchased during the quarter ended September 30, 2007.

On February 10, 2005, Lionbridge filed with the Securities and Exchange Commission a shelf registration statement on Form S-3 under the Securities Act of 1933, as amended (SEC File No. 333-122698), covering
the registration of common stock (the Securities), in an aggregate amount of $130.0 million, which was declared effective by the Commission on February 23, 2005. These Securities may be offered from time to time in amounts, at
prices and on terms to be determined at the time of sale. The Company believes the shelf registration provides additional financing flexibility to meet potential future funding requirements and the ability to take advantage of potentially attractive
capital market conditions. Lionbridge anticipates that its present cash and short-term investments position, available financing and access to capital markets should provide adequate cash to fund its currently anticipated cash needs for the next
twelve months and foreseeable future.



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Contractual Obligations

As of September 30, 2007, there are no material changes in Lionbridges contractual obligations as disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2006 other
than impact of the adoption of FIN No. 48. The adoption of FIN No. 48 resulted in an increase to the Companys income tax liabilities of approximately $185,000 to $1.5 million from the amount recorded at December 31, 2006. Tax
provisions during the nine months ended September 30, 2007, primarily related to accrued interest, have increased these balances by $341,000 to $1.9 million.

Additionally, in connection with the acquisition of BGS, the Company has recorded a FIN No. 48 tax liability of approximately $4.0 million related to tax liabilities accruing on or prior to the acquisition date
of September 1, 2005 that Bowne & Co., Inc. agreed to indemnify. Accordingly, the Company adjusted its balance sheet by recording a long-term Indemnification Receivable and related FIN 48 liability for this amount. The timing of
settlement of these tax liabilities is uncertain at this time. A change in interest rate and penalties assumptions in the third quarter of 2007 resulted in a net reduction to the FIN 48 liability and Indemnification Receivable of $450,000 to $3.5
million.

Off-Balance Sheet Arrangements

The Company does not have any special purpose entities or off-balance sheet financing arrangements.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities(SFAS No. 159) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement does
not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions of SFAS No. 159 are effective for fiscal years beginning after
November 15, 2007. The Company is currently assessing SFAS No. 159 and has not yet determined the impact, if any, that its adoption will have on its result of operations or financial position.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

Lionbridge conducts its business globally and its earnings and cash flows are exposed to market risk from changes in interest rates and currency exchange rates. Lionbridge manages its risk to changes in interest rates
through an interest rate swap. The Company addresses its risk to foreign currency exchange fluctuation through a risk management program that includes the use of derivative financial instruments. Lionbridge operates that program pursuant to
documented corporate risk management policies. Lionbridge does not enter into any derivative transactions for speculative purposes. Gains and losses on the interest rate swap and the derivative financial instruments substantially offset gains and
losses on underlying hedged exposures and were immaterial for all periods presented.

Interest Rate Risk. Lionbridge is exposed
to market risk from changes in interest rates with respect to its revolving loan facility which bear interest at Prime or LIBOR (at the Companys discretion) plus an applicable margin based on certain financial covenants. As of
September 30, 2007, $71.7 million was outstanding. A hypothetical 10% increase or decrease in interest rates would have a $475,000 impact on the Companys interest expense based on the $71.7 million outstanding at September 30, 2007
with an interest rate of 6.6%. Additionally, Lionbridge is exposed to market risk through its investing activities. The Companys portfolio consists primarily of investments in high quality commercial bank time deposits. A hypothetical 10%
increase or decrease in interest rates would not have a material impact on the carrying value of Lionbridges investments due to their immediately available liquidity. On July 20, 2007, the Company entered into a three-year amortizing
interest rate swap with an initial notional amount of $20.0 million that corresponds to a portion of the Companys floating rate credit facility. The $20.0 million notional amount effectively converted that portion of the Companys total
floating rate credit facility to fixed rate debt. The fair value of the interest rate derivative was a liability of $297,000 at September 30, 2007. A 10% increase in interest rates would increase the derivatives fair value by $150,000. A
10% decrease in interest rates would decrease the derivatives fair value by $151,000 Any increase or decrease in the fair value of the interest rate derivative instrument would be substantially offset by a corresponding decrease or increase in
the fair value of the hedged interest payments related to the hedged credit facility. The interest rate swap is designated as a cash flow hedge under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS
No. 133) and there is no hedge ineffectiveness at September 30, 2007.



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Foreign Currency Exchange Rate Risk. Lionbridge conducts a large portion of its business in
international markets. Although a majority of Lionbridges contracts with clients are denominated in U.S. dollars, 62% and 63% of its costs and expenses for the nine-month periods ended September 30, 2007 and 2006, respectively, were
denominated in foreign currencies. In addition, 23% of the Companys assets were subject to foreign currency exchange fluctuations as of September 30, 2007 and December 31, 2006, while 10% and 6% of its liabilities were subject to
foreign currency exchange fluctuations as of September 30, 2007 and December 31, 2006, respectively. The principal foreign currency applicable to our business is the Euro. In addition, Lionbridge has assets and liabilities denominated in
currencies other than the functional currency of the relative entity. As a result, Lionbridge is exposed to foreign currency exchange fluctuations. The Company manages its risk to changes in foreign currency exchange rates through a risk management
program that partially mitigates its exposure to foreign currency assets or liabilities, primarily with respect to the Euro, and that includes the use of derivative financial instruments not designated as hedges in accordance with SFAS No. 133.
The Company had forward contracts outstanding in the notional amount of $60.9 million at September 30, 2007 and recorded $221,000 in other assets to recognize the fair value of these forward contracts. A 10% appreciation or depreciation in the
U.S. dollars value relative to the hedge currencies would have a $3.5 million impact on the forward contracts fair value at September 30, 2007. Any increase or decrease in the fair value of the Companys currency exchange rate
sensitive forward contracts would be substantially offset by a corresponding decrease or increase in the fair value of the hedged underlying asset or liability.



|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and Procedures. Lionbridge maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Companys filings under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported accurately within the time periods specified in the Securities and Exchange Commissions rules and forms and that such information is accumulated and communicated to management as
appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (pursuant to Exchange Act Rule 13a-15). Based upon this evaluation, the CEO and CFO concluded that the
Companys disclosure controls and procedures were effective as of September 30, 2007.

Changes in internal control over
financial reporting. There were no changes in the Companys internal control over financial reporting that occurred during the quarter ended September 30, 2007 that materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.



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LIONBRIDGE TECHNOLOGIES, INC.

PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

On or
about July 24, 2001, a purported securities class action lawsuit captioned Samet v. Lionbridge Technologies, Inc. et al. (01-CV-6770) was filed in the United States District Court for the Southern District of New York (the
Court) against the Company, certain of its officers and directors, and certain underwriters involved in the Companys initial public offering. The complaint in this action asserted, among other things, that omissions regarding the
underwriters alleged conduct in allocating shares in Lionbridges initial public offering to the underwriters customers. In March 2002, the United States District Court for the Southern District of New York entered an order
dismissing without prejudice the claims against Lionbridge and its officers and directors (the case remained pending against the underwriter defendants).

On April 19, 2002, the plaintiffs filed an amended complaint naming as defendants not only the underwriter defendants but also Lionbridge and certain of its officers and directors. The amended complaint asserts
claims under both the registration and antifraud provisions of the federal securities laws relating to, among other allegations, the underwriters alleged conduct in allocating shares in the Companys initial public offering and the
disclosures contained in the Companys registration statement. The Company understands that various plaintiffs have filed approximately 1,000 lawsuits making substantially similar allegations against approximately 300 other publicly-traded
companies in connection with the underwriting of their public offerings. On July 15, 2002, the Company, together with the other issuers named as defendants in these coordinated proceedings, filed a collective motion to dismiss the
complaint on various legal grounds common to all or most of the issuer defendants. In October 2002, the claims against officers and directors were dismissed without prejudice. In February 2003, the Court issued its ruling on the motion to dismiss,
ruling that the claims under the antifraud provisions of the securities laws could proceed against the Company and a majority of the other issuer defendants.

In June 2003, Lionbridge elected to participate in a proposed settlement agreement with the plaintiffs in this litigation. If the proposed settlement had been approved by the Court, it would have resulted in the
dismissal, with prejudice, of all claims in the litigation against Lionbridge and against any other of the issuer defendants who elected to participate in the proposed settlement, together with the current or former officers and directors of
participating issuers who were named as individual defendants. This proposed settlement was conditioned on, among other things, a ruling by the District Court that the claims against Lionbridge and against the other issuers who had agreed to the
settlement would be certified for class action treatment for purposes of the proposed settlement, such that all investors included in the proposed classes in these cases would be bound by the terms of the settlement unless an investor opted to be
excluded from the settlement.

On December 5, 2006, the U.S. Court of Appeals for the Second Circuit issued a decision in In re
Initial Public Offering Securities Litigation that six purported class action lawsuits containing allegations substantially similar to those asserted against the Company may not be certified as class actions due, in part, to the Appeals
Courts determination that individual issues of reliance and knowledge would predominate over issues common to the proposed classes. On January 8, 2007, the plaintiffs filed a petition seeking rehearing en banc of the Second Circuit
Court of Appeals decision. On April 6, 2007 the Court of Appeals denied the plaintiffs petition for rehearing of the Courts December 5, 2006 ruling but noted that the plaintiffs remained free to ask the District Court to
certify classes different from the ones originally proposed which might meet the standards for class certification that the Court of Appeals articulated in its December 5, 2006 decision. The plaintiffs have since moved for certification of
different classes in the District Court, and that motion remains pending.

In light of the Court of Appeals December 5, 2006
decision regarding certification of the plaintiffs claims, the District Court entered an order on June 25, 2007 terminating the proposed settlement between the plaintiffs and the issuers, including Lionbridge. Because any possible future
settlement with the plaintiffs, if such a settlement were ever to be agreed to, would involve the certification of a class action for settlement purposes, the impact of the Court of Appeals class certification-related rulings on the possible
future settlement of the claims against Lionbridge cannot now be predicted.

With the termination of the proposed settlement, we intend to
continue to defend the litigation vigorously. The litigation process is inherently uncertain and unpredictable, however, and there can be no guarantee as to the ultimate outcome of this pending lawsuit. The Company believes that the underwriters may
have an obligation to indemnify Lionbridge for the legal fees and other costs of defending this suit. While Lionbridge cannot guarantee the outcome of these proceedings, the Company believes that the final result of this lawsuit will have no
material effect on its consolidated financial condition, results of operations, or cash flows.



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|Item 1A. | Risk Factors
|-------- | ------------

The matters
discussed in this Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor guarantees, but are based on various assumptions by management regarding future circumstances many of which
Lionbridge has little or no control over. In addition to the risk factors set forth below and the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in
Lionbridges Annual Report filed on Form 10-K, filed March 16, 2007 (SEC File No. 000-26933), which could materially affect our business, financial condition or future results.

Lionbridge may not realize the anticipated benefits of current or future cost reduction and restructuring initiatives.

Lionbridge has initiated and will continue to implement cost reduction actions to improve our operating cost structure, reduce overhead and better
position ourselves competitively. These cost reduction initiatives include measures designed to better align operating expenses with expected revenue levels, resource reallocations, head count reductions and technology deployments. The timing and
implementation of cost reduction initiatives is dependent upon a number of factors, including customer needs and transition requirements, local statutory and regulatory requirements, and economic conditions. Cost reduction initiatives could result
in current period charges and expenses that could impact our operating results and anticipated benefits may be negatively impacted by foreign currency exchange rate fluctuations. Lionbridge cannot guarantee that these measures, or other expense
reduction measures we take in the future, will result in the expected cost savings.

In connection with these cost reduction actions,
Lionbridge may engage in restructuring actions and determine a restructuring charge for such actions undertaken in any particular quarter. In connection with determining the size and scope of any such restructuring charge, management will be
required to make significant estimates related to expenses for severance and other employee separation costs, lease cancellation and other exit costs, and estimates of future rental income that may be generated through the subleasing of excess
leased property. Should the actual amounts differ from our estimates, the amount of the restructuring charges could be materially impacted.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

During the quarter ended September 30, 2007, the Company withheld 3,475 restricted shares from certain employees to cover certain withholding taxes due from the employees at the time the shares vested. The
following table provides information about Lionbridges purchases of equity securities for the quarter ended September 30, 2007:



|                                       |  |                                  |  |                              |     
|-------------------------------------- |  | -------------------------------- |  | ---------------------------- | ----
|Period                                 |  | Total Number of Shares Purchased |  | Average Price Paid Per Share
|July 1, 2007  July 31, 2007           |  | 477                              |  | $                            | 4.96
|August 1, 2007  August 31, 2007       |  | 280                              |  | $                            | 4.17
|September 1, 2007  September 30, 2007 |  | 2,718                            |  | $                            | 4.08

In addition, upon the termination of employees during the quarter ended September 30, 2007,
9,500 unvested restricted shares were forfeited. The following table provides information about Lionbridges forfeited restricted shares for the quarter ended September 30, 2007:



|                                 |  |                                 
|-------------------------------- |  | --------------------------------
|Period                           |  | Total Number of Shares Forfeited
|July 1, 2007  July 31, 2007     |  | 6,500                           
|August 1, 2007  August 31, 2007 |  | 3,000                           



|Item 6. | Exhibits
|------- | --------

(a) Exhibits.



|      |  |                                                                                                                                                                                                                                                                                                                                                    
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1* |  | Lease dated as of August 8, 2007 between Beijing Oriental Plaza Co., Ltd. And Beijing Lionbridge Global Solutions Technologies, Inc.                                                                                                                                                                                                               
|      | 
|10.2  |  | Transition Agreement, dated as of August 1, 2007, between Stephen J. Lifshatz and Lionbridge Technologies, Inc. (filed as Exhibit 10.1 to Registrants Current Report on Form 8-K filed with
the Securities and Exchange Commission (File No. 000-269-333) on August 2, 2007, and incorporated herein by reference).                               
|      | 
|10.3  |  | Employment and Business Protection Agreement, effective as of September 17, 2007, between Donald M. Muir and Lionbridge Technologies, Inc. (filed as Exhibit 10.1 to Registrants Current
Report on Form 8-K filed with the Securities and Exchange Commission (File No. 000-269-333) on September 11, 2007, and incorporated herein by reference).



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|       |  |                                                                                                                                                                                                                                                     
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 * |  | Certification of Rory J. Cowan, the Companys principal executive officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.             
|       | 
|31.2 * |  | Certification of Donald M. Muir, the Companys principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.            
|       | 
|32.1 * |  | Certifications of Rory J. Cowan, the Companys principal executive officer, and Donald M. Muir, the Companys principal financial officer, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

---

|* | Filed herewith.
|- | ---------------

LIONBRIDGE TECHNOLOGIES, INC.

SIGNATURE

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.



LIONBRIDGE TECHNOLOGIES, INC.By:

/S/ DONALD M. MUIRDonald M. Muir Chief Financial Officer (Duly Authorized Officer and Principal Financial
Officer)


Dated: November 9, 2007

Exhibit Index



|               |  |                                                                                                                                                                                                                                                                                                                                                    
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                        
|10.1 *         |  | Lease dated as of August 8, 2007 between Beijing Oriental Plaza Co., Ltd. And Beijing Lionbridge Global Solutions Technologies, Inc.                                                                                                                                                                                                               
|               | 
|10.2           |  | Transition Agreement, dated as of August 1, 2007, between Stephen J. Lifshatz and Lionbridge Technologies, Inc. (filed as Exhibit 10.1 to Registrants Current Report on Form 8-K filed with
the Securities and Exchange Commission (File No. 000-269-333) on August 2, 2007, and incorporated herein by reference).                               
|               | 
|10.3           |  | Employment and Business Protection Agreement, effective as of September 17, 2007, between Donald M. Muir and Lionbridge Technologies, Inc. (filed as Exhibit 10.1 to Registrants Current
Report on Form 8-K filed with the Securities and Exchange Commission (File No. 000-269-333) on September 11, 2007, and incorporated herein by reference).
|               | 
|31.1 *         |  | Certification of Rory J. Cowan, the Companys principal executive officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                            
|               | 
|31.2 *         |  | Certification of Donald Muir, the Companys principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                              
|               | 
|32.1 *         |  | Certifications of Rory J. Cowan, the Companys principal executive officer, and Donald Muir, the Companys principal financial officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                  

---

|* | Filed herewith.
|- | ---------------



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